Cleansing Notice

ANZ Group Holdings Limited ACN 659 510 791
Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
News Release
For release: 3 February 2023
Issue of EUR 1,000,000,000 5.101 per cent. Fixed
Rate Subordinated Notes
Notice under section 708A(12H)(e) of the
Corporations Act 2001 (Cwlth)
Today Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (“Issuer”)
will issue EUR 1,000,000,000 5.101 per cent. subordinated notes due February 2033
pursuant to its US$60 billion Euro Medium Term Note Programme (the “Subordinated
Notes”).
The Subordinated Notes convert into fully paid ordinary shares of ANZ Group Holdings
Limited (ACN 659 510 791) (“ANZ NOHC”) (“Ordinary Shares”) where the Australian
Prudential Regulation Authority determines this to be necessary on the grounds that the
Issuer would otherwise become non-viable.
This notice is given jointly by the Issuer and ANZ NOHC. It is a cleansing notice prepared for
the purposes of section 708A(12H)(e) of the Corporations Act 2001 (Cwlth) (“Corporations
Act”) (as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument
2016/71) to enable Ordinary Shares or Approved NOHC Ordinary Shares
1
issued on
conversion of the Subordinated Notes to be freely tradeable without further disclosure and
includes:

1. in Schedule 1, a description of the rights and liabilities attaching to the Subordinated
Notes that has been extracted from the Information Memorandum dated 16
November 2022 as supplemented (the “Information Memorandum”);

2. in Schedule 2, commercial particulars of the Subordinated Notes, extracted from the
Pricing Supplement for the Subordinated Notes dated 1 February 2023; and

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

Words and expressions defined in the Information Memorandum have the same meanings in
the remainder of this cleansing notice unless the contrary intention appears.
The issue of Subordinated Notes by the Issuer will not have a material impact on the
Issuer’s or ANZ NOHC’s financial position. If a Non-Viability Trigger Event occurs and ANZ
NOHC issues Ordinary Shares, the impact of Conversion on ANZ NOHC would be to increase
ANZ NOHC’s shareholders’ equity. The number of Ordinary Shares issued on Conversion is
limited to the Maximum Conversion Number. The Maximum Conversion Number is

1
Refer to the Information Memorandum for the meaning of “Approved NOHC Ordinary Shares” in the context of the
Subordinated Notes.

31,505.9861 Ordinary Shares per Subordinated Note (with a nominal value of EUR
100,000), based on the Issue Date VWAP
2
of EUR 15.87.
As a disclosing entity, ANZ NOHC is subject to regular reporting and disclosure obligations
under the Corporations Act and ASX Listing Rules. Broadly, these obligations require ANZ
NOHC to prepare and lodge with the Australian Securities and Investments Commission
(“ASIC”) both yearly and half yearly financial statements and to report on its operations
during the relevant accounting period, and to obtain an audit or review report from its
auditor.
Copies of documents lodged with ASIC may be obtained from or inspected at an ASIC office.
ANZ NOHC must ensure that the ASX is continuously notified of information about specific
events and matters as they arise for the purposes of the ASX making the information
available to the Australian securities market. In this regard, ANZ NOHC has an obligation
under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of
any information concerning it of which it becomes aware, which a reasonable person would
expect to have a material effect on the price or value of its quoted securities.
ANZ NOHC will provide a copy of any of the following documents free of charge to any
person who requests a copy before the Subordinated Notes are issued:
• the Information Memorandum
• any continuous disclosure notices given by ANZ NOHC in the period after its listing on
the ASX and before the date of this notice; and
• ANZ NOHC’s constitution.

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

Approved for distribution by ANZ’s Continuous Disclosure Committee.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES OF AMERICA
This Notice is not a prospectus or other disclosure document in relation to the Subordinated
Notes, and does not constitute an offer or invitation for the Subordinated Notes or any
Ordinary Shares for issue or sale in Australia. Subordinated Notes are only available for sale
to persons in Australia in circumstances where disclosure is not required in accordance with
Part 6D.2 and the sale is not to a retail client for the purposes of Chapter 7 of the
Corporations Act. The securities have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (“US Securities Act”) or the securities laws of any
state of the United States or any jurisdiction, and the securities may not be offered or sold

2
Refer to the Information Memorandum for the meaning of “Issue Date VWAP” and “VWAP Period” in the context of
the Subordinated Notes.

in the United States or to, or for the account or the benefit of, U.S. persons (as defined in
Regulation S under the US Securities Act) unless an exemption from the registration
requirements of the US Securities Act is available and the offer and sale is in accordance
with all applicable state securities laws of any state of the United States. This notice is not
an offer or invitation to any U.S. persons.

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

264



SCHEDULE A
TERMS AND CONDITIONS OF THE NON PR 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. The
following are also the Terms and Conditions of the Notes which will be applicable to each VPS Note.
VPS Notes will not be evidenced by any physical note or document of title other than statements of
account made by the VPS. Ownership of VPS Notes will be recorded and transfer effected only through
the book entry system and register maintained by the VPS. The applicable Pricing Supplement (or the
relevant provisions thereof) will be in the case of VPS Notes, deemed to apply to any such Notes. Wording
which appears in italics in the text does not form part of the terms and conditions.
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 (other than VPS Notes (as defined below)) are issued pursuant to an Amended and Restated
Agency Agreement dated 16 November 2022 (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 November 2022 (the "Deed of Covenant") executed by the Issuers in relation
to the Notes. VPS Notes will be issued in accordance with and subject to a trust agreement (such trust
agreement as amended and/or supplemented and/or restated from time to time, the "VPS Trustee
Agreement") dated 17 May 2018 made between the Issuer and Nordic Trustee AS (the "VPS Trustee",
which expression shall include any successor as VPS Trustee). The VPS Trustee acts for the benefit of
the holders for the time being of the VPS Notes, in accordance with the provisions of the VPS Trustee
Agreement and these Terms and Conditions. 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 November 2022 (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. Copies of the VPS
Agency Agreement and the VPS Trustee Agreement will be available for inspection during normal
business hours at the specified office of the VPS Agent and at the registered office for the time being of
the VPS Trustee.
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, the VPS relevant Agency Agreement as defined below,
the VPS Trustee Agreement and the Deed of Guarantee applicable to them.

265



Each issue of VPS Notes will have the benefit of a VPS Agency Agreement (such VPS Agency
Agreement as amended and/or supplemented and/or restated from time to time, the (the "VPS Agency
Agreement") between the Issuer and an agent (the "VPS Agent") who will act as agent of the Issuer in
respect of all dealings with the VPS in respect of VPS Notes as provided in the relevant VPS Agency
Agreement. References herein to the VPS Agency Agreement shall be to the relevant VPS Agency
Agreement entered into in respect of each issue of VPS Notes.
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.
Except in the case of a VPS Note, 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, except in the case of a VPS Note, to the Pricing Supplement (or the relevant provisions thereof)
endorsed on this Note. In the case of a VPS Note, references herein to the "Pricing Supplement" are to
the Pricing Supplement (or the relevant provisions thereof) provided to the VPS Agent, the VPS Trustee
and the VPS in connection with such VPS Notes.
Words and expressions defined in the Agency Agreement, the VPS Agency Agreement or the VPS
Trustee 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, the VPS Agency Agreement or the VPS Trustee
Agreement and the Pricing Supplement, the Pricing Supplement will prevail.
1. Form, Denomination and Title
The Notes are issued (i) in bearer form ("Bearer Notes") (ii) in registered form ("Registered Notes") or
(iii) in uncertificated and dematerialised book entry form registered in the Norwegian Central Securities
Depository, Verdipapirsentralen ASA or VPS ("VPS Notes" and the "VPS", respectively), in each case
in the Specified Currency and the Specified Denomination(s). All Registered Notes shall have the same
Specified Denomination. A Subordinated Note cannot be a VPS Note. "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, a Range Accrual 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, Range
Accrual 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

266



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.
Title to VPS Notes will pass by registration in the registers between the direct or indirect accountholders
at the VPS in accordance with the Norwegian Securities Registry Act of 5th July, 2002 (No.
verdipapirregisterloven) (the "VPS Act") and the rules and procedures of the VPS. The holder of a VPS
Note will be the person evidenced as such by a book entry in the records of the VPS. The person
evidenced (including any nominee) as a holder of the VPS Notes shall be treated as the holder of such
VPS Notes for the purposes of payment of principal or interest on such Notes and for all other purposes.
The expressions "Noteholders" and "holder of Notes" and related expressions shall, in each case, be
construed accordingly. Any references in these Terms and Conditions to Coupons, Talons,
Couponholders, Global Notes, Bearer Notes, Certificates, Receipts, Receiptholders, Registered Global
Notes, Registered Notes, Bearer Global Notes, Permanent Global Notes, Temporary Global Notes and
Notes in definitive form (or, in each case, similar expressions) shall not apply to VPS Notes.
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 or in relation to any VPS Notes, is to be
construed as provided above in this Condition 1 (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 or in relation to
any VPS Notes, is to be construed as provided above in this Condition 1 (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. Notes (other
than VPS Notes) may not be exchanged for VPS Notes and vice versa.
(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 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

267



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(3) 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 that APRA makes or is liable to make to (A) holders of
protected accounts under the Banking Act or (B) a body corporate pursuant to a determination made by
APRA in connection with a transfer of the ADI's business to that body corporate (where that transfer
includes liabilities of the ADI in respect of protected accounts) under the Financial Sector (Transfer and
Restructure) Act 1999 of Australia, (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 their order of priority
apart from section 13A(3). Changes to applicable law may extend the debts required to be preferred by
law.
The Unsubordinated Notes rank senior to the Issuer's subordinated obligations, including, where the
Issuer is ANZBGL, the Subordinated Notes.

268



(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(v)) 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 as Relevant Tier 2 Securities.
"Junior Ranking Securities" means any present or future instrument:
(i) issued as Tier 1 Capital; and
(ii) that by its terms is, or is expressed to be, subordinated in a winding up of 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 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.
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

269



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(r) 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 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

270



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
If ISDA Determination is specified in the applicable 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 an interest rate swap transaction if the Calculation Agent
were acting as Calculation Agent for that interest rate swap transaction under the terms
of an agreement incorporating the ISDA Definitions and under which:
(i) if the Pricing Supplement specifies either "2006 ISDA Definitions" or "2021
ISDA Definitions" as the applicable ISDA Definitions:
(A) the Floating Rate Option is as specified in the relevant Pricing Supplement;
(B) the Designated Maturity, if applicable, is a period specified in the relevant
Pricing Supplement; and
(C) the relevant Reset Date, unless otherwise specified in the relevant Pricing
Supplement, has the meaning given to it in the ISDA Definitions; and
(D) if the specified Floating Rate Option is an Overnight Floating Rate Option,
Compounding is specified to be applicable in the relevant Pricing
Supplement and:
(1) if Compounding with Lookback is specified as the Compounding
Method in the relevant Pricing Supplement then (a) Compounding
with Lookback is the Overnight Rate Compounding Method and (b)
Lookback is the number of Applicable Business Days specified in the
relevant Pricing Supplement;
(2) if Compounding with Observation Period Shift is specified as the
Compounding Method in the relevant Pricing Supplement then (a)
Compounding with Observation Period Shift is the Overnight Rate
Compounding Method, (b) Observation Period Shift is the number of
Observation Period Shift Business Days specified in the relevant
Pricing Supplement and (c) Observation Period Shift Additional
Business Days, if applicable, are the days specified in the relevant
Pricing Supplement; or
(3) if Compounding with Lockout is specified as the Compounding
Method in the relevant Pricing Supplement then (a) Compounding
with Lockout is the Overnight Rate Compounding Method, (b)
Lockout is the number of Lockout Period Business Days specified in
the relevant Pricing Supplement and (c) Lockout Period Business
Days, if applicable, are the days specified in the relevant Pricing
Supplement;
(E) if the specified Floating Rate Option is an Overnight Floating Rate Option,
Averaging is specified to be applicable in the relevant Pricing Supplement
and:

271



(1) if Averaging with Lookback is specified as the Averaging Method in
the relevant Pricing Supplement then (a) Averaging with Lookback
is the Overnight Rate Averaging Method and (b) Lookback is the
number of Applicable Business Days specified in the relevant Pricing
Supplement;
(2) if Averaging with Observation Period Shift is specified as the
Averaging Method in the relevant Pricing Supplement then (a)
Averaging with Observation Period Shift is the Overnight Rate
Averaging Method, (b) Observation Period Shift is the number of
Observation Period Shift Business Days specified in the relevant
Pricing Supplement and (c) Observation Period Shift Additional
Business Days, if applicable, are the days specified in the relevant
Pricing Supplement; or
(3) if Averaging with Lockout is specified as the Averaging Method in
the relevant Pricing Supplement then (a) Averaging with Lockout is
the Overnight Rate Averaging Method, (b) Lockout is the number of
Lockout Period Business Days specified in the relevant Pricing
Supplement and (c) Lockout Period Business Days, if applicable, are
the days specified in the relevant Pricing Supplement; and
(F) if the specified Floating Rate Option is an Index Floating Rate Option and
Index Provisions are specified to be applicable in the relevant Pricing
Supplement, the Compounded Index Method with Observation Period
Shift shall be applicable and, (a) Observation Period Shift is the number of
Observation Period Shift Business Days specified in the relevant Pricing
Supplement and (b) Observation Period Shift Additional Business Days, if
applicable, are the days specified in the relevant Pricing Supplement;
(ii) references in the ISDA Definitions to:
(A) "Confirmation" shall be references to the relevant Pricing Supplement;
(B) "Calculation Period" shall be references to the relevant Interest Accrual
Period;
(C) "Termination Date" shall be references to the Maturity Date;
(D) "Effective Date" shall be references to the Interest Commencement Date;
and
(iii) if the Pricing Supplement specifies "2021 ISDA Definitions" as being applicable:
(A) "Administrator/Benchmark Event" shall be disapplied; and
(B) if the Temporary Non-Publication Fallback in respect of any specified
Floating Rate Option is specified to be "Temporary Non-Publication
Fallback – Alternative Rate" in the Floating Rate Matrix of the 2021 ISDA
Definitions the reference to "Calculation Agent Alternative Rate
Determination" in the definition of "Temporary Non-Publication Fallback
– Alternative Rate" shall be replaced by "Temporary Non-Publication
Fallback – Previous Day's Rate".
(iv) Unless otherwise defined in these Conditions, capitalised terms used in this
Condition 4(b)(iii)(A) shall have the meaning ascribed to them in the ISDA
Definitions.
(B) Screen Rate/Reference Bank Determination for Floating Rate Notes other than Floating
Rate Notes referencing SONIA (Non-Index Determination), SONIA (Index
Determination), SOFR (Non-Index Determination), SOFR (Index Determination), €STR
(Non-Index Determination) or €STR (Index Determination)

272



In respect of Floating Rate Notes other than Floating Rate Notes where the Reference
Rate specified in the applicable Pricing Supplement is SONIA, (Non-Index
Determination), SONIA (Index Determination), SOFR (Non-Index Determination),
SOFR (Index Determination), €STR (Non-Index Determination) or €STR (Index
Determination):
(x) if Screen Rate Determination is specified in the applicable 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 (subject to Condition 4(o) (Benchmark
Replacement) and Condition 4(p) (Effect of Benchmark Transition Event)) (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:
(A) the Issuer will appoint a Reference Banks Agent and the Reference Banks
Agent will, at the request of the Issuer, request the principal Relevant
Financial Centre office of each of the Reference Banks (or such of them,
being at least two, as are so quoting) 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 will provide such responses to the Calculation Agent; and
(B) the Calculation Agent will determine the arithmetic mean of such
quotations.
(z) if paragraph (y) above applies and the Reference Banks Agent advises the
Calculation Agent 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 Reference Banks 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 Reference Banks 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 Reference Banks Agent advises the Calculation Agent
that fewer than two of such banks are so quoting to such leading banks in Europe),
the Principal Financial Centre, in either case, as provided by the Reference Banks
Agent to the Calculation Agent; provided, however, that if fewer than two of such
banks are so quoting to such leading banks or the Reference Banks Agent or the
Calculation Agent (as the case may be) is unable to determine a rate or (as the

273



case may be) the Calculation Agent is unable to determine 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) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified
in the applicable Pricing Supplement is SONIA (Non-Index Determination):
Where the Reference Rate is specified in the applicable Pricing Supplement as being
"SONIA (Non-Index Determination)", the Rate of Interest for each Interest Period will,
as provided below, be Compounded Daily SONIA as calculated by the Calculation Agent
(or the person specified in the applicable Pricing Supplement as the party responsible for
calculating the Rate of Interest).
"Compounded Daily SONIA" means, in relation to any Interest Period, the rate of return
of a daily compound interest investment (with the daily Sterling Overnight Index
Average (SONIA) as the reference rate for the calculation of interest) and will be
calculated by the Calculation Agent (or the person specified in the applicable Pricing
Supplement as the party responsible for calculating the Rate of Interest) on the Interest
Determination Date, as follows, and the resulting percentage will be rounded if necessary
to the fifth decimal place, with 0.000005 being rounded upwards:
[∏(1+
푆푂푁퐼퐴
푖−푝퐿퐵퐷
×푛
푖
365
)−1
푑
표
푖=1
]×
365
푑

where:
"d" is the number of calendar days in the relevant Interest Accrual Period;
"d
O
" is the number of London Banking Days in the relevant Interest Accrual Period;
"i" for any Interest Accrual Period is a series of whole numbers from one to d
O
, each
representing the relevant London Banking Day in chronological order from, and
including, the first London Banking Day in such Interest Accrual Period;
"London Banking Day" or "LBD" means any day on which commercial banks are open
for general business (including dealing in foreign exchange and foreign currency
deposits) in London;
"n
i
", for any day "i", means the number of calendar days from and including such day "i"
up to but excluding the following London Banking Day;
"Observation Look-Back Period" is as specified in the applicable Pricing Supplement
which shall, unless otherwise agreed with the Calculation Agent (or such other person
specified in the applicable Pricing Supplement as the party responsible for calculating
the Rate of Interest), be no less than five London Banking Days;
"Observation Period" means the period from and including the date falling "p" London
Banking Days prior to the first day of the relevant Interest Accrual Period (and the first
Interest Accrual Period shall begin on and include the Interest Commencement Date) and
ending on, but excluding, the date falling "p" London Banking Days prior to the Interest
Payment Date for such Interest Accrual Period (or the date falling "p" London Banking
Days prior to such earlier date, if any, on which the Notes become due and payable);
"p", for any Interest Accrual Period, the number of London Banking Days included in
the Observation Look-Back Period, as specified in the applicable Pricing Supplement,
which shall, unless otherwise agreed with the Calculation Agent (or such other person

274



specified in the applicable Pricing Supplement as the party responsible for calculating
the Rate of Interest), be no less than five London Banking Days;
the "SONIA reference rate", in respect of any London Banking Day, is a reference rate
equal to the daily Sterling Overnight Index Average ("SONIA") rate for such London
Banking Day as provided by the administrator of SONIA to authorised distributors and
as then published on the Relevant Screen Page or, if the Relevant Screen Page is
unavailable, as otherwise published by such authorised distributors (on the London
Banking Day immediately following such London Banking Day); and
"SONIAi-pLBD " means, in respect of any London Banking Day falling in the relevant
Observation Period, the SONIA reference rate for the London Banking Day falling "p"
London Banking Days prior to the relevant London Banking Day "i".
If, in respect of any London Banking Day in the relevant Observation Period, the
Calculation Agent (or the person specified in the applicable Pricing Supplement as the
party responsible for calculating the Rate of Interest) determines that the SONIA
reference rate is not available on the Relevant Screen Page or has not otherwise been
published by the relevant authorised distributors, then (unless the Calculation Agent or
such other person specified in the applicable Pricing Supplement as the party responsible
for determining the Rate of Interest) has been notified of any successor or alternative rate
(together with any relevant methodology or adjustment factor) pursuant to Condition 4(o)
(Benchmark Replacement), such SONIA reference rate shall be: (i) the Bank of England's
Bank Rate (the "Bank Rate") prevailing at close of business on the relevant London
Banking Day; plus (ii) the mean of the spread of the SONIA reference rate to the Bank
Rate over the previous five days on which a SONIA reference rate has been published,
excluding the highest spread (or, if there is more than one highest spread, one only of
those highest spreads) and lowest spread (or, if there is more than one lowest spread, one
only of those lowest spreads) to the Bank Rate.
In the event that the Rate of Interest cannot be determined in accordance with the
foregoing provisions, the Rate of Interest shall be (i) that determined as at the last
preceding Interest Determination Date (though substituting, where a different Margin or
Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant
Interest Accrual Period from that which applied to the last preceding Interest Accrual
Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to
the relevant Interest Accrual Period, in place of the Margin or Maximum Rate of Interest
or Minimum Rate of Interest relating to that last preceding Interest Accrual Period) or
(ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest
which would have been applicable to such Series of Notes for the first Interest Accrual
Period had the Notes been in issue for a period equal in duration to the scheduled first
Interest Accrual Period but ending on (and excluding) the Interest Commencement Date
(but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest
applicable to the first Interest Period).
If the relevant Series of Notes become due and payable in accordance with Condition 9,
the final Interest Determination Date shall, notwithstanding any Interest Determination
Date specified in the applicable Pricing Supplement, be deemed to be the date on which
such Notes became due and payable and the Rate of Interest on such Notes shall, for so
long as any such Note remains outstanding, be that determined on such date.
(D) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified
in the applicable Pricing Supplement is SONIA (Index Determination):
Where the Reference Rate is specified in the applicable Pricing Supplement as being
"SONIA (Index Determination)", the Rate of Interest for each Interest Period will,
subject as provided below, be the Compounded Daily SONIA, as determined by the
Calculation Agent (or the person specified in the applicable Pricing Supplement as the
party responsible for calculating the Rate of Interest) on the Interest Determination Date.
For the purposes of this Condition:

275



"Compounded Daily SONIA" means, with respect to an Interest Period, the rate of
return of a daily compound interest investment (with the daily Sterling Overnight Index
Average (SONIA) as the reference rate for the calculation of interest) by reference to the
SONIA Compounded Index, which will be calculated by the Calculation Agent, as at the
relevant Interest Determination Date as follows, and the resulting percentage will be
rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards:


where:
"Business Day" or "BD" means a London Banking Day;
"d" means the number of calendar days from (and including) the day in relation
to which SONIA Compounded Index
Start
is determined to (but excluding) the day
in relation to which SONIA Compounded Index
End
is determined;
"London Banking Day" means any day on which commercial banks are open for
general business (including dealing in foreign exchange and foreign currency
deposits) in London;
"Relevant Number" means the number specified as such in the applicable Pricing
Supplement, which, unless otherwise agreed with the Calculation Agent or such
other party specified in the applicable Pricing Supplement as the party responsible
for calculating the Rate of Interest and Interest Amount, shall not be less than five
(or, if no such number is specified, five);
"SONIA Compounded Index" means the screen rate or index for compounded
daily SONIA rates administered by the administrator of the SONIA reference rate
that is published or displayed by such administrator or other information service
from time to time on the relevant Interest Determination Date, as further specified
in the applicable Pricing Supplement;
"SONIA Compounded Index
Start
" means, with respect to an Interest Period, the
SONIA Compounded Index determined in relation to the day falling the Relevant
Number of Business Days prior to the first day of such Interest Period; and
"SONIA Compounded Index
End
" means, with respect to an Interest Period, the
SONIA Compounded Index determined in relation to the day falling the Relevant
Number of Business Days prior to (A) the Interest Payment Date for such Interest
Period, or (B) such other date on which the relevant payment of interest falls due
(but which by its definition or the operation of the relevant provisions is excluded
from such Interest Period).
If the relevant SONIA Compounded Index is not published or displayed by the
administrator of the SONIA reference rate or other information service by 5.00
p.m. (London time) (or, if later, by the time falling one hour after the customary
or scheduled time for publication thereof in accordance with the then-prevailing
operational procedures of the administrator of the Reference Rate or of such other
information service, as the case may be) on the relevant Interest Determination
Date, the Rate of Interest shall be calculated for the Interest Period for which the
SONIA Compounded Index is not available as if "SONIA (Non-Index
Determination)" were specified as applicable in the Pricing Supplement and for
these purposes the "Observation Look-Back Period" shall be deemed to be equal
to the Relevant Number of Business Days, as if that alternative election had been
made in the applicable Pricing Supplement. For the avoidance of doubt, if a
Benchmark Disruption Event has occurred in respect of the relevant SONIA

276



Compounded Index, the provisions of Condition 4(o) (Benchmark Replacement)
shall apply.
(E) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified
in the applicable Pricing Supplement is SOFR (Non-Index Determination):
Where the Reference Rate is specified in the applicable Pricing Supplement as
being "SOFR (Non-Index Determination)", the Rate of Interest for each Interest
Period will, except as provided below, be the Compounded Daily SOFR
(expressed as a percentage rate per annum), as determined by the Calculation
Agent (or the person specified in the applicable Pricing Supplement as the party
responsible for calculating the Rate of Interest) on the Interest Determination
Date.
For the purposes of this Condition:
"Compounded Daily SOFR" means, in relation to any Interest Period, the rate
of return of a daily compound interest investment (with the Secured Overnight
Financing Rate (SOFR) as the reference rate for the calculation of interest) as
calculated by the Calculation Agent (or the person specified in the applicable
Pricing Supplement as the party responsible for calculating the Rate of Interest)
on the relevant Interest Determination Date in accordance with the following
formula (and the resulting percentage will be rounded, if necessary, to the nearest
one hundred-thousandth of a percentage point, with 0.000005 being rounded
upwards):

where:
"d" is the number of calendar days in:
(i) where "Lookback" or "Suspension Period" is specified as
the Observation Method in the applicable Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation
Method in the applicable Pricing Supplement, the relevant
Observation Period;
"d
O
" is the number of U.S. Government Securities Business Days in:
(i) where "Lookback" or "Suspension Period" is specified as
the Observation Method in the applicable Pricing
Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation
Method in the applicable Pricing Supplement, the relevant
Observation Period;
"i" is a series of whole numbers from one to d
O
, each representing the relevant U.S.
Government Securities Business Day in chronological order from (and including) the
first U.S. Government Securities Business Day in:
(i) where "Lookback" or "Suspension Period" is specified as
the Observation Method in the applicable Pricing
Supplement, the relevant Interest Period; or

277



(ii) where "Observation Shift" is specified as the Observation
Method in the applicable Pricing Supplement, the relevant
Observation Period;
"ni" means for any U.S. Government Securities Business Day "i", the number of calendar
days from (and including) such U.S. Government Securities Business Day "i" up to (but
excluding) the following U.S. Government Securities Business Day;"
Observation Period" means, in respect of an Interest Period, the period from (and
including) the U.S. Government Securities Business Day that precedes the first day of
the Interest Period by the Relevant Number of U.S. Government Securities Business
Days to (but excluding) the U.S. Government Securities Business Day that precedes the
Interest Payment Date for such Interest Period by the Relevant Number of U.S.
Government Securities Business Days;
"SOFR
i
" means:
(i) where "Lookback" or "Suspension Period" is specified as the Observation Method
in the applicable Pricing Supplement, for any U.S. Government Securities
Business Day "i",
(A) if such U.S. Government Securities Business Day is a SOFR
Reset Date, SOFR (as defined below) for the U.S. Government
Securities Business Day that precedes the SOFR Reset Date by the
Relevant Number of U.S. Government Securities Business Days;
and
(B) if such U.S. Government Securities Business Day is not a SOFR
Reset Date (being a U.S. Government Securities Business Day
falling in the Suspension Period), SOFR for the U.S. Government
Securities Business Day that precedes the first day of the Suspension
Period (the "Suspension Period SOFRi") by the Relevant Number of
U.S. Government Securities Business Days. For the avoidance of
doubt, the Suspension Period SOFRi shall apply to each day falling
in the relevant Suspension Period; or

(ii) where "Observation Shift" is specified as the Observation Method in the
applicable Pricing Supplement, for any U.S. Government Securities Business Day
"i", is equal to SOFR in respect of such U.S. Government Securities Business Day
"i".
"Relevant Number" means the number specified as such in the applicable Pricing
Supplement, which, unless otherwise agreed with the Calculation Agent or such other
party specified in the applicable Pricing Supplement as the party responsible for
calculating the Rate of Interest and Interest Amount, shall not be less than five (or, if no
such number is specified, five); provided that, for the purposes of clause (i)(B) of the
definition of "SOFRi" above, the Relevant Number may be less than five, so long as the
sum of the Relevant Number and the number of U.S. Government Securities Business
Days in the Suspension Determination Period is not be less than five (unless otherwise
agreed by the Calculation Agent or such other party specified in the applicable Pricing
Supplement as the party responsible for calculating the Rate of Interest and Interest
Amount).
"SOFR" means:
(i) in relation to any U.S. Government Securities Business Day (the "SOFR
Determination Date"), the daily secured overnight financing rate as published
by the SOFR Administrator at or around 3:00 p.m. (New York City time) on the
SOFR Administrator's Website on the next succeeding U.S. Government

278



Securities Business Day for trades made on such SOFR Determination Date (the
"SOFR Determination Time");
(ii) if the rate specified in (i) above is not so published, and a Benchmark Transition
Event and its related Benchmark Replacement Date have not both occurred (all
as notified to the Calculation Agent by the Issuer), the daily secured overnight
financing rate in respect of the last U.S. Government Securities Business Day for
which such rate was published on the SOFR Administrator's Website; or
(iii) if the rate specified in (i) above is not so published, and a Benchmark Transition
Event and its related Benchmark Replacement Date have both occurred (all as
notified to the Calculation Agent by the Issuer), the rate determined in accordance
with Condition 4(p) (Effect of Benchmark Transition Event).
"SOFR Reset Date" means, in relation to any Interest Period, each U.S. Government
Securities Business Day during such Interest Period, other than any U.S. Government
Securities Business Day falling in the Suspension Period corresponding with such
Interest Period.
"Suspension Determination Period" means, if Suspension Determination Period is
specified as applicable in the relevant Pricing Supplement, the number of U.S.
Government Securities Business Days as are specified as such in the applicable Pricing
Supplement.
"Suspension Period" means, in relation to any Interest Period, the period from (and
including) the U.S. Government Securities Business Day which falls on a date equal to
the number of U.S. Government Securities Business Days in the Suspension
Determination Period prior to the end of such Interest Period to (but excluding) the
Interest Payment Date of such Interest Period.
"U.S. Government Securities Business Day" means any calendar day except for a
Saturday, Sunday or a calendar day on which the Securities Industry and Financial
Markets Association recommends that the fixed income departments of its members be
closed for the entire calendar day for purposes of trading in U.S. government securities.
(F) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified
in the applicable Pricing Supplement is SOFR (Index Determination):
Where the Reference Rate is specified in the applicable Pricing Supplement as
being SOFR (Index Determination), the Rate of Interest for each Interest Period
will, subject as provided below, be the Compounded SOFR Index, as determined
by the Calculation Agent (or the person specified in the applicable Pricing
Supplement as the party responsible for calculating the Rate of Interest) on the
Interest Determination Date.
As used in this Condition:
"Compounded SOFR Index" means, with respect to an Interest Period, the rate
of return of a daily compound interest investment (with SOFR (Index
Determination) as the reference rate for the calculation of interest as specified in
the applicable Pricing Supplement), which will be calculated by the Calculation
Agent, as at the relevant Interest Determination Date as follows, (and the resulting
percentage will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point e.g., 9.876541 per cent. (or .09876541) being rounded down
to 9.87654 per cent. (or .0987654) and 9.876545 per cent. (or .09876545) being
rounded up to 9.87655 per cent. (or .0987655)):
(
푆푂퐹푅 퐼푛푑푒푥
퐸푛푑
푆푂퐹푇 퐼푛푑푒푥
푆푡푎푟푡
−1)× (
360
푑
푐
)
where:

279



"dc" means the number of calendar days from (and including) the day on which
SOFR Index
Start
is observed to (but excluding) the day on which SOFR Index
End

is observed;
"SOFR Index" means, with respect to any U.S. Government Securities Business
Day:
(1) the SOFR Index value as published by the SOFR Administrator as such
index appears on the SOFR Administrator's Website at 3:00 p.m. (New York
time) on such US Government Securities Business Day (the SOFR
Determination Time); provided that;
(2) if a SOFR Index value does not so appear as specified in (1) above at the
SOFR Determination Time,
(i) if a Benchmark Transition Event and its related Benchmark
Replacement Date have not occurred with respect to SOFR, then
SOFR (Index Determination) shall be the rate determined pursuant to
"SOFR Index Unavailable"; or
(ii) if a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred with respect to SOFR, then SOFR
(Index Determination) shall be the rate determined pursuant to the
provisions set forth in Condition 4(p) (Effect of Benchmark
Transition Event).
"SOFR Index
Start
" means, with respect to an Interest Period, the SOFR Index
value for the day falling the Relevant Number of U.S. Government Securities
Business Days prior to the first day of such Interest Period;
"SOFR Index
End
" means, with respect to an Interest Period, the SOFR Index
value for the day falling the Relevant Number of U.S. Government Securities
Business Days prior to the Interest Payment Date for such Interest Period;
"Relevant Number" means the number specified as such in the applicable Pricing
Supplement, which, unless otherwise agreed with the Calculation Agent, shall not
be less than five, (or, if no such number is specified, five); and
"US Government Securities Business Day" means any day except for a
Saturday, Sunday or a day on which the Securities Industry and Financial Markets
Association recommends that the fixed income departments of its members be
closed for the entire day for purposes of trading in U.S. government securities.
SOFR Index Unavailable: if a SOFR Index
Start
or SOFR Index
End
is not published
on the associated Interest Determination Date and a Benchmark Transition Event
and its related Benchmark Replacement Date have not occurred with respect to
SOFR, "Compounded SOFR Index" means, for the applicable Interest Period for
which such index is not available, the rate of return on a daily compounded
interest investment calculated in accordance with the formula for SOFR
Averages, and definitions required for such formula, initially published on the
SOFR Administrator's Website at
https://www.newyorkfed.org/markets/treasury-
repo-reference-rates-information (or any successor source). For the purposes of
this provision, references in the SOFR Averages compounding formula and
related definitions to "calculation period" shall be replaced with "Observation
Period" and the words "that is, 30-, 90-, or 180- calendar days" shall be removed.
If the daily SOFR (SOFRi) does not so appear for any day, "i" in the Observation
Period, SOFRi for such day "i" shall be SOFR published in respect of the first
preceding U.S. Government Securities Business Day for which SOFR was
published on the SOFR Administrator's Website. For the avoidance of doubt, if a
Benchmark Transition Event has occurred in respect of SOFR, the provisions of
Condition 4(p) (Effect of Benchmark Transition Event) shall apply.

280



(G) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified
in the applicable Pricing Supplement is €STR (Non-Index Determination)
Where the Reference Rate is specified in the applicable Pricing Supplement as being
€STR (Non-Index Determination) the Rate of Interest for each Interest Period will,
subject as provided below, be Compounded Daily €STR as determined by the
Calculation Agent (or the person specified in the applicable Pricing Supplement as the
party responsible for calculating the Rate of Interest) on the Interest Determination Date.
For the purposes of this Condition:
"Compounded Daily €STR" means, in relation to an Interest Period, the rate of return
of a daily compound interest investment (with the daily euro short-term rate as the
reference rate for the calculation of interest) and will be calculated by the Calculation
Agent or (or the person specified in the applicable Pricing Supplement as the party
responsible for calculating the Rate of Interest) on the Interest Determination Date in
accordance with the following formula, and the resulting percentage will be rounded, if
necessary, to the fifth decimal place, with 0.000005 being rounded upwards:
[∏(1+
퐷푎푖푙푦 €푆푇푅×푛
푖
360
)−1
푑
표
푖=1
]×
360
푑

Where:
"Designated Source" means, the €STR Administrator's Website (or any successor
source being such other screen page, display page or other information service of a
distributor or other information service provider that is authorised by the €STR
Administrator to publish or otherwise make available €STR);
"€STR Administrator" means the European Central Bank or any successor
administrator of €STR;
"€STR Administrator's Website" means the website of the €STR Administrator
currently at https://www.ecb.europa.eu/home/html/index.en.html, or any successor
website of the €STR Administrator or the website of any successor €STR Administrator;
"€STR Observation Period" means, in respect of an Interest Period, the period from
(and including) the date falling "p" TARGET Business Days prior to the first day of such
Interest Period (and the first Interest Period shall begin on (and include) the Interest
Commencement Date) to (but excluding) the date falling "p" TARGET Business Days
prior to (A) the Interest Payment Date for such Interest Period (and the last Interest Period
shall end on (but exclude) the Maturity Date) or (B) such earlier date, if any, on which
the Notes become due and payable;
"€STR reference rate" means, in respect of any TARGET Business Day "x", a reference
rate equal to the daily euro short-term rate ("€STR") provided by the €STR
Administrator and published, displayed or made available on the Designated Source on
the TARGET Business Day immediately following such TARGET Business Day "x" (in
each case at the time specified by, or determined in accordance with, the applicable
methodology, policies or guidelines, of the €STR Administrator);
"€STRi" means in respect of any TARGET Business Day "i" falling in the relevant €STR
Observation Period, the €STR reference rate for such TARGET Business Day "i";
"€STRi-pTBD" means, in respect of any TARGET Business Day "i" falling in the relevant
Interest Period, the €STR reference rate for the TARGET Business Day falling "p"
TARGET Business Days prior to the relevant TARGET Business Day "i";
"d" means the number of calendar days in:

281



(i) where "Lookback" is specified as the Observation Method in the applicable
Pricing Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the
applicable Pricing Supplement, the relevant €STR Observation Period;
"Daily €STR" means:
(i) where "Lookback" is specified as the Observation Method in the applicable
Pricing Supplement, €STRi-pTBD; or
(ii) where "Observation Shift" is specified as the Observation Method in the
applicable Pricing Supplement, €STRi;
"do" means the number of TARGET Business Days in:
(i)
where "Lookback" is specified as the Observation Method in the applicable
Pricing Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the
applicable Pricing Supplement, the relevant €STR Observation Period;
"i" means a series of whole numbers from one to do, each representing the relevant
TARGET Business Day in chronological order from (and including) the first TARGET
Business Day in:
(i) where "Lookback" is specified as the Observation Method in the applicable
Pricing Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the
applicable Pricing Supplement, the relevant €STR Observation Period;
"ni" means, for any TARGET Business Day "i", the number of calendar days from (and
including) such TARGET Business Day "i" up to (but excluding) the following TARGET
Business Day;
"p" means the number of TARGET Business Days included in:
(i) where "Lookback" is specified as the Observation Method in the applicable
Pricing Supplement, the Observation Look-back Period specified in the
applicable Pricing Supplement; or
(ii) where "Observation Shift" is specified as the Observation Method in the
applicable Pricing Supplement, the Observation Shift Period specified in the
applicable Pricing Supplement; and
"TARGET Business Day" means any day on which the TARGET2 System (as defined
in Condition 4(r)) is open.
Fallbacks
(i) Subject to sub-paragraph (iv) below, where this Condition 4(b)(iii)(G) (€STR
(Non-Index Determination)) applies, if, in respect of any TARGET Business
Day in the relevant €STR Observation Period or the relevant Interest Period, as
applicable, the Calculation Agent (or the person specified in the applicable
Pricing Supplement as the party responsible for calculating the Rate of Interest)
determines that the €STR reference rate is not published, displayed or made
available on the Designated Source, such €STR reference rate shall be the €STR
reference rate for the first preceding TARGET Business Day in respect of

282



which an €STR reference rate was published, displayed or made available on
the Designated Source, as determined by the Calculation Agent (or the person
specified in the applicable Pricing Supplement as the party responsible for
calculating the Rate of Interest).
(ii) Notwithstanding sub-paragraph (i) above and subject to sub-paragraph (iv)
below, in the event the €STR Administrator publishes guidance as to (i) how
the €STR reference rate is to be determined; or (ii) any rate that is to replace
the €STR reference rate, the Calculation Agent (or the person specified in the
applicable Pricing Supplement as the party responsible for calculating the Rate
of Interest) shall, subject to receiving written instructions from the Issuer and
to the extent that it is reasonably practicable, follow such guidance in order to
determine Daily €STR for the purpose of the Notes for so long as the €STR
reference rate is not available or has not been published on the Designated
Source.
(iii) In the event that the Rate of Interest cannot be determined in accordance with
the foregoing provisions by the Calculation Agent (or the person specified in
the applicable Pricing Supplement as the party responsible for calculating the
Rate of Interest) and subject to sub-paragraph (iv) below, the Rate of Interest
shall be (i) that determined as at the last preceding Interest Determination Date
(though substituting, where a different Margin or Maximum Rate of Interest or
Minimum Rate of Interest is to be applied to the relevant Interest Period from
that which applied to the last preceding Interest Period, the Margin or
Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant
Interest Period in place of the Margin or Maximum Rate of Interest or
Minimum Rate of Interest relating to that last preceding Interest Period); or (ii)
if there is no such preceding Interest Determination Date, the initial Rate of
Interest which would have been applicable to such series of Notes for the first
Interest Period had the Notes been in issue for a period equal in duration to the
scheduled first Interest Period but ending on (and excluding) the Interest
Commencement Date (but applying the Margin and any Maximum Rate of
Interest or Minimum Rate of Interest applicable to the first Interest Period).
(iv) For the avoidance of doubt, if a Benchmark Disruption Event has occurred in
respect of the relevant €STR reference rate, the provisions of Condition 4(o)
(Benchmark Replacement) shall apply.
General
If any Notes in respect of which €STR (Non-Index Determination) is specified as the
Reference Rate in the applicable Pricing Supplement become due and payable in
accordance with Condition 9 (Events of Default), the final Interest Determination Date
shall, notwithstanding any Interest Determination Date specified in the applicable Pricing
Supplement, be deemed to be the date on which such Notes became due and payable and
the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding,
be that determined on such date.
(H) Screen Rate Determination for Floating Rate Notes where the Reference Rate
specified in the applicable Pricing Supplement is €STR (Index Determination)
Where the Reference Rate is specified in the applicable Pricing Supplement as being
€STR (Index Determination) the Rate of Interest for each Interest Period will, subject as
provided below, be the Compounded Daily €STR Rate as determined by the Calculation
Agent (or the person specified in the applicable Pricing Supplement as the party
responsible for calculating the Rate of Interest) on the Interest Determination Date.

283



For the purposes of this Condition:
"Compounded Daily €STR Rate" means, in relation to an Interest Period, the rate of
return of a daily compound interest investment (with the daily euro short-term rate
("€STR") as the reference rate for the calculation of interest) and will be calculated by
the Calculation Agent (or the person specified in the applicable Pricing Supplement as
the party responsible for calculating the Rate of Interest) on the Interest Determination
Date in accordance with the following formula, and the resulting percentage will be
rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards:
(
€푆푇푅 퐼푛푑푒푥
퐸푛푑
€푆푇푅 퐼푛푑푒푥
푆푡푎푟푡
−1)×
360
푑

where:
"Designated Source" means, the €STR Administrator's Website (or any successor
source being such other screen page, display page or other information service of a
distributor or other information service provider that is authorised by the €STR
Administrator to publish or otherwise make available the €STR Index):
"€STR Administrator" has the meaning set out in Condition 4(b)(iii)(G) above;
"€STR Index" means, with respect to any TARGET Business Day, the screen rate or
index for compounded daily €STR rates provided by the €STR Administrator that is
published, displayed or made available on the Designated Source on the relevant Interest
Determination Date;
"€STR IndexStart" means, with respect to an Interest Period, the €STR Index determined
in relation to the day falling "p" TARGET Business Days prior to the first day of such
Interest Period;
"€STR IndexEnd" means with respect to an Interest Period, the €STR Index determined
in relation to the day falling "p" TARGET Business Days prior (A) to the Interest
Payment Date for such Interest Period; or (B) such earlier date, if any, on which the Notes
become due and payable;
"d" means the number of calendar days from (and including) the day in relation to which
€STR IndexStart is determined to (but excluding) the day in relation to which €STR
IndexEnd is determined;
"p" is the number of TARGET Business Days included in the Observation Look-back
Period specified in the applicable Pricing Supplement; and
"TARGET Business Day" means any day on which the TARGET2 System (as defined
in Condition 4(p)) is open.
If the relevant €STR Index is not published, displayed or made available on the
Designated Source by 5.00 p.m. (Central European Time) (or, if later, by the time falling
one hour after the customary or scheduled time for publication thereof in accordance
with the then prevailing operational procedures of the €STR Administrator of €STR or
such other information service provider, as the case may be) on the relevant Interest
Determination Date, the Compounded Daily €STR Rate for the applicable Interest Period
for which the €STR Index is not available shall be "Compounded Daily €STR"
determined in accordance with Condition 4(b)(iii)(G) (€STR (Non-Index
Determination)), and for these purposes: (i) the "Observation Method" shall be deemed
to be "Observation Shift" and (ii) the "Observation Look-Back Period" shall be deemed
to be equal to "p" TARGET Business Days, as if those alternative elections had been
made in the applicable Pricing Supplement.
If any Notes in respect of which €STR (Index Determination) is specified as the
Reference Rate in the applicable Pricing Supplement become due and payable in
accordance with Condition 9 (Events of Default), the final Interest Determination Date

284



shall, notwithstanding any Interest Determination Date specified in the applicable Pricing
Supplement, be deemed to be the date on which such Notes became due and payable and
the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding,
be that determined on such date.
For the avoidance of doubt, if a Benchmark Disruption Event has occurred in respect of
the relevant €STR Reference Rate, the provisions of Condition 4(o) (Benchmark
Replacement) shall apply.
(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,
subject to Condition 4(o) (Benchmark Replacement), 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"(or any designation that replaces that designation) on the Refinitiv "BBSW" Page (or any
successor or replacement page) ("BBSW Refinitiv Page") at or about the Relevant Time on the
relevant Interest Determination Date in respect of such Interest Accrual Period;
(ii) if, by the time that falls 15 minutes after the Relevant Time ("Cut-Off Time"), on any Interest
Determination Date, such rate does not appear on the BBSW Refinitiv 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 the Cut-Off Time on the Interest
Determination Date for prime bank eligible securities having a tenor approximately
equal to the relevant Interest Accrual Period ("Comparable Rates"); and
(B) if Comparable Rates are not otherwise available, the rates otherwise bid and offered at
or around the Cut-Off 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 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
(subject to Condition 4(o) (Benchmark Replacement)) 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 Benchmark Facility ("NZFBF")
(or any other person which takes over the administration of that rate) as set forth on the display
page designated on the Bloomberg BKBM page 'GDCO 2805 1' (or any successor page) ("BKBM
Page"), or such other information service as may replace the BKBM 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;

285



(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
Page, the Rate of Interest means the equivalent rate provided by NZFBF (or any person that takes
over the administration of that rate) (rounded if necessary to the nearest fifth decimal place, with
0.000005 being rounded upwards) 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
in question; 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 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 swap rate for swap transactions in the CMS Currency with the Specified
Maturity, expressed as a percentage, determined by the Calculation Agent by reference to the rate which
appears on the CMS Screen Page as of the CMS Reference Time on the applicable Interest Determination
Date (the "Relevant Swap Rate").
If the relevant rate does not appear on the CMS Screen Page at the CMS Reference Time, the CMS Rate
will (subject to Condition 4(o) (Benchmark Replacement) and Condition 4(p) (Effect of Benchmark
Transition Event)) be determined in accordance with the following procedures:
(i) the Issuer will appoint a Reference Banks Agent and the Calculation Agent will determine the
CMS Rate on the basis of the arithmetic mean of the Mid-Market Quotations notified to it by the
Reference Banks Agent and which have been provided to the Reference Banks Agent by the CMS
Reference Banks at approximately the CMS Reference Time on the Interest Determination Date
in respect of such Interest Period by the Reference Banks Agent (at the request of the Issuer)
requesting the principal Relevant Financial Centre office of each of the CMS Reference Banks to
provide Mid-Market Quotations. If at least five Mid-Market Quotations are provided, the
Reference Banks Agent shall provide these to the Calculation Agent who will determine the
arithmetic mean of Mid-Market Quotations so provided by discarding the highest of such Mid-
Market Quotations (or in event of equality, one of the highest) and lowest of such Mid-Market
Quotations (or in event of equality, one of the lowest). If four Mid-Market Quotations are
provided, the Reference Banks Agent shall provide these to the Calculation Agent who will
determine the arithmetic mean of such Mid-Market Quotations provided. All calculations of the
arithmetic mean of the relevant number of Mid-Market Quotations provided pursuant to this
paragraph will be rounded to the nearest one thousandth of a percentage point, with 0.0005 being
rounded upwards; and
(ii) If less than four Mid-Market Quotations are provided, the CMS Rate for that Interest
Determination Date will be the same as the rate used for the prior Interest Reset Period.
In this Condition:
"CMS Currency" means either EUR, GBP or USD as specified in the applicable Pricing Supplement.
"CMS Reference Banks" means five leading swap dealers in the interbank market in the Relevant
Financial Centre of the Specified Currency selected by the Reference Banks Agent.
"CMS Reference Time" means: (i) if the CMS Currency is GBP, 11:00 a.m. London time; (ii) if the
CMS Currency is USD, 11:00 a.m. New York time; or (iii) if the CMS Currency is EUR, 11:00 a.m.
Brussels time.

286



"CMS Screen Page" means the screen page specified as such in the applicable Pricing Supplement, or
any successor page as determined by the Calculation Agent.
"Fixed Leg Day Count Basis" means the Day Count Fraction specified as such in the applicable Pricing
Supplement.
"Floating Leg Day Count Basis" means the Day Count Fraction specified as such in the applicable
Pricing Supplement.
"Floating Leg Rate Option" means the Floating Rate Option (as defined in the ISDA Definitions)
specified as such in the applicable Pricing Supplement.
"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and
Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time,
or any successor definitional booklet for interest rate derivatives published from time to time, including
the 2021 ISDA Interest Rate Derivatives Definitions (as amended or supplemented from time to time).
"Mid-Market Quotations" means, in relation to the determination of any CMS Rate, the bid and offered
rates for the Specified Fixed Leg, calculated on the Fixed Leg Day Count Basis, of a fixed-for-floating
CMS Currency interest rate swap transaction with a term equal to the Specified Maturity commencing
on the first day of the relevant Interest Period or on any relevant day and for an amount that is
representative of transactions in the relevant market at the relevant time with an acknowledged dealer of
good credit in the swap market, where the floating leg, in each case calculated on the Floating Leg Day
Count Basis, is equivalent to floating leg Floating Rate Option (as defined in the ISDA Definitions) with
a designated maturity determined by the Reference Banks Agent (and notified to the Calculation Agent)
by reference to standard market practice and/or the ISDA Definitions.
"Relevant Financial Centre" means, (i) if the CMS Currency is GBP, London; (ii) if the CMS Currency
is USD, New York; and (iii) if the CMS Currency is EUR, any financial centre(s) in which the TARGET2
System is operating.
"Specified Fixed Leg" means any of the following as specified in the applicable Pricing Supplement: (a)
the annual fixed leg; (b) the semi-annual fixed leg; or (c) the quarterly fixed leg.
(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;
(C) where the Reference Rate specified in the applicable Pricing Supplement is SONIA
(Non-Index Determination), the rate as determined in accordance with Condition
4(b)(iii)(C); or
(D) where the Reference Rate specified in the applicable Pricing Supplement is SONIA
(Index Determination), the rate as determined in accordance with Condition 4(b)(iii)(D);
or

287



(E) where the Reference Rate specified in the applicable Pricing Supplement is SOFR (Non-
Index Determination), the rate as determined in accordance with Condition 4(b)(iii)(E);
(F) where the Reference Rate specified in the applicable Pricing Supplement is SOFR (Index
Determination), the rate as determined in accordance with Condition 4(b)(iii)(F);
(G) where the Reference Rate specified in the applicable Pricing Supplement is €STR (Non-
Index Determination), the rate as determined in accordance with Condition 4(b)(iii)(G);
or
(H) where the Reference Rate specified in the applicable Pricing Supplement is €STR (Index
Determination), the rate as determined in accordance with Condition 4(b)(iii)(H).
A Subordinated Note cannot be an Inverse Floating Rate Note.
(ii) if sub-paragraph (i)(A) applies and (subject to Condition 4(o) (Benchmark Replacement)) 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 (i)(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 Issuer shall appoint a
Reference Banks Agent and the Rate of Interest shall be determined by the Calculation Agent as
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 quoted to the Reference Banks Agent,
at the Reference Banks Agent's request, and advised by the Reference Banks Agent to the
Calculation Agent; and
(iii) if paragraph (ii) above applies and the Reference Banks Agent advises the Calculation Agent 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 Reference Banks 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
Reference Banks 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 Reference Banks Agent
advises the Calculation Agent that fewer than two of such banks are so quoting to such leading
banks in Europe) the Principal Financial Centre, in either case, as provided by the Reference
Banks Agent to the Calculation Agent; 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) Rate of Interest on Range Accrual Notes
Each Range Accrual Note will bear interest on its outstanding Principal Amount in accordance
with the provisions set out in Condition 4(b)(i) above and shall be subject to Condition 4(b)(ii).
The Rate of Interest payable for each Interest Accrual Period will be determined by the
Calculation Agent in respect of such Interest Accrual Period in accordance with (A) or (B)
below:
(A) if Fixed Rate Range Accrual Note is specified as applicable and Protection Barrier
is specified as not applicable in the Pricing Supplement, the Rate of Interest for
each Interest Accrual Period will be the product of:
(1) the Specified Fixed Rate; and
(2) the Relevant Fraction; and

288



(B) if Floating Rate Range Accrual Note is specified as applicable and Protection Barrier is
specified as not applicable in the Pricing Supplement, the Rate of Interest for each
Interest Accrual Period will be the product of:
(1) the sum of:
(a) the Range Accrual Floating Rate; and
(b) if specified as applicable in the Pricing Supplement, the Margin for
such Interest Accrual Period (whether positive or negative); and
(2) the Relevant Fraction; and
(C) if Fixed Rate Range Accrual Note and Protection Barrier are both specified as applicable
in the Pricing Supplement then:
(1) if, in respect of any Interest Accrual Period, the Protection Barrier
Condition is satisfied, the Rate of Interest for such Interest Accrual Period
shall be the Specified Fixed Rate; and
(2) if, in respect of any Interest Accrual Period, the Protection Barrier
Condition is not satisfied, the Rate of Interest for such Interest Accrual
Period shall be the product of:
(a) the Specified Fixed Rate; and
(b) the Relevant Fraction; and
(D) if Floating Rate Range Accrual Note and Protection Barrier are both specified as
applicable in the Pricing Supplement then:
(1) if, in respect of any Interest Accrual Period, the Protection Barrier
Condition is satisfied, the Rate of Interest for such Interest Accrual Period
shall be the Range Accrual Floating Rate; and
(2) if, in respect of any Interest Accrual Period, the Protection Barrier
Condition is not satisfied, the Rate of Interest for such Interest Accrual
Period shall be the product of:
(a) the sum of:
(i) the Range Accrual Floating Rate; and
(ii) if specified as applicable in the Pricing Supplement, the
Margin for such Interest Accrual Period (whether
positive or negative); and
(b) the Relevant Fraction.
In this Condition 4(h):
"Calculation Day" means, in respect of each Interest Accrual Period, each calendar day
falling within such Interest Accrual Period.
"Cap" means the per annum rate specified in the applicable Pricing Supplement.
"Constant Maturity Swap Spread" means the First CMS Spread Reference Rate on the
day minus the Second CMS Spread Reference Rate on the day as specified to be
applicable in the Pricing Supplement,
provided that:

289



(a) subject to paragraph (b) below, if a Calculation Day is not a
business day in the Relevant Financial Centre, the rate for such day
shall be determined in respect of the immediately preceding
business day in the Relevant Financial Centre; and

(b) if a Calculation Day falls in the Cut-Off Period, the rate for that day
shall be the rate on the business day in the Relevant Financial
Centre that immediately precedes the Cut-Off Period.
"Cut-Off Period" means the number of Business Days (as specified in the applicable
Pricing Supplement) before the last day of an Interest Accrual Period.
"First CMS Spread Reference Rate" means the CMS swap rate for the relevant CMS
Currency as specified in the applicable Pricing Supplement and determined in
accordance with these Conditions.
"Floor" means the per annum rate specified in the applicable Pricing Supplement which
shall not be less than zero.
"Margin" means the margin specified in the applicable Pricing Supplement.
"Protection Barrier Condition" means, (i) if Single Range Accrual Note is specified
as applicable and Constant Maturity Swap Spread is specified as not applicable in the
relevant Pricing Supplement, then the Reference Rate; or (ii) if Single Range Accrual
Note is specified as applicable and Constant Maturity Swap Spread is specified as
applicable then the Constant Maturity Swap Spread, or (iii) if Dual Range Accrual Note
is specified as applicable in the relevant Pricing Supplement, then each Reference Rate
or the Reference Rate and a Constant Maturity Swap Spread if applicable, in each case,
as specified in the applicable Pricing Supplement is or are:
(A) in respect of the Floor,
(1) if the relevant Pricing Supplement specify that "greater than or equal to"
shall apply, then greater than or equal to the applicable Floor; or
(2) if the relevant Pricing Supplement specify that "greater than" shall apply,
then greater than the applicable Floor;
and
(B) in respect of the Cap,
(1) if the relevant Pricing Supplement specify that "less than or equal to" shall
apply, then less than or equal to the applicable Cap; or
(2) if the relevant Pricing Supplement specify that "less than" shall apply, then
less than the applicable Cap;
for a number of Calculation Days in the applicable Interest Accrual Period which is equal
to or greater than the Protection Barrier Period.
"Protection Barrier Period" means the number of Calculation Days which is equal to
the percentage specified in the applicable Pricing Supplement under "Protection Barrier
Period" of the total number of Calculation Days in the applicable Interest Accrual Period.
"Range Accrual Floating Rate" means the rate specified in the applicable Pricing
Supplement which Rate of Interest for each Interest Accrual Period shall be determined
in accordance with Condition 4(b)(iii)(B) (Screen Rate/Reference Bank Determination
for Floating Rate Notes other than Floating Rate Notes referencing SONIA (Non-Index
Determination), SONIA (Index Determination), SOFR (Non-Index Determination) or
SOFR (Index Determination)) or, where the rate specified in the applicable Pricing
Supplement is SONIA (Non-Index Determination), in accordance with Condition

290



4(b)(iii)(C) (Screen Rate Determination for Floating Rate Notes where the Reference
Rate specified in the applicable Pricing Supplement is SONIA (Non-Index
Determination)) or, where the rate specified in the applicable Pricing Supplement is
SONIA (Index Determination), in accordance with Condition 4(b)(iii)(D) (Screen Rate
Determination for Floating Rate Notes where the Reference Rate specified in the
applicable Pricing Supplement is SONIA (Index Determination)) or, where the rate
specified in the applicable Pricing Supplement is SOFR (Non-Index Determination), in
accordance with Condition 4(b)(iii)(E) (Screen Rate Determination for Floating Rate
Notes where the Reference Rate specified in the applicable Pricing Supplement is SOFR
(Non-Index Determination)) or, where the rate specified in the applicable Pricing
Supplement is SOFR (Index Determination), in accordance with Condition 4(b)(iii)(F)
(Screen Rate Determination for Floating Rate Notes where the Reference Rate specified
in the applicable Pricing Supplement is SOFR (Index Determination)) is €STR (Non-
Index Determination), in accordance with Condition 4(b)(iii)(G) (Screen Rate
Determination for Floating Rate Notes where the Reference Rate specified in the
applicable Pricing Supplement is €STR (Non-Index Determination)), or where the rate
specified in the applicable Pricing Supplement is €STR (Index Determination), in
accordance with Condition 4(b)(iii)(H) (Screen Rate Determination for Floating Rate
Notes where the Reference Rate specified in the applicable Pricing Supplement is €STR
(Index Determination)).
"Reference Rate" means, on any Calculation Day:
(A) the interest rate (excluding the Margin) for Floating Rate Notes on that day
notionally determined in accordance with Condition 4(b)(iii)(B) or, in the case of
SONIA (Non-Index Determination) in accordance with Condition 4(b)(iii)(C) or,
in the case of SONIA (Index Determination), in accordance with Condition
4(b)(iii)(D) or, in the case of SOFR (Non-Index Determination), in accordance
with Condition 4(b)(iii)(E) or, in the case of SOFR (Index Determination), in
accordance with Condition 4(b)(iii)(F) or, in the case of €STR (Non-Index
Determination), in accordance with Condition 4(b)(iii)(G) or, in the case of €STR
(Index Determination), in accordance with Condition 4(b)(iii)(H) as specified in
the applicable Pricing Supplement;
(B) the interest rate for BBSW Notes (excluding the Margin) on that day notionally
determined in accordance Condition 4(d) as specified in the applicable Pricing
Supplement;
(C) the interest rate for BKBM Notes (excluding the Margin) on that day notionally
determined in accordance with Condition 4(e) as specified in the applicable
Pricing Supplement;
(D) the CMS swap rate for the applicable CMS Currency on that day notionally
determined in accordance with Condition 4(f) as specified in the applicable
Pricing Supplement;
save that, in determining a notional interest rate or swap rate for the purposes of
paragraphs (A)-(D) above, references in Condition 4(b)(iii)(B), Condition 4(b)(iii)(C),
Condition 4(b)(iii)(D), Condition 4(b)(iii)(E), Condition 4(b)(iii)(F), Condition
4(b)(iii)(G), Condition 4(b)(iii)(H), Condition 4(d), Condition 4(e) and Condition 4(f) to
"Interest Determination Date" shall be deemed to be references to "each Calculation
Day"
provided that:
(a) subject to paragraph (b) below, if a Calculation Day is not a
business day in the Relevant Financial Centre, the rate for such day
shall be determined in respect of the immediately preceding
business day in the Relevant Financial Centre; and

291



(b) if a Calculation Day falls in the Cut-Off Period, the rate for that day
shall be the rate on the business day in the Relevant Financial
Centre that immediately precedes the Cut-Off Period.
"Relevant Fraction" means, in respect of each Interest Accrual Period, an amount
calculated by the Calculation Agent in accordance with the following formula:
N1/N2

where:
"N1" means the number of Calculation Days in the Interest Accrual Period where (i) if
Single Range Accrual Note is specified as applicable and Constant Maturity Swap
Spread is specified as not applicable in the relevant Pricing Supplement, then the
Reference Rate; or (ii) if Single Range Accrual Note is specified as applicable and
Constant Maturity Swap Spread is specified as applicable then the Constant Maturity
Swap Spread, or (iii) if Dual Range Accrual Note is specified as applicable in the relevant
Pricing Supplement, then each Reference Rate or the Reference Rate and a Constant
Maturity Swap Spread if applicable, in each case, as specified in the applicable Pricing
Supplement is or are:
(A) in respect of the Floor,
(1) if the relevant Pricing Supplement specify that "greater than or equal to"
shall apply, then greater than or equal to the applicable Floor; or
(2) if the relevant Pricing Supplement specify that "greater than" shall apply,
then greater than the applicable Floor;
and
(B) in respect of the Cap,
(1) if the relevant Pricing Supplement specify that "less than or equal to" shall
apply, then less than or equal to the applicable Cap; or
(2) if the relevant Pricing Supplement specify that "less than" shall apply, then
less than the applicable Cap; and
"N2" means the actual number of Calculation Days in the Interest Accrual Period.
"Second CMS Spread Reference Rate" means the CMS swap rate for the applicable
CMS Currency as specified in the applicable Pricing Supplement and determined in
accordance with the Conditions.
"Specified Fixed Rate" means the per annum rate specified in the applicable Pricing
Supplement.
A Subordinated Note cannot be a Range Accrual Note.
(i) 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.

292



(j) 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.
(k) 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.
(l) 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.
(m) 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.
(n) 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

293



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
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 and, in the
case of VPS Notes, the VPS Trustee and the VPS Agent 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. The notification of any rate or
amount, if applicable, shall be made to the VPS in accordance with and subject to the rules and
regulations of the VPS for the time being in effect. 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) or
such other person specified in the applicable Pricing Supplement as the party responsible for making any
such calculation or determination shall (in the absence of manifest error) be final and binding upon all
parties.
(o) Benchmark Replacement
This Condition 4(o) (Benchmark Replacement) applies where the relevant Reference Rate specified in
the applicable Pricing Supplement is a rate other than SOFR (Non-Index Determination) or SOFR (Index
Determination). Notwithstanding the provisions above in Conditions 4(b), (d), (e), (f) and (g), if the
Issuer (in consultation with the Calculation Agent (or the person specified in the applicable Pricing
Supplement as the party responsible for calculating the Rate of Interest)) determines that a Benchmark
Disruption Event has occurred when any Rate of Interest (or the relevant component part thereof) remains
to be determined by reference to such Reference Rate affected by the Benchmark Disruption Event, then
the following provisions shall apply:
(i) Independent Adviser
The Issuer shall use its reasonable endeavours to appoint and consult with an Independent
Adviser, as soon as reasonably practicable, with a view to the Independent Adviser
determining a Successor Rate, failing which an Alternative Rate (in accordance with
Condition 4(o)(ii)) and, in either case, an Adjustment Spread if any (in accordance with
Condition 4(o)(iv)) and any Benchmark Amendments (in accordance with Condition
4(o)(v)).
(ii) Successor Rate or Alternative Rate
If the Independent Adviser, following consultation with the Issuer and acting in good
faith and in a commercially reasonable manner, determines, no later than the IA
Determination Cut-off Date that: (A) there is a Successor Rate, then it shall notify the
Calculation Agent and the Calculation Agent shall use such Successor Rate (subject to
adjustment as provided in Condition 4(o)(iv)) in place of the Reference Rate to determine
the Rate of Interest (or the relevant component part thereof) for all future payments of
interest on the Notes (subject to the subsequent operation of this Condition 4(o)); or (B)
there is no Successor Rate but that there is an Alternative Rate, then it shall notify the
Calculation Agent and the Calculation Agent shall use such Alternative Rate (subject to

294



adjustment as provided in Condition 4(o)(iv)) in place of the Reference Rate to determine
the Rate of Interest (or the relevant component part thereof) for all future payments of
interest on the Notes (subject to the subsequent operation of this Condition 4(o)).
(iii) Issuer Determination
If the Issuer is unable to appoint an Independent Adviser, or if the Independent Adviser
appointed by it fails to determine a Successor Rate or Alternative Rate prior to the IA
Determination Cut-off Date, then, if it elects to do so, the Issuer (acting in good faith and
in a commercially reasonable manner) may determine a Successor Rate or Alternative
Rate for the purposes of Condition 4(o)(ii);
(iv) Adjustment Spread
If the Independent Adviser, following consultation with the Issuer (or the Issuer as the
case may be) and acting in good faith and in a commercially reasonable manner,
determines (i) that an Adjustment Spread is required to be applied to the Successor Rate
or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or
methodology for determining, such Adjustment Spread, then the Independent Adviser
(or the Issuer as the case may be) shall notify the Calculation Agent of such Adjustment
Spread and the Calculation Agent shall apply it to the Successor Rate or the Alternative
Rate (as the case may be).
(v) Benchmark Amendments
If any Successor Rate, Alternative Rate or Adjustment Spread is determined in
accordance with this Condition 4(o) and the Independent Adviser, following consultation
with the Issuer (or the Issuer as the case may be), acting in good faith and in a
commercially reasonable manner, determines (i) that amendments to these Conditions
and/or the Agency Agreement and/or the VPS Trustee Agreement and/or any other
agreement or document relating to the Notes are necessary to ensure the proper operation
of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments,
the "Benchmark Amendments") and (ii) the terms of the Benchmark Amendments, then
the Issuer shall, subject to giving notice thereof in accordance with Condition 4(o)(vi),
without any requirement for the consent or approval of Noteholders, at the Issuer's
expense, vary these Conditions and/or the VPS Trust Agreement and/or the Agency
Agreement and/or any other agreement or document relating to the Notes as is necessary
to give effect to such Benchmark Amendments with effect from the date specified in
such notice. The Fiscal Agent and/or the VPS Trustee and/or each other party to an
applicable agreement shall not be obliged to concur if in their opinion doing so would
impose more onerous obligations on them or expose them to any additional duties,
responsibilities or liabilities or reduce or amend their rights and/or the protective
provisions afforded to them in these Conditions or in any other document to which they
are a party in any way. For the avoidance of doubt, no consent of the Noteholders of the
relevant Series shall be required in connection with effecting the Benchmark
Amendments or such other changes, including for the execution of any documents or the
taking of other steps by the VPS Trustee, the Issuer or any of the parties to the Agency
Agreement (if required). In connection with any such variation in accordance with this
Condition 4(o)(v), the Issuer shall comply with the rules of any stock exchange on which
the Notes are for the time being listed or admitted to trading.
(vi) Notices, etc.
Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any
Benchmark Amendments, determined under this Condition 4(o) will be notified
promptly, and in any event not later than the fifth Business Day prior to the Interest
Determination Date by the Issuer to the Fiscal Agent, the Calculation Agent, and each
other party to the Agency Agreement, the VPS Trustee and the Noteholders. Such notice
shall be irrevocable and shall specify the effective date of the Benchmark Amendments,
if any, and will be binding on the Issuer, the Fiscal Agent, the Calculation Agent and
each other party to the Agency Agreement, the VPS Trustee and the Noteholders.

295



(vii) Survival of Reference Rate
Without prejudice to the provisions of this Condition 4(o), the Reference Rate and the
fallback provisions provided for in Condition 4(b)(iii)(B) will continue to apply unless
and until the Calculation Agent has been notified of the Successor Rate or the Alternative
Rate (as the case may be), and any Adjustment Spread and Benchmark Amendments, in
accordance with Condition 4(o)(v).
For the avoidance of doubt and notwithstanding any other provision of this Condition 4(o), in determining
any Adjustment Spread or other relevant methodology for the purposes of Condition 4(o)(iii), the Issuer
shall not and shall not be obliged to apply and may discount any Adjustment Spread or methodology the
application of which may constitute it an administrator for the purposes of Regulation (EU) 2016/1011
or Regulation (EU) 2016/1011 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended.
In the case of Subordinated Notes only, any Successor Rate, Alternative Rate, Adjustment Spread or
Benchmark Amendments determined in accordance with Condition 4(o)(ii), (iii), (iv) or (v) (Benchmark
Replacement), will be subject to the prior written approval of APRA having been obtained in each case.
Subordinated Noteholders should note that APRA's approval may not be given for any Successor Rate,
Alternative Rate, Adjustment Spread or Benchmark Amendments it considers to have the effect of
increasing the Interest Rate contrary to applicable prudential standards.
For the purposes of this Condition 4(o) (Benchmark Replacement):
"Adjustment Spread" means either a spread (which may be positive or negative), or the formula or
methodology for calculating a spread, in either case, which the Independent Adviser, following
consultation with the Issuer (or the Issuer as the case may be) and acting in good faith and in a
commercially reasonable manner, determines is required to be applied to the Successor Rate or the
Alternative Rate (as the case may be) to reduce or eliminate, to the extent reasonably practicable in the
circumstances, any economic prejudice or benefit (as the case may be) to Noteholders as a result of the
replacement of the Reference Rate with the Successor Rate or the Alternative Rate (as the case may be)
and is the spread, formula or methodology which:
(i) in the case of a Successor Rate, is formally recommended in relation to the replacement of the
Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such
recommendation has been made, or in the case of an Alternative Rate);
(ii) the Independent Adviser, following consultation with the Issuer (or the Issuer as the case may be),
acting in good faith and in a commercially reasonable manner, is recognised or acknowledged as
being the industry standard for over-the-counter derivative transactions or is in customary market
usage in the debt capital market for transactions which reference the Reference Rate, where such
rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be) (or if
the Independent Adviser (or the Issuer as the case may be) determines that no such industry
standard is recognised or acknowledged);
(iii) the Independent Adviser, following consultation with the Issuer (or the Issuer as the case may be),
in its discretion, and acting in good faith and in a commercially reasonable manner, determines to
be appropriate.
"Alternative Rate" means an alternative benchmark or screen rate which the Independent Adviser (or
the Issuer as the case may be) determines in accordance with Condition 4(o)(ii) has replaced the
Reference Rate in customary market usage in the international debt capital markets for the purposes of
determining rates of interest (or the relevant component part thereof) for the same interest period and in
the same Specified Currency as the Notes.
"Benchmark Amendments" has the meaning given to it in Condition 4(o)(v).
"IA Determination Cut-Off Date" means no later than five Business Days prior to the relevant Interest
Determination Date relating to the next relevant Interest Period.

296



"Independent Adviser " means an independent financial institution of international repute or other
independent financial adviser with appropriate expertise in the international debt capital markets, in each
case appointed by the Issuer at its own expense;
"Benchmark Disruption Event" means:
(i) the relevant Reference Rate specified in the relevant Pricing Supplement has ceased to
be published on the Relevant Screen Page as a result of such benchmark ceasing to be
calculated or administered; or
(ii) the Issuer determines after consulting with the Independent Adviser (if so appointed)
that, a change in the generally accepted market practice in the international debt capital
markets to refer to a Reference Rate is endorsed in a public statement by a Relevant
Nominating Body, despite the continued existence of the applicable Reference Rate.
"Reference Rate" means the originally-specified benchmark or screen rate (as applicable) used to
determine the Rate of Interest (or any component part thereof) on the Notes or any Successor Rate or
Alternative Rate which has been determined in relation to such benchmark or screen rate (as applicable)
pursuant to the operation of this Condition.
"Relevant Nominating Body" means, in respect of a Reference Rate:
(i) the central bank for the currency to which the Reference Rate relates, or any central bank
or other supervisory authority which is responsible for administering or supervising the
administrator of the Reference Rate;
(ii) any working group or committee sponsored by, chaired or co-chaired by or constituted
at the request of (a) the central bank for the currency to which the Reference Rate relates,
(b) any central bank or other supervisory authority which is responsible for administering
or supervising the administrator of the Reference Rate, (c) a group of the aforementioned
central banks or other supervisory authorities, or (d) the Financial Stability Board or any
part thereof; or
(iii) any of the Board of Governors of the Federal Reserve, the Federal Reserve Bank of New
York, the Bank of England, the Financial Conduct Authority, the Prudential Regulation
Authority or the European Central Bank or any relevant committee or other body
established, sponsored or approved by any of the foregoing, including the Working
Group on Sterling Risk-Free Reference Rates and the Alternative Reference Rates
Committee.
"Successor Rate" means a successor to or replacement of the Reference Rate which is formally
recommended by any Relevant Nominating Body.
(p) Effect of Benchmark Transition Event
This Condition 4(p) (Effect of Benchmark Transition Event) applies where the relevant
Reference Rate specified in the applicable Pricing Supplement is SOFR (Non-Index
Determination) or SOFR (Index Determination) (and for the avoidance of doubt, any subsequent
Benchmark determined as a result of a Benchmark Replacement determination):
(i) Benchmark Replacement
If the Issuer or its designee determines that a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred prior to the Reference Time in respect of
any determination of the Benchmark on any date, the Benchmark Replacement will
replace the then-current Benchmark for all purposes relating to the Notes in respect of
such determination on such date and all determinations on all subsequent dates.
(ii) Benchmark Replacement Conforming Changes

297



In connection with the implementation of a Benchmark Replacement, the Issuer or its
designee will have the right to make Benchmark Replacement Conforming Changes from
time to time.
(iii) Decisions and Determinations
Any determination, decision or election that may be made by the Issuer or its designee
pursuant to this Condition 4(p) (Effect of Benchmark Transition Event), including any
determination with respect to a tenor, rate or adjustment or of the occurrence or non-
occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection, (x) will be conclusive and binding absent manifest
error, (y) will be made in the Issuer or its designee's sole discretion, and, (z)
notwithstanding anything to the contrary in the in these Conditions or any other
documentation relating to the Notes, shall become effective without consent from the
Noteholders or any other party.
For the avoidance of doubt and notwithstanding any other provision of this Condition 4(p)
(Effect of Benchmark Transition Event) in determining any Benchmark Replacement,
Benchmark Replacement Conforming Changes or Benchmark Replacement Adjustment or for
the purposes of making any other determination for the purposes of this Condition, the Issuer
shall not and shall not be obliged to apply and may discount any factor or methodology the
application of which may constitute it an administrator for the purposes of Regulation (EU)
2016/1011 in the European Union or as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended.
In the case of Subordinated Notes only, any Benchmark Replacement, Benchmark Replacement
Conforming Changes or Benchmark Replacement Adjustment determined in accordance with
this Condition 4(p) (Effect of Benchmark Transition Event), will be subject to the prior written
approval of APRA having been obtained in each case.
Subordinated Noteholders should note that APRA's approval may not be given for any
Benchmark Replacement, Benchmark Replacement Conforming Changes or Benchmark
Replacement Adjustment it considers to have the effect of increasing the Interest Rate contrary
to applicable prudential standards.
For the purposes of this Condition 4(p) (Effect of Benchmark Transition Event):
"Benchmark" means, initially, the relevant Reference Rate specified in the applicable
Pricing Supplement where such Reference Rate is specified to be SOFR (Index
Determination) or SOFR (Non-Index Determination); provided that if the Issuer or its
designee determines on or prior to the Reference Time that a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred with respect to SOFR
(Index Determination) or SOFR (Non-Index Determination) (or the published daily
SOFR or SOFR Index used in the calculation thereof), as applicable, or the then-current
Benchmark, then "Benchmark" means the applicable Benchmark Replacement.
"Benchmark Replacement" means the first alternative set forth in the order below that
can be determined by the Issuer or its designee as of the Benchmark Replacement Date:
(i) the sum of: (a) the alternate rate of interest that has been selected or
recommended by the Relevant Governmental Body as the replacement for the
then-current Benchmark for the applicable Corresponding Tenor and (b) the
Benchmark Replacement Adjustment;
(ii) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement
Adjustment; or
(iii) the sum of: (a) the alternate rate of interest that has been selected by the Issuer
or its designee as the replacement for the then-current Benchmark (for the
applicable Corresponding Tenor, if any) giving due consideration to any
industry-accepted rate of interest as a replacement for the then-current

298



Benchmark for US dollar-denominated floating rate notes at such time and (b)
the Benchmark Replacement Adjustment.
"Benchmark Replacement Adjustment" means the first alternative set forth in the
order below that can be determined by the Issuer or its designee as of the Benchmark
Replacement Date:
(i) the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been
selected or recommended by the Relevant Governmental Body for the
applicable Unadjusted Benchmark Replacement;
(ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA
Fallback Rate, then the ISDA Fallback Adjustment; or
(iii) the spread adjustment (which may be a positive or negative value or zero) that
has been selected by the Issuer or its designee giving due consideration to any
industry-accepted spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of the then-current Benchmark (for
the applicable Corresponding Tenor, if any) with the applicable Unadjusted
Benchmark Replacement for US dollar denominated floating rate notes at such
time.
"Benchmark Replacement Conforming Changes" means, with respect to any
Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of "Interest Period," timing and frequency of
determining rates and making payments of interest, changes to the definition of
"Corresponding Tenor" (defined below) solely when such tenor is longer than the Interest
Period and other administrative matters) that the Issuer or its designee decides may be
appropriate to reflect the adoption of such Benchmark Replacement in a manner
substantially consistent with market practice (or, if the Issuer or its designee decides that
adoption of any portion of such market practice is not administratively feasible or if the
Issuer or its designee determines that no market practice for use of the Benchmark
Replacement exists, in such other manner as the Issuer or its designee determines is
reasonably necessary).
"Benchmark Replacement Date" means the earliest to occur of the following events
with respect to the then-current Benchmark (including the daily published component
used in the calculation thereof):
(i) in the case of clause (i) or (ii) of the definition of "Benchmark Transition
Event," the later of:
(A) the date of the public statement or publication of information referenced
therein; and
(B) the date on which the administrator of the Benchmark permanently or
indefinitely ceases to provide the Benchmark (or such component); or
(ii) in the case of clause (iii) of the definition of "Benchmark Transition Event," the
date of the public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date
occurs on the same day as, but earlier than, the Reference Time in respect of any
determination, the Benchmark Replacement Date will be deemed to have occurred prior
to the Reference Time for such determination.
"Benchmark Transition Event" means the occurrence of one or more of the following
events with respect to the then-current Benchmark (including the daily published
component used in the calculation thereof):

299



(i) a public statement or publication of information by or on behalf of the
administrator of the Benchmark (or such component) announcing that such
administrator has ceased or will cease to provide the Benchmark (or such
component), permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue
to provide the Benchmark (or such component);
(ii) a public statement or publication of information by the regulatory supervisor for
the administrator of the Benchmark (or such component), the central bank for the
currency of the Benchmark (or such component), an insolvency official with
jurisdiction over the administrator for the Benchmark (or such component), a
resolution authority with jurisdiction over the administrator for the Benchmark
(or such component) or a court or an entity with similar insolvency or resolution
authority over the administrator for the Benchmark (or such component), which
states that the administrator of the Benchmark (or such component) has ceased
or will cease to provide the Benchmark (or such component) permanently or
indefinitely, provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide the Benchmark (or such
component); or
(iii) a public statement or publication of information by the regulatory supervisor for
the administrator of the Benchmark announcing that the Benchmark is no longer
representative.
"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor
(including overnight) having approximately the same length (disregarding business day
adjustment) as the applicable tenor for the then-current Benchmark.
"ISDA Definitions" means the 2006 ISDA Definitions published by the International
Swaps and Derivatives Association, Inc. or any successor thereto, as amended or
supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time.
"ISDA Fallback Adjustment" means the spread adjustment, (which may be a positive
or negative value or zero) that would apply for derivatives transactions referencing the
ISDA Definitions to be determined upon the occurrence of an index cessation event with
respect to the Benchmark for the applicable tenor.
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions
referencing the ISDA Definitions to be effective upon the occurrence of an index
cessation date with respect to the Benchmark for the applicable tenor excluding the
applicable ISDA Fallback Adjustment.
"Reference Time" with respect to any determination of the Benchmark means:
(i) if the Benchmark is SOFR, the relevant SOFR Determination Time; and
(ii) if the Benchmark is not SOFR, the time determined by the Issuer or its designee
after giving effect to the Benchmark Replacement Conforming Changes.
"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal
Reserve Bank of New York, or a committee officially endorsed or convened by the
Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor
thereto.
"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor
administrator of SOFR).
"SOFR Administrator's Website" means the website of the Federal Reserve Bank of
New York, or any successor source.

300



"Unadjusted Benchmark Replacement" means the applicable Benchmark
Replacement, in each case, excluding the applicable Benchmark Replacement
Adjustment.
(q) ISDA Determination for Fallback
Notwithstanding the provisions of Condition 4(o) (Benchmark Replacement) and Condition 4(p)
(Effect of Benchmark Transition Event), if ISDA Determination for Fallback provisions is
specified in the relevant Pricing Supplement as being applicable to the Notes (other than
Subordinated Notes) then, upon the occurrence of an ISDA Determination Fallback Event, the
Calculation Agent shall determine the Rate of Interest for the relevant Interest Period or Interest
Accrual Period as the sum of:
(A) the ISDA Fallback Rate; and
(B) the ISDA Fallback Adjustment.
For the purposes of this Condition:
"Index Cessation Event" means, in respect of a Reference Rate:
(i) a public statement or publication of information by or on behalf of the
administrator of the Reference Rate announcing that it has ceased or will cease
to provide the Reference Rate permanently or indefinitely, provided that, at the
time of the statement or publication, there is no successor administrator that
will continue to provide the Reference Rate; or
(ii) a public statement or publication of information by the regulatory supervisor
for the administrator of the Reference Rate, the central bank for the currency of
the Reference Rate, an insolvency official with jurisdiction over the
administrator for the Reference Rate, a resolution authority with jurisdiction
over the administrator for the Reference Rate or a court or an entity with similar
insolvency or resolution authority over the administrator for the Reference
Rate, which states that the administrator of the Reference Rate has ceased or
will cease to provide the Reference Rate permanently or indefinitely, provided
that, at the time of the statement or publication, there is no successor
administrator that will continue to provide the Reference Rate.
"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps
and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from
time to time, or any successor definitional booklet for interest rate derivatives published from
time to time.
"ISDA Determination Fallback Event" means the Reference Rate specified in the applicable
Pricing Supplement has not been published by the source that is specified or otherwise ordinarily
used to determine the level of the Reference Rate on the day on which it is required or an Index
Cessation Event has occurred with respect to the Reference Rate.
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing
the ISDA Definitions upon the occurrence of an ISDA Determination Fallback Event with
respect to the Reference Rate specified in the applicable Pricing Supplement for the applicable
tenor excluding the applicable ISDA Fallback Adjustment.
"ISDA Fallback Adjustment" means the spread adjustment, (which may be a positive or
negative value or zero) that would apply for derivatives transactions referencing the ISDA
Definitions to be determined upon the occurrence of an ISDA Determination Fallback Event
with respect to the Reference Rate specified in the applicable Pricing Supplement for the
applicable tenor.
(r) Definitions
In these Conditions, unless the context otherwise requires, the following defined terms shall have the

301



meanings set out below:
"Amortisation Yield" has the meaning given in Condition 5(d)(ii) unless otherwise specified in the
Pricing Supplement.
"2006 ISDA Definitions" means, in relation to a Series of Notes, the 2006 ISDA Definitions (as
supplemented, amended and updated as at the date of issue of the first Tranche of the Notes of such
Series) as published by ISDA (copies of which may be obtained from ISDA at www.isda.org).
"2021 ISDA Definitions" means, in relation to a Series of Notes, the latest version of the 2021 ISDA
Interest Rate Derivatives Definitions (including each Matrix (and any successor Matrix thereto), as
defined in such 2021 ISDA Interest Rate Derivatives Definitions) as at the date of issue of the first
Tranche of Notes of such Series, as published by ISDA on its website (www.isda.org).
"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 (or, where a Conversion is required following the Approved
NOHC Substitution Date and Schedule 2 applies, ANZ NOHC) 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
(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; and

302



(v) in respect of Notes for which the Reference Rate specified in the applicable Pricing Supplement
is SOFR (Index Determination) or SOFR (Non-Index Determination), any weekday that is a
U.S. Government Securities Business Day and is not a legal holiday in New York and each (if
any) Additional Business Centre(s) and is not a date on which banking institutions in those cities
are authorised or required by law or regulation to be closed,
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
(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;

303



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;

304



(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.
"€STR" means the euro short-term rate.

305



"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").
"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;

306



(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.
"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" means the International Swaps and Derivatives Association, Inc. (or any successor).
"ISDA Definitions" has the meaning given in the relevant Pricing Supplement.
"Issue Date" means the date of issue of the Notes as specified in the Pricing Supplement.
"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.
"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.
"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.
"Reference Banks" means the institutions specified as such in the Pricing Supplement or, if none, four
major banks selected by the Reference Banks Agent in the interbank market (or, if appropriate, money,

307



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 Banks Agent" means an independent investment bank, commercial bank or stockbroker
appointed by the Issuer.
"Reference Rate" means Federal Funds Effective Rate US, EURIBOR, CDOR, CMS Rate, SHIBOR,
HIBOR, SIBOR, SOFR (Index Determination), SOFR (Non-Index Determination), SONIA (Index
Determination), SONIA (Non-Index Determination), €STR (Non-Index Determination), €STR (Index
Determination), 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 and for the determination of the Date
of Interest in respect of Range Accrual Notes:
(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 10.30 a.m. Sydney time, in the case of the BKBM
Notes is 10.45 a.m. Wellington 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 and in the case of SIBOR is 11.00 a.m. Singapore 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(w), 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.
"SONIA" means the Sterling Index Overnight Average;
"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.
"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 or any successor or replacement system.

308



(s) 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.
(t) 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.
(u) Certificates to be final
Subject, in the case of Subordinated Notes only, to the requirement for APRA's prior written approval as
specified in Condition 4(o) (Benchmark Replacement), 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, the VPS Agent, the
VPS Trustee 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, the VPS Agent or the VPS Trustee, as the case may be, in connection with the exercise
or non-exercise by it of its powers, duties and discretions pursuant to such provisions.
(v) 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,

309



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 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.
(w) 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.
(x) VPS Notes – Calculation Agent
The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is
made for them in respect of the VPS Notes and for so long as any such VPS Note is outstanding. Where
more than one Calculation Agent is appointed in respect of the VPS Notes, references in these Terms
and Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its
respective duties under the Terms and 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 Period or to
calculate any Interest Amount or to comply with any other requirement, the Issuer shall (with the prior
approval of the VPS Trustee) appoint a leading bank or investment banking firm engaged in the inter-
bank 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.
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.

310



(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 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 to
either ANZBGL or the consolidated tax group of which it is a member 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, 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, in the case of Condition 5(b)(i), 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, and, with respect to VPS Notes, the VPS Trustee 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

311



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:
"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

312



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(k).
(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 including in accordance
with the rules of the VPS in the case of VPS Notes. 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.
(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 (other than a holder of VPS Notes) 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. In the case of a VPS Note, within the notice period, a holder of any
VPS Note may exercise its right to require redemption of its VPS Notes by giving written notice to its
account manager for the VPS, who will notify the VPS Agent of the exercise of such option. 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.

313



(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 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 other than the VPS 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. VPS Notes purchased by the
Issuer, the Guarantor or any of their respective subsidiaries may be cancelled in accordance with the
procedures of the VPS if applicable and the VPS Agency Agreement 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.
VPS Notes purchased by ANZBGL or any of its Related Entities may be cancelled in accordance with
the procedures of the VPS and the VPS Agency Agreement or may at the option of ANZBGL or any of
its Related Entities be held or resold.
(h) Cancellation
All Notes other than VPS 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.
(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

314



(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
(i) Conditions 5A, 5B and 5C apply only to Subordinated Notes. Schedule 1 and Schedule 2 to
these Conditions (including the defined terms contained in the relevant Schedule) shall be
deemed to form part of, and be incorporated in, Condition 5B.
(ii) For these purposes:
(a) Schedule 1 to these Conditions shall apply to a Subordinated Note that is issued at any
time prior to the Approved NOHC Substitution Date, until such time as an amendment
is made to such Subordinated Notes in accordance with Condition 5D.2(iii) in connection
with the Scheme of Arrangement; and
(b) Schedule 2 to these Conditions shall apply (1) to a Subordinated Note that is issued at
any time on or after the Approved NOHC Substitution Date and (2) to any Subordinated
Notes issued before that date that have been amended in accordance with Condition
5D.2(iii) in connection with the Scheme of Arrangement; and
and references herein to "the relevant Schedule" shall be construed accordingly.
(iii) The "Approved NOHC Substitution Date" means the date identified as such in a written notice
to the Fiscal Agent and to Subordinated Noteholders as the later of the date on which (i) the
restructure of the Issuer Group that is the subject of the Scheme of Arrangement is implemented;
and (ii) the date on which the Deed of Undertaking is entered into by ANZ NOHC.
(iv) The "Scheme of Arrangement" means the scheme of arrangement under Part 5.1 of the
Corporations Act that is the subject of the explanatory memorandum issued by ANZBGL on or
about 26 October 2022 and registered by ASIC for the purposes of subsection 412(6) of the
Corporations Act.
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:

315



(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
(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;

316



(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
Subordinated Notes to which Schedule 1 applies:
If a Principal Amount of a Subordinated Note to which Schedule 1 applies is required to be Converted
or Written-Off, the following provisions apply:
(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 been
Converted or 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, to an amount equal to the non-Converted or
non-Written-Off (as applicable) portion of the Principal Amount of such Subordinated Note;
(ii) in the case of a Subordinated Note which is Converted or Written-Off only in part:
(a) where the date of the Conversion or Write-off is not an Interest Payment Date, the amount
of interest payable in respect of that Subordinated Note on each Interest Payment Date
falling after that date will be reduced and calculated on the Principal Amount of that
Subordinated Note as reduced on that date;
(b) for the purposes of any interest calculation, the Interest Amount, the Fixed Coupon
Amount, 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) 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) 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.

317



Subordinated Notes to which Schedule 2 applies:
If a Principal Amount of a Subordinated Note to which Schedule 2 applies is required to be Converted
or Written-Off, the following provisions apply:
(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 is to be Converted
or 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;
(ii) in the case of a Subordinated Note which is Converted or Written-Off only in part:
(a) the Principal Amount of the Subordinated Note will be reduced to an amount equal to
the non-Converted or non-Written-Off portion (as applicable) of the Principal Amount
of such Subordinated Note;
(b) ANZ NOHC will be taken to hold (as a result of the transfer in accordance with Schedule
2) a new Subordinated Note with a principal amount equal to the Converted or Written-
Off portion (as applicable) of the Principal Amount of the original Subordinated Note,
and on terms otherwise identical to the terms of such Subordinated Note (the "Affected
Subordinated Note");
(c) where the date of the Conversion or Write-off is not an Interest Payment Date, the amount
of interest payable in respect of that Subordinated Note on each Interest Payment Date
falling after that date will be reduced and calculated on the Principal Amount of that
Subordinated Note as reduced on that date;
(d) for the purposes of any interest calculation, the Interest Amount, the Fixed Coupon
Amount, Broken Amount, the Calculation Amount and any related amount in respect of
that Subordinated Note shall be reduced in the same proportion as the Principal Amount
Converted or Written-Off in respect of that Subordinated Note bears to the Principal
Amount of that Subordinated Note before such Conversion or Write-Off;
(e) the Early Redemption Amount, the Final Redemption Amount, the Optional Redemption
Amount, the Specified Denomination and Principal Amount or any related amount shall
be reduced in the same proportion as the Principal Amount Converted or Written-Off in
respect of that Subordinated Note bears to the Principal Amount of that Subordinated
Note before such Conversion or Write-Off;
(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

318



Event Date the relevant Principal Amount (as determined under Condition 5A.3) of the Subordinated
Notes will Convert immediately and irrevocably.
On and 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 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, where a Conversion is required following the Approved NOHC Substitution Date and
Schedule 2 applies, ANZ NOHC) fails to issue, on the Trigger Event Date, the Conversion Number of
Ordinary Shares in respect of the relevant Principal Amount of such Subordinated Notes to, or in
accordance with the instructions of, the relevant Subordinated Noteholder on the Trigger Event Date or
any other nominee where Condition 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 (or, where
a Conversion is required following the Approved NOHC Substitution Date and Schedule 2 applies, ANZ
NOHC'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 (or, where a Conversion is required following the Approved
NOHC Substitution Date and Schedule 2 applies, ANZ NOHC'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 (or, where a Conversion is required following the
Approved NOHC Substitution Date and Schedule 2 applies, ANZ NOHC) 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:

319



(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;
(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 (or, where a Conversion is required following
the Approved NOHC Substitution Date and Schedule 2 applies, ANZ NOHC) 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 (or, where a Conversion is
required following the Approved NOHC Substitution Date and Schedule 2 applies, ANZ
NOHC) 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 (or, where a Conversion is required following the Approved NOHC
Substitution Date and Schedule 2 applies, ANZ NOHC) is not obliged to issue Ordinary Shares
to the Subordinated Noteholder, ANZBGL (or, where a Conversion is required following the
Approved NOHC Substitution Date and Schedule 2 applies, ANZ NOHC) 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 (or, where a Conversion is required following the
Approved NOHC Substitution Date and Schedule 2 applies, ANZ NOHC) 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

320



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, ANZ NOHC or the nominee owes
any obligations or duties to the Subordinated Noteholders in relation to the price at which
Ordinary Shares are sold or has any liability for any loss suffered by a Subordinated Noteholder
as a result of the sale of Ordinary Shares.
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) 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 (or, where a Conversion is required following the
Approved NOHC Substitution Date and Schedule 2 applies, ANZ NOHC) 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 ANZBGL (or, where a Conversion is required
following the Approved NOHC Substitution Date and Schedule 2 applies, ANZ NOHC), 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 of 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 the issuer of the Ordinary Shares, whether the
Issuer or ANZ NOHC, 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 or, from the Approved NOHC Substitution Date, ANZBGL or
ANZ NOHC, of any obligation in connection with such Subordinated Notes;
(iii) acknowledges and agrees that where Condition 5A.3 applies:

321



(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 or, from
the Approved NOHC Substitution Date, ANZBGL or ANZ NOHC; 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 or,
from the Approved NOHC Substitution Date, ANZBGL or ANZ NOHC, 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;
(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;
(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;
(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
(vii) where Schedule 2 applies to the Conversion of a Subordinated Note, acknowledges and agrees
that if, in respect of a Conversion, ANZ NOHC has issued the Conversion Number of Ordinary
Shares to the Subordinated Noteholder but the Subordinated Note or portion thereof has not
been transferred free from encumbrance to the Transferee, the Subordinated Note or such
portion shall be Written-Off in accordance with Condition 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

322



"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
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. of the Ordinary Shares on issue; or
(B) the directors of ANZBGL (or, were a Conversion required at the relevant time
following the Approved NOHC Substitution Date and Schedule 2 would apply,
ANZ NOHC), acting as a board, issue a statement that at least a majority of its
directors who are eligible to do so have recommended acceptance of such offer
(in the absence of a higher offer); or
(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 per cent. of the Ordinary Shares that will be on issue after the
scheme is implemented and:
(A) all classes of members of ANZBGL (or, were a Conversion required at the
relevant time following the Approved NOHC Substitution Date and Schedule 2
would apply, ANZ NOHC) pass all resolutions required to approve the scheme
by the majorities required under the Corporations Act, to approve the scheme; and
(B) an independent expert issues a report that the proposals in connection with the
scheme are in the best interests of the holders of Ordinary Shares; and

323



(ii) the bidder or the person having a relevant interest in the Ordinary Shares in ANZBGL (or, were
a Conversion required at the relevant time following the Approved NOHC Substitution Date
and Schedule 2 would apply, ANZ NOHC) after the scheme is implemented (or any entity that
Controls the bidder or the person having the relevant interest) is an Approved NOHC,
then ANZBGL without further authority, assent or approval of the Subordinated Noteholders may (but
with the prior written approval of APRA):
(iii) in the case of a Subordinated Note to which Schedule 1 applies, amend these Conditions such that
Schedule 2 applies to such Subordinated Note (and such Subordinated Note is treated as a
Subordinated Note to which Schedule 2 applies for all purposes) with effect on and from the
Approved NOHC Substitution Date; and
(iv) in the case of a Subordinated Note to which Schedule 2 applies, 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 (or another member of the Issuer Group which is a holding company
of ANZBGL) (the "Transferee") 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 relevant Schedule to these Conditions shall apply (with any necessary
changes) to the determination of the number of such Approved NOHC Ordinary Shares;
(d) as between ANZBGL and the Transferee, each Subordinated Note held by the Transferee
as a result of Condition 5D.2(iv)(a) will be automatically Converted into a number of
ANZ Ordinary Shares in a number and at a price such that the issued share capital held
by the Transferee (or a wholly owned subsidiary of the Transferee) increases by the
amount by which the issued ordinary share capital of the Approved NOHC increases on
Conversion; and
(e) make such other amendments as in ANZBGL's reasonable opinion are necessary or
appropriate to effect the substitution of an Approved NOHC as the provider of the
ordinary shares on Conversion in the manner contemplated by these Conditions,
including, where the terms upon which the Approved NOHC acquires 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 relevant Schedule to these Conditions.
5D.3 Notice of substitution of Approved NOHC

324



ANZBGL shall give a notice to the Subordinated Noteholders as soon as practicable after the substitution
in accordance with Condition 5D.2 specifying:
(i) in the case of a Subordinated Note to which Schedule 1 applies, that Schedule 2 applies to such
Subordinated Note (and such Subordinated Note is treated as a Subordinated Note to which
Schedule 2 applies for all purposes) with effect on and from the Approved NOHC Substitution
Date; and
(ii) in the case of Subordinated Note to which Schedule 2 applies, 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 relevant Schedule to these Conditions, unless
the context otherwise requires, the following defined terms have the meanings set out below:
"ANZ NOHC" means ANZ Group Holdings Limited (ACN 659 510 791).
"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.
"Approved NOHC Substitution Date" has the meaning given in Condition 5A.1.
"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.
"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

325



Note, in each case in accordance with the relevant Schedule to these Conditions, and "Convert",
"Converting" and "Converted" have corresponding meanings.
"Deed of Undertaking" means the deed poll made by ANZ NOHC in favour of Subordinated
Noteholders prior to or on the Approved NOHC Substitution Date, a copy of which shall be provided by
ANZBGL to the Fiscal Agent.
"FATCA Withholding" means any deduction or withholding made for or on account of FATCA.
"Inability Event" means:
(i) prior to the Approved NOHC Substitution Date, ANZBGL 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 any other reason from Converting
the Subordinated Notes; and
(ii) on and from the Approved NOHC Substitution Date, ANZBGL or ANZ NOHC is prevented by
applicable law or order of any court or action of any government authority (including regarding
the insolvency, winding-up or other external administration of ANZBGL or ANZ NOHC) or
any other reason from performing any of their obligations necessary to effect the Conversion of
any Subordinated Notes.
"Issuer Group" means ANZBGL (and, where a Conversion is required following the Approved NOHC
Substitution Date and Schedule 2 applies, ANZ NOHC) and its Controlled Entities.
"Level 1", "Level 2" and "Level 3" means those terms as defined by APRA from time to time.
"Ordinary Share" means:
(i) in respect of a Subordinated Notes to which Schedule 1 applies, a fully paid ordinary share in
the capital of ANZBGL;
(ii) in respect of a Subordinated Notes to which Schedule 2 applies, a fully paid ordinary share in
the capital of ANZ NOHC subject to clause 12(b) of Schedule 2.
"Regulatory Capital" means a Tier 1 Capital Security or a Tier 2 Capital Security.
"Related Conversion Steps" has the meaning given in Section 1(f) of Schedule 2 to these Conditions.
"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.
"Scheme of Arrangement" has the meaning given in Condition 5A.1.
"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.

326



"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.
"Transferee" has the meaning given to it in Condition 5D.2.
"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.
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:

327



(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
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.

328



(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, the VPS Agent
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, the VPS Agent 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, the VPS 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 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 Financial Conduct 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 Financial Conduct 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 (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") and
(viii) a VPS Agent authorised to act as an account holding institution with the VPS and one or more
Calculation Agent(s) where the Terms and Conditions of the relevant VPS Notes so require.
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 or Range Accrual 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.

329



(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)).
(h) Non-Business Days
Subject in the case of any Subordinated Notes to the relevant 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; and
(iv) in respect of Notes for which the Reference Rate specified in the applicable Pricing Supplement
is SOFR (Index Determination) or SOFR (Non-Index Determination), any weekday that is a U.S.
Government Securities Business Day and is not a legal holiday in New York and each (if any)
Additional Financial Centre(s) and is not a date on which banking institutions in those cities are
authorised or required by law or regulation to be closed.

330



(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 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).

331



(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 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

332



"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) VPS Notes
Payments of principal and interest in respect of VPS Notes shall be made to the holders shown in the
relevant records of the VPS in accordance with and subject to the VPS Act and the rules and regulations
from time to time governing the VPS.
(m) Discretion of Calculation Agent
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.