ANZHAV – Approved NOHC Substitution Notice
Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
16 December 2022
Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
AUD225,000,000 4.75 per cent Subordinated Notes due 7 September 2032
(ASX: ANZHAV) (“Subordinated Notes”) – Notice of substitution of Approved
NOHC
Attached is a Notice of substitution of Approved NOHC (to which the amended Terms and
Conditions of the Subordinated Notes are attached) given to holders of Subordinated
Notes under clause 5D.3 of the Terms and Conditions of the Subordinated Notes as set
out in the US$60,000,000,000 Euro Medium Term Note Programme prospectus dated 16
May 2017.
It has been approved for distribution by ANZ’s Continuous Disclosure Committee.
Yours faithfully
Simon Pordage
Company Secretary
Australia and New Zealand Banking Group Limited
THIS NOTICE IS IMPORTANT. IF HOLDERS ARE IN ANY DOUBT AS TO THE MEANING OR
CONTENT OF THIS NOTICE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL
ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR
OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER
IMPORTANT NOTICE TO THE HOLDERS OF
AUD 225,000,000 4.75 per cent. Fixed Rate Subordinated Notes due 7 September 2032
(ISIN: XS1678362911)
(the "Securities")
issued pursuant to the Australia and New Zealand Banking Group Limited (ABN 11 005 357 522)
US$60,000,000,000 Euro Medium Term Note Programme (the “Programme”)
NOTICE IS HEREBY GIVEN to the holders of the Securities as follows:
16 December 2022.
1 Australia and New Zealand Banking Group Limited (the "Issuer") refers to the terms and conditions
applicable to the Securities set out in the Information Memorandum dated 16 May 2017, as amended and
supplemented by the Pricing Supplement dated 6 September 2017 (“Terms”) and the Amended and
Restated Agency Agreement dated 16 May 2017 (as further amended and/or supplemented and/or
restated, the "Agency Agreement") between (amongst others) the Issuer and Deutsche Bank AG,
London Branch as fiscal agent, calculation agent, paying agent and transfer agent and Deutsche Bank
Trust Company Americas and Deutsche Bank Luxembourg S.A. as registrar and transfer agent. All
words and expressions defined in the Terms or Agency Agreement have the same meanings in this
notice.
2 This notice is given to holders of Securities in accordance with Condition 5D.3 of the Terms.
Background
3 As announced on 26 October 2022, the Issuer intends to proceed with the establishment of a non-
operating holding company and to separate the Issuer's banking and certain non-banking businesses into
two groups (the "Restructure"). The non-operating holding company is to be established by a scheme of
arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (the “Scheme”). The Scheme was
approved at a meeting of shareholders of the Issuer on 15 December 2022 (the “Scheme Meeting”).
4 The Terms contemplate the establishment of a non-operating holding company (“NOHC”) for the ANZ
group and allow the Issuer to amend the Terms, without the approval of holders, to substitute the NOHC
as issuer of ordinary shares on Conversion, where certain conditions are met. Those conditions were met
with the approval of the Restructure at the Scheme Meeting.
5 The Issuer amended the Terms to effect the substitution of ANZ Group Holdings Limited (ACN 659 510
791) ("ANZ NOHC") as the issuer of ordinary shares on Conversion, as set out in the schedule to this
notice ("Amended Terms") with effect from the date that the Scheme is implemented, as described
below.
6 The Australian Prudential Regulation Authority has given its approval of the Amended Terms and has
confirmed that the Securities will continue to be eligible for inclusion as Tier 2 Capital of the Issuer.
7 The approval of holders is not required for the Scheme or to amend the Terms. A holder does not need to
take any action in response to this notice.
Amendments to Securities Documents
8 In summary, where a Security is Converted under the Amended Terms:
(a) each Security (or part of a Security) that is being Converted in whole will be automatically
transferred from the holder to ANZ NOHC; and
(b) each holder (or a nominee (as applicable)) of the Security or portion thereof being Converted will
be issued a number of ANZ NOHC ordinary shares calculated in accordance with the Amended
Terms. It is expected that ANZ NOHC ordinary shares will be listed on the ASX.
9 The amendments to the Terms do not affect the circumstances in which the Securities are required to be
Converted or the other obligations of the Issuer in respect of the Securities.
10 The Amended Terms will take effect when the Scheme is implemented, which is expected to be on or
about 3 January 2023. If the Scheme is not implemented the Amended Terms will not take effect.
11 Further information about the Restructure can be found on the Issuer's website:
www.anz.com/schememeeting.
12 Any queries in relation to the matters set out in this notice should be directed to:
Head of Group Funding
Australia and New Zealand Banking Group Limited
ANZ Centre Melbourne
Level 9, 833 Collins Street
Docklands VIC 3008
Australia
Telephone: +61 3 8655 3860
Email: funding@anz.com
This notice is given by:
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
Signed on behalf the Issuer:
By: Adrian Went, Attorney
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SCHEDULE – AMENDED TERMS
SCHEDULE A
TERMS AND CONDITIONS OF THE NON PD NOTES
The following is the text of the terms and conditions that, subject to completion and amendment and as
supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall be applicable
to the Notes of each Series. Either (i) the full text of these conditions together with the applicable provisions of
the relevant Pricing Supplement or (ii) these conditions as so completed (and subject to simplification by the
deletion of non-applicable provisions), shall be endorsed on all Bearer Notes in definitive form or on the
Certificates relating to Registered Notes in definitive form.
This Note is one of a Series (as defined below) of Notes issued by either Australia and New Zealand Banking
Group Limited ("ANZBGL"), ANZ Bank New Zealand Limited ("ANZ New Zealand") or ANZ New Zealand
(Int'l) Limited, acting through its London branch ("ANZNIL"), as specified in the relevant Pricing Supplement.
References herein to the "Issuer" shall be references to the party specified as "Issuer" in the Pricing Supplement
for this Note, and references to "Issuers" shall be to ANZBGL, ANZ New Zealand and ANZNIL. References
herein to "Notes" shall be references to the Notes of this Series.
The Notes are issued pursuant to an Amended and Restated Agency Agreement dated 16 May 2017 (as further
amended and/or supplemented and/or restated as at the Issue Date of the Notes, the "Agency Agreement")
between the Issuers, ANZ New Zealand as guarantor of the Notes issued by ANZNIL (the "Guarantor"),
Deutsche Bank AG, London Branch as fiscal agent, calculation agent, paying agent and transfer agent and
Deutsche Bank Trust Company Americas and Deutsche Bank Luxembourg S.A. as registrar and transfer agent
and with the benefit of a Deed of Covenant dated 16 May 2017 (the "Deed of Covenant") executed by the Issuers
in relation to the Notes. The fiscal agent, paying agents, the registrar, the transfer agents and the calculation
agent(s) for the time being (if any) are referred to below respectively as the "Fiscal Agent", the "Paying Agents"
(which expression shall include the Fiscal Agent, and, if applicable, the CMU Lodging Agent and the CMU Paying
Agent, for the time being appointed under Condition 6(e)), the "Registrar", the "Transfer Agents" and the
"Calculation Agent(s)". The Guarantor has, for the benefit of the holders from time to time of the Notes issued
by ANZNIL, executed and delivered a Deed of Guarantee dated 16 May 2017 (as amended and/or supplemented
and/or restated from time to time, the "Deed of Guarantee") under which it has unconditionally and irrevocably
guaranteed the due and punctual payment of all amounts due by ANZNIL under or in respect of the Notes issued
by ANZNIL as and when the same shall become due and payable. Copies of the Agency Agreement, the Deed of
Covenant and the Deed of Guarantee are available for inspection at the specified offices of each of the Paying
Agents (if more than one), the Registrar and the Transfer Agents.
The Noteholders, the holders (the "Couponholders") of the interest coupons (the "Coupons") appertaining to
interest-bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons
(the "Talons") and the holders (the "Receiptholders") of the receipts for the payment of instalments of principal
(the "Receipts") relating to Notes in bearer form of which the principal is payable in instalments are bound by
and are deemed to have notice of all of the provisions of the Agency Agreement, the Deed of Covenant and the
Deed of Guarantee applicable to them.
As used herein, "Tranche" means Notes which are identical in all respects (including as to listing) and "Series"
means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be
consolidated and form a single Series and (ii) are identical in all respects (including as to listing) except for the
respective Issue Dates, Interest Commencement Dates and/or Issue Prices.
The Pricing Supplement for this Note (or the relevant provisions thereof) is endorsed on this Note and completes
these Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent
inconsistent with these Conditions, replace or modify these Conditions for the purposes of this Note. References
herein to the "Pricing Supplement" are to the Pricing Supplement (or the relevant provisions thereof) endorsed
on this Note.
Words and expressions defined in the Agency Agreement or used in the Pricing Supplement shall have the same
meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated and
provided that, in the event of inconsistency between the Agency Agreement and the Pricing Supplement, the
Pricing Supplement will prevail.
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1. Form, Denomination and Title
The Notes are issued in bearer form ("Bearer Notes") or in registered form ("Registered Notes"), in each case in
the Specified Currency and the Specified Denomination(s). All Registered Notes shall have the same Specified
Denomination. "Specified Denomination" means the amount specified as such in (or calculated in accordance
with the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the Subordinated
Notes, in accordance with Condition 5A.4.
This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, an
Index Linked Redemption Note, an Instalment Note, a Dual Currency Note, a Subordinated Note, a combination
of any of the foregoing or any other relevant type of Note (as permitted by these Conditions), depending upon the
Interest Basis or Redemption/Payment Basis shown in the Pricing Supplement. Notes issued as Subordinated
Notes must not be Zero Coupon Notes, Inverse Floating Rate Notes, Index Linked Interest Notes, Index Linked
Redemption Notes, Instalment Notes, Dual Currency Notes, CMS Rate Notes or any combination of any of the
foregoing.
Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save
in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after
the Maturity Date), Coupons and Talons in these Conditions are not applicable. Instalment Notes are issued with
one or more Receipts attached.
Registered Notes are represented by registered certificates ("Certificates") and, save as provided in Condition
2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder.
Title to the Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery. Title to the Registered
Notes shall, subject to mandatory rules of law, pass by registration in the register that the Issuer shall procure to
be kept by the Registrar in accordance with the provisions of the Agency Agreement (the "Register"). Except as
ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Certificate,
Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes,
whether or not it is overdue and regardless of any notice of ownership, trust or interest in it, any writing on it (or
on the Certificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable
for so treating the holder.
In these Conditions, "Noteholder" means the bearer of any Bearer Note and the Receipts relating to it or the
person in whose name a Registered Note is registered (as the case may be), "Unsubordinated Noteholder" means
the Noteholder of a Unsubordinated Note and the Receipts relating to it, "Subordinated Noteholder" means the
Noteholder of a Subordinated Note issued by ANZBGL and the Receipts relating to it, and "holder" (in relation
to a Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note, Receipt, Coupon or Talon or the
person in whose name a Registered Note is registered (as the case may be).
2. Exchange and Transfers of Notes
(a) Exchange of Notes
Registered Notes may not be exchanged for Bearer Notes and vice versa. Bearer Notes of one Specified
Denomination may not be exchanged for Bearer Notes of another Specified Denomination.
(b) Transfer of Registered Notes
Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer
Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer
endorsed on such Certificate duly completed and executed and such other evidence as the Registrar or Transfer
Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented
by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further
new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor.
(c) Exercise of Options or Partial Redemption in Respect of Registered Notes
In the case of an exercise of an Issuer's or Noteholder's option in respect of, or a partial redemption of, a holding
of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect
the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise
of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall
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be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued
against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of
Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the
enlarged holding shall only be issued against surrender of the Certificate representing the existing holding.
(d) Delivery of New Certificates
Each new Certificate to be issued pursuant to Condition 2(b) or (c) shall be available for delivery five business
days after receipt of the request for exchange, form of transfer or Exercise Notice or surrender of the Certificate
for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of
the Registrar (as the case may be) to whom delivery or surrender of such request for exchange, form of transfer,
Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or
surrender as aforesaid and as specified in the relevant request for exchange, form of transfer, Exercise Notice or
otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such
address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Agent
(as defined in the Agency Agreement) the costs of such other method of delivery and/or such insurance as it may
specify. In this Condition 2(d), "business day" means a day, other than a Saturday or Sunday, on which banks are
open for business in the location of the specified office of the Registrar or the relevant Transfer Agent (as the case
may be).
(e) Exchange Free of Charge
Exchange and transfer of Notes and Certificates on registration, transfer, partial redemption or exercise of an
option shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but
upon payment of any tax, duty or other governmental charges that may be imposed in relation to it (or the giving
of such indemnity as the Issuer, the Registrar or the relevant Transfer Agent may require).
(f) Closed Period
No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days
ending on the due date for redemption of, or payment of any Instalment Amount in respect of, that Note, (ii)
during the period of 15 days before any date on which Notes may be called for redemption by the Issuer at its
option pursuant to Condition 5(e), (iii) after any such Note has been called for redemption or (iv) during the period
of seven days ending on (and including) any Record Date.
3. Status and Guarantee
The Notes may be unsubordinated Notes ("Unsubordinated Notes") or, where the Issuer is ANZBGL,
subordinated Notes ("Subordinated Notes") as specified in the relevant Pricing Supplement.
None of the Notes are deposit liabilities or protected accounts of ANZBGL for the purposes of the Banking Act
1959 of Australia (the "Banking Act").
(a) Unsubordinated Notes
The Unsubordinated Notes and the Receipts and Coupons relating to them constitute direct, unconditional and
unsecured obligations of the Issuer and (save for certain debts of the Issuer required to be preferred by law,
including but not limited to, where the Issuer is ANZBGL, those referred to in Division 2 and 2AA of Part II of
the Banking Act and section 86 of the Reserve Bank Act 1959 of Australia) rank pari passu among themselves
and equally with all other unsubordinated, unsecured obligations of the Issuer.
The debts which are preferred by law to the claim of a Noteholder in respect of a Note, including by virtue of the
provisions referred to in the above paragraph of Condition 3, will be substantial and are not limited by the
Conditions of the Notes. Without limitation to other applicable laws, in the case of Notes issued by ANZBGL,
section 13A of the Banking Act provides that, in the event ANZBGL becomes unable to meet its obligations or
suspends payment, its assets in Australia are to be available to meet ANZBGL's liabilities in the following order:
(i) liabilities to the Australian Prudential Regulation Authority ("APRA") in respect of any payments by APRA to
holders of protected accounts under the Banking Act, (ii) debts in respect of costs of APRA in certain
circumstances, (iii) ANZBGL's liabilities in Australia in relation to protected accounts (as defined in the Banking
Act) kept with ANZBGL, (iv) debts due to the Reserve Bank of Australia ("RBA")), (v) liabilities under certain
certified industry support contracts; and (vi) all other liabilities of ANZBGL in the order of their priority apart
from section 13A(3). Changes to applicable law may extend the debts required to be preferred by law.
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The Unsubordinated Notes rank senior to the Issuer's subordinated obligations, including, where the Issuer is
ANZBGL, the Subordinated Notes.
(b) Subordinated Notes — ANZBGL
The Subordinated Notes and the Receipts and Coupons relating to them may only be issued by ANZBGL, and
will constitute direct, unsecured and subordinated obligations of ANZBGL. In the event of the winding-up of
ANZBGL (see Condition 10 (Subordination)) and prior to the commencement of the winding-up of ANZBGL
(see Condition 4(r)) the Principal Amount of, any interest on, and any other payments, including additional
amounts, in respect of the Subordinated Notes will rank behind all claims of Senior Creditors, and subject to
Conditions 5A to 5C (inclusive) pari passu with Equal Ranking Securities and ahead of Junior Ranking Securities.
"Equal Ranking Securities" means any present or future instrument that ranks in a winding-up of ANZBGL as
the most junior claim in the winding-up of ANZBGL 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); and
(ii) any other instruments issued after 1 January 2013 as Relevant Tier 2 Securities.
"Junior Ranking Securities" means any present or future instrument that:
(i) qualifies as Tier 1 Capital or, in the case of any instrument issued prior to 1 January 2013, was treated as
constituting Tier 1 Capital in accordance with the prudential standards which applied prior to 1 January
2013 irrespective of whether or not such instrument is treated as constituting Tier 1 Capital in accordance
with any transitional arrangements approved by APRA; and
(ii) by its terms is, or is expressed to be, subordinated in a winding up of ANZBGL to the claims of
Subordinated Noteholders and holders of Equal Ranking Securities.
"Senior Creditors" means all present and future creditors of ANZBGL (including but not limited to depositors
of ANZBGL and holders of any other instruments issued before 1 January 2013 as a Tier 2 Capital Security)
whose claims:
(i) would be entitled to be admitted in the winding up of ANZBGL; and
(ii) are not in respect of Equal Ranking Securities or Junior Ranking Securities.
Neither ANZBGL nor a Subordinated Noteholder has any contractual right to set off any sum at any time due and
payable to a Subordinated Noteholder or ANZBGL (as applicable) under or in relation to the Subordinated Notes
against amounts owing by the Subordinated Noteholder to ANZBGL or by ANZBGL to the Subordinated
Noteholder (as applicable).
The Subordinated Notes do not limit the amount of liabilities ranking senior to the Subordinated Notes which may
be hereafter incurred or assumed by ANZBGL.
Claims of Subordinated Noteholders are also subject to the priority of certain debts preferred by law (in respect
of which please see the description provided in Condition 3(a) above).
(c) Guarantee — by ANZ New Zealand (in respect of Notes issued by ANZNIL)
Where the relevant Issuer is ANZNIL, the Guarantor has in the Deed of Guarantee unconditionally and irrevocably
guaranteed the due and punctual payment of all amounts due by ANZNIL under or in respect of the Notes as and
when the same shall become due and payable. This Guarantee of the Notes constitutes direct, unconditional and
unsecured obligations of the Guarantor which (save for certain debts of the Guarantor required to be preferred by
law) will at all times rank pari passu among themselves and equally with all other unsecured obligations (other
than subordinated obligations) of the Guarantor. The Notes issued by ANZ New Zealand and ANZNIL are not
guaranteed by ANZBGL.
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4. Interest and other Calculations
(a) Interest on Fixed Rate Notes
(i) Each Fixed Rate Note bears interest on its outstanding Principal Amount from, and including, the Interest
Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such
interest being payable in arrear on each Interest Payment Date. Such Interest Payment Date(s) is/are
either shown in the Pricing Supplement as specified Interest Payment Dates or, if no Interest Payment
Date(s) is/are specified in the Pricing Supplement, Interest Payment Date shall mean each date which
falls the number of months or other period shown in the Pricing Supplement as the specified Interest
Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after
the Interest Commencement Date.
(ii) If a Fixed Coupon Amount or a Broken Amount is specified in the Pricing Supplement, the amount of
interest payable on each Interest Payment Date will amount to the Fixed Coupon Amount or, if
applicable, the Broken Amount so specified and in the case of the Broken Amount will be payable on the
particular Interest Payment Date(s) specified in the Pricing Supplement.
(iii) Calculation of Interest Amount: The Interest Amount payable in respect of each Note for any period for
which a Fixed Coupon Amount or Broken Amount is not specified in the Pricing Supplement shall be
calculated by applying the Rate of Interest to the Calculation Amount for such Note, multiplying the
product by the relevant Day Count Fraction, rounding the resulting figure to the nearest unit of the
Specified Currency (with halves being rounded up), save in the case of Yen, which shall be rounded
down to the nearest Yen, and multiplying such rounded figure by a fraction equal to the Specified
Denomination of such Note divided by the Calculation Amount. For this purpose, a "unit" means, in the
case of any currency other than euro, the lowest amount of such currency that is available as legal tender
in the country of such currency and, in the case of euro, means 0.01 euro, as the case may be.
(iv) Business Day Convention: If "Business Day Convention – Adjusted" is specified to be applicable in the
relevant Pricing Supplement, (a) any Interest Payment Date otherwise falling on a day which is not a
Business Day (as defined in Condition 4(n) below) will be postponed or brought forward (as applicable)
in accordance with the Business Day Convention set out in the relevant Pricing Supplement (as described
below) and (b) the amount of interest payable on such Interest Payment Date will be adjusted accordingly
and the provisions of subparagraphs (i) and (j) (excluding the determination and notification of the Rate
of Interest) below shall apply, mutatis mutandis, as though references to "Floating Rate Notes" were to
"Fixed Rate Notes" and references to "Interest Amounts" were to amounts of interest payable in respect
of Fixed Rate Notes. If "Business Day Convention – No Adjustment" is specified to be applicable in the
relevant Pricing Supplement, any Interest Payment Date otherwise falling on a day which is not a
Business Day will be postponed or brought forward (as applicable) in accordance with the Business Day
Convention set out in the relevant Pricing Supplement (as described below) and there will be no
corresponding adjustment of the amount of interest payable on such Interest Payment Date.
(b) Interest on Floating Rate Notes and Index Linked Interest Notes
(i) Interest Payment Dates: Each Floating Rate Note and Index Linked Interest Note bears interest on its
outstanding Principal Amount from, and including, the Interest Commencement Date at the rate per
annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on
each Interest Payment Date. Such Interest Payment Date(s) is/are either shown in the Pricing Supplement
as specified Interest Payment Dates or, if no Interest Payment Date(s) is/are specified in the Pricing
Supplement, Interest Payment Date shall mean each date which falls the number of months or other
period shown in the Pricing Supplement as the specified Interest Period after the preceding Interest
Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.
(ii) Business Day Convention: If any date referred to in these Conditions that is specified to be subject to
adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a
Business Day, then that date will be adjusted in accordance with the Business Day Convention specified
in the relevant Pricing Supplement. If "No Adjustment of Interest Amounts" is specified to be applicable
in the relevant Pricing Supplement then notwithstanding the bringing forward or postponement (as
applicable) of an Interest Payment Date as a result of the application of the Business Day Convention set
out in the relevant Pricing Supplement, the Interest Amount in respect of the relevant Interest Period and
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each subsequent Interest Period shall be calculated as aforesaid on the basis of the original Interest
Payment Dates without adjustment in accordance with the applicable Business Day Convention.
(iii) Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes, other
than in the case of (x) BBSW Notes or BKBM Notes, provisions in respect of which are set out in
Condition 4(d) and Condition 4(e) below, (y) CMS Rate Notes, provisions in respect of which are set out
in Condition 4(f) below and (z) Inverse Floating Rate Notes, provisions in respect of which are set out in
Condition 4(g) below (unless in each case the relevant Pricing Supplement specifies otherwise), for each
Interest Accrual Period shall be determined in the manner specified in the Pricing Supplement and the
provisions below relating to either ISDA Determination or Screen Rate Determination shall apply
depending upon which is specified in the Pricing Supplement.
(A) ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the Pricing Supplement as the manner in which the
Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be
determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes
of this sub-paragraph (A), "ISDA Rate" for an Interest Accrual Period means a rate equal to the
Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under
the terms of an agreement incorporating the ISDA Definitions and under which:
(x) the Floating Rate Option is as specified in the Pricing Supplement;
(y) the Designated Maturity is a period specified in the Pricing Supplement; and
(z) the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise
specified in the Pricing Supplement. For the purposes of this sub-paragraph (A), "Floating
Rate", "Calculation Agent", "Floating Rate Option", "Designated Maturity", "Reset
Date", and "Swap Transaction" have the meanings given to those terms in the ISDA
Definitions.
(B) Screen Rate/Reference Bank Determination for Floating Rate Notes
(x) If Screen Rate Determination is specified in the Pricing Supplement as the manner in which
the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period
shall be (as determined by the Calculation Agent) on the following basis:
(I) if the Reference Rate is a composite quotation or a quotation customarily supplied
by one entity, the Calculation Agent will determine the Reference Rate for the
Specified Maturity and the Specified Currency which appears on the Relevant
Screen Page as of the Relevant Time on the relevant Interest Determination Date;
or
(II) in any other case, the Calculation Agent will determine the arithmetic mean of the
Reference Rates for the Specified Maturity and the Specified Currency which
appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest
Determination Date;
(y) if sub-paragraph (x)(I) applies and no Reference Rate for the Specified Maturity and the
Specified Currency appears on the Relevant Screen Page at the Relevant Time on the
Interest Determination Date or if sub-paragraph (x)(II) applies and fewer than two
Reference Rates appear on the Relevant Screen Page at the Relevant Time on the Interest
Determination Date or if, in either case, the Relevant Screen Page is unavailable, subject
as provided below, the Calculation Agent will:
(A) request the principal Relevant Financial Centre office of each of the Reference
Banks to provide a quotation of the Reference Rate for the Specified Maturity and
the Specified Currency at approximately the Relevant Time on the Interest
Determination Date to leading banks in the Relevant Financial Centre interbank
market in an amount that is representative for a single transaction in that market at
that time; and
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(B) determine the arithmetic mean of such quotations; and
(z) if paragraph (y) above applies and the Calculation Agent determines that fewer than two
Reference Banks are so quoting the Reference Rate for the Specified Maturity and the Specified
Currency, subject as provided below, the Calculation Agent shall determine the arithmetic mean
of the rates per annum (expressed as a percentage) quoted by at least two out of five leading banks
selected by the Calculation Agent (after consultation with the Issuer) in the Principal Financial
Centre of the country of the Specified Currency and in an amount that is representative for a single
transaction in that market at that time, in each case as selected by the Calculation Agent (after
consultation with the Issuer), at or about the Relevant Time for a period commencing on the
Effective Date equivalent to the relevant Interest Accrual Period, for loans in the Specified
Currency to leading banks carrying on business in (I) Europe, or (II) (if the Calculation Agent
determines that fewer than two of such banks are so quoting to such leading banks in Europe),
the Principal Financial Centre, provided, however, that if fewer than two of such banks are so
quoting to such leading banks or the Calculation Agent is unable to determine a rate or (as the
case may be) an arithmetic mean in accordance with the above provisions on any Interest
Determination Date, the Rate of Interest shall be the Rate of Interest determined on the previous
Interest Determination Date (after readjustment for any difference between any Margin, Rate
Multiplier or Maximum Rate of Interest or Minimum Rate of Interest applicable to the preceding
Interest Accrual Period and to the relevant Interest Accrual Period).
(c) Rate of Interest for Index Linked Interest Notes:
The Rate of Interest in respect of Index Linked Interest Notes for each Interest Accrual Period shall be determined
in the manner specified in the Pricing Supplement and interest will accrue by reference to an Index or Formula as
specified in the Pricing Supplement. A Subordinated Note cannot be an Index Linked Interest Note.
(d) Rate of Interest on BBSW Notes
If a Note is specified to be a BBSW Note, the Rate of Interest for each Interest Accrual Period will be determined
by the Calculation Agent on the Interest Determination Date in respect of such Interest Accrual Period in
accordance with the following:
(i) the Rate of Interest shall be the rate (expressed as an interest rate per annum and rounded up, if necessary,
to the fourth decimal place) for prime bank eligible securities having a tenor approximately equal to the
relevant Interest Accrual Period which is designated as the “AVG MID” on the Thomson Reuters Screen
"BBSW" Page (or its successor or replacement page) ("BBSW Reuters Page") at or about the Relevant
Time (or such other time at which such rate customarily appears on that page (the “Publication Time”))
on the relevant Interest Determination Date in respect of such Interest Accrual Period;
(ii) if, by 10.30 a.m. Sydney time (or such other time that is 15 minutes after the then prevailing Publication
Time), on any Interest Determination Date, such rate does not appear on the BBSW Reuters Page, the
Rate of Interest means the rate determined by the Calculation Agent on the Interest Determination Date
in good faith, having regard, to the extent possible, to:
(A) the rates otherwise bid and offered at or around 10.30 a.m. Sydney time (or such other
time that is 15 minutes after the then prevailing Publication Time) on the Interest
Determination Date for prime bank eligible securities having a tenor approximately
equal to the relevant Interest Accrual Period; and
(B) if bid and offer rates at or around 10.30 a.m. Sydney time (or such other time that is
15 minutes after the then prevailing Publication Time) on the Interest Determination
Date for prime bank eligible securities having a tenor approximately equal to the
relevant Interest Accrual Period are not otherwise available, the rates otherwise bid
and offered at or around 10.30 a.m. Sydney time (or such other time that is 15 minutes
after the then prevailing Publication Time) on the Interest Determination Date for
funds having a tenor approximately equal to the relevant Interest Accrual Period; and
(iii) if, on any Interest Determination Date, the Rate of Interest cannot be determined by reference to any of
sub-paragraphs (i) and (ii) above, the Rate of Interest for the relevant Interest Accrual Period shall be the
Rate of Interest in effect for the last preceding Interest Accrual Period (after readjustment for any
8
difference between any Margin, Rate Multiplier or Maximum or Minimum Rate of Interest applicable to
the preceding Interest Accrual Period and to the relevant Interest Accrual Period).
(e) Rate of Interest on BKBM Notes
If a Note is specified to be a BKBM Note, the Rate of Interest for each Interest Accrual Period will be determined
by the Calculation Agent on the Interest Determination Date in respect of such Interest Accrual Period in
accordance with the following:
(i) the Rate of Interest shall be the Bank Bill Reference Rate (FRA) (rounded, if necessary, to the fifth
decimal place) administered by the New Zealand Financial Markets Association (or any other person
which takes over the administration of that rate) as set forth on the display page designated on page
"BKBM" on the Reuters screen service ("BKBM Reuters Page"), or such other information service as
may replace the BKBM Reuters Page, at or about the Relevant Time (or such other time at which such
rate customarily appears on that page (the “Publication Time”)) on the relevant Interest Determination
Date in respect of such Interest Accrual Period;
(ii) if, by 11.00 a.m. Wellington time (or such other time that is 15 minutes after the then prevailing
Publication Time), on any Interest Determination Date, such rate does not appear on the BKBM Reuters
Page, the Rate of Interest means the rate determined by the Calculation Agent on the Interest
Determination Date in good faith, having regard, to the extent possible, to the rates otherwise bid and
offered at or around 11.00 a.m. Wellington time (or such other time that is 15 minutes after the then
prevailing Publication Time) on the Interest Determination Date by participants in the BKBM trading
window for New Zealand bank bills having a tenor approximately equal to the relevant Interest Accrual
Period;
(iii) if, on any Interest Determination Date, the Rate of Interest cannot be determined by reference to any of
sub-paragraphs (i) and (ii) above, the Rate of Interest for the relevant Interest Accrual Period shall be the
Rate of Interest in effect for the last preceding Interest Accrual Period (after readjustment for any
difference between any Margin, Rate Multiplier or Maximum or Minimum Rate of Interest applicable to
the preceding Interest Accrual Period and to the relevant Interest Accrual Period).
(f) Rate of Interest on CMS Rate Notes
Each CMS Rate Note will bear interest on its outstanding Principal Amount in accordance with the provisions set
out in Condition 4(b)(i) above, at a specified rate that will be reset periodically based on the CMS Rate and any
Margin and Rate Multiplier. A Subordinated Note cannot be a CMS Rate Note.
"CMS Rate" means the EUR CMS Rate, the GBP CMS Rate or the USD CMS Rate, as specified in the applicable
Pricing Supplement.
The following procedures will apply if the rate cannot be set as described above, unless otherwise specified in the
applicable Pricing Supplement:
(i) If the GBP CMS Rate is not published on the Reuters Screen ICESWAP4 Page as described above, the
GBP CMS Rate will be a percentage determined on the basis of the mid-market semi-annual swap rate
quotations provided by the CMS Reference Banks at approximately 11.00 a.m., London time, on the
Interest Determination Date and, for this purpose, the semi-annual swap rate means the arithmetic mean
of the bid and offered rates for the semi-annual fixed leg, calculated on an Actual/365 (Fixed) day count
basis, of a fixed-for floating sterling interest rate swap transaction with a term equal to the Specified
Maturity commencing on the Interest Reset Date and in a Representative Amount with an acknowledged
dealer of good credit in the swap market, where the floating leg, in each case calculated on an Actual/365
(Fixed) day count basis, is equivalent (A) if the Specified Maturity is greater than one year, to GBP-
LIBOR-BBA with a Specified Maturity of six months or (B) if the Specified Maturity is one year or less,
to GBP-LIBOR-BBA with a Designated Maturity of three months. The Calculation Agent will request
the principal London office of each of the CMS Reference Banks to provide a quotation of its rate.
(ii) If at least three quotations are provided, the GBP CMS Rate will be the arithmetic mean of the quotations,
eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest).
9
(iii) If fewer than three quotations are provided as requested, the GBP CMS Rate for that Interest
Determination Date will be the same as the rate used for the prior Interest Reset Period.
(iv) If the EUR CMS Rate is not published on the Reuters Screen ICESWAP2 Page as described above, the
EUR CMS Rate will be a percentage determined on the basis of the mid-market annual swap rate
quotations provided by the CMS Reference Banks at approximately 11.00 a.m., London time, on the
Interest Determination Date and, for this purpose, the annual swap rate means the arithmetic mean of the
bid and offered rates for the annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for
floating euro interest rate swap transaction with a term equal to the Specified Maturity commencing on
the Interest Reset Date and in a Representative Amount with an acknowledged dealer of good credit in
the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to
EUR-EURIBOR-Reuters with a Specified Maturity of six months. The Calculation Agent will request
the principal office of each of the CMS Reference Banks to provide a quotation of its rate.
(v) If at least three quotations are provided, the EUR CMS Rate will be the arithmetic mean of the quotations,
eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest).
(vi) If fewer than three quotations are provided as requested, the EUR CMS Rate for that Interest
Determination Date will be the same as the rate used for the prior Interest Reset Period.
(vii) If the USD CMS Rate is not published on the Reuters Screen ICESWAP1 Page as described above, the
USD CMS Rate will be a percentage determined on the basis of the mid-market semi-annual swap rate
quotations provided by the CMS Reference Banks at approximately 11.00 a.m., New York City time, on
the Interest Determination Date and, for this purpose, the semi-annual swap rate means the mean of the
bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for
floating U.S. Dollar interest rate swap transaction with a term equal to the Specified Maturity
commencing on the Interest Reset Date and in a Representative Amount with an acknowledged dealer of
good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is
equivalent to USD-LIBOR-BBA with a maturity of three months. The Calculation Agent will request the
principal New York City office of each of the CMS Reference Banks to provide a quotation of its rate.
(viii) If at least three quotations are provided, the USD CMS Rate will be the arithmetic mean of the quotations,
eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation
(or, in the event of equality, one of the lowest).
(ix) If fewer than three quotations are provided as requested, the USD CMS Rate for that Interest
Determination Date will be the same as the rate used for the prior Interest Reset Period.
"CMS Reference Banks" means five leading swap dealers in the interbank market in the Principal Financial
Centre of the Specified Currency selected by the Calculation Agent.
"EUR CMS Rate" means respect to any Interest Determination Date will be the rate for euro swaps with the
Specified Maturity, expressed as a percentage, determined by the Calculation Agent by reference to the rates
which appears on the Reuters Screen ICESWAP2 Page under the heading "EURIBOR BASIS - EUR" and above
the caption "11:00AM FRANKFURT" as of 11:00 a.m., Frankfurt time.
"EUR-EURIBOR-Reuters" means, for any date, the rate for deposits in euros for a period of the Specified
Maturity which appears on the Reuters Screen EURIBOR01 Page as of 11:00 a.m., Brussels time, on the day that
is two TARGET2 Settlement Days preceding that date.
"GBP CMS Rate" means respect to any Interest Determination Date will be the rate for pound sterling swaps
with the Specified Maturity, expressed as a percentage, determined by the Calculation Agent by reference to the
rates appearing on Reuters Screen ICESWAP4 Page at approximately 11.10 a.m. (London time).
"U.S. dollars" and "U.S.$" means United States dollars.
"USD CMS Rate" means respect to any Interest Determination Date will be the rate for U.S. Dollar swaps with
the Specified Maturity, expressed as a percentage, determined by the Calculation Agent by reference to the rates
appearing on Reuters Screen ICESWAP1 Page at approximately 11.00 a.m. (New York City time).
10
"USD-LIBOR-BBA" means, for any date, the rate for deposits in U.S. dollars for a period of the Specified
Maturity which appears on the Reuters Screen LIBOR01 as of 11.00 a.m., London time, on the day that is two
London Business Days preceding that date.
(g) Inverse Floating Rate Notes
(i) Each Inverse Floating Rate Note, will bear interest on its outstanding Principal Amount in accordance
with the provisions set out in Condition 4(b)(i) above. The Rate of Interest for each Interest Accrual
Period shall be (as determined by the Calculation Agent) the Specified Fixed Rate minus the Relevant
Floating Rate where:
"Specified Fixed Rate" means, in respect of each Interest Accrual Period, the rate specified to be
applicable in respect of the Interest Payment Date on which the Interest Accrual Period ends, as set out
in the relevant Pricing Supplement.
"Relevant Floating Rate" means:
(A) the offered quotation; or
(B) the arithmetic mean of the offered quotations, for the Reference Rate for the Specified Maturity
and the Specified Currency in each case appearing on the Relevant Screen Page at the Relevant
Time on the Interest Determination Date;
A Subordinated Note cannot be an Inverse Floating Rate Note.
(ii) if sub-paragraph (A) applies and no Reference Rate for the Specified Maturity and the Specified Currency
appears on the Relevant Screen Page at the Relevant Time on the Interest Determination Date or if sub-
paragraph (B) applies and fewer than two offered quotations appear on the Relevant Screen Page at the
Relevant Time on the Interest Determination Date, subject as provided below, the Rate of Interest shall
be the arithmetic mean of the offered quotations that each of the Reference Banks is quoting (or such of
them, being at least two, as are so quoting) to leading banks in the Relevant Financial Centre at the
Relevant Time on the Interest Determination Date for deposits of the Specified Currency for a term equal
to the relevant Interest Accrual Period, as determined by the Calculation Agent; and
(iii) if paragraph (ii) above applies and the Calculation Agent determines that fewer than two Reference Banks
are so quoting the Reference Rate for the Specified Maturity and the Specified Currency, subject as
provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a
percentage), which the Calculation Agent determines to be the nearest equivalent to the Reference Rate
for the Specified Maturity and the Specified Currency, in respect of deposits of the Specified Currency
that at least two out of five leading banks selected by the Calculation Agent (after consultation with the
Issuer) in the Principal Financial Centre of the country of the Specified Currency, in each case as selected
by the Calculation Agent (after consultation with the Issuer), are quoting at or about the Relevant Time
for a period commencing on the Effective Date equivalent to the relevant Interest Accrual Period to
leading banks carrying on business in (A) Europe, or (B) if the Calculation Agent determines that fewer
than two of such banks are so quoting to such leading banks in Europe) the Principal Financial Centre;
except that, if fewer than two of such banks are so quoting to such leading banks, the Rate of Interest
shall be the Rate of Interest determined on the previous Interest Determination Date (after readjustment
for any difference between any Maximum Rate of Interest or Minimum Rate of Interest applicable to the
preceding Interest Accrual Period and to the relevant Interest Accrual Period).
(h) Zero Coupon Notes
Where a Note, the Interest Basis of which is specified in the Pricing Supplement to be Zero Coupon, is repayable
prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall
be the Early Redemption Amount of such Note, unless otherwise specified in the Pricing Supplement. As from
the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum
(expressed as a percentage) equal to the Amortisation Yield. A Subordinated Note cannot be a Zero Coupon Note.
11
(i) Dual Currency Notes
In the case of Dual Currency Notes, if the rate or amount of interest is to be determined by reference to a Rate of
Exchange or a method of calculating Rate of Exchange, the rate or amount of interest payable shall be determined
in the manner specified in the Pricing Supplement. A Subordinated Note cannot be a Dual Currency Note.
(j) Accrual of Interest
Interest shall cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment
is improperly withheld or refused, in which event interest shall continue to accrue (after, as well as before,
judgment) at the Rate of Interest in the manner provided in this Condition 4 to the Relevant Date.
(k) Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts, Rate
Multipliers and Rounding
(i) If any Margin or Rate Multiplier is specified in the Pricing Supplement (either (A) generally, or (B) in
relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in
the case of (A), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (B),
calculated in accordance with (b) or (c) above, by adding (if a positive number) or subtracting the absolute
value (if a negative number) of such Margin or multiplying such Rate Multiplier, subject always to the
next paragraph;
(ii) If any Maximum Rate of Interest or Minimum Rate of Interest, Instalment Amount or Redemption
Amount is specified in the Pricing Supplement, then any Rate of Interest, Instalment Amount or
Redemption Amount shall be subject to such maximum or minimum, as the case may be;
(iii) Subject to the requirements of applicable law, for the purposes of any calculations required pursuant to
these Conditions (unless otherwise specified), (A) all percentages resulting from such calculations shall
be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with halves being
rounded up), (B) all figures shall be rounded to seven decimal places (with halves being rounded up) and
(C) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency
(with halves being rounded up), save in the case of Yen, which shall be rounded down to the nearest Yen.
For these purposes "unit" means, with respect to any currency other than euro, the lowest amount of such
currency that is available as legal tender in the country of such currency and, with respect to euro, means
0.01 euro, as the case may be; and
(iv) The Pricing Supplement in respect of any Notes issued as Subordinated Notes must not specify a Rate
Multiplier, Maximum Rate of Interest, Minimum Rate of Interest or Instalment Amount.
(l) Calculations
Unless otherwise specified in the Pricing Supplement, the amount of interest payable in respect of any Note for
any period shall be calculated by multiplying the product of the Rate of Interest and the outstanding Principal
Amount of such Note by the Day Count Fraction, unless an Interest Amount (or a formula for its calculation) is
specified in the Pricing Supplement in respect of such period, in which case the amount of interest payable in
respect of such Note for such period shall equal such Interest Amount (or be calculated in accordance with such
formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest
payable in respect of such Interest Period shall be the sum of the amounts of interest payable in respect of each of
those Interest Accrual Periods.
(m) Determination and Publication of Rate of Interest, Interest Amounts, Final Redemption Amounts and
Instalment Amounts
As soon as practicable after the Relevant Time on each Interest Determination Date or such other time on such
date as the Calculation Agent may be required to calculate any rate or amount or Instalment Amount, obtain any
quotation or make any determination or calculation, it shall determine such rate and calculate the Interest Amounts
in respect of each Specified Denomination of the Notes for the relevant Interest Accrual Period, calculate the Final
Redemption Amount, Early Redemption Amount, Optional Redemption Amount or Instalment Amount, obtain
such quotation or make such determination or calculation, as the case may be, and cause the Rate of Interest and
the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to
be calculated, the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or any
Instalment Amount to be notified to the Fiscal Agent, the Issuer, the Guarantor (if applicable), each of the Paying
12
Agents, the Noteholders, the Registrar, any other Calculation Agent appointed in respect of the Notes that is to
make a further calculation upon receipt of such information and, if the Notes are listed on a stock exchange (and/or
admitted to listing, trading and/or quotation on any other listing authority, stock exchange and/or quotation
system) and the rules of such listing authority, stock exchange and/or quotation system so require, such listing
authority, stock exchange and/or quotation system as soon as possible after their determination but in no event
later than (i) the commencement of the relevant Interest Accrual Period, if determined prior to such time in the
case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth
Business Day after such determination. Where any Interest Payment Date or Interest Accrual Period is subject to
adjustment pursuant to Condition 4(a)(iv) or Condition 4(b)(ii), the Interest Amounts and the Interest Payment
Date so published may subsequently be amended (or appropriate alternative arrangements made by way of
adjustment) without notice in the event of an extension or shortening of the Interest Accrual Period. If the
Calculation Amount is less than the minimum Specified Denomination, the Calculation Agent shall not be
obligated to publish each Interest Amount but instead may publish only the Calculation Amount and the Interest
Amount in respect of a Note having the minimum Specified Denomination. If the Notes become due and payable
under Condition 9 (Events of Default), the accrued interest and the Rate of Interest payable in respect of the Notes
shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of
the Rate of Interest or the Interest Amount so calculated need be made. The determination of any rate or amount,
the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s)
shall (in the absence of manifest error) be final and binding upon all parties.
(n) Definitions
In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings
set out below:
"Amortisation Yield" has the meaning given in Condition 5(d)(ii) unless otherwise specified in the Pricing
Supplement.
"Amortised Face Amount" has the meaning given in Condition 5(d)(ii) unless otherwise specified in the Pricing
Supplement.
"APRA" means the Australian Prudential Regulation Authority (or any successor organisation).
"Australian Securities Exchange" or "ASX" means ASX Limited (ABN 98 008 624 691) or the securities market
operated by it, as the context requires.
"ASX Listing Rules" means the listing rules of the Australian Securities Exchange as amended, varied or waived
(whether in respect of the Issuer, TopCo or generally) from time to time.
"Australian Tax Act" means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997 of
Australia as applicable (which term includes any amendments or successor legislation).
"BBSW" means the Australian Bank Bill Swap Rate.
"BBSW Note" means a Floating Rate Note denominated in Australian dollars.
"BKBM" means the New Zealand Bank Bill reference rate inter-bank offered rate.
"BKBM Note" means a Floating Rate Note denominated in New Zealand dollars.
"Broken Amount" means the amount specified as such in (or calculated in accordance with the provisions of) the
relevant Pricing Supplement as it may be adjusted, in the case of the Subordinated Notes, in accordance with
Condition 5A.4.
"Business Day" means:
(i) in the case of Subordinated Notes, for the purposes of Conditions 5A to 5D (inclusive), means a business
day within the meaning of the ASX Listing Rules;
(ii) a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle
payments generally in London and, where ANZBGL is the Issuer, Sydney or, where ANZ New Zealand
or ANZNIL is the Issuer, Auckland and Wellington; and
13
(iii) in the case of:
(A) a Specified Currency other than euro, a day (other than a Saturday or Sunday) on which
commercial banks and foreign exchange markets settle payments generally in the Principal
Financial Centre for such Specified Currency; or
(B) in the case of euro, a TARGET2 Business Day; and
(iv) in the case of one or more additional business centres specified in the applicable Pricing Supplement
(each, an "Additional Business Centre"), a day (other than a Saturday or a Sunday) on which
commercial banks and foreign exchange markets settle payments in the Additional Business Centres or,
if no currency is indicated, generally in each of the Additional Business Centres,
unless otherwise specified in the relevant Pricing Supplement.
"Business Day Convention" in relation to an Interest Payment Date or other particular date, unless otherwise
specified in the relevant Pricing Supplement, has the following meaning as so specified in the Pricing Supplement:
(i) Floating Rate Business Day Convention means that the relevant date shall be postponed to the next day
that is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such
date shall be brought forward to the immediately preceding Business Day and (B) each subsequent such
date shall be the last Business Day of the month in which such date would have fallen had it not been
subject to adjustment;
(ii) Following Business Day Convention means that the relevant date shall be postponed to the next day
that is a Business Day;
(iii) Modified Following Business Day Convention means that the relevant date shall be postponed to the
next day that is a Business Day unless it would thereby fall into the next calendar month, in which event
such date shall be brought forward to the immediately preceding Business Day;
(iv) Preceding Business Day Convention means that the relevant date shall be brought forward to the
immediately preceding Business Day; or
(v) No adjustment means that the relevant date shall not be adjusted in accordance with any Business Day
Convention.
"Calculation Amount" has the meaning given in the relevant Pricing Supplement as it may be adjusted, in the
case of the Subordinated Notes, in accordance with Condition 5A.4.
"CDOR" means the Toronto inter-bank offered rate.
"CMS Rate Note" means a Floating Rate Note where the designated Interest Basis is CMS Rate.
"CNH HIBOR" means the CNH Hong Kong Interbank Offered Rate.
"Code" means the U.S. Internal Revenue Code of 1986, as amended.
"Day Count Fraction" means, in relation to the calculation of an amount of interest on any Note for any period
of time (from and including the first day of such period to but excluding the last) (whether or not constituting an
Interest Accrual Period, the "Calculation Period"):
(i) if "Actual/Actual (ICMA)" is specified in the Pricing Supplement:
(A) where the Calculation Period is equal to or shorter than the Regular Period during which it falls,
the actual number of days in the Calculation Period divided by the product of (x) the actual number
of days in such Regular Period and (y) the number of Regular Periods in any year; and
(B) where the Calculation Period is longer than one Regular Period, the sum of:
(x) the actual number of days in such Calculation Period falling in the Regular Period in
which it begins divided by the product of (I) the actual number of days in such Regular
Period and (II) the number of Regular Periods in any year; and
14
(y) the actual number of days in such Calculation Period falling in the next Regular Period
divided by the product of (I) the actual number of days in such Regular Period and (II)
the number of Regular Periods in any year;
where "Regular Period" means:
(aa) in the case of Notes where interest is scheduled to be paid only by means of regular payments,
each period from and including the Interest Commencement Date to but excluding the first Interest
Payment Date and each successive period from and including one Interest Payment Date to but
excluding the next Interest Payment Date;
(bb) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid
only by means of regular payments, each period from and including a Regular Date falling in any
year to but excluding the next Regular Date, where "Regular Date" means the day and month
(but not the year) on which any Interest Payment Date falls; and
(cc) in the case of Notes where, apart from one Interest Period other than the first Interest Period,
interest is scheduled to be paid only by means of regular payments, each period from and including
a Regular Date falling in any year to but excluding the next Regular Date, where "Regular Date"
means the day and month (but not the year) on which any Interest Payment Date falls other than
the Interest Payment Date falling at the end of the irregular Interest Period;
(ii) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the Pricing Supplement, the actual number
of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a
leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a
leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period
falling in a non-leap year divided by 365);
(iii) if "Actual/365 (Fixed)" is specified in the Pricing Supplement, the actual number of days in the
Calculation Period divided by 365;
(iv) if "Actual/360" is specified in the Pricing Supplement, the actual number of days in the Calculation
Period divided by 360;
(v) if "30/360 (ICMA)" is specified in the Pricing Supplement, the number of days in the period from (and
including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but
excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360
days with 12 30-day months) divided by 360;
(vi) if "30/360", "360/360" or "Bond Basis" is specified in the Pricing Supplement, the number of days in the
Calculation Period divided by 360, calculated on a formula basis as follows:
where:
Day Count Fraction =
[
360 ×
(
Y
2
-Y
1
)]
+
[
30 ×
(
M
2
-M
1
)
+
(
D
2
-D
1
)]
360
"Y
1
" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y
2
" is the year, expressed as a number, in which the day immediately following the last day of the
Calculation Period falls;
"M
1
" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
"M
2
" is the calendar month, expressed as a number, in which the day immediately following the last day
of the Calculation Period falls;
"D
1
" is the first calendar day, expressed as a number, of the Calculation Period, unless such number is
31, in which case D
1
will be 30; and
"D
2
" is the calendar day, expressed as a number, immediately following the last day included in the
Calculation Period, unless such number would be 31 and D
1
is greater than 29, in which case D
2
will be 30;
15
(vii) if "30E/360" or "Eurobond Basis" is specified in the Pricing Supplement, the number of days in the
Calculation Period divided by 360, calculated on a formula basis as follows:
where:
Day Count Fraction =
[
360 ×
(
Y
2
-Y
1
)]
+
[
30 ×
(
M
2
-M
1
)
+
(
D
2
-D
1
)]
360
"Y
1
" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y
2
" is the year, expressed as a number, in which the day immediately following the last day of the
Calculation Period falls;
"M
1
" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
"M
2
" is the calendar month, expressed as a number, in which the day immediately following the last day
of the Calculation Period falls;
"D
1
" is the first calendar day, expressed as a number, of the Calculation Period, unless such number
would be 31, in which case D
1
will be 30; and
"D
2
" is the calendar day, expressed as a number, immediately following the last day included in the
Calculation Period, unless such number would be 31, in which case D
2
will be 30; or
(viii) if "30E/360 (ISDA)" is specified in the Pricing Supplement, the number of days in the Calculation Period
divided by 360, calculated on a formula basis as follows:
where:
Day Count Fraction =
[
360 ×
(
Y
2
-Y
1
)]
+
[
30 ×
(
M
2
-M
1
)
+
(
D
2
-D
1
)]
360
"Y
1
" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y
2
" is the year, expressed as a number, in which the day immediately following the last day of the
Calculation Period falls;
"M
1
" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
"M
2
" is the calendar month, expressed as a number, in which the day immediately following the last day
of the Calculation Period falls;
"D
1
" is the first calendar day, expressed as a number, of the Calculation Period, unless (A) that day is the
last day of February or (B) such number would be 31, in which case D
1
will be 30; and
"D
2
" is the calendar day, expressed as a number, immediately following the last day included in the
Calculation Period, unless (A) that day is the last day of February but not the Maturity Date or (B) such
number would be 31, in which case D
2
will be 30,
provided, however, that in each case the number of days in the Calculation Period is calculated from and including
the first day of the Calculation Period to but excluding the last day of the Calculation Period.
"Early Redemption Amount" means, in relation to a Note other than a Zero Coupon Note, its Principal Amount
unless otherwise specified in the Pricing Supplement or, in relation to a Zero Coupon Note, as specified in
Condition 5(d).
"Effective Date" means, with respect to any Floating Rate to be determined on an Interest Determination Date,
unless otherwise specified in the Pricing Supplement, the first day of the Interest Accrual Period to which such
Interest Determination Date relates.
"EURIBOR" means the Euro-Zone inter-bank offered rate.
"Euro-Zone" means the region comprising Member States of the European Economic Area that adopt the single
currency in accordance with the Treaty establishing the European Union, as amended (the "Treaty").
16
"Event of Default", in respect of Unsubordinated Notes, has the meaning given in Condition 9(a) and, in respect
of Subordinated Notes, has the meaning given in Condition 9(b).
"Exercise Notice" has the meaning given in Condition 5(f).
"Extraordinary Resolution" has the meaning given in Condition 11(a).
"FATCA" means:
(i) Sections 1471-1474 of the Code (or any amended or successor version to the Code) and any current or
future regulations or official interpretations thereof;
(ii) any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance or practices adopted pursuant to any
intergovernmental agreement entered into in connection with the implementation of either such sections
of the Code or analogous provisions of non-U.S. law; or
(iii) any agreement pursuant to the implementation of paragraphs (i) or (ii) above with the U.S. Internal
Revenue Service, the U.S. government or any governmental or taxation authority in any other
jurisdiction.
"Federal Funds Effective Rate US" means the volume weighted average rate at which depositary institutions
lend balances at the Federal Reserve to other depositary institutions.
"Final Redemption Amount" means, in relation to a Note, its Principal Amount unless otherwise specified in the
Pricing Supplement.
"Fixed Coupon Amount" means the amount specified as such in (or calculated in accordance with the provisions
of) the relevant Pricing Supplement as it may be adjusted, in the case of the Subordinated Notes, in accordance
with Condition 5A.4.
"HIBOR" means the Hong Kong inter-bank offered rate.
"Initial Call Date" means the first occurring Optional Redemption Date (if any).
"Instalment Amount" means the amount specified as such in (or calculated in accordance with the provisions of)
the relevant Pricing Supplement.
"Interest Amount" means the amount of interest payable, and in the case of Fixed Rate Notes, means the Fixed
Coupon Amount, Broken Amount or the amount calculated pursuant to Condition 4(a)(iii), as the case may be
and as it may be adjusted, in the case of the Subordinated Notes, in accordance with Condition 5A.4.
"Interest Accrual Period" means the period beginning on (and including) the Interest Commencement Date and
ending on (but excluding) the first Interest Period Date and each successive period beginning on (and including)
an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date, except that the
final Interest Accrual Period ends on (but excludes) the Maturity Date or the date of any earlier redemption of a
Note in accordance with the Conditions, or any other period specified in the Pricing Supplement.
"Interest Commencement Date" means the Issue Date or such other date as may be specified in the Pricing
Supplement.
"Interest Determination Date" means, with respect to a Rate of Interest and Interest Accrual Period, the date
specified as such in the Pricing Supplement or, if none is so specified:
(i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or if the Notes are
BBSW Notes or BKBM Notes;
(ii) except for BBSW Notes or BKBM Notes, the day falling two Business Days for the Specified Currency
prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro;
or
(iii) the day falling two TARGET2 Business Days prior to the first day of such Interest Accrual Period if the
Specified Currency is euro.
17
"Interest Payment Date(s)" means the date or dates specified in the Pricing Supplement and, unless otherwise
specified in the Pricing Supplement, the final Interest Payment Date shall be the Maturity Date or such earlier date
on which the relevant Notes are redeemed in accordance with the Conditions.
"Interest Period" means, unless otherwise specified in the Pricing Supplement, the period beginning on (and
including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and
each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the
next succeeding Interest Payment Date, except that the final Interest Period ends on (but excludes) the Maturity
Date or the date of any earlier redemption of a Note in accordance with the Conditions.
"Interest Period Date" means each Interest Payment Date unless otherwise specified in the Pricing Supplement.
"ISDA Definitions" means, the 2006 ISDA Definitions (as amended and updated as at the date of issue of the
first Tranche of the Notes of the relevant Series (as specified in the relevant Pricing Supplement)) as published by
the International Swaps and Derivatives Association, Inc.
"Issue Date" means the date of issue of the Notes as specified in the Pricing Supplement.
"JIBAR" means the Johannesburg inter-bank offered rate.
"LIBOR" means the London inter-bank offered rate.
"Maturity Date" in respect of a Note, means the maturity date of that Note.
"Maximum Redemption Amount" means the amount specified as such in (or calculated in accordance with the
provisions of) the relevant Pricing Supplement.
"Minimum Redemption Amount" means the amount specified as such in (or calculated in accordance with the
provisions of) the relevant Pricing Supplement.
"MosPrime" means the Moscow inter-bank offered rate.
"MXN-TIIE-MEX06" means the Tasa de Interés Interbancaria de Equilibrio for MXN for a period of 28 days
published by the Banco de México (Mexican Central Bank).
"NIBOR" means the Oslo inter-bank offered rate.
"Offshore Associate" has the meaning given in Condition 5(g).
"Optional Redemption Amount" means the amount specified as such in (or calculated in accordance with the
provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the Subordinated Notes, in
accordance with Condition 5A.4.
"Optional Redemption Date" means the date or dates specified as such in the relevant Pricing Supplement.
"PRIBOR" means the Prague inter-bank offered rate.
"Principal Amount" in respect of a Note, means the outstanding principal amount of that Note as it may be
adjusted, in the case of a Subordinated Note, in accordance with Condition 5A.4.
"Principal Financial Centre" means, in relation to a Specified Currency or any other currency, the principal
financial centre of the country of that Specified Currency or other currency, which in the case of euro, is the Euro-
Zone.
"Rate of Interest" means the rate of interest payable from time to time in respect of this Note and that is either
specified in the relevant Pricing Supplement or calculated in accordance with these Conditions and the provisions
set out in the Pricing Supplement.
"Record Date" has the meaning given in Condition 6(b)(ii).
"Redemption Amount(s)" means the Final Redemption Amount, Early Redemption Amount, Optional
Redemption Amount, Maximum Redemption Amount or Minimum Redemption Amount, as the case may be.
18
"Reference Banks" means the institutions specified as such in the Pricing Supplement or, if none, four major
banks selected by the Calculation Agent in the interbank market (or, if appropriate, money, swap or over-the-
counter index options market) that is most closely connected with the Reference Rate specified in the Pricing
Supplement which, if the relevant Reference Rate is EURIBOR, shall be the Euro-Zone.
"Reference Rate" means LIBOR, Federal Funds Effective Rate US, EURIBOR, CDOR, CMS Rate, SHIBOR,
HIBOR, SIBOR, STIBOR, NIBOR, JIBAR, TRYIBOR, MXN-TIIE-MEX06, PRIBOR, MosPrime or such other
rate as specified in the relevant Pricing Supplement.
"Relevant Date" has the meaning given in Condition 7 (Taxation).
"Relevant Financial Centre" means, with respect to any Floating Rate to be determined in accordance with
Screen Rate Determination on an Interest Determination Date:
(i) (A) in the case of BBSW Notes, Sydney (B) in the case of BKBM Notes, either Wellington or Auckland,
New Zealand or (C) in either case such other financial centre as may be specified in the Pricing
Supplement; and
(ii) in all other cases, the financial centre specified as such in the Pricing Supplement or, if none is so
specified, the Principal Financial Centre with which the relevant Reference Rate is most closely
connected (which, where the Specified Currency is euro, shall be the Euro-Zone) or, if none is so
connected, London.
"Relevant Screen Page" means the screen page specified as such in the relevant Pricing Supplement.
"Relevant Time" with respect to any Interest Determination Date, unless otherwise specified in the Pricing
Supplement, in the case of BBSW Notes is 10.15 a.m. Sydney time, in the case of the BKBM Notes is 10.45 a.m.
Wellington time, in the case of LIBOR is 11.00 a.m. London time, in the case of EURIBOR is 11.00 a.m. Brussels
time, in the case of CDOR is 10.00 a.m. Toronto time, in the case of SHIBOR is 11.30 a.m. Beijing time, in the
case of HIBOR is 11.00 a.m. Hong Kong time, in the case of SIBOR is 11.00 a.m. Singapore time, in the case of
STIBOR is 11.00 a.m. Stockholm time, in the case of NIBOR is 12.00 p.m. Oslo time, in the case of JIBAR is
11.00 a.m. Johannesburg time, in the case of TRYIBOR is 11.15 a.m. Istanbul time, in the case of MXN-TIIE-
MEX06 is 11.00 a.m. Mexico City time, in the case of PRIBOR is 1.00 p.m. Prague time and in the case of
MosPrime is 12.30 p.m. Moscow time or such other time as may be specified in the relevant Pricing Supplement
(or, in each case, such other time at which such rate customarily appears). The Relevant Time in the case of CNH
HIBOR will be specified in the relevant Pricing Supplement. If a substitute or successor screen page is used for
the purposes of calculating a Screen Rate as provided in Condition 4(q), the Relevant Time in relation to such
Screen Rate will be the nearest comparable time at which such Screen Rate is published on such substitute or
successor screen page.
"SHIBOR" means the Shanghai inter-bank rate.
"SIBOR" means the Singapore inter-bank offered rate.
"Solvent" means at any time in respect of ANZBGL:
(i) it is able to pay all its debts as and when they become due and payable; and
(ii) its assets exceed its liabilities, in each case determined on an unconsolidated stand-alone basis.
"Specified Currency" means the currency specified as such in the Pricing Supplement or, if none is specified,
the currency in which the Notes are denominated.
"Specified Maturity" has the meaning given in the relevant Pricing Supplement.
"STIBOR" means the Stockholm inter-bank offered rate.
"TARGET2 Business Day" means a day on which the TARGET2 System is open.
"TARGET2 System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET2) System.
"TRYIBOR" means the Turkish inter-bank offered rate.
19
(o) Calculation Agent and Reference Banks
The Issuer and, if applicable, the Guarantor shall procure that there shall at all times be four Reference Banks (or
such other number as may be required) with offices in the Relevant Financial Centre and one or more Calculation
Agents if provision is made for them in the Pricing Supplement and for so long as any Note is outstanding (as
defined in the Agency Agreement). If any Reference Bank (acting through its relevant offices) is unable or
unwilling to continue to act as a Reference Bank, then the Issuer or, failing which and if applicable, the Guarantor
shall appoint another Reference Bank with an office in the Relevant Financial Centre to act as such in its place.
Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the
Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the
Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to
establish the Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount, Instalment
Amount, Final Redemption Amount or Optional Redemption Amount or to comply with any other requirement,
the Issuer or, failing which and if applicable, the Guarantor shall appoint a leading bank or investment banking
firm engaged in the inter-bank market (or, if appropriate, money, swap or over-the-counter index options market)
that is most closely connected with the calculation or determination to be made by the Calculation Agent (acting
through its principal London office or any other office actively involved in such market) to act as such in its place.
The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.
(p) Linear Interpolation
Where Linear Interpolation is specified as being applicable in respect of an Interest Period in the applicable Pricing
Supplement, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straight
line linear interpolation by reference to two rates based on the relevant Reference Rate or the relevant Floating
Rate Option, as applicable, one of which shall be determined as if the Designated Maturity or Specified Maturity,
as applicable, as specified in the applicable Pricing Supplement, were the period of time for which rates are
available next shorter than the length of the relevant Interest Period and the other of which rates are available next
longer than the length of the relevant Interest Period, provided, however, that if there is no rate available for the
period of time next shorter or, as the case may be, next longer, then the Calculation Agent shall determine such
rate at such time and by reference to such sources as it determines appropriate.
(q) Certificates to be final
All certificates, communications, opinions, determinations, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of the provisions of this Condition 4 (Interest and other
Calculations) shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the
Guarantor (if applicable), the Calculation Agent, the Fiscal Agent, the other Paying Agents (if any), the Registrar
and all Noteholders, Receiptholders and Couponholders and (in the absence as aforesaid) no liability to the Issuer,
the Noteholders, the Receiptholders or the Couponholders shall attach to the Calculation Agent in connection with
the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.
(r) Conditions of Payment — Subordinated Notes
Prior to the commencement of the winding-up of ANZBGL (other than under or in connection with a scheme of
amalgamation or reconstruction not involving bankruptcy or insolvency):
(i) the obligations of ANZBGL to make payments of principal of, any interest on, and any other payments,
including additional amounts, in respect of the Subordinated Notes will be conditional on ANZBGL
being Solvent at the time of such payment by ANZBGL; and
(ii) no payment of principal of, any interest on, and any other payments, including additional amounts, in
respect of the Subordinated Notes shall be made unless ANZBGL is Solvent immediately after making
such payment,
and if, pursuant to this Condition, ANZBGL fails to make any payment of principal of, or interest on, or any other
payment, including additional amounts, in respect of any Subordinated Note when due, such failure will not
constitute an Event of Default for the purposes of Condition 9(b)(ii).
A certificate signed by ANZBGL, two authorised signatories or an auditor of ANZBGL or, if ANZBGL is being
wound up, its liquidator as to whether ANZBGL is Solvent at any time is (in the absence of wilful default, bad
faith or manifest error) conclusive evidence of the information contained in the certificate and will be binding on
the Subordinated Noteholders. In the absence of any such certificate, the Subordinated Noteholders are entitled to
20
assume (unless the contrary is proved) that ANZBGL is Solvent at the time of, and will be Solvent immediately
after, any payment on or in respect of the Subordinated Notes.
Any amount not paid on account of this Condition remains and accumulates as a debt owing and is payable on the
first date on and to the extent to which the amount is able to be paid in compliance with this Condition.
(s) Substitute or Successor Screen Page
Any reference in these Conditions or in the Pricing Supplement to a screen page on Reuters or on Bloomberg
means the display page so designated on the Reuters Monitor Money Rates Service (or any successor service) or
the Bloomberg Professional® service (or any successor service), as the case may be, or such other page as may
replace such page for the purpose of displaying the relevant rate.
5. Redemption, Purchase and Options
(a) Redemption by Instalments and Final Redemption
(i) Unless previously redeemed, purchased and cancelled as provided in this Condition 5 or unless the
relevant Instalment Date (being one of the dates so specified in the Pricing Supplement) is extended
pursuant to any Issuer's or Noteholder's option in accordance with Condition 5(e) or 5(f), each Note that
provides for Instalment Dates and Instalment Amounts (each, an "Instalment Note") shall be partially
redeemed on each Instalment Date at the related Instalment Amount specified in the Pricing Supplement.
The outstanding Principal Amount of each such Note shall be reduced by the Instalment Amount (or, if
such Instalment Amount is calculated by reference to a proportion of the Principal Amount of such Note,
such proportion) for all purposes with effect from the related Instalment Date, unless payment of the
Instalment Amount is improperly withheld or refused on presentation of the related Receipt, in which
case, such amount shall remain outstanding until the Relevant Date relating to such Instalment Amount.
A Subordinated Note will not provide for redemption by Instalments.
(ii) Unless previously redeemed, purchased and cancelled, Converted or Written-Off as provided below or
its maturity is extended pursuant to any Issuer's or Noteholder's option in accordance with Condition 5(e)
or 5(f), each Note shall be finally redeemed on the Maturity Date specified in the Pricing Supplement at
its Final Redemption Amount or, in the case of a Note falling within paragraph (i) above, its final
Instalment Amount.
(b) Redemption for Taxation Reasons Applicable to all Notes
If, as a result of any change in or amendment to the laws or regulations of the jurisdiction of incorporation of the
Issuer and/or, where the Issuer is acting through its branch, the jurisdiction, country or territory in which the
branch through which the Issuer is acting as specified in the relevant Pricing Supplement is located and/or, if
applicable, the jurisdiction of incorporation of the Guarantor, or any political subdivision or any authority thereof
or therein having power to tax, or any change in the application or official interpretation of such laws or regulations
or any ruling, confirmation or advice from any taxing authority, which change or amendment or ruling becomes
effective on or after the Issue Date (and in respect of any Subordinated Note, which ANZBGL did not expect as
at the Issue Date of that Subordinated Note) shown on the face of any Note:
(i) in the case of any Note, the Issuer or, if applicable, the Guarantor (if the Guarantor was or is obliged to
make a payment under the Guarantee) has or will become obliged to pay additional amounts as provided
in Condition 7 (Taxation);
(ii) in the case of any Subordinated Note only and if specified in the Pricing Supplement, ANZBGL or the
consolidated tax group of which it is a member would be exposed to more than a de minimis amount of
other taxes, levies, imposts, charges and duties (including stamp and transaction duties) imposed by any
authority together with any related interest, penalties and expenses in connection with them, assessments
or other governmental charges in connection with any Note; or
(iii) in the case of any Subordinated Note only and if specified in the Pricing Supplement, ANZBGL
determines that any interest payable on any Note is not, or may not be, allowed as a deduction for the
purposes of Australian income tax,
the Issuer may at its option, at any time (if this Note is neither a Floating Rate Note nor an Index Linked Interest
Note) or on any Interest Payment Date (in the case of Floating Rate Notes or Index Linked Interest Notes) and
21
subject to Condition 5(i) in the case of any Subordinated Note, on giving not more than 60 nor less than 30 days'
notice to the Noteholders of the relevant Series (which notice shall be irrevocable) redeem all, but not some only,
of the Notes of the relevant Series at their Early Redemption Amount together with interest accrued to the date
fixed for redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Issuer or, if applicable, the Guarantor would be obliged to pay such additional amounts
were a payment in respect of the Notes then due or (as the case may be) an obligation to make a payment under
the Guarantee were then made. Prior to the publication of any notice of redemption pursuant to this Condition
5(b), the Issuer shall deliver to the Fiscal Agent a certificate signed by two persons each of whom is either a
Director, a Senior Executive, an authorised representative or of equivalent status of the Issuer stating that the
Issuer is entitled to effect such redemption and setting forth a statement of the facts showing that the conditions
precedent to the right of the Issuer so to redeem have occurred.
(c) Redemption of Subordinated Notes for Regulatory Reasons
If specified in the relevant Pricing Supplement, if a Regulatory Event occurs, ANZBGL may at its option, at any
time (if the Subordinated Note is not a Floating Rate Note) or on any Interest Payment Date (in the case of a
Subordinated Note that is a Floating Rate Note) and subject to Condition 5(i) on giving not more than 60 nor less
than 30 days' notice to the Subordinated Noteholders of the relevant Series (which notice shall be irrevocable)
redeem all, but not some only, of the Subordinated Notes of the relevant Series at the Early Redemption Amount
together with interest accrued to the date fixed for redemption. Prior to the publication of any notice of redemption
pursuant to this Condition 5(c), ANZBGL shall deliver to the Fiscal Agent a certificate signed by two persons
each of whom is either a Director, a Senior Executive, an authorised representative or of equivalent status of
ANZBGL stating that ANZBGL is entitled to effect such redemption and setting forth a statement of the facts
showing that the conditions precedent to the right of ANZBGL so to redeem have occurred.
For the purposes of this Condition 5(c):
"Regulatory Event" means ANZBGL determines, having received:
(i) an opinion from a reputable legal counsel that as a result of any amendment to, clarification of or change
(including any announcement of a change that has been or will be introduced) in, any law or regulation
of the Commonwealth of Australia, or any official administrative pronouncement or action or judicial
decision interpreting or applying such laws or regulations, which amendment, clarification or change is
effective, or pronouncement, action or decision is announced, after the Issue Date; or
(ii) a written statement from APRA after the Issue Date,
that, in each case, ANZBGL is not or will not be entitled to treat all Subordinated Notes of a Series as Tier 2
Capital, provided that, in each case, on the Issue Date of the Subordinated Notes, ANZBGL did not expect that
matters giving rise to the Regulatory Event would occur.
(d) Early Redemption of Zero Coupon Notes
(i) The Early Redemption Amount payable in respect of any Zero Coupon Note that does not bear interest
prior to the Maturity Date, the Early Redemption Amount of which is not linked to an index and/or a
formula, upon redemption of such Note pursuant to Condition 5(b) or (c) or upon it becoming due and
payable as provided in Condition 9 (Events of Default), shall be the Amortised Face Amount (calculated
as provided below) of such Note unless otherwise specified in the Pricing Supplement.
(ii) Subject to the provisions of sub-paragraph (iii) below, the "Amortised Face Amount" of any such Note
shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted to the
date of its early redemption at a rate per annum (expressed as a percentage) equal to (A) where Compound
Interest is specified in the Pricing Supplement, the "Amortisation Yield" (which, if none is set out in the
Pricing Supplement, shall be such rate as would produce an Amortised Face Amount equal to the Issue
Price of the Notes if such Notes were discounted back from the Maturity Date to the Issue Date)
compounded annually, or (B) where Linear Interest is specified in the Pricing Supplement, an amount
per Calculation Amount calculated in accordance with the following formula:
Amortised Face Amount = 퐶푎푙푐푢푙푎푡푖표푛 퐴푚표푢푛푡+(퐴푐푐푟푒푡푖푛푔 푃푎푦푚푒푛푡 퐴푚표푢푛푡 푥 퐴)+퐵
Where:
22
"A" means the aggregate number of Accreting Payment Periods that precede the Final
Accreting Payment Period;
"Accreting Payment Amount" means the amount per Calculation Amount specified in the
Pricing Supplement;
"Accreting Payment Period" means a period specified in the Pricing Supplement;
"B" means, in respect of the Final Accreting Payment Period, the Accreting Payment Amount
multiplied by the Day Count Fraction;
"Early Redemption Date" means in respect of this Condition 5(d) the date on which the Notes
are redeemed prior to the Maturity Date; and
"Final Accreting Payment Period" means a period specified in the Pricing Supplement.
Where such calculation referred to in sub-paragraph (A) of this sub-paragraph (ii) is to be made for a
period of less than one year, it shall be made on the basis of the Day Count Fraction set out in the Pricing
Supplement.
(iii) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to
Condition 5(b) or (c) or upon it becoming due and payable as provided in Condition 9 (Events of Default)
is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be
the Amortised Face Amount of such Note as defined in sub-paragraph (ii) above, except that such sub-
paragraph shall have effect as though the reference therein, in the case of sub-paragraph (A), to the date
on which the Note becomes due and payable or, in the case of sub-paragraph (B), the Early Redemption
Date, were replaced by a reference to the Relevant Date. The calculation of the Amortised Face Amount
in accordance with this sub-paragraph shall continue to be made (after, as well as before, judgment) until
the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount
due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date
together with any interest that may accrue in accordance with Condition 4(h).
(e) Redemption at the Option of the Issuer and Exercise of Issuer's Options
If a Call Option is included in the Pricing Supplement and subject to Condition 5(i) in the case of any Subordinated
Note, the Issuer may, on giving not less than five or more than 30 days' irrevocable notice (subject to such other
notice period as may be specified in the Pricing Supplement under "Option Exercise Date(s)") to the Noteholders
redeem, or exercise any Issuer's option (as may be described in the Pricing Supplement) in relation to, all or, if so
provided, some of the Notes on any Optional Redemption Date (which, in the case of a Subordinated Note, may
not be before the fifth anniversary of the Issue Date of that Subordinated Note). Any such redemption of Notes
shall be at their Optional Redemption Amount together with interest accrued to the date fixed for redemption.
Any such redemption or exercise of the Issuer's option shall only relate to Notes of a Principal Amount at least
equal to the Minimum Redemption Amount to be redeemed specified in the Pricing Supplement and no greater
than the Maximum Redemption Amount to be redeemed specified in the Pricing Supplement.
All Notes in respect of which any such notice is given shall be redeemed, or the Issuer's option shall be exercised,
on the date specified in such notice in accordance with this Condition.
In the case of a partial redemption or a partial exercise of an Issuer's option, the notice to Noteholders shall also
contain the certificate numbers of the Notes to be redeemed or in respect of which such option has been exercised,
which shall have been drawn in such place as may be fair and reasonable in the circumstances, having regard to
prevailing market practices and in such manner as it deems appropriate, subject to compliance with any applicable
laws and stock exchange requirements. So long as the Notes are admitted to listing, trading and/or quotation on
any listing authority, stock exchange and/or quotation system and the rules of the relevant listing authority, stock
exchange and/or quotation system so require, the Issuer shall, once in each year in which there has been a partial
redemption of the Notes, cause to be published in a leading newspaper of general circulation in London (which is
expected to be the Financial Times), or as specified by such other listing authority, stock exchange and/or
quotation system, a notice specifying the aggregate principal amount of Notes outstanding and a list of the Notes
drawn for redemption but not surrendered.
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(f) Redemption at the Option of Noteholders and Exercise of Noteholders' Options
If a Put Option is specified in the Pricing Supplement, the Issuer shall, at the option of the holder of such Note,
upon the holder of such Note giving not less than 15 nor more than 30 days' notice to the Issuer (subject to such
other notice period as may be specified in the Pricing Supplement, under "Option Exercise Date(s)"), redeem such
Note on the Optional Redemption Date(s) so provided at its Optional Redemption Amount together with interest
accrued to the date fixed for redemption.
To exercise such option or any other Noteholder's option that may be set out in the Pricing Supplement the holder
must deposit (in the case of Bearer Notes) such Note (together with all unmatured Receipts and Coupons and
unexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such
Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed option
exercise notice ("Exercise Notice") in the form obtainable from any Paying Agent, the Registrar or any Transfer
Agent (as applicable) within the notice period. No Note or Certificate so deposited and option exercised may be
withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer, except that such
Note or Certificate will be returned to the relevant Noteholder by the Paying Agent, the Registrar or Transfer
Agent with which it has been deposited if, prior to the due date for its redemption or the exercise of the option,
the Note becomes immediately due and payable or if upon due presentation payment of the redemption moneys
is not made or exercise of the option is denied.
A Put Option may not be specified in the Pricing Supplement in respect of Subordinated Notes.
(g) Purchases
Where ANZBGL is the Issuer of this Note, ANZBGL is taken to represent as at the date of issue of this Note, that
it does not know, or have any reasonable grounds to suspect, that this Note or any interest in this Note is being or
will later be, acquired either directly or indirectly by an Offshore Associate of ANZBGL (acting other than in the
capacity of a dealer, manager or underwriter in relation to the placement of this Note or a clearing house, custodian,
funds manager or responsible entity of a registered scheme within the meaning of the Corporations Act 2001 of
Australia ("Corporations Act")).
"Offshore Associate" means an associate (as defined in section 128F of the Australian Tax Act) of ANZBGL that
is either a non-resident of the Commonwealth of Australia which does not acquire the Notes in carrying on a
business at or through a permanent establishment in Australia or, alternatively, a resident of Australia that acquires
the Notes in carrying on business at or through a permanent establishment outside of Australia.
Except in the case of Subordinated Notes, the Issuer, the Guarantor and any of their respective subsidiaries may,
to the extent permitted by applicable laws and regulations, at any time purchase Notes (provided that all unmatured
Receipts and Coupons and unexchanged Talons relating thereto are attached thereto or surrendered therewith) in
the open market or otherwise. Notes so purchased by the Issuer, the Guarantor or any of their respective
subsidiaries may be surrendered by the purchaser through the Issuer to the Fiscal Agent or any Paying Agent for
cancellation or may at the option of the Issuer, the Guarantor or the relevant subsidiary be held or resold.
In the case of Subordinated Notes, subject to Condition 5(i), ANZBGL and any of its Related Entities may, to the
extent permitted by applicable laws and regulations, at any time purchase Subordinated Notes (provided that all
unmatured Receipts and Coupons and unexchanged Talons relating thereto are attached thereto or surrendered
therewith) in the open market or otherwise. Subordinated Notes so purchased by ANZBGL or any of its Related
Entities may be surrendered by the purchaser through ANZBGL to the Fiscal Agent or any Paying Agent for
cancellation or may at the option of ANZBGL or the relevant Related Entity be held or resold.
(h) Cancellation
All Notes redeemed by the Issuer or surrendered by the purchaser through the Issuer for cancellation pursuant to
Condition 5(f) shall be surrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note
together with all unmatured Receipts and Coupons and all unexchanged Talons to, or to the order of, the Fiscal
Agent and, in the case of Registered Notes, by surrendering the Certificate representing such Notes to the Registrar
and, in each case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith
(together with all unmatured Receipts and Coupons and unexchanged Talons attached thereto or surrendered
therewith). Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the
Issuer in respect of any such Notes shall be discharged.
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(i) Approval of APRA
Notwithstanding anything to the contrary in this Condition 5, ANZBGL may not (i) redeem any Subordinated
Notes under paragraph (b), (c) or (e) above or (ii) prior to the Maturity Date purchase, or procure that any of its
Related Entities purchase, any Subordinated Notes under paragraph (g) above, without the prior written approval
of APRA and ANZBGL will not be permitted to redeem any Subordinated Notes unless:
(a) the Subordinated Notes are replaced concurrently or beforehand with Regulatory Capital of the same or
better quality and the replacement of the Subordinated Notes is done under conditions that are sustainable
for ANZBGL's income capacity; or
(b) APRA is satisfied that ANZBGL's capital position at Level 1, Level 2 and, if applicable, Level 3 (each
as defined in Condition 5E.1 below) is well above its minimum capital requirements after ANZBGL
elects to redeem the Subordinated Notes.
Subordinated Noteholders should not expect that APRA's approval will be given for any redemption or purchase
of Subordinated Notes.
5A. Conversion or Write-Off of Subordinated Notes on Non-Viability Trigger Event
5A.1. Application to Subordinated Notes only
Conditions 5A, 5B and 5C apply only to Subordinated Notes. The Schedule to these Conditions (including the
defined terms therein) shall be deemed to form part of, and be incorporated in, Condition 5B.
5A.2 Non-Viability Trigger Event
A "Non-Viability Trigger Event" means the earlier of:
(i) the issuance to ANZBGL of a written determination from APRA that conversion or write-off of Relevant
Securities is necessary because, without it, APRA considers that ANZBGL would become non-viable;
or
(ii) a determination by APRA, notified to ANZBGL in writing, that without a public sector injection of
capital, or equivalent support, ANZBGL would become non-viable,
each such determination being a "Non-Viability Determination".
5A.3 Conversion or Write-Off of Subordinated Notes on Trigger Event Date
If a Non-Viability Trigger Event occurs:
(i) on the Trigger Event Date, subject only to Condition 5B.5, such Principal Amount of the Subordinated
Notes will immediately Convert or be Written-Off (whichever is applicable as specified in the Pricing
Supplement) as is required by the Non-Viability Determination provided that:
(a) where the Non-Viability Trigger Event occurs under Condition 5A.2(i) and such Non-Viability
Determination does not require all Relevant Securities to be converted into Ordinary Shares or
written-off, such Principal Amount of the Subordinated Notes shall Convert or be Written-Off
(whichever is applicable as specified in the Pricing Supplement) as is sufficient (determined by
ANZBGL in accordance with Condition 5A.3(ii)) to satisfy APRA that ANZBGL is viable
without further conversion or write-off; and
(b) where the Non-Viability Trigger Event occurs under Condition 5A.2(ii), all the Principal Amount
of the Subordinated Notes will immediately Convert or be Written-Off (whichever is applicable
as specified in the Pricing Supplement);
(ii) ANZBGL will determine the Principal Amount of Subordinated Notes which must be Converted or
Written-Off (as applicable) in accordance with Condition 5A.3(i)(a), on the following basis:
(a) first, convert into Ordinary Shares or write-off all Relevant Tier 1 Securities; and
25
(b) secondly, if conversion into Ordinary Shares or write-off of all Relevant Tier 1 Securities is not
sufficient to satisfy the requirements of Condition 5A.3(i)(a) (and provided that as a result of the
conversion or write-off of Relevant Tier 1 Capital Securities APRA has not withdrawn the Non-
Viability Determination), Convert or Write-Off (as applicable) a Principal Amount of
Subordinated Notes and convert into Ordinary Shares or write-off a number or principal amount
of other Relevant Tier 2 Securities on an approximately pro-rata basis or in a manner that is
otherwise, in the opinion of ANZBGL, fair and reasonable (subject to such adjustment as
ANZBGL may determine to take into account the effect on marketable parcels and the need to
round to whole numbers the number of Ordinary Shares and the authorised denominations of the
Principal Amount of any Subordinated Note or the number or principal amount of other Relevant
Tier 2 Securities remaining on issue, and the need to effect the conversion immediately) and, for
the purposes of this Condition 5A.3(ii)(b), where the Specified Currency of the principal amount
of Relevant Tier 2 Securities is not the same for all Relevant Tier 2 Securities, ANZBGL may
treat them as if converted into a single currency of ANZBGL's choice at such rate of exchange as
ANZBGL in good faith considers reasonable,
provided that such determination does not impede or delay the immediate Conversion or Write-Off (as
applicable) of the relevant Principal Amount of Subordinated Notes;
(iii) on the Trigger Event Date, ANZBGL shall determine the Subordinated Notes or portions thereof as to
which the Conversion or Write-Off (as applicable) is to take effect and in making that determination may
make any decisions with respect to the identity of the Subordinated Noteholders at that time as may be
necessary or desirable to ensure Conversion or Write-off (as applicable) occurs in an orderly manner,
including disregarding any transfers of Subordinated Notes that have not been settled or registered at that
time provided that such determination does not impede or delay the immediate Conversion or Write-Off
(as applicable) of the relevant Principal Amount of Subordinated Notes;
(iv) ANZBGL must give notice of its determination pursuant to Condition 5A.3(iii) (a "Trigger Event
Notice") as soon as practicable to the Subordinated Noteholders, which must specify:
(a) the Trigger Event Date;
(b) the Principal Amount of the Subordinated Notes Converted or Written-Off (as applicable); and
(c) the relevant number or principal amount of other Relevant Securities converted or written-off;
(v) none of the following events shall prevent, impede or delay the Conversion or Write-Off (as applicable)
of Subordinated Notes as required by Condition 5A.3(i):
(a) any failure or delay in the conversion or write-off of other Relevant Securities;
(b) any failure or delay in giving a Trigger Event Notice;
(c) any failure or delay by a Subordinated Noteholder or any other party in complying with the
provisions of Condition 5A.4;
(d) any requirement to select or adjust the number or Principal Amount of Subordinated Notes to be
Converted or Written-Off (as applicable) in accordance with Condition 5A.3(ii)(b) or 5A.3(iii);
and
(e) in the case of Conversion only, any failure or delay in quotation of Ordinary Shares to be issued
on Conversion.
If a Non-Viability Determination takes effect, ANZBGL must perform the obligations in respect of the
determination immediately on the day it is received by ANZBGL, whether or not such day is a Business Day.
5A.4 Conversion or Write-Off of a whole or of a portion of a Subordinated Note
Subject to Condition 5D.2(iii)(b), in respect of any Subordinated Note which is to be Converted or Written-Off:
(i) ANZBGL shall notify the Fiscal Agent (in the case of a Bearer Note) or the Registrar (in the case of a
Registered Note) of the Principal Amount of such Subordinated Note that has beenis to be Converted or
26
Written-Off (whether in whole or in part) and instruct the Fiscal Agent (in the case of a Bearer Note) or
the Registrar (in the case of a Registered Note) to reflect this Conversion or Write-Off (as applicable) in
any relevant form of note or certificate and the Register (as applicable) so that the Principal Amount of
such Subordinated Note is reduced, in the case of a Subordinated Note Converted or Written-Off in
whole, to zero, or, in the case of a Subordinated Note which is Converted or Written-Off in part, as
described in Condition 5A.4(ii) below to an amount equal to the non-Converted or non-Written-Off (as
applicable) portion of the Principal Amount of such Subordinated Note;
(ii) in the case of a Subordinated Note which is Converted or Written-Off only in part:
(a) the Principal Amount of the Subordinated Note will be reduced to an amount equal to the non-
Converted or non-Written-Off portion (as applicable) of the Principal Amount of such
Subordinated Note;
(b) TopCo will be taken to hold (as a result of the transfer in accordance with the Schedule to these
Conditions) a new Subordinated Note with a principal amount equal to the Converted or Written-
Off portion (as applicable) of the Principal Amount of the original Subordinated Note, and on
terms otherwise identical to the terms of such Subordinated Note (the "Affected Subordinated
Note");
(a)(c) where the date of the Conversion or Write-off is not an Interest Payment Date, the amount of
interest payable in respect of that Subordinated Note on each Interest Payment Date falling after
that date will be reduced and calculated on the Principal Amount of that Subordinated Note as
reduced on that date;
(b)(d) for the purposes of any interest calculation, the Interest Amount, the Fixed Coupon Amount,
Broken Amount, the Calculation Amount and any related amount in respect of that Subordinated
Note shall be reduced in the same proportion as the Principal Amount Converted or Written-Off
in respect of that Subordinated Note bears to the Principal Amount of that Subordinated Note
before such Conversion or Write-Off;
(c)(e) the Early Redemption Amount, the Final Redemption Amount, the Optional Redemption Amount,
the Specified Denomination and Principal Amount or any related amount shall be reduced in the
same proportion as the Principal Amount Converted or Written-Off in respect of that Subordinated
Note bears to the Principal Amount of that Subordinated Note before such Conversion or Write-
Off; and
(iii) (iii) if a definitive note or certificate has been issued to the relevant Subordinated
Noteholder in respect of such Subordinated Note, then, if ANZBGL so requires, such
Subordinated Noteholder shall surrender such definitive note or certificate to ANZBGL (or, if
ANZBGL so directs, to the Registrar) and, in the case of a Subordinated Note which is Converted
or Written-Off only in part, ANZBGL shall deliver to the Subordinated Noteholder, a new
definitive note or certificate for a Subordinated Note with a Principal Amount equal to the non-
Converted or non-Written-Off (as applicable) portion of the Principal Amount of such
Subordinated Note; and
(iv) each Subordinated Noteholder irrevocably authorises ANZBGL to sign any document or transfer
or do any other thing as may in ANZBGL’s opinion be necessary or desirable to effect any transfer
of the Subordinated Notes the subject of the Conversion.
5B. Conversion of Subordinated Notes
5B.1 Conversion of Subordinated Notes on Trigger Event Date
Unless "Write-Off Applicable" is specified in the relevant Pricing Supplement, Condition 5B shall apply to the
Subordinated Notes and, notwithstanding any other provision in these Conditions, on the Trigger Event Date the
relevant Principal Amount (as determined under Condition 5A.3) of the Subordinated Notes will Convert
immediately and irrevocably.
From the Trigger Event Date, subject to Conditions 5B.5 and 5B.6(iii)(c) ANZBGL shall treat any Subordinated
Noteholder of any Subordinated Note or portion thereof which is required to be Converted as the holder of the
27
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.
5B.2 Provision of information
Where a Principal Amount of Subordinated Notes is required to be Converted under Condition 5B, a Subordinated
Noteholder of Subordinated Notes or portion thereof that are subject to Conversion wishing to receive Ordinary
Shares must, no later than the Trigger Event Date (or, in the case where Condition 5B.4(vii) applies, within 30
days of the date on which Ordinary Shares are issued upon such Conversion), have provided to ANZBGL:
(i) 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;
(ii) the security account details of such Subordinated Noteholder in the clearing system or such other account
to which the Ordinary Shares may be credited; and
(iii) such other information as is reasonably requested by ANZBGL for the purposes of enabling it to issue
the Conversion Number of Ordinary Shares to such Subordinated Noteholder,
and ANZBGL has no duty to seek or obtain such information.
5B.3 Failure to Convert
Subject to Condition 5B.4 and Condition 5B.5, if, in respect of a Conversion of Subordinated Notes, ANZBGL
or TopCo fails to issue, on the Trigger Event Date, the Conversion Number of Ordinary Shares in respect of the
relevant Principal Amount of such Subordinated Notes to, or in accordance with the instructions of, the relevant
Subordinated Noteholder on the Trigger Event Date or any other nominee where Condition 5B.4 applies, the
Principal Amount of such Subordinated Notes which would otherwise be subject to Conversion shall remain on
issue and outstanding until:
(i) the Ordinary Shares are issued to, or in accordance with the instructions of, the Subordinated Noteholder
of such Subordinated Notes; or
(ii) such Subordinated Notes are Written-Off in accordance with these Conditions;
provided, that the sole right of the Subordinated Noteholder in respect of Subordinated Notes or portion thereof
that are subject to Conversion is its right to be issued Ordinary Shares upon Conversion (subject to its compliance
with Condition 5B.2 or to receive the proceeds from their sale pursuant to Condition 5B.4, as applicable) and the
remedy of such Subordinated Noteholder in respect of ANZBGL's TopCo’s failure to issue the Ordinary Shares
is limited (subject always to Condition 5B.5) to seeking an order for specific performance of ANZBGL's TopCo’s
obligation to issue the Ordinary Shares to the Subordinated Noteholder or where Condition 5B.4 applies to the
nominee and to receive such proceeds of sale, in each case, in accordance with the terms of the Subordinated
Notes. This Condition 5B.3 does not affect the obligation of ANZBGL TopCo to issue the Ordinary Shares when
required in accordance with these Conditions.
5B.4 Issue to nominee
If, in respect of a Subordinated Note and a Subordinated Noteholder of that Subordinated Note, the Subordinated
Note or portion thereof is required to be Converted and:
(i) the Subordinated Noteholder has notified ANZBGL 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;
(ii) the Subordinated Notes are held by a Subordinated Noteholder whose address in the register is a place
outside Australia or who ANZBGL otherwise believes may not be a resident of Australia (a "Foreign
Holder");
(iii) the holder of that Subordinated Note is a Clearing System Holder;
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(iv) for any reason (whether or not due to the fault of the Subordinated Noteholder) ANZBGL has not
received the information required by Condition 5B.2 prior to the Trigger Event Date and the lack of such
information would prevent ANZBGL TopCo from issuing the Ordinary Shares to the Subordinated
Noteholder on the Trigger Event Date; or
(v) a FATCA Withholding is required to be made in respect of the Ordinary Shares issued on the Conversion,
then, on the Trigger Event Date:
(vi) where Condition 5B.4(i), 5B.4(ii) or 5B.4(v) applies, ANZBGL TopCo shall issue the Ordinary Shares
to the Subordinated Noteholder only to the extent (if at all) that:
(a) where Condition 5B.4(i) applies, the Subordinated Noteholder has notified ANZBGL that it
wishes to receive them;
(b) where Condition 5B.4(ii) applies, ANZBGL 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 ANZBGL is not bound to enquire), either unconditionally or
after compliance with conditions which ANZBGL in its absolute discretion regards as acceptable
and not unduly onerous; and
(c) where Condition 5B.4(v) applies, the issue is net of the FATCA Withholding;
and, to the extent ANZBGL TopCo is not obliged to issue Ordinary Shares to the Subordinated
Noteholder, ANZBGL TopCo will issue the balance of the Ordinary Shares to the nominee in accordance
with Condition 5B.4(vii); and
(vii) otherwise, subject to applicable law, ANZBGL TopCo will issue the balance of Ordinary Shares in
respect of the Subordinated Noteholder to a competent nominee (which may not be ANZBGL or any of
its Related Entities) and will promptly notify such Subordinated Noteholder of the name of and contact
information for the nominee and the number of Ordinary Shares issued to the nominee on its behalf and,
subject to applicable law and:
(a) subject to Condition 5B.4(vii)(b), the nominee will as soon as reasonably possible and no later
than 35 days after issue of the Ordinary Shares sell those Ordinary Shares and pay a cash amount
equal to the net proceeds received, after deducting any applicable brokerage, stamp duty and other
taxes and charges, to the Subordinated Noteholder;
(b) where Condition 5B.4(iii) or 5B.4(iv) applies, the nominee will hold such Ordinary Shares and
will transfer Ordinary Shares to such Subordinated Noteholder (or, where paragraph (iii) applies,
the person for whom the Clearing System Holder holds the Subordinated Note) promptly after
such Subordinated Noteholder provides the nominee with the information required to be provided
by such Subordinated Noteholder under Condition 5B.2 (as if a reference in Condition 5B.2 to
ANZBGL is a reference to the nominee and a reference to the issue of Ordinary Shares is a
reference to the transfer of Ordinary Shares) but only where such information is provided to the
nominee within 30 days of the date on which Ordinary Shares are issued to the nominee upon
Conversion of such Subordinated Note and failing which the nominee will sell the Ordinary
Shares and pay the proceeds to such Subordinated Noteholder in accordance with Condition
5B.4(vii)(a); and
(c) where Condition 5B.4(v) applies, the nominee shall deal with Ordinary Shares the subject of a
FATCA Withholding and any proceeds of their disposal in accordance with FATCA;
(viii) nothing in this Condition 5B.4 shall affect the Conversion of the Subordinated Notes of a Subordinated
Noteholder who is not a person to which any of Condition 5B.4(i) to 5B.4(v) (inclusive) applies; and
(ix) for the purposes of this Condition 5B.4, none of ANZBGL, TopCo or the nominee owes any obligations
or duties to the Subordinated Noteholders in relation to the price at which Ordinary Shares are sold or
has any liability for any loss suffered by a Subordinated Noteholder as a result of the sale of Ordinary
Shares.
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5B.5 Write-Off of Subordinated Notes if Conversion is not effected within 5 Business Days after a
Trigger Event Date
Notwithstanding any other provision of Condition 5B and provided that "Write-Off – Applicable" is not specified
in the relevant Pricing Supplement, where Subordinated Notes are required to be Converted on the Trigger Event
Date and Conversion of the relevant Principal Amount of the Subordinated Notes that are subject to Conversion
has not been effected within five Business Days after the relevant Trigger Event Date for any reason (including
an Inability Event):
(i) the relevant Principal Amount of each Subordinated Note which, but for this Condition 5B.5, would be
Converted, will not be Converted and instead will be Written-Off with effect on and from the Trigger
Event Date; and
(ii) (ii) ANZBGL shall notify the Subordinated Noteholders as promptly as practically possible that
Conversion of the relevant Principal Amount of the Subordinated Notes has not occurred and that such
Principal Amount of the Subordinated Notes has been Written-Off.
5B.6 Subordinated Noteholder acknowledgements
Each Subordinated Noteholder irrevocably:
(i) consents to becoming a member of ANZBGL TopCo upon the Conversion of the relevant Principal
Amount of Subordinated Notes as required by this Condition 5B and agrees to be bound by the
constitution of ANZBGLTopCo, in each case in respect of the Ordinary Shares issued to such
Subordinated Noteholder on Conversion;
(ii) acknowledges and agrees that it is obliged to accept Ordinary Shares upon a Conversion of the Principal
Amount Subordinated Notes it holds notwithstanding anything that might otherwise affect a Conversion
of such Principal Amount of Subordinated Notes including:
(a) any change in the financial position of ANZBGL since the issue of such Subordinated Notes;
(b) any disruption to the market or potential market for the Ordinary Shares or to capital markets
generally; or
(c) any breach by ANZBGL of any obligation in connection with such Subordinated Notes;
(iii) acknowledges and agrees that where Condition 5A.3 applies:
(a) there are no other conditions to a Non-Viability Trigger Event occurring as and when provided in
Condition 5A.2;
(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 Subordinated Notes;
(c) it will not have any rights to vote in respect of any Conversion and that the Subordinated Note
does not confer a right to vote at any meeting of members of ANZBGL; and
(d) the Ordinary Shares issued on Conversion may not be quoted at the time of issue, or at all;
(iv) acknowledges and agrees that where Condition 5B.5 applies, no conditions or events will affect the
operation of that Condition and such Subordinated Noteholder will not have any rights to vote in respect
of any Write-Off under that Condition and has no claim against ANZBGL arising in connection with the
application of that Condition;
(v) acknowledges and agrees that such Subordinated Noteholder has no right to request a Conversion of any
Principal Amount of any Subordinated Notes or to determine whether (or in what circumstances) the
Principal Amount of Subordinated Notes it holds is Converted; and
(vi) acknowledges and agrees that none of the following shall prevent, impede or delay the Conversion or
(where relevant) Write-Off of the Principal Amount of Subordinated Notes:
(a) any failure to or delay in the conversion or write-off of other Relevant Securities;
30
(b) any failure or delay in giving a Trigger Event Notice or other notice required by this Condition
5B;
(c) any failure or delay in quotation of the Ordinary Shares to be issued on Conversion;
(d) any failure or delay by a Subordinated Noteholder or any other party in complying with the
provisions of Condition 5A.4; and
(e) any requirement to select or adjust the number or Principal Amount of Subordinated Notes to be
Converted in accordance with Condition 5A.3(ii)(b) or 5A.3(iii); and
(e)(vii) acknowledges and agrees that if, in respect of a Conversion, TopCo has issued the Conversion Number
of Ordinary Shares to the Subordinated Noteholder but the Subordinated Note or portion thereof has not
been transferred free from encumbrance to TopCo, the Subordinated Note or such portion shall be
Written-Off in accordance with Condition 5B.7 without prejudice to the issue of the Ordinary Shares.
5B.7 Meaning of "Written-Off"
For the purposes of Condition 5B, "Written-Off" shall mean that, in respect of a Subordinated Note or portion
thereof that is otherwise subject to Conversion and a Trigger Event Date:
(i) the Subordinated Note or portion thereof that is otherwise subject to Conversion will not be Converted
on that date and will not be Converted or redeemed under these Conditions on any subsequent date; and
(ii) with effect on and from the Trigger Event Date, the rights of the relevant Subordinated Noteholder of the
Subordinated Note or portion thereof (including any right to receive any payment thereunder including
payments of principal and interest both in the future and accrued but unpaid as at the Trigger Event Date)
in relation to such Subordinated Note or portion thereof are immediately and irrevocably terminated and
written-off; and
"Write-Off" has a corresponding meaning.
5C Write-Off of Subordinated Notes
5C.1 Write-Off of Subordinated Notes on Trigger Event Date
If "Write-Off – Applicable" is specified in the relevant Pricing Supplement, Condition 5C shall apply to the
Subordinated Notes and on the Trigger Event Date the rights of the Subordinated Noteholder of the relevant
Subordinated Notes in relation to the relevant Principal Amount (as determined under Condition 5A.3) of the
Subordinated Notes are Written-Off (as that term is defined for the purposes of Condition 5C).
Each Subordinated Noteholder irrevocably acknowledges and agrees that no conditions or events will affect the
operation of this Condition 5C and such Subordinated Noteholder will not have any rights to vote in respect of
any Write-Off under this Condition 5C.1.
5C.2 Meaning of "Written-Off"
For the purposes of this Condition 5C, "Written-Off" shall mean that, in respect of a Subordinated Note or portion
thereof and a Trigger Event Date, the rights of the relevant Subordinated Noteholder (including any right to receive
any payment thereunder including payments of principal and interest, both in the future and accrued but unpaid
as at the Trigger Event Date) in relation to such Subordinated Note or portion thereof are immediately and
irrevocably terminated and written-off; and
"Write-Off" has a corresponding meaning.
5D Substitution of Issuer
5D.1 Application of this Conditions
Unless "Write-Off – Applicable" is specified in the relevant Pricing Supplement, this Condition 5D shall apply to
the Subordinated Notes.
5D.2 Substitution of Approved NOHC
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Where:
(i) either of the following occurs:
(a) a takeover bid is made to acquire all or some of the Ordinary Shares and such offer is, or becomes,
unconditional and either:
(A) the bidder has at any time during the offer period, a relevant interest in more than 50 per
cent. (50%) of the Ordinary Shares on issue; or
(B) the directors of ANZBGLTopCo, acting as a board, issue a statement that at least a majority
of its directors who are eligible to do so have recommended acceptance of such offer (in
the absence of a higher offer); or
(b) a court orders the holding of meetings to approve a scheme of arrangement under Part 5.1 of the
Corporations Act, which scheme would result in a person having a relevant interest in more than
50% of the Ordinary Shares that will be on issue after the scheme is implemented and:
(A) all classes of members of ANZBGL TopCo pass all resolutions required to approve the
scheme by the majorities required under the Corporations Act, to approve the scheme; and
(B) an independent expert issues a report that the proposals in connection with the scheme are
in the best interests of the holders of Ordinary Shares; and
(ii) the bidder or the person having a relevant interest in the Ordinary Shares in ANZBGL TopCo after the
scheme is implemented (or any entity that Controls the bidder or the person having the relevant interest)
is an Approved NOHC,
then ANZBGL without further authority, assent or approval of the Subordinated Noteholders may (but with the
prior written approval of APRA):
(iii) amend these Conditions such that, unless APRA otherwise agrees, on the date the Principal Amount of
Subordinated Notes is to be Converted:
(a) each Subordinated Note that is being Converted in whole will be automatically transferred by
each holder of such Subordinated Note free from encumbrance to the Approved NOHC on the
date the Conversion is to occur;
(b) in respect of each Subordinated Note that is being Converted only in part, on the date the
Conversion is to occur:
(A) the Principal Amount of the Subordinated Note that is being Converted shall be reduced to
an amount equal to the non-Converted portion of the Principal Amount of such
Subordinated Note in accordance with Condition 5A.4; and
(B) the Approved NOHC will be taken to hold a new Subordinated Note with a Principal
Amount equal to the Converted portion of the Principal Amount of the Subordinated Note
being Converted;
provided that any failure or delay by a Subordinated Noteholder or any other party in complying
with the provisions of Condition 5D.2(iii)(b) shall not prevent, impede or delay the Conversion
or Write-Off of Subordinated Notes.
(c) each holder (or a nominee in accordance with Condition 5B.2 or 5B.4 (as applicable), which
provisions shall apply, mutatis mutandis, to such Approved NOHC Ordinary Shares) of the
Subordinated Note or portion thereof being Converted will be issued a number of Approved
NOHC Ordinary Shares equal to the Conversion Number and the provisions of the Schedule to
these Conditions shall apply (with any necessary changes) to the determination of the number of
such Approved NOHC Ordinary Shares; and
(d) as between ANZBGL and the Approved NOHC, each Subordinated Note held by the Approved
NOHC as a result of Condition 5D.2(iii)(b) will be automatically Converted into a number of
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ANZ Ordinary Shares such that the total number of ANZ Ordinary Shares held by the Approved
NOHC by reason of such Conversion increases by the number which equals the number of
Approved NOHC Ordinary Shares issued by the Approved NOHC to holders on Conversion; and
(iv) makes such other amendments as in ANZBGL's reasonable opinion are necessary and appropriate to
effect the substitution of an Approved NOHC as the provider of the ordinary shares on Conversion in the
manner contemplated by these Conditions, including, where the terms upon which the Approved NOHC
acquires ANZBGL are such that the number of Approved NOHC Ordinary Shares on issue immediately
after the substitution differs from the number of Ordinary Shares on issue immediately before that
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 Schedule to these Conditions.
5D.3 Notice of substitution of Approved NOHC
ANZBGL shall give a notice to the Subordinated Noteholders as soon as practicable after the substitution in
accordance with Condition 5D.2 specifying the amendments to these Conditions which will be made in accordance
with Condition 5D.2 to effect the substitution of an Approved NOHC as issuer of ordinary shares on Conversion.
5D.4 Further substitutions
After a substitution under Condition 5D.2, the Approved NOHC may without the authority, approval or assent of
the holder of Subordinated Notes, effect a further substitution in accordance with Condition 5D.2 (with necessary
changes).
5E Definition and Interpretations relevant to Subordinated Notes
5E.1 Definitions
For the purposes of Conditions 5, 5A, 5B, 5C, 5D and the Schedule to these Conditions, unless the context
otherwise requires, the following defined terms have the meanings set out below:
"ANZ Ordinary Share" means a fully paid ordinary share in the capital of ANZBGL.
"Approved NOHC" means an entity which:
(i) 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
(ii) has agreed for the benefit of Subordinated Noteholders:
(A) to issue fully paid ordinary shares in its capital under all circumstances when ANZBGL would
otherwise have been required to Convert a Principal Amount of Subordinated Notes, subject to
the same terms and conditions as set out in these Conditions (with all necessary modifications);
and
(B) to use all reasonable endeavours to procure quotation of Approved NOHC Ordinary Shares issued
upon Conversion of relevant Subordinated Notes on the Australian Securities Exchange.
"Approved NOHC Ordinary Shares" means a fully paid ordinary share in the capital of the Approved NOHC.
"Board" means either the board of directors of ANZBGL or a committee appointed by the board of directors of
ANZBGL.
"Clearing System Holder" means that the holder of a Subordinated Note is the operator of a clearing system or
a depository, or a nominee for a depository or a clearing system.
"Control" has the meaning given in the Corporations Act.
"Controlled Entity" shall mean, in respect of ANZBGL, an entity ANZBGL Controls.
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"Conversion" means, in relation to a Subordinated Note, the allotment and issue of Ordinary Shares and the
termination of the holder's rights in relation to the relevant Principal Amount of that Subordinated Note, in each
case in accordance with the Schedule to these Conditions, and "Convert", "Converting" and "Converted" have
corresponding meanings.
"Deed of Undertaking" means the deed poll made by TopCo in favor of Subordinated Noteholders.
"FATCA Withholding" means any deduction or withholding made for or on account of FATCA.
"Inability Event" means ANZBGL or TopCo 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
ANZBGL or TopCo) or any other reason from Converting the Subordinated Notesperforming any of their
obligations necessary to effect the Conversion of any Subordinated Notes.
"Issuer Group" means ANZBGL TopCo and its Controlled Entities.
"Level 1", "Level 2" and "Level 3" means those terms as defined by APRA from time to time.
"Ordinary Share" means a fully paid ordinary share in the capital of ANZBGLTopCo.
"Related Conversion Steps" has the meaning given in Section 1(f) of the Schedule to these Conditions.
"Regulatory Capital" means a Tier 1 Capital Security or a Tier 2 Capital Security.
"Related Entity" has the meaning given by APRA from time to time.
"Relevant Securities" means each of the:
(i) Relevant Tier 1 Securities; and
(ii) Relevant Tier 2 Securities;
"Relevant Tier 1 Security" means, where a Non-Viability Trigger Event occurs, a Tier 1 Capital Security that,
in accordance with its terms or by operation of law, is capable of being converted into Ordinary Shares or written-
off upon the occurrence of that event.
"Relevant Tier 2 Security" means, where a Non-Viability Trigger Event occurs, a Tier 2 Capital Security that,
in accordance with its terms or by operation of law, is capable of being converted into Ordinary Shares or written-
off upon the occurrence of that event.
"Subordinated Noteholder" means, in respect to a Subordinated Note and only for so long as such Subordinated
Notes are held in a clearing system as specified in the relevant Pricing Supplement, for the purposes of determining
the person entitled to be issued Ordinary Shares (or, where Condition 5B.4 applies, the net proceeds of sale of
such shares) and the amount of their entitlements, a person who is a participant of that clearing system.
"Tier 1 Capital" means the Tier 1 capital of ANZBGL (on a Level 1 basis) or the Issuer Group (on a Level 2
basis or, if applicable, a Level 3 basis) as defined by APRA from time to time.
"Tier 1 Capital Security" means a share, note or other security or instrument constituting Tier 1 Capital.
"Tier 2 Capital" means Tier 2 capital of ANZBGL (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.
"TopCo" means ANZ Group Holdings Limited (ACN 659 510 791).
"TopCo Shares" means Ordinary Shares or any other shares in the capital of TopCo.
"Trigger Event Date" means the date (whether or not a Business Day) on which APRA notifies ANZBGL of a
Non-Viability Trigger Event as contemplated in Condition 5A.2.
"Trigger Event Notice" has the meaning given to it in Condition 5A.3.
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5E.2 Interpretation
In this Condition 5, unless the contrary intention appears:
(i) any provisions which refer to the requirements of APRA or any other prudential regulatory requirements
will apply to the Issuer only if the Issuer is an entity, or the holding company of an entity, or is a direct
or indirect subsidiary of an Approved NOHC, subject to regulation and supervision by APRA at the
relevant time;
(ii) any provisions which require APRA's consent or approval will apply only if APRA requires that such
consent or approval be given at the relevant time;
(iii) any provisions in these Conditions requiring the prior approval of APRA for a particular course of action
to be taken by the Issuer do not imply that APRA has given its consent or approval to the particular action
as of the Issue Date of the applicable Note;
(iv) a reference to any term defined by APRA (including, without limitation, "Level 1", "Level 2", "Level 3",
"Tier 1 Capital" and "Tier 2 Capital") shall, if that term is replaced or superseded in any of APRA's
applicable prudential regulatory requirements or standards, be taken to be a reference to the replacement
or equivalent term;
(v) the terms takeover bid, relevant interest and scheme of arrangement when used in these Conditions have
the meaning given in the Corporations Act;
(vi) for the avoidance of doubt, if Conversion under Condition 5B or Write-Off under Condition 5C of
Subordinated Notes is to occur on a Trigger Event Date, then that Conversion or Write-Off must occur
on that date notwithstanding that it may not be a Business Day; and
(vii) a reference to a term defined by the ASX Listing Rules, or the ASX Operating Rules shall, if that term is
replaced in those rules, be taken to be a reference to the replacement term.
6. Payments and Talons
(a) Bearer Notes
Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, be made against
presentation and surrender of the relevant Receipts (in the case of payments of Instalment Amounts other than on
the due date for redemption and provided that the Receipt is presented for payment together with its relative Note),
Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 6(f)(vi))
or Coupons (in the case of interest, save as specified in Conditions 6(f)(ii)), as the case may be, at the specified
office of any Paying Agent outside the United States by a cheque payable in the currency in which such payment
is due drawn on, or, at the option of the holder, by transfer to an account denominated in that currency with, a
bank in the Principal Financial Centre for that currency; provided, however, that:
(i) payments in a Specified Currency other than euro will be made by transfer to an account in the relevant
Specified Currency maintained by the payee with, or by a cheque in such Specified Currency drawn on,
a bank in the Principal Financial Centre of the country of such Specified Currency (which (A) if the
Specified Currency is New Zealand dollars shall be Wellington and Auckland; provided that where the
London branch of ANZNIL is the Issuer (as specified in the Pricing Supplement) such account and bank
shall be located outside of New Zealand, (B) if the Specified Currency is Australian dollars, shall be
Sydney and (C) if the Specified Currency is Renminbi, shall be Hong Kong); and
(ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro
may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque;
provided that where the London branch of ANZNIL is the Issuer (as specified in the Pricing Supplement)
such euro account or bank on which such euro cheque is drawn shall be located outside of New Zealand.
(b) Registered Notes
(i) Payments of principal (which for the purposes of this Condition 6(b) shall include final Instalment
Amounts but not other Instalment Amounts) in respect of Registered Notes shall be made against
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presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents
or of the Registrar in the manner provided in sub-paragraph (ii) below.
(ii) Interest (which for the purpose of this Condition 6(b) shall include all Instalment Amounts other than
final Instalment Amounts) on Registered Notes shall be paid to the person shown on the Register at the
close of business on the 15th day before the due date for payment thereof (the "Record Date"). Payments
of interest in respect of each Registered Note shall be made in the relevant Specified Currency by cheque
drawn on a bank in the Principal Financial Centre of the country of such Specified Currency (which (A)
if the Specified Currency is New Zealand dollars shall be Wellington and Auckland provided that where
the London branch of ANZNIL is the Issuer (as specified in the Pricing Supplement) such account and
bank shall be located outside of New Zealand, and (B) if the Specified Currency is Australian dollars,
shall be Sydney and (C) if the Specified Currency is Renminbi, shall be Hong Kong), and mailed to the
holder (or the first-named of joint holders) of such Note at its address appearing in the Register. Upon
application by the holder to the specified office of the Registrar or any Transfer Agent before the Record
Date and subject as provided in paragraph 6(a) above, such payment of interest may be made by transfer
to an account in the Specified Currency maintained by the payee with a bank in the Principal Financial
Centre of the country of such Specified Currency (which (x) if the Specified Currency is New Zealand
dollars shall be Wellington and Auckland; provided that where the London branch of ANZNIL is the
Issuer (as specified in the Pricing Supplement) such account and bank shall be located outside of New
Zealand, and (y) if the Specified Currency is Australian dollars, shall be Sydney and (z) if the Specified
Currency is Renminbi, shall be Hong Kong); provided, however, that in the case of euro, the transfer
may be to, or the cheque drawn on, a euro account with a bank in the European Union.
So long as the Notes are represented by a Registered Global Note, the "Record Date" shall be the close
of business (in the relevant clearing system) on the Clearing System Business Day before the due date
for such payment where "Clearing System Business Day" means a day on which the relevant clearing
system is open for business.
(c) Payments in the United States
Notwithstanding the foregoing, if any Bearer Notes are denominated in US dollars, payments in respect thereof
may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i)
the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable
expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner
provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded
by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment
is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence
to the Issuer.
(d) Payments Subject to Fiscal Laws
All payments are subject in all cases to (i) any applicable fiscal or other laws regulations and directives, and (ii)
any withholding or deduction made for or on account of FATCA but without prejudice to the provisions of
Condition 7 (Taxation). No commission or expenses shall be charged to the Noteholders or Couponholders in
respect of such payments. For the avoidance of doubt, any amounts to be paid in respect of the Notes will be paid
and any Ordinary Shares to be issued to a holder on Conversion of a Subordinated Note will be issued to the
holder, net of any deduction or withholding made for or on account of FATCA (a "FATCA Withholding") and,
notwithstanding any other provision of these Conditions, 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.
References to Specified Currency will include any successor currency under applicable law.
(e) Appointment of Agents
The Fiscal Agent, the other Paying Agents (if any), the Registrar, the Transfer Agents and the Calculation Agent
initially appointed by the Issuer and the Guarantor and their respective specified offices are listed below. The
Fiscal Agent, the other Paying Agents (if any), the Registrar, Transfer Agents and the Calculation Agent act solely
as agents of the Issuer and, if applicable, the Guarantor and do not assume any obligation or relationship of agency
or trust for or with any Noteholder or Couponholder. The Issuer and, if applicable, the Guarantor reserves the
right at any time to vary or terminate the appointment of the Fiscal Agent, any other Paying Agent, the Registrar,
any Transfer Agent or the Calculation Agent and to appoint additional or other Paying Agents or Transfer Agents,
provided that the Issuer and, if applicable, the Guarantor shall at all times maintain (i) a Fiscal Agent, (ii) a
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Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation to Registered Notes (including a
Transfer Agent having its specified office in London so long as any Registered Notes are listed on the Official
List of the UK Listing Authority and admitted to trading on the London Stock Exchange), (iv) one or more
Calculation Agent(s) where the Conditions so require, (v) Paying Agents having specified offices in at least two
major European cities (including London so long as the Notes are listed on the Official List of the UK Listing
Authority and admitted to trading on the London Stock Exchange), (vi) such other agents as may be required by
the rules of any other listing authority, stock exchange and/or quotation system on which the Notes may be
admitted to listing, trading and/or quotation and (vii) as long as any Notes are held in CMU Service, there will at
all times be appointed a CMU lodging agent (the "CMU Lodging Agent") and a paying agent with a specified
office in such place as required by the CMU Service (the "CMU Paying Agent").
In addition, the Issuer and, if applicable, the Guarantor shall forthwith appoint a Paying Agent in New York City
in respect of any Bearer Notes denominated in US dollars in the circumstances described in Condition 6(c).
Notice of any such change or any change of any specified office shall promptly be given to the Noteholders in
accordance with Condition 14 (Notices).
(f) Unmatured Coupons and Receipts and Unexchanged Talons
(i) In the case of Fixed Rate Notes, Bearer Notes should be surrendered for payment together with all
unmatured Coupons (if any) appertaining thereto, failing which an amount equal to the face value of each
missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the
amount of such missing unmatured Coupon which the sum of principal so paid bears to the total principal
due) will be deducted from the Final Redemption Amount, Early Redemption Amount or Optional
Redemption Amount, as the case may be, due for payment. Any amount so deducted will be paid in the
manner mentioned above against surrender of such missing Coupon within a period of 10 years from the
Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant
to Condition 8 (Prescription)).
(ii) In the case of Floating Rate Notes, unless the Pricing Supplement provides otherwise, upon the due date
for redemption of any Bearer Note, unmatured Coupons relating to such Note (whether or not attached)
shall become void and no payment shall be made in respect of them.
(iii) Upon the due date for redemption of any Bearer Note, any Talon relating to such Note (whether or not
attached) shall become void and no Coupon shall be delivered in respect of such Talon.
(iv) Upon the due date for redemption of any Bearer Note which is redeemable in instalments, all Receipts
relating to such Note having an Instalment Date falling on or after such due date (whether or not attached)
shall become void and no payment shall be made in respect of them.
(v) Where any Bearer Note which provides that the relative Coupons are to become void upon the due date
for redemption of those Notes is presented for redemption without all unmatured Coupons and any
unexchanged Talon relating to it, and where any Bearer Note is presented for redemption without any
unexchanged Talon relating to it, redemption shall be made only against the provisions of such indemnity
as the Issuer may require.
(vi) If the due date for redemption of any Notes is not a due date for payment of interest, interest accrued
from the preceding due date for payment of interest or the Interest Commencement Date, as the case may
be, shall only be payable against presentation (and surrender if appropriate) of the relevant Note or
Certificate representing it, as the case may be. Interest accrued on a Note which only bears interest after
its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Note
or Certificate representing it, as the case may be.
(g) Talons
On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of
any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the
Fiscal Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet)
(but excluding any Coupons that may have become void pursuant to Condition 8 (Prescription)).
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(h) Non-Business Days
Subject in the case of any Subordinated Notes to the Schedule to these Conditions, if any date for payment in
respect of any Note, Receipt or Coupon is not a Payment Business Day, the holder shall not be entitled to payment
until (i) if "Following" is specified as the Payment Business Day Convention in the applicable Pricing Supplement,
the next following Payment Business Day or (ii), if "Modified Following" is specified as the Payment Business
Day Convention in the applicable Pricing Supplement, the next following Payment Business Day unless that
Payment Business Day falls in the next calendar month, in which case the first preceding Payment Business Day.
In this paragraph, "Payment Business Day" means a day (other than a Saturday or a Sunday) on which:
(i) commercial banks and foreign exchange markets settle payments generally in such jurisdictions as shall
be specified as "Additional Financial Centres" in the Pricing Supplement, in London and Sydney where
ANZBGL is the Issuer, in London, Auckland and Wellington where ANZ New Zealand or ANZNIL is
the Issuer and, where relevant, in the relevant place of presentation; and
(ii) (in the case of a payment in a currency other than euro or Australian dollars where ANZBGL is the Issuer,
or New Zealand dollars where ANZ New Zealand or, as the case may be, ANZNIL is the Issuer, where
payment is to be made by transfer in the relevant currency to an account maintained with a bank) foreign
exchange transactions may be carried on in the relevant currency in the Principal Financial Centre of the
country of such currency; or
(iii) (in the case of a payment in euro) banks are open for business and carrying out transactions in euro in
the jurisdiction in which the account specified by the payee is located and a day on which the TARGET2
System is open, unless otherwise specified in the Pricing Supplement.
(i) Euro and Redenomination
References to euro are to the currency introduced at the start of the third stage of European economic and monetary
union pursuant to Article 123 of the Treaty.
Unless otherwise specified in the Pricing Supplement, Notes denominated in the currency (the "Relevant
Currency") of a Member State that does not participate in the third stage of European economic and monetary
union prior to the Issue Date of the relevant Notes may, at the election of the Issuer, be subject to redenomination
in the manner set out below. In relation to such Notes the Issuer may, without the consent of the Noteholders or
Couponholders, on giving at least 30 days' prior notice to Noteholders, the Fiscal Agent and each of the Paying
Agents and Transfer Agents, designate a "Redenomination Date" for the Notes, being a date for payment of
interest under the Notes falling on or after the date on which the relevant Member State commences participation
in such third stage.
With effect from the Redenomination Date, notwithstanding the other provisions of the Conditions:
(i) the Notes shall (unless already so provided by mandatory provisions of applicable law) be deemed to be
redenominated in euro in the denomination of euro 0.01 with a principal amount for each Note equal to
the principal amount of that Note in the Relevant Currency, converted into euro at the rate for conversion
of the Relevant Currency into euro established by the Council of the European Union pursuant to the
Treaty (including compliance with rules relating to rounding in accordance with European Community
regulations) provided that, if the Issuer determines that the then market practice in respect of the
redenomination into euro 0.01 of internationally offered securities is different from the provisions
specified above, such provisions shall be deemed to be amended so as to comply with such market
practice and the Issuer shall promptly notify the Noteholders, any listing authority, stock exchange and/or
quotation system on which the Notes may be listed, the Fiscal Agent and each of the Paying Agents and
Transfer Agents of such deemed amendment;
(ii) if Notes in definitive form are required to be issued, they shall be issued at the expense of the Issuer in
the denominations of euro 0.01, euro 1,000, euro 10,000, euro 100,000 and such other denominations as
the Fiscal Agent shall determine and notify to Noteholders;
(iii) if Notes in definitive form have been issued, all unmatured Receipts and Coupons denominated in the
Relevant Currency (whether or not attached to the Notes) will become void with effect from the date on
which the Issuer gives the notice (the "Exchange Notice") that replacement euro-denominated Notes,
Receipts and Coupons are available for exchange (provided that such securities are so available) and no
payments will be made in respect of them. The payment obligations contained in any Notes so issued
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will also become void on that date although those Notes will continue to constitute valid exchange
obligations of the Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons
will be issued in exchange for Notes, Receipts and Coupons denominated in the Relevant Currency in
such manner as the Fiscal Agent may specify and as shall be specified to Noteholders in the Exchange
Notice;
(iv) all payments in respect of the Notes (other than, unless the Redenomination Date is on or after such date
as the Relevant Currency ceases to be a subdivision of the euro, payments of interest in respect of periods
commencing before the Redenomination Date) will be made solely in euro. Such payments will be made
in euro by credit or transfer to a euro account (or any other account to which euro may be credited or
transferred) specified by the payee or by cheque; and
(v) the amount of interest in respect of Notes will be calculated by reference to the aggregate principal
amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented)
for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest
euro 0.01.
In connection with such redenomination, the Issuer may, after consultation with the Fiscal Agent, make such other
changes to the Conditions applicable to the relevant Notes as it may decide so as to conform them to the then
market practice in respect of euro-denominated debt securities issued in the euromarkets which are held in
international clearing systems. Any such changes will not take effect until the next following Interest Payment
Date after they have been notified to the Noteholders in accordance with Condition 14 (Notices).
(j) Payment of US Dollar Equivalent in respect of CNY Notes
Notwithstanding the foregoing, if by reason of Inconvertibility, Non transferability or Illiquidity, the Issuer is not
able to satisfy payments of principal or interest in respect of any Notes which are denominated in Renminbi
("CNY Notes") when due in Renminbi in Hong Kong, the Issuer may, on giving not less than five or more than
30 calendar days' irrevocable notice to the Noteholders prior to the due date for payment, settle any such payment
in US dollars on the due date at the US Dollar Equivalent of any such Renminbi-denominated amount.
For the purposes of these Conditions, "US Dollar Equivalent" means the Renminbi amount converted into US
dollars using the Spot Rate for the relevant Determination Date.
For this purpose:
"CNY" means the lawful currency of the PRC;
"Determination Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are
open for general business (including dealings in foreign exchange) in Hong Kong, Beijing, London and in New
York City;
"Determination Date" means the day which is two Determination Business Days before the due date for any
payment of the relevant amount under these Conditions;
"Governmental Authority" means any de facto or de jure government (or any agency or instrumentality thereof),
court, tribunal, administrative or other governmental authority or any other entity (private or public) charged with
the regulation of the financial markets (including the central bank) of Hong Kong;
"HKMA" means the Hong Kong Monetary Authority, the government authority in Hong Kong with responsibility
for maintaining currency and banking stability, or any lawful successor thereto;
"Hong Kong" means the Hong Kong Special Administrative Region of the PRC;
"Illiquidity" means that the general Renminbi exchange market in Hong Kong has become illiquid and, as a result
of which, the Issuer cannot obtain sufficient Renminbi in order to satisfy its obligation to pay interest and principal
(in whole or in part) in respect of the CNY Notes, as determined by the Issuer in good faith and in a commercially
reasonable manner following consultation (if practicable) with two Renminbi Dealers;
"Inconvertibility" means the occurrence of any event that makes it impossible for the Issuer to convert any
amount due in respect of the CNY Notes in the general Renminbi exchange market in Hong Kong, other than
where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted
39
by any Governmental Authority (unless such law, rule or regulation is enacted after 8 August 2012 and it is
impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation);
"Non transferability" means the occurrence of any event that makes it impossible for the Issuer to transfer
Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong
Kong or from an account outside Hong Kong to an account inside Hong Kong, other than where such impossibility
is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental
Authority (unless such law, rule or regulation is enacted after 8 August 2012 and it is impossible for the Issuer,
due to an event beyond its control, to comply with such law, rule or regulation);
"PRC" means the People's Republic of China which, for the purpose of these Conditions, shall exclude Hong
Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan;
"Renminbi" means the lawful currency of the PRC;
"Renminbi Dealer" means an independent foreign exchange dealer of international repute active in the Renminbi
exchange market in Hong Kong; and
"Spot Rate" means the spot CNY/US dollar exchange rate for the purchase of US dollars with Renminbi in the
over-the-counter Renminbi exchange market in Hong Kong for settlement in two Determination Business Days,
as determined by the Calculation Agent at or around 11.00 a.m. (Hong Kong time) on the Determination Date, on
a deliverable basis by reference to Reuters Screen Page TRADCNY3, or if no such rate is available, on a non-
deliverable basis by reference to Reuters Screen Page TRADNDF. If neither rate is available, the Calculation
Agent will determine the Spot Rate at or around 11.00 a.m. (Hong Kong time) on the Determination Date as the
most recently available CNY/US dollar official fixing rate for settlement in two Determination Business Days
reported by The State Administration of Foreign Exchange of the PRC, which is reported on the Reuters Screen
Page CNY=SAEC.
(k) Payment of US Dollar equivalent in respect of Exotic Currencies
If Exotic Currency Payments is specified to be applicable in the relevant Pricing Supplement then, in the event
that the Issuer is due to make a payment in an Exotic Currency in respect of any Note and the Exotic Currency is
not available or it is impracticable to make the payment in the Exotic Currency due to circumstances beyond the
Issuer's control as determined by the Calculation Agent acting in good faith and in a commercially reasonable
manner, the Issuer will be entitled to satisfy in full its obligations in respect of such payment by making payment
as soon as practicable in US dollars on the basis of the spot exchange rate of US dollars against the Exotic Currency
offered in the London foreign exchange market as determined by the Calculation Agent referencing the Exotic
Currency Reuters Screen Page at or around the Exotic Currency Relevant Time on the fifth London Business Day
prior to such payment or, if such rate is not available on that day, the Calculation Agent will reference the rate
most recently available prior to such day.
Any payment made in US dollars in accordance with the foregoing paragraph will not constitute an Event of
Default (as defined in Condition 9 (Events of Default)). The communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained by the Calculation Agent hereunder
shall be at its sole discretion and shall (in the absence of manifest error, wilful default or bad faith) be conclusive
for all purposes and binding on the Issuer, the Paying Agents, and the holders of the Notes or Coupons.
For this purpose:
"Exotic Currency" means the Specified Currency, being either Mexican peso, Turkish lira or South African rand,
as specified in the Pricing Supplement.
"Exotic Currency Relevant Time" means the time specified in the Pricing Supplement.
"Exotic Currency Reuters Screen Page" means the Reuters screen page specified in the Pricing Supplement.
"London Business Day" means a day (other than a Saturday or Sunday) on which commercial banks and foreign
exchange markets settle payments generally in London.
(l) Discretion of Calculation Agent
40
All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed,
made or obtained for the purposes of the provisions of this Condition 6 (Payments and Talons) by the Calculation
Agent will (in the absence of a manifest error) be binding on the Issuer, the Paying Agents and the holders of the
Notes or Coupons and (in the absence of negligence, wilful default, bad faith or fraud) no liability to any such
person shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers
and duties for such purposes.
7. Taxation
(a) Withholding Tax
Subject as provided below, all payments of principal and interest in respect of the Notes, the Receipts and the
Coupons by or on behalf of the Issuer or, if applicable, the Guarantor shall be made free and clear of, and without
withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by or within the jurisdiction of incorporation of the Issuer and/or, where
the Issuer is acting through its branch outside its country of incorporation, the jurisdiction, country or territory in
which the branch through which the Issuer is acting as specified in the relevant Pricing Supplement is located or,
if applicable, the jurisdiction of incorporation of the Guarantor or by any authority therein or thereof having power
to tax (together, "Taxes"), unless such withholding or deduction is required by law or made for or on account of
FATCA. Any amounts withheld pursuant to an agreement with a taxing authority will be treated as required by
law. In that event, the Issuer or (as the case may be) the Guarantor shall pay such additional amounts to the
Noteholders, Couponholders and Receiptholders as shall result in receipt by those Noteholders, Couponholders
and Receiptholders of such amounts as would have been received by them had no such withholding or deduction
been required, except that no such additional amounts shall be payable with respect to any Note, Receipt or
Coupon:
(i) presented for payment by or on behalf of a holder which is liable to such Taxes, duties, assessments or
governmental charges in respect of such Note, Receipt or Coupon by reason of its having some
connection with the jurisdiction of incorporation of the Issuer or, where the Issuer is acting through its
branch outside its country of incorporation, the jurisdiction, country or territory in which the branch
through which the Issuer is acting as specified in the relevant Pricing Supplement is located and/or, if
applicable, the jurisdiction of incorporation of the Guarantor, other than the mere holding of such Note,
Receipt or Coupon or the receipt of the relevant payment in respect thereof; or
(ii) where ANZBGL is the Issuer, held by or on behalf of a holder who is an Australian resident or a non-
resident who is engaged in carrying on business in Australia at or through a permanent establishment of
that non-resident in Australia, if that person has not supplied an appropriate tax file number, Australian
business number or other exemption details; or
(iii) presented (or in respect of which the Certificate representing it is presented) for payment more than 30
days after the Relevant Date except to the extent that the holder of it would have been entitled to such
additional amounts on presenting it for payment on the 30
th
such day; or
(iv) in respect of which the holder thereof is an Offshore Associate of ANZBGL (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), where ANZBGL is the Issuer; or
(v) in respect of which the Taxes have been imposed or levied as a result of the holder of such Note, Receipt
or Coupon being party to or participating in a scheme to avoid such Taxes, being a scheme which
ANZBGL, where ANZBGL is the Issuer, was neither a party to nor participated in; or
(vi) in respect of Bearer Notes only, if the holder of such Note, Receipt or Coupon or any entity which directly
or indirectly has an interest in or right in respect of such Note, Receipt or Coupon is a resident of
Australia, or a non-resident who is engaged in carrying on business in Australia at or through a permanent
establishment of that non-resident in Australia (the expressions "resident of Australia", "non-resident"
and "permanent establishment" having the meanings given to them by the Australian Tax Act if, and
to the extent that, section 126 of the Australian Tax Act) (or any equivalent provisions) requires
ANZBGL, where ANZBGL is the Issuer, to pay income tax in respect of interest payable on such Note,
Receipt or Coupon and the income tax would not be payable were the holder or such entity not such a
resident of Australia or non-resident; or
41
(vii) where such withholding or deduction is for or on account of New Zealand resident withholding tax, where
either ANZ New Zealand or ANZNIL is the Issuer or ANZ New Zealand is the Guarantor; or
(viii) presented for payment by, or a third party on behalf of, a holder if such withholding or deduction may be
avoided by complying with any statutory requirement or by making a declaration of non-residence or
other similar claim for exemption to any authority of or in New Zealand, unless the holder proves that he
is not entitled so to comply or to make such declaration or claim, where either ANZ New Zealand or
ANZNIL is the Issuer or ANZ New Zealand is the Guarantor; or
(ix) presented to, or to a third party on behalf of, a holder that is a partnership, or a holder that is not the sole
beneficial owner of the Note, Receipt or Coupon, or which holds the Note, Receipt or Coupon, in a
fiduciary capacity, to the extent that any of the members of the partnership, the beneficial owner or the
settlor or beneficiary with respect to the fiduciary would not have been entitled to the payment of an
additional amount had each of the members of the partnership, the beneficial owner, settlor or beneficiary
(as the case may be) received directly his beneficial or distributive share of the payment, where either
ANZ New Zealand or ANZNIL is the Issuer or ANZ New Zealand is the Guarantor; or
(x) presented for payment in New Zealand, where either ANZ New Zealand or ANZNIL is the Issuer or
ANZ New Zealand is the Guarantor; or
(xi) in respect of which the Taxes have been imposed or levied as a result of the holder of such Note, Receipt
or Coupon being party to or participating in a scheme to avoid such Taxes, being a scheme which either
ANZ New Zealand or ANZNIL, where ANZ New Zealand or ANZNIL is the Issuer, or ANZ New
Zealand, where ANZ New Zealand is the Guarantor, was neither a party to nor participated in; or
(xii) where such withholding or deduction is made for or on account of FATCA on payments to a Noteholder,
Couponholder, Receiptholder, beneficial owner, or any agent having custody or control over a payment
made by the Issuer, Guarantor or any agent in the chain of payment, including due to the failure of the
Noteholder, Couponholder, Receiptholder, beneficial owner, or any agent having custody or control over
a payment to comply with any requests for tax certifications or other identifying information regarding
such Noteholder, Couponholder, Receiptholder, beneficial owner, or agent, or due to the failure to
provide a waiver of any laws prohibiting the disclosure of such certifications, identifying information
and other information in respect of the Notes to a taxing authority.
As used in these Conditions, "Relevant Date" in respect of any Note, Receipt or Coupon means the date on which
payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or
refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days
after that on which notice is duly given to the Noteholders that, upon further presentation of the Note (or relative
Certificate), Receipt or Coupon being made in accordance with the Conditions, such payment will be made,
provided that payment is in fact made upon such presentation. References in these Conditions to (i) "principal"
shall be deemed to include all Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts,
Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable
pursuant to Condition 5 (Redemption, Purchase and Options) or any amendment or supplement to it, (ii) "interest"
shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 4 (Interest
and other Calculations) or any amendment or supplement to it and (iii) "principal" and/or "interest" shall be
deemed to include any additional amounts that may be payable under this Condition or any undertaking given in
addition to or substitution for it under the Agency Agreement. Any additional amounts due in respect of the
Subordinated Notes will be subordinated in right of payment as described in Condition 10 (Subordination).
The remaining provisions of this Condition only apply to ANZNIL where ANZNIL is the Issuer and to ANZ New
Zealand where ANZ New Zealand is the Issuer or the Guarantor. Where used in the remaining provisions of this
Condition, "interest" means interest (as defined under New Zealand taxation legislation) for withholding tax
purposes, which under current legislation includes the excess of the redemption amount over the issue price of
any Note as well as coupon interest paid on such Note.
Where (i) ANZNIL is the Issuer or (ii) ANZ New Zealand is the Issuer or the Guarantor, and ANZ New Zealand
or ANZNIL, as the case may be, is required to deduct New Zealand non-resident withholding tax in the case of
any payments of interest to a holder of a Note or Coupon, ANZ New Zealand or ANZNIL, as the case may be,
may, and intend to (for so long as they do not incur any increased cost or detriment from so doing), relieve
themselves of such obligation by using a procedure which permits borrowers such as ANZ New Zealand or
ANZNIL, as the case may be, to reduce the applicable rate of non-resident withholding tax to zero per cent. Under
42
the current law, that procedure involves ANZ New Zealand or ANZNIL, as the case may be, paying on their own
respective accounts a levy to the New Zealand revenue authorities (which is currently equal to two per cent. of
such payments of interest).
ANZ New Zealand and ANZNIL are required by law to deduct New Zealand resident withholding tax from the
payment of interest to the holder of any Note on any Interest Payment Date or the Maturity Date, where:
(A) the Holder is (i) a resident of New Zealand for New Zealand income tax purposes, or (ii) the
Holder holds the notes for the purposes of a business the Holder carries on in New Zealand,
through a fixed establishment (as defined in the Income Tax Act 2007 (New Zealand) in New
Zealand, or (iii) the Holder is a registered bank engaged in business in New Zealand through a
fixed establishment (as defined in the Income Tax Act 2007 (New Zealand)) in New Zealand and
is not associated with ANZ New Zealand or ANZNIL (as applicable) (each a "New Zealand
Holder"); and
(B) at the time of such payment the New Zealand Holder does not hold a valid certificate of exemption
for New Zealand resident withholding tax purposes.
Prior to any Interest Payment Date or the Maturity Date, any New Zealand Holder:
(A) must notify ANZ New Zealand or ANZNIL, as the case may be, that the New Zealand Holder is
the holder of a Note; and
(B) must notify ANZ New Zealand or ANZNIL, as the case may be, of any
circumstances, and provide ANZ New Zealand or ANZNIL, as the case may be, with
any information that may enable ANZ New Zealand or ANZNIL, as the case may be,
to make payment of interest to the New Zealand Holder without deduction on account
of New Zealand resident withholding tax.
The New Zealand Holder must notify ANZ New Zealand or ANZNIL, as the case may be, prior to any Interest
Payment Date or the Maturity Date, of any change in the New Zealand Holder's circumstances from those
previously notified that could affect the payment or withholding obligations of ANZ New Zealand or ANZNIL,
as the case may be, in respect of this Note. By accepting payment of the full face amount of a Note or any interest
thereon on any Interest Payment Date or the Maturity Date, the New Zealand Holder indemnifies ANZ New
Zealand or ANZNIL, as the case may be, for all purposes in respect of any liability ANZ New Zealand or
ANZNIL, as the case may be, may incur for not deducting any amount from such payment on account of New
Zealand resident withholding tax.
Only a New Zealand Holder will be obliged to make the notification referred to above.
(b) Taxing Jurisdiction
If the Issuer or, if applicable, the Guarantor is, or becomes, subject at any time to any taxing jurisdiction(s) other
than or in addition to its own jurisdiction of incorporation or the jurisdiction, country or territory in which the
branch (if any) specified in the relevant Pricing Supplement is located, references in Condition 5(b) and this
Condition 7 shall be read and construed as including references to such other taxing jurisdiction(s).
8. Prescription
Claims against the Issuer and, if applicable, the Guarantor for payment in respect of the Notes, Receipts and
Coupons (which, for this purpose, shall not include Talons) shall be prescribed and become void unless made
within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date
in respect of them.
9. Events of Default
(a) Unsubordinated Notes
If any of the following events ("Events of Default") occurs and is continuing, the holder of any Unsubordinated
Note of any Series issued by the Issuer may give written notice to the Fiscal Agent at its specified office that such
Unsubordinated Note is immediately repayable, whereupon it shall immediately become due and repayable at its
Early Redemption Amount together with accrued interest to the date of payment unless, prior to the date that such
43
written notice is received by the Fiscal Agent, the Issuer and/or, if applicable, the Guarantor shall have cured or
otherwise made good all Events of Default in respect of the Unsubordinated Notes of such Series:
(i) default is made in the payment of any principal or Final Redemption Amount, Early Redemption Amount,
Optional Redemption Amount, Instalment Amount or Amortised Face Amount (in the case of a Zero
Coupon Note) (whether becoming due upon redemption or otherwise) or interest when due, in respect of
any Unsubordinated Note of such Series, and such default continues for a period of seven days; or
(ii) the Issuer fails to perform or observe any of its obligations under any Unsubordinated Note of such Series
or, if applicable, the Guarantor fails to perform or observe any of its obligations under the Deed of
Guarantee, in either case other than those specified in paragraph (i) above and in such case (except where
such failure is incapable of remedy) such failure continues for a period of 30 days next following the
service by any holder of any Unsubordinated Note of such Series on the Issuer, the Guarantor (if
applicable) and the Fiscal Agent of written notice requiring the same to be remedied; or
(iii) otherwise than for the purpose of an amalgamation or reconstruction or merger within the meaning of
these words under the laws of the Issuer's or, if applicable, the Guarantor's country of incorporation or,
if applicable, the laws of the jurisdiction, country or territory in which the branch through which the
Issuer is acting as specified in the relevant Pricing Supplement is located, a resolution is passed that the
Issuer or, as the case may be, the Guarantor be wound up or dissolved; or
(iv) the Issuer or, if applicable, the Guarantor stops payment (within the meaning of Australian or any other
applicable bankruptcy law) of its obligations; or
(v) an encumbrancer takes possession of or a receiver is appointed of the whole or a substantial part of the
undertaking and assets of the Issuer or, if applicable, the Guarantor and any such event is continuing for
45 days after its occurrence and would materially prejudice the performance by the Issuer or, as the case
may be, the Guarantor of its obligations under the Unsubordinated Notes of such Series or a distress or
execution is levied or enforced upon or sued out against the whole or a substantial part of the undertaking
and assets of the Issuer or, as the case may be, the Guarantor which would materially prejudice the
performance of (i) the Issuer of its obligations under the Unsubordinated Notes of such Series or, (ii) if
applicable, the Guarantor of its obligations under the Deed of Guarantee, and in each case is not
discharged within 60 days thereof; or
(vi) proceedings shall have been initiated against the Issuer or, if applicable, the Guarantor under any
applicable bankruptcy, reorganisation or other similar law and such proceedings shall not have been
discharged or stayed within a period of 60 days; or
(vii) the Issuer or, if applicable, the Guarantor shall initiate or consent to proceedings relating to itself under
any applicable bankruptcy, insolvency, composition or other similar law (otherwise than for the purpose
of amalgamation, reconstruction or merger (within the meaning of those words under the laws of the
country of the Issuer's or, if applicable, the Guarantor's incorporation or, if applicable, the laws of the
jurisdiction, country or territory in which the branch through which the Issuer is acting as specified in the
relevant Pricing Supplement is located), and such proceedings would materially prejudice the
performance by (A) the Issuer of its obligations under the Unsubordinated Notes of such Series or (B), if
applicable, the Guarantor of its obligations under the Deed of Guarantee); or
(viii) in respect of Notes issued by ANZNIL only, the Deed of Guarantee of the Notes is (A) not in full force
and effect and, where capable of remedy, the Deed of Guarantee is not in full force and effect within
seven days of the date the defect is first discovered or (B) claimed by the Guarantor not to be in full force
and effect.
Any such notice by a holder of Unsubordinated Notes to the Fiscal Agent shall specify the serial number(s) of the
Unsubordinated Notes concerned.
Notwithstanding any other provision of this Condition 9(a) no Event of Default in respect of any Unsubordinated
Notes shall occur solely on account of any failure by ANZBGL to perform or observe its obligations in relation
to, or the taking of any process or proceeding in respect of any share, note or other security or instrument
constituting Tier 1 Capital or Tier 2 Capital (as defined by APRA from time to time).
44
(b) Subordinated Notes Issued by ANZBGL
The following are "Events of Default" with respect to Subordinated Notes:
(i) (a) the making of an order by a court of the State of Victoria, Commonwealth of Australia or a court
with appellate jurisdiction from such court which is not successfully appealed or permanently
stayed within 60 days of the entry of such order; or
(b) the valid adoption by ANZBGL's shareholders of an effective resolution,
in each case for the winding-up of ANZBGL (other than under or in connection with a scheme of
amalgamation or reconstruction not involving bankruptcy or insolvency);
(ii) subject to Condition 4(r):
(a) default in the payment of interest on any Subordinated Note when due, continued for 30 days; or
(b) default in the payment of principal of any Subordinated Note when due.
Upon the occurrence of an Event of Default specified in paragraph (i) above, subject to the subordination
provisions, the Principal Amount of, and all accrued and unpaid interest, on the Subordinated Notes will
automatically become due and payable.
If an Event of Default contemplated by paragraph (ii) above with respect to any of the Subordinated Notes occurs
and is continuing, a Subordinated Noteholder may only, in order to enforce the obligations of ANZBGL under
such Subordinated Notes:
(y) notwithstanding the provisions of paragraph (z) below, institute proceedings in the State of Victoria,
Commonwealth of Australia (but not elsewhere) for the winding-up of ANZBGL (all subject to, and in
accordance with, the terms of Condition 10 (Subordination)); or
(z) institute proceedings for recovery of the money then due, provided that ANZBGL will not, by virtue of
the institution of any such proceedings (other than proceedings for the winding-up of ANZBGL), be
obliged to pay any sums representing principal or interest in respect of such Subordinated Notes sooner
than the same would otherwise have been payable by it and provided that ANZBGL is Solvent at the
time of, and will be Solvent immediately after, the making of any such payment.
No remedy against ANZBGL, other than those referred to in this paragraph (b), shall be available to the
Subordinated Noteholders or Couponholders or Receiptholders in respect of Subordinated Notes, whether for the
recovery of amounts owing in respect of the Subordinated Notes or in respect of any breach by ANZBGL of any
of its other obligations under or in respect of the Subordinated Notes.
10. Subordination
In the event of the winding-up of ANZBGL constituting an Event of Default with respect to the Subordinated
Notes, there shall be payable with respect to the Subordinated Notes, subject to the subordination provisions
discussed above (see Condition 3 (Status and Guarantee)), an amount equal to the Principal Amount of the
Subordinated Notes then outstanding, together with all accrued and unpaid interest thereon to the repayment date.
As a result of the subordination provisions, no amount will be payable in the winding-up of ANZBGL in Australia
in respect of the Subordinated Notes until all claims of Senior Creditors admitted in the winding-up proceeding
have been satisfied in full. By subscription for, or transfer of, Subordinated Notes to a Noteholder, that
Subordinated Noteholder will be taken to have agreed that no amount in respect of the Subordinated Notes will
be repaid until all the claims of the Senior Creditors admitted in the winding-up proceeding have been satisfied
accordingly. Accordingly, if proceedings with respect to the winding-up of ANZBGL in Australia were to occur,
the Subordinated Noteholders could recover less relatively than the holders of deposit liabilities or protected
accounts, the Unsubordinated Noteholders, the holders of prior ranking subordinated liabilities of ANZBGL. For
the avoidance of doubt, the Subordinated Notes do not constitute deposit liabilities or protected accounts of
ANZBGL.
If, in any such winding-up, the amount payable with respect to the Subordinated Notes and any claims ranking
equally with those Subordinated Notes cannot be paid in full, those Subordinated Notes and other claims ranking
45
equally with those Subordinated Notes will share relatively in any distribution of ANZBGL's assets in a winding-
up in proportion to the respective amounts to which they are entitled. To the extent that Subordinated Noteholders
are entitled to any recovery with respect to the Subordinated Notes in any winding-up, such Subordinated
Noteholders might not be entitled in such proceedings to a recovery in the Specified Currency in respect of such
Subordinated Notes (if other than Australian dollars) and might be entitled only to a recovery in Australian dollars.
11. Meeting of Noteholders, Modifications and Waiver
(a) Meetings of Noteholders
The Agency Agreement contains provisions for convening meetings of Noteholders of a Series to consider any
matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency
Agreement) of a modification or amendment of any of these Conditions. The quorum for any meeting of
Noteholders shall be two or more persons holding or representing in the aggregate a clear majority in Principal
Amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or
representing Noteholders whatever the Principal Amount of the Notes held or represented, unless the business of
such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of
the Notes, any Instalment Date or any date for payment of interest or Interest Amounts on the Notes or the
obligation of the Issuer to pay additional amounts pursuant to Condition 7 (Taxation), (ii) to reduce or cancel the
Principal Amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to
reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or
rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a
Minimum and/or a Maximum Rate of Interest, Instalment Amount, Final Redemption Amount, Early Redemption
Amount or Optional Redemption Amount is set out in the Pricing Supplement, to reduce any such Minimum
and/or Maximum, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, Early
Redemption Amount or Optional Redemption Amount, including the method of calculating the Amortised Face
Amount, (vi) to vary the currency or currencies of payment or Specified Denomination of the Notes, (vii) to take
any steps that as specified in the Pricing Supplement may only be taken following approval by an Extraordinary
Resolution to which the special quorum provisions apply, or (viii) to modify the provisions concerning the quorum
required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, in which
case the necessary quorum at any adjourned meeting shall be two or more persons holding or representing in the
aggregate not less than one-third in Principal Amount of the Notes for the time being outstanding. However, the
prior written approval of APRA is required to modify, amend or supplement the terms of any Series of
Subordinated Notes, or to give any consents or waivers or take other actions in respect of any Series of
Subordinated Notes, where such modification, amendment, supplement, consent, waiver or other action may affect
the eligibility of the Subordinated Notes as Tier 2 Capital. Any resolution duly passed (including an Extraordinary
Resolution) shall be binding on all Noteholders of the relevant Series (whether or not they were present at the
meeting at which such resolution was passed) and on all Couponholders of the relevant Series. The expression
"Extraordinary Resolution" means a resolution passed at a meeting of Noteholders duly convened by a majority
consisting of not less than three-quarters of the votes cast. All other resolutions, except for written resolutions,
shall be passed at a meeting of Noteholders duly convened by a clear majority of the votes cast.
In addition, a resolution in writing signed by or on behalf of all Noteholders who for the time being are entitled to
receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a
resolution in writing may be contained in one document or several documents in the same form, each signed by
or on behalf of one or more Noteholders.
(b) Modification of the Agency Agreement, Deed of Covenant, Deed of Guarantee, Conditions and Pricing
Supplement
The Agency Agreement, the Deed of Covenant, the Deed of Guarantee, the Conditions and any applicable Pricing
Supplement may be modified or amended by the Issuer and, in the case of the Deed of Guarantee, by ANZNIL
and the Guarantor, in each case without the consent of the holders if, in the reasonable opinion of the Issuer (and
in the case of the Deed of Guarantee, ANZNIL and the Guarantor), the modification or amendment is:
(a) not materially prejudicial to the interests of the holders;
(b) of a formal, minor or technical nature;
(c) made to correct any manifest or proven error or omission;
(d) made to comply with mandatory provisions of the law; or
46
(e) made to cure, correct or supplement any defective provision or ambiguity,
provided that any such modification or amendment to the Agency Agreement, the Deed of Covenant, the
Conditions and the Pricing Supplement which may affect the eligibility of Subordinated Notes as Tier 2 Capital
has the prior written approval of APRA.
Any such modification or amendment shall be binding on the holders and any such modification or amendment
shall be notified to the holders in accordance with Condition 14 as soon as practicable thereafter.
12. Replacement of Notes, Certificates, Receipts, Coupons and Talons
If a Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced,
subject to applicable laws, regulations and listing authority, stock exchange and/or quotation system regulations,
at the specified office of the Fiscal Agent (in case of Bearer Notes, Receipts, Coupons or Talons) and of the
Registrar (in the case of Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may
from time to time be designated by the Issuer for the purpose and notice of whose designation is given to
Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and
on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost,
stolen or destroyed Note, Certificate, Receipt, Coupon or Talon is subsequently presented for payment or, as the
case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable
by the Issuer in respect of such Notes, Certificates, Receipts, Coupons or further Coupons) and otherwise as the
Issuer may require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talons must be surrendered
before replacements will be issued.
13. Further Issues
Any Issuer may (and, in the instance of an issue of Subordinated Notes by ANZBGL, if ANZBGL has obtained
the prior approval of APRA) from time to time without the consent of the Noteholders or Couponholders create
and issue further securities either having the same terms and conditions as the Notes in all respects (or in all
respects except for the first payment of interest on them) and so that such further issue shall be consolidated and
form a single Series with the outstanding securities of any Series (including the Notes) or upon such terms as the
Issuer may determine at the time of their issue. Notes of more than one Series may be consolidated into one Series
denominated in euro, even if one or more such Series was not originally denominated in euro, provided all such
Series have been redenominated into euro and otherwise have, in respect of all periods subsequent to such
consolidation, the same terms and conditions. References in these Conditions to the Notes include (unless the
context requires otherwise) any other securities issued pursuant to this Condition and forming a single Series with
the Notes.
14. Notices
Notices to the holders of Registered Notes shall be (a) mailed to them (or, in the case of joint holders, to the first
named) at their respective addresses in the Register and (b) published at http://www.debtinvestors.anz.com.
Notices to the holders of Registered Notes shall be deemed to have been given on the fourth weekday (being a
day other than a Saturday or a Sunday) after the later of the date of mailing and the date of first publication online.
Notices to the holders of Bearer Notes shall be, save where another means of effective communication has been
specified herein or in the Pricing Supplement, published at http://www.debtinvestors.anz.com.
Notices to the holders of Bearer Notes shall be deemed to have been given on the date of first publication online.
Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders
of Bearer Notes in accordance with this Condition 14.
Notices to holders of all Notes which have been listed, admitted to trading on any stock exchange or listed on a
quotation system will also be given in such manner and in such place as may be required by the rules and
regulations of such listing authority stock exchange and/or quotation system.
15. Currency Indemnity
If any sum due from the Issuer in respect of the Notes, Receipts or the Coupons or any order or judgment given
or made in relation thereto has to be converted from the currency (the "first currency") in which the same is
payable under these Conditions or such order or judgment into another currency (the "second currency") for the
47
purpose of (a) making or filing a claim or proof against the Issuer, (b) obtaining an order or judgment in any court
or other tribunal or (c) enforcing any order or judgment given or made in relation to the Notes, Receipts or
Coupons, the Issuer shall indemnify each holder, on the written demand of such holder addressed to the Issuer
and delivered to the Issuer or to the specified office of the Fiscal Agent, against any loss suffered as a result of
any discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from the
first currency into the second currency and (ii) the rate or rates of exchange at which such holder may in the
ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it
in satisfaction, in whole or in part, of any such order, judgment, claim or proof. For the purposes of this Condition
15, it shall be sufficient for the Noteholder, Receiptholder or Couponholder, as the case may be, to demonstrate
that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and
independent obligation from the Issuer's other obligations, shall give rise to a separate and independent cause of
action, shall apply irrespective of any indulgence granted by any Noteholder, Receiptholder or Couponholder and
shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in
respect of any sum due under any Note, Coupon or Receipt or any other judgment or order.
16. Governing Law, Jurisdiction and Service of Process
(a) Governing Law
The Notes, the Receipts, the Coupons and the Talons and any non-contractual obligations arising out of or in
connection with them are governed by, and shall be construed in accordance with, English law, except for the
subordination, Conversion and Write-Off provisions of the Subordinated Notes (including, without limitation, the
provisions contained in Conditions 3(b), 4(r), 5A, 5B, 5C, 5D, 5E, 9(b) and 10 (Subordination)) which will be
governed by, and construed in accordance with, the laws of the State of Victoria and the Commonwealth of
Australia.
(b) Jurisdiction
The Issuer agrees for the benefit of the holders of Notes, Receipts, Coupons and Talons that the courts of England
shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may
arise out of or in connection with the Notes and all matters connected with the Notes, Receipts, Coupons and
Talons (including a dispute relating to any non-contractual obligation arising out of or in connection with them)
(respectively, "Proceedings" and "Disputes") and, for such purposes, irrevocably submits to the jurisdiction of
such courts.
(c) Appropriate Forum
The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of England being
nominated as the forum to hear and determine any Proceedings and to settle any Disputes, and agrees not to claim
that any such court is not a convenient or appropriate forum.
(d) Service of Process
The Issuer agrees that the process by which any Proceedings in England are begun may be served on it by being
delivered to the officer in charge of the London Branch of Australia and New Zealand Banking Group Limited at
40 Bank Street, Canary Wharf, London E14 5EJ. If such person is not or ceases to be effectively appointed to
accept service of process on the Issuer's behalf, the Issuer shall appoint a further person in England to accept
service of process on the Issuer's behalf and, failing such appointment, within 15 days, any Noteholder shall be
entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer or to the
specified office of the Fiscal Agent. Nothing in this paragraph shall affect the right of any holder of Notes,
Receipts, Coupons or Talons to serve process in any other manner permitted by law.
(e) Non-exclusivity
The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the
right of any holder of Notes, Receipts, Coupons or Talons to take Proceedings in any other court of competent
jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings
in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law.
48
(f) Consent to Enforcement etc.
Subject to Condition 10 (Subordination), the Issuer consents generally in respect of any Proceedings to the giving
of any relief or the issue of any process in connection with such Proceedings including (without limitation) the
making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any
order or judgment which may be made or given in such Proceedings.
17. Third Parties
No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third
Parties) Act 1999.
49
SCHEDULE TO THE TERMS AND CONDITIONS OF THE NON PD NOTES
1. Conversion
If ANZBGL TopCo must Convert a Principal Amount of a Subordinated Note in accordance with the Conditions,
then, subject to this Schedule and Condition 5D.2 and unless the Pricing Supplement specifies that the Alternative
Conversion Number applies, the following provisions apply (provided, in all cases, that where a Subordinated
Note is required to be Converted only in part, references in this Schedule to the "Subordinated Note" shall be
taken to be references to the "Affected Subordinated Note" as defined in Condition 5A.4(ii)):
(a) notwithstanding anything to the contrary in Condition 1, the Subordinated Note will be automatically
transferred free from any encumbrance to TopCo on the Trigger Event Date;
(a)(b) ANZBGL TopCo will allot and issue on the Trigger Event Date a number of Ordinary Shares in respect
of the Principal Amount of that Subordinated Note equal to the Conversion Number, where the
Conversion Number (but subject to the Conversion Number being no more than the Maximum
Conversion Number) is a number calculated according to the following formula:
퐶표푛푣푒푟푠푖표푛 푁푢푚푏푒푟=
푃푟푖푛푐푖푝푎푙 퐴푚표푢푛푡
(
(
1−퐶퐷
)
푥 푉푊퐴푃)
where:
"CD" means the conversion discount specified in the applicable Pricing Supplement;
"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=
푃푟푖푛푐푖푝푎푙 퐴푚표푢푛푡
퐼푠푠푢푒 퐷푎푡푒 푉푊퐴푃 푥 0.2
(b)(c) on the Trigger Event Date the rights of each Subordinated Noteholder (including to payment of interest
with respect to such Principal Amount, both in the future and as accrued but unpaid as at the Trigger
Event Date) in relation to each Subordinated Note or portion thereof that is being Converted will be
immediately and irrevocably terminatedautomatically transferred for an amount equal to the Principal
Amount of that Subordinated Note that is being Converted and ANZBGL TopCo will apply that Principal
Amount by way of payment for subscription for the Ordinary Shares to be allotted and issued under
Section 1(b)(a) of this Schedule and in accordance with the Deed of Undertaking. Each Subordinated
Noteholder is taken to have irrevocably directed that any amount payable under Section 1 of this Schedule
is to be applied as provided for in Section 1 of this Schedule and no Subordinated Noteholder has any
right to payment in any other way;
(c)(d) any calculation under Section 1(ba) of this Schedule shall be, unless the context requires otherwise, be
rounded to four decimal places provided that if the total number of additional Ordinary Shares to be
allotted to a Subordinated Noteholder in respect of the aggregate Principal Amount of the Subordinated
Notes it holds which is being Converted includes a fraction of an Ordinary Share, that fraction of an
Ordinary Share will be disregarded; and
(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 Subordinated Note
under the Conditions will no longer have effect to the extent of the Principal Amount of that Subordinated
Note being Converted (except for the right to receive the Ordinary Shares as set forth in Section 1 of this
Schedule and Condition 5B 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
(d)(f) as agreed between, amongst others, TopCo and the Issuer under the Implementation Deed, TopCo, the
Issuer and their Related Bodies Corporate will deal with the Subordinated Notes being Converted so that
they are converted into ANZ Ordinary Shares and terminated (the "Related Conversion Steps").
2. Adjustments to VWAP
50
For the purposes of calculating VWAP in the Conditions:
(a) where, on some or all of the Business Days in the relevant VWAP Period, Ordinary Shares have been
quoted on the Australian Securities Exchange as cum dividend or cum any other distribution or
entitlement and the relevant Principal Amount of Subordinated Notes will Convert into Ordinary Shares
after the date those Ordinary Shares no longer carry that dividend or any other distribution or entitlement,
then the VWAP on the Business Days on which those Ordinary Shares have been quoted cum dividend
or cum any other distribution or entitlement shall be reduced by an amount ("Cum Value") equal to:
(i) (in case of a dividend or other distribution), the amount of that dividend or other distribution
including, if the dividend or other distribution is franked, the amount that would be included in
the assessable income of a recipient of the dividend or other distribution who is both a resident of
Australia and a natural person under the Tax Act;
(ii) (in the case of any other entitlement that is not a dividend or other distribution under Section
2(a)(i) of this Schedule which is traded on the Australian Securities Exchange on any of those
Business Days), the volume weighted average sale price of all such entitlements sold on the
Australian Securities Exchange during the VWAP Period on the Business Days on which those
entitlements were traded; or
(iii) (in the case of any other entitlement which is not traded on the Australian Securities Exchange
during the VWAP Period), the value of the entitlement as reasonably determined by the directors
of ANZBGL; and
(b) where, on some or all of the Business Days in the VWAP Period, Ordinary Shares have been quoted on
the Australian Securities Exchange as ex dividend or ex any other distribution or entitlement, and the
relevant Principal Amount of Subordinated Notes will Convert into Ordinary Shares which would be
entitled to receive the relevant dividend or other distribution or entitlement, the VWAP on the Business
Days on which those Ordinary Shares have been quoted ex dividend or ex any other distribution or
entitlement shall be increased by the Cum Value.
3. Adjustments to VWAP for divisions and similar transactions
(a) Where during the relevant VWAP Period there is a change in the number of the Ordinary Shares on issue
as a result of a division, consolidation or reclassification of ANZBGL's share capital (not involving any
cash payment or other distribution (or compensation) to or by holders of Ordinary Shares) (a
"Reorganisation"), in calculating the VWAP for that VWAP Period the daily VWAP applicable on each
day in the relevant VWAP Period which falls before the date on which trading in Ordinary Shares is
conducted on a post Reorganisation basis shall be adjusted by multiplying such daily VWAP by the
following formula:
퐴
퐵
where:
A means the aggregate number of Ordinary Shares immediately before the Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the Reorganisation.
(b) Any adjustment made by ANZBGL in accordance with Section 3(a) of this Schedule will, absent manifest
error, be effective and binding on Subordinated Noteholders under these Conditions and these Conditions
will be construed accordingly. Any such adjustment must be promptly notified to all Subordinated
Noteholders.
4. Adjustments to Issue Date VWAP
For the purposes of determining the Issue Date VWAP, corresponding adjustments to VWAP will be made in
accordance with Section 2 and Section 3 of this Schedule during the 20 Business Day period over which VWAP
is calculated for the purposes of determining the Issue Date VWAP. On and from the Issue Date adjustments to
the Issue Date VWAP:
51
(a) may be made in accordance with Sections 5 to 7 of this Schedule (inclusive); and
(b) if so made, will cause an adjustment to the Maximum Conversion Number.
5. Adjustments to Issue Date VWAP for bonus issues
(a) Subject to Section 5(b) of this Schedule below, if at any time after the Issue Date ANZBGL TopCo 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=푉
0
x
푅퐷
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 does not apply to Ordinary Shares issued as part of a bonus share plan,
employee or executive share plan, executive option plan, share top up plan, share purchase plan or a
dividend reinvestment plan.
(c) For the purpose of Section 5(a) of this Schedule, an issue will be regarded as a pro rata issue
notwithstanding that ANZBGL TopCo does not make offers to some or all holders of Ordinary Shares
with registered addresses outside Australia, provided that in so doing ANZBGL TopCo is not in
contravention of the ASX Listing Rules.
(d) No adjustments to the Issue Date VWAP will be made under this Section 5 of this Schedule for any offer
of Ordinary Shares not covered by Section 5(a) of this Schedule, including a rights issue or other
essentially pro rata issue.
(e) The fact that no adjustment is made for an issue of Ordinary Shares except as covered by Section 5(a) of
this Schedule shall not in any way restrict ANZBGL TopCo from issuing Ordinary Shares at any time on
such terms as it sees fit nor require any consent or concurrence of any Subordinated Noteholders.
6. Adjustment to Issue Date VWAP for divisions and similar transactions
(a) If at any time after the Issue Date, a Reorganisation occurs, ANZBGL shall adjust the Issue Date VWAP
by multiplying the Issue Date VWAP applicable on the Business Day immediately before the date of any
such Reorganisation by the following formula:
퐴
퐵
where:
A means the aggregate number of Ordinary Shares immediately before the Reorganisation; and
B means the aggregate number of Ordinary Shares immediately after the Reorganisation.
(b) Any adjustment made by ANZBGL in accordance with Section 6(a) of this Schedule will, absent manifest
error, be effective and binding on Subordinated Noteholders under these Conditions and these Conditions
will be construed accordingly.
(c) Each Subordinated Noteholder acknowledges that ANZBGL may, consolidate, divide or reclassify
securities so that there is a lesser or greater number of Ordinary Shares at any time in its absolute
52
discretion without any such action requiring any consent or concurrence of any Subordinated
Noteholders.
7. No Adjustment to Issue Date VWAP in certain circumstances
Despite the provisions of Section 5 and Section 6 of this Schedule, no adjustment shall be made to the Issue Date
VWAP where such adjustment (rounded if applicable) would be less than one per cent. of the Issue Date VWAP
then in effect.
8. Announcement of adjustment to Issue Date VWAP
ANZBGL will notify Subordinated Noteholders (an "Adjustment Notice") of any adjustment to the Issue Date
VWAP under this Schedule within ten Business Days of ANZBGL determining the adjustment and the adjustment
set out in the announcement will be final and binding.
9. Ordinary Shares
Each Ordinary Share issued or arising upon Conversion ranks pari passu with all other fully paid Ordinary Shares.
10. Listing Ordinary Shares issued on Conversion
ANZBGL TopCo shall use all reasonable endeavours to list the Ordinary Shares issued upon Conversion of the
Subordinated Notes on the Australian Securities Exchange.
11. Alternative Conversion Number
If ANZBGL must Convert a Principal Amount of a Subordinated Note in accordance with the Conditions and the
Pricing Supplement specifies that the Alternative Conversion Number applies, then:
(a) Section 1 of this Schedule applies on the basis that the Conversion Number for the purposes of Section
1(ba) of this Schedule is the number of Ordinary Shares specified in the Pricing Supplement as the
Alternative Conversion Number (subject to the Alternative Conversion Number being no more than the
Maximum Conversion Number as determined in accordance with Section 1(ba) of this Schedule); and
(b) Sections 2 to 8 (inclusive) of this Schedule do not apply to the Alternative Conversion Number.
12. Transitional provision
For the purposes of Sections 2 to 6 (inclusive) of this Schedule:
(a) where any part of a VWAP Period has commenced before the Approved NOHC Substitution Date, in
respect of such part of the VWAP Period, each reference to Ordinary Shares and TopCo in Sections 2
and 3 and the definition of VWAP and VWAP Period shall be taken to be a reference to ANZ Ordinary
Shares and ANZBGL; and
(b) each reference to Ordinary Shares in Sections 5 and 6 of this Schedule and the definition of
"Reorganisation" to Ordinary Shares and TopCo shall be read as a reference to ANZ Ordinary Shares
and ANZBGL in respect of any pro rata bonus issue of shares or Reorganisation occurring before the
Approved NOHC Substitution Date.
12.13. Definitions
For the purposes of this Schedule the following terms shall have the following meanings:
"Affected Subordinated Note" has the meaning given in Condition 5A.4.
"Approved NOHC Substitution Date" means the date on which a notice given by ANZBGL in accordance with
Condition 5D.3 takes effect.
"ASX Operating Rules" means the market operating rules of the Australian Securities Exchange as amended,
varied or waived (whether in respect of ANZBGL, TopCo or generally) from time to time.
"Cum Value" has the meaning given in Section 2 of this Schedule.
53
"Implementation Deed" means the deed titled "ANZBGL 2017 Euro Medium Term Note Programme
Implementation Deed" entered into between amongst others, TopCo and ANZBGL on or about 16 December
2022.
"Issue Date VWAP" means, in respect of Subordinated Notes of a Series, the VWAP during the period of 20
Business Days on which trading in Ordinary Shares took place immediately preceding (but not including) the first
date on which any Subordinated Notes of that Series were issued, as adjusted in accordance with Sections 4 to 7
(inclusive) of this Schedule.
"Reorganisation" has the meaning given in Section 3 of this Schedule.
"Tax Act" means:
(i) the Income Tax Assessment Act 1936 (Cth) of Australia or the Income Tax Assessment Act 1997 (Cth)
of Australia as the case may be and a reference to any section of the Income Tax Assessment Act 1936
(Cth) of Australia includes a reference to that section as rewritten in the Income Tax Assessment Act
1997 (Cth) of Australia; and
(ii) any other Act setting the rate of income tax payable and any regulation promulgated under it.
"VWAP" means, subject to any adjustments under this Schedule, the average of the daily volume weighted
average sale prices (such average being rounded to the nearest full cent) of Ordinary Shares sold on the Australian
Securities Exchange during the VWAP Period or on the relevant days and where the currency of the Principal
Amount in respect of the Subordinated Note is not Australian dollars, with each such daily price converted into
the Specified Currency on the basis of the spot rate of exchange for the sale of Australian Dollars against the
purchase of the relevant Specified Currency in the Sydney foreign exchange market quoted by any leading bank
selected by ANZBGL on the relevant calculation date,. but does not include any "Crossing" transacted outside the
"Open Session State" or any "Special Crossing" transacted at any time, each as defined in the ASX Operating
Rules, or any overseas trades or trades pursuant to the exercise of options over Ordinary Shares;
"VWAP Period" means the period of five Business Days or such other period specified in the applicable Pricing
Supplement on which trading in Ordinary Shares took place immediately preceding (but not including) the Trigger
Event Date.
13.14. Interpretation
In respect of Ordinary Shares, if the principal securities exchange on which the Ordinary Shares are listed becomes
other than the Australian Securities Exchange, unless the context otherwise requires a reference to the Australian
Securities Exchange shall be read as a reference to that principal securities exchange and a reference to the ASX
Listing Rules, the ASX Operating Rules or any term defined in any such rules, shall be read as a reference to the
corresponding rules of that exchange or corresponding defined terms in such rules (as the case may be).
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.