ANZ Capital Notes 8 Replacement Prospectus

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: 23 February 2023


ANZ Capital Notes 8 Replacement Prospectus

The ANZ Capital Notes 8 replacement prospectus (Prospectus) has been lodged with the
Australian Securities and Investments Commission this morning and is available within
Australia at capitalnotes.anz.com. The Prospectus is attached and incorporates, among
other things, the Margin and the revised offer amount as announced on 17 February 2023.

Investors applying for ANZ Capital Notes 8 should speak to their Syndicate Broker regarding
their application, read the Prospectus in its entirety and need to complete an application
form accompanying the Prospectus. All Applications must be made through a Syndicate
Broker. Details of the Syndicate Brokers are contained in the Prospectus.

Unless otherwise defined, capitalised terms in this announcement have the meaning given to
them in the Prospectus.

For investor enquiries about the ANZ Capital Notes 8 Offer please visit
capitalnotes.anz.com or call the ANZ Information Line on 1800 113 399 (within
Australia) or +61 3 9415 4010 (international) (Monday to Friday – 8:30am to
5:30pm Melbourne time).

For media enquiries only contact:
Lachlan McNaughton, Senior Manager Corporate Communications +61 457 494 414



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 announcement does not constitute financial product advice or an offer of any
securities for sale. The securities referenced have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (Securities Act), or the securities laws of any state or jurisdiction of
the United States and may not be offered, sold or resold, directly or indirectly, in the United States or
to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities
Act), except pursuant to an exemption from, or in a transaction not subject to, the Securities Act.

ANZ CAPITAL NOTES 8
PROSPECTUS
PROSPECTUS FOR THE ISSUE OF ANZ
CAPITAL NOTES 8 TO RAISE $1.5 BILLION
WITH THE ABILITY TO RAISE MORE OR LESS
ISSUER
AUSTRALIA AND NEW ZEALAND
BANKING GROUP LIMITED (ABN 11 005 357 522)
JOINT LEAD MANAGERS
ANZ SECURITIES
COMMONWEALTH BANK OF AUSTRALIA
E&P CORPORATE ADVISORY
MORGAN STANLEY
MORGANS
ORD MINNETT
SHAW AND PARTNERS
UBS
WESTPAC INSTITUTIONAL BANK
CO–MANAGERS
BELL POTTER
LGT CRESTONE WEALTH MANAGEMENT

IMPORTANT NOTICES
About this Prospectus
This Prospectus relates to the offer by Australia and
New Zealand Banking Group Limited (ABN 11 005 357
522) (ANZ) of mandatorily convertible subordinated
perpetual securities (ANZ Capital Notes 8 or Notes) to
raise $1.5 billion with the ability to raise more or less.
This Prospectus is issued by ANZ. This Prospectus is dated
23 February 2023 and was lodged with ASIC on that date.
This is a replacement prospectus that replaces the
prospectus dated 15 February 2023 that was lodged with
ASIC on that date (Original Prospectus). This Prospectus
expires on 15 February 2024 and no Notes will be issued on
the basis of this Prospectus after that date.
ASIC and ASX take no responsibility for the contents of
this Prospectus nor for the merits of the investment to
which this Prospectus relates.
This Prospectus also contains information in relation
to the Reinvestment Offer. Neither ANZ nor any other
person is providing any investment advice or making
any recommendation to Eligible CN3 Holders in respect
of the Reinvestment Offer through this Prospectus.
ANZ Capital Notes 8 are higher risk than deposits
ANZ Capital Notes 8 are issued by ANZ under the Note
Terms. ANZ is an ADI and a subsidiary of ANZ Holdings.
Other than ANZ, no member of the ANZ Group is an
ADI for the purposes of the Banking Act. ANZ Holdings is
the non-operating holding company of the ANZ Group.
Holders have no claim on ANZ, ANZ Holdings or any
other member of the ANZ Group except as provided in
the Note Terms.
ANZ Capital Notes 8 are not:
•deposit liabilities of ANZ;
•protected accounts for the purposes of the depositor
protection provisions in Division 2 of Part II of the Banking
Act or of the Financial Claims Scheme established under
Division 2AA of Part II of the Banking Act; or
•guaranteed or insured by any government, government
agency, compensation scheme or by ANZ Holdings or
any other person.
The risks associated with the Notes (which are
summarised in Section 1.5 and detailed in Section 6)
could result in the loss of your investment and associated
income. The investment performance of the Notes is not
guaranteed by ANZ, ANZ Holdings or any other member
of the ANZ Group.
A comparison of the differences between the Notes and
deposits is contained in Section 1.4.
Defined words and expressions
Some capitalised words and expressions used in this
Prospectus have defined meanings. The Glossary in
Appendix B defines these words and expressions. The
definitions specific to the Notes are in clause 17.2 of
the Note Terms in Appendix A.
Exposure period
The Corporations Act prohibited ANZ from processing
Applications in the seven day period after 15 February
2023, being the date on which the Original Prospectus
was lodged with ASIC. This period is referred to as the
Exposure Period. The purpose of the Exposure Period
was to enable the Original Prospectus to be examined by
market participants before the Offer Period commenced.
No Applications were accepted during the Exposure
Period.
How to access this Prospectus
This Prospectus can be obtained electronically from
capitalnotes.anz.com. ANZ will not be providing paper
copies of this Prospectus.
This Prospectus is only available to you if you are accessing
and downloading it in Australia. If you access an electronic
copy of this Prospectus you should ensure that you
download and read the entire Prospectus.
How to apply
All Applications (both for the New Money Offer and the
Reinvestment Offer) must be submitted through a Syndicate
Broker and you should contact your Syndicate Broker for
instructions on how to apply.
The Offer does not contain a specific offer for
securityholders of ANZ or ANZ Holdings and Eligible
CN3 Holders cannot apply directly to ANZ to participate
in the Reinvestment Offer.
For more information on who is eligible to apply for Notes
under the Offer and how to make an Application – read
Section 4.
Application Forms
The Corporations Act prohibits any person from passing
an Application Form to another person unless it is
attached to or accompanied by a printed copy of this
Prospectus or the complete and unaltered electronic
version of this Prospectus.
Providing personal information
You will be asked to provide personal information to
ANZ (directly or via its agents) if you apply for the Notes.
See Sections 4.3 and 8.11 for information on how ANZ
(and its agents) collect, hold, use and disclose this
personal information.
No representations other than in this Prospectus
You should rely only on information in this Prospectus.
No person is authorised to provide any information
or to make any representation in connection with the
Offer that is not contained in this Prospectus. Any
information or representation not contained in this
Prospectus may not be relied upon as having been
authorised by ANZ in connection with the Offer.
The financial information provided in this Prospectus
is for information purposes only and is not a forecast
of operating results to be expected in future periods.
Diagrams
The diagrams used in this Prospectus are illustrative only.
They may not necessarily be shown to scale.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
Investment Overview
About the Reinvestment OAerAbout ANZ Capital Notes 8
« CONTENTS

GUIDANCE FOR INVESTORS
Read this
Prospectus
in full
This Prospectus is important and you should read it in its entirety.
In considering whether to apply for Notes, it is important that:
•if you are a Retail Investor, you are within the Notes Target Market. The Notes Target Market is
set out in Section 4.1. If you are a Retail Investor, you can only apply for the Notes if you are within
the Notes Target Market and have received professional advice in relation to your Application
(see below for further details); and
•you consider all risks and other information regarding an investment in Notes in light of your
particular objectives, financial situation and needs, as the Offer and the information in this
Prospectus do not take into account those objectives and circumstances.
Understand
the risks
The Notes are complex, involve increased risks (outlined below) compared to other less risky and
less complex bank investments such as deposits and are not suitable for investors outside the Notes
Target Market. You should not see the Notes as an alternative to investments such as deposits.
The overall complexity of the Notes may make the Note Terms difficult to understand.
The Notes are not guaranteed or insured by any government, government agency, compensation
scheme or by ANZ Holdings or any other person.
If ANZ encounters severe financial difficulty, the Notes may be Converted into ANZ Holdings
Ordinary Shares or Written-Off and you may suffer a loss of your investment as a consequence.
Distributions on the Notes may not be paid.
The Notes may never Convert or be Redeemed and may remain on issue indefinitely.
The market price of Notes may move up and down.
The liquidity of the Notes may be low and you may be unable to sell Notes.
If you do not fully understand how the Note Terms work or the risks associated with the Notes,
you should not invest in them.
Speak to your
Syndicate
Broker or
professional
adviser
If you wish to apply for Notes, you must speak to your Syndicate Broker. All Applications must
be submitted through a Syndicate Broker. No Applications can be made directly to ANZ.
If you are a Retail Investor and you wish to participate in the Offer, you must seek professional advice as to
whether you are within the Notes Target Market and whether the investment in the Notes is suitable in
light of your particular objectives, financial situation and needs. You can only apply for the Notes if you are
within the Notes Target Market and you have received personal advice from a licensed professional adviser.
If you have any questions about the Offer, the Notes or the Notes Target Market, you should also
contact your Syndicate Broker or seek advice from a professional adviser who is licensed by ASIC to
give that advice.
ASIC has published guidance on how to choose a professional adviser on its MoneySmart website.
You can also search 'choosing a financial adviser' at moneysmart.gov.au.
Consider
the ASIC
guidance for
Retail Investors
ASIC has warned investors to be cautious in relation to investments in hybrid securities (such as
the Notes). Investors should consider the ASIC guidance on hybrid securities which is published
on ASIC’s MoneySmart website. You can find this guidance by searching ‘hybrid securities and notes’
at moneysmart.gov.au. The guidance includes a series of questions you should ask before you invest
in hybrid securities.
Learn more
about investing
in bank hybrid
securities
ANZ has developed a website containing an introductory guide to bank hybrid securities which may
assist you to better understand bank hybrid securities, their features and their risks. The guide explains
the different ways you may invest in a bank, including by depositing money or investing in securities
issued by a bank.
The guide is available at shareholder.anz.com/education/hybrids.
Obtain further
information
about ANZ ,
ANZ Holdings
and ANZ
Capital
Notes 8
ANZ and ANZ Holdings are subject to regular reporting and disclosure obligations under the
Corporations Act and the Listing Rules. Each of ANZ and ANZ Holdings must notify ASX
immediately (subject to certain exceptions) if it becomes aware of information about it that
a reasonable person would expect to have a material effect on the price or value of its securities.
Copies of documents lodged with ASIC which are publicly available can be obtained from ASIC's
website asic.gov.au (a fee may apply) and the ASX announcements of ANZ and ANZ Holdings may be
viewed at asx.com.au.
Enquiries
If you have any questions in relation to the Offer or an Application, please call the ANZ Information Line on
1800 113 399 (within Australia) or +61 3 9415 4010 (international) (Monday to Friday – 8.30am to 5.30pm)
or contact your Syndicate Broker or other professional adviser who is licensed by ASIC to give such advice.
01
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks

IMPACT OF THE DDO REGIME
ANZ Capital Notes 8 will be the second issue of capital notes by ANZ subject to the DDO regime. The DDO Regime is
intended to help Retail Investors obtain suitable financial products and imposes obligations that impact how the Offer
is made. The DDO Regime does not apply to or restrict the distribution of ANZ Capital Notes 8 to Wholesale Investors.
As the DDO Regime applies to the Offer, ANZ is required to make the Target Market Determination which describes,
among other things:
•the class of Retail Investors that comprise the target market for ANZ Capital Notes 8 (Notes Target Market); and
•the conditions on how ANZ Capital Notes 8 are to be distributed under the Offer to help make it likely that Retail
Investors who acquire ANZ Capital Notes 8 under the Offer are within that Notes Target Market.
As further described below, in response to the DDO Regime and consistent with the CN7 offer:
•ANZ has made the decision not to include a specific offer for ANZ securityholders and not to allow
Eligible CN3 Holders to apply directly to ANZ to participate in the Reinvestment Offer;
•ANZ Capital Notes 8 will only be available to investors who satisfy certain eligibility criteria; and
•all Applications must be submitted through a Syndicate Broker.
Requirements under the DDO Regime
The DDO Regime requires issuers of financial products
to make a “target market determination” and to take
reasonable steps that will, or are reasonably likely to, result
in the distribution of financial products to Retail Investors
being consistent with that target market determination.
The DDO Regime does not restrict trading in ANZ Capital
Notes 8 once issued. All investors will be able to buy and
sell ANZ Capital Notes 8 on the ASX at the prevailing
market price in the usual course once ANZ Capital Notes 8
commence trading on the ASX, even if they are not a
client of a Syndicate Broker. Investors who choose to buy
and sell ANZ Capital Notes 8 on the ASX may be required
to pay applicable brokerage.
What does this mean for ANZ Capital Notes 8?
The way the Offer will be conducted is consistent with the
CN7 offer. However, a number of changes have been made to
the way the Offer is conducted compared to other previous
ANZ retail hybrid security offers, including the CN3 offer.
Applications can only be made through
a Syndicate Broker
All Applications must be submitted through a Syndicate
Broker and you must contact your Syndicate Broker for
instructions on how to apply.
Not all brokers will be Syndicate Brokers. The Syndicate
Brokers are the Joint Lead Managers, the Co-Managers and
any other Participating Brokers in the Offer.
Notes Target Market
The Notes Target Market describes the class of Retail
Investors for whom an investment in ANZ Capital Notes 8
is likely to be consistent with their investment objectives,
financial situation and particular needs.
The Notes Target Market is set out in Section 4.1 and
a copy of the Target Market Determination is available at
capitalnotes.anz.com.
Distribution conditions
The Target Market Determination also sets out distribution
conditions under which ANZ Capital Notes 8 can be
distributed to Retail Investors to help make it likely that that
those Retail Investors are in the Notes Target Market.
Eligible Retail Investors
Retail Investors who are clients of a Syndicate Broker and
have received personal advice from a qualified financial
adviser in connection with the Offer and meet the other
eligibility criteria.
Ineligible Retail Investors
•Retail Investors who are not clients of a Syndicate Broker.
•Retail Investors who have not received personal
advice from a qualified financial adviser in connection
with the Offer.
•Retail Investors who do not meet the other
eligibility criteria.
If you do not fully understand how ANZ Capital Notes 8 work or the risks associated with them or if you have any
questions about the Offer, ANZ Capital Notes 8 or the Notes Target Market, you should contact your Syndicate Broker or a
qualified financial adviser. You can also call the ANZ Information Line on 1800 113 399 (within Australia) or +61 3 9415 4010
(outside Australia) (Monday to Friday, 8.30am – 5.30pm).
Information about how to apply is provided in Section 4.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
02
Investment Overview
About the Reinvestment OfferAbout ANZ Capital Notes 8
« CONTENTS

CONTENTS
IMPORTANT
NOTICES
Inside front cover
GUIDANCE FOR
INVESTORS
Page 01
KE Y DATE S
Page 04
APPENDIX A
NOTE
TERMS
Page 92
APPENDIX B
GLOSSARY
P a g e 116
CORPORATE
DIRECTORY
Page 129
SECTION 01
INVESTMENT
OVERVIEW
Page 06
01
SECTION 02
ABOUT
ANZ CAPITAL
NOTES 8
P a g e 17
02
SECTION 03
ABOUT THE
REINVESTMENT
OFFER
Page 39
03
SECTION 04
HOW TO
APPLY
Page 45
04
SECTION 05
ABOUT ANZ,
ANZ HOLDINGS
AND THE
ANZ GROUP
Page 49
05
SECTION 06
INVESTMENT
RISKS
Page 59
06
SECTION 07
TA X ATION
SUMMARY
Page 81
07
SECTION 08
ADDITIONAL
INFORMATION
Page 86
08
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks
03

KEY DATES
KEY DATES FOR THE OFFERDATE
Record date for determining Eligible CN3 Holders for the Reinvestment Offer
(relevant CN3 must also be held on the Closing Date for the Reinvestment Offer)
7.00pm on 10 February 2023
Lodgement of the Original Prospectus with ASIC15 February 2023
Bookbuild to determine the Margin and announcement of the Margin17 February 2023
Lodgement of this Prospectus with ASIC 23 February 2023
Opening Date23 February 2023
Closing Date for the Reinvestment Offer5.00pm on 9 March 2023
Closing Date for the New Money Offer 10.00am on 22 March 2023
Issue Date24 March 2023
ANZ Capital Notes 8 commence trading on the ASX on a normal settlement basis27 March 2023
Confirmation Statements despatched by31 March 2023
KEY DATES FOR ANZ CAPITAL NOTES 8DATE
Record Date for the first Distribution7.00pm on 8 June 2023
First Distribution Payment Date
1
20 June 2023
First Optional Exchange Date
2
20 March 2030
Mandatory Conversion Date
3
20 September 2032
1 Distributions are scheduled to be paid quarterly at the end of each Distribution Period (on 20 March, 20 June, 20 September and 20 December each year) subject
to ANZ’s absolute discretion and the Payment Conditions. If any of these scheduled dates are not Business Days, then the Distribution Payment Date will occur on
the next Business Day.
2 20 June 2030 and 20 September 2030 are also Optional Exchange Dates.
3 The Mandatory Conversion Date may be later than 20 September 2032, or may not occur at all if the Mandatory Conversion Conditions are not satisfied.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
04
Investment Overview
About the Reinvestment OfferAbout ANZ Capital Notes 8
« CONTENTS

KEY DATES FOR ANZ CAPITAL
NOTES 3 (CN3) HOLDERS
KEY DATES FOR ANZ CAPITAL NOTES 3 (CN3) HOLDERSDATE
Redemption notice given in respect of CN315 February 2023
Last day of trading in CN38 March 2023
Record date for the Final CN3 Distribution 7.00pm on 10 March 2023
Payment date for the Final CN3 Distribution
4
24 March 2023
Payment date for CN3 Redemption Price 24 March 2023
A reference to time in this Prospectus is to Melbourne, Australia time unless otherwise stated. A reference to $, A$, AUD,
dollars and cents is to Australian currency unless otherwise stated. Unless otherwise stated, all figures have been rounded to
two decimal places.
4 Payment of the Final CN3 Distribution is subject to the payment conditions in the CN3 terms and ANZ's absolute discretion.
Dates may change
The key dates for the Offer including the Reinvestment Offer are indicative only and may change without notice
(other than the dates that have passed and the key dates in connection with the CN3 Redemption which are fixed, unless
CN3 are required to be converted or written-off before 24 March 2023 or APRA revokes its approval of the CN3 Redemption).
ANZ and the Joint Lead Managers may bring forward or extend any Closing Date without notice, or withdraw the
Offer at any time before the Notes are issued.
You are encouraged to apply as soon as possible.
05
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks

THIS SECTION PROVIDES A SUMMARY
OF THE KEY FEATURES AND RISKS OF
ANZ CAPITAL NOTES 8.
IF YOU WISH TO APPLY FOR NOTES,
IT IS IMPORTANT THAT YOU FIRST READ
THIS PROSPECTUS (INCLUDING THE NOTES
TARGET MARKET) IN FULL. IF YOU HAVE
ANY QUESTIONS ABOUT THE OFFER, THE
NOTES OR THE NOTES TARGET MARKET,
YOU SHOULD CONTACT YOUR SYNDICATE
BROKER OR SEEK ADVICE FROM A
PROFESSIONAL ADVISER WHO IS
LICENSED BY ASIC TO GIVE THAT ADVICE.
01
SECTION 01
INVESTMENT
OVERVIEW
Investment Overview
« CONTENTS
About the Reinvestment O erAbout ANZ Capital Notes 8
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
06

TopicSummaryWhere to find
more information
IssuerAustralia and New Zealand Banking Group Limited (ABN 11 005 357 522)
(ANZ). ANZ is an ADI and a subsidiary of ANZ Holdings. ANZ Holdings is the
non-operating holding company of ANZ Group. ANZ Holdings does not
guarantee or otherwise provide any assurance in respect of the Notes.
Section 5
Type of instrumentANZ Capital Notes 8 are:
•fully paid – at $100 per Note;
•convertible – in certain circumstances, the Notes will Convert into ANZ
Holdings Ordinary Shares;
•redeemable and resaleable – in certain circumstances, ANZ may be
permitted to repay the Face Value of the Notes or transfer the Notes to a
third party (but there are significant restrictions on repayment or transfer
of the Notes);
•non-cumulative – Distributions are discretionary and unpaid
Distributions do not accumulate. Holders will not have any right to
compensation if ANZ does not pay a Distribution;
•perpetual – the Notes do not have any fixed maturity date and could
remain on issue indefinitely if they are not Converted or Redeemed (in
which case you would not receive your capital back or be issued any
ANZ Holdings Ordinary Shares);
•unsecured – they are not secured, are not deposit liabilities of ANZ or
ANZ Holdings are not protected accounts for the purposes of the Banking
Act and are not guaranteed by ANZ Holdings or any other person;
•subordinated – subordinated to the claims of Senior Creditors
(including ANZ depositors) in a winding-up, but rank equally with Equal
Ranking Instruments and ahead of ANZ Ordinary Shares;
•exposed to Trigger Events – where a Trigger Event occurs (which
includes where ANZ encounters severe financial difficulty), the Notes
are subject to Conversion into ANZ Holdings Ordinary Shares or Write
Off, in which case Holders are likely to suffer loss; and
•listed – ANZ has applied for Notes to be listed on ASX and Notes are
expected to trade under ASX code “AN3PK”.
The Note Terms are complex and derive from the detailed capital
requirements which APRA applies to these instruments, including that the
Notes absorb losses by being Converted or Written Off where a Trigger
Event (including severe financial difficulty) occurs. In this way, the Notes
and ANZ’s other regulatory capital instruments help to protect ANZ’s
depositors and Senior Creditors from losses ANZ may incur.
ANZ’s ability to pay a Distribution or to Convert, Redeem or Resell the Notes
at its option are in each case subject to a number of restrictions, including,
in the case of payment of a Distribution, APRA not objecting to the
Distribution and, in the case of Conversion, Redemption or Resale, APRA
giving its prior written approval to the Conversion, Redemption or Resale.
Offer size$1.5 billion, with the ability to raise more or less.
There is no minimum subscription amount under the Offer.
Face Value$100 per Note. This is the price you need to pay to apply for each
Note under this Prospectus.
Purpose of the OfferANZ is issuing the Notes to help meet the capital requirements for ADIs
set by APRA. APRA requires ANZ to maintain a level of regulatory capital
to help promote the stability of ANZ and protect ANZ’s depositors and
other creditors.
1.1 KEY FEATURES OF THE OFFER AND ANZ CAPITAL NOTES 8
07
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks

TopicSummaryWhere to find
more information
Regulatory
treatment
APRA has confirmed that the Notes will constitute Additional Tier 1 Capital
for the purposes of ANZ’s regulatory capital requirements.
Use of proceedsANZ will use the proceeds of the Offer to refinance CN3 and for general
corporate purposes.
DistributionsDistributions are cash payments on the Notes which are scheduled to
be paid quarterly until all Notes are Converted or Redeemed.
The Distribution Rate is calculated in accordance with the
following formula:
Distribution Rate = (BBSW Rate + Margin) x (1 – Tax Rate)
Where:
•Margin is 2.75%, as determined under the Bookbuild; and
•Tax Rate is the Australian corporate tax rate applicable to the franking
account of ANZ Holdings as at the relevant Distribution Payment Date.
As at the date of this Prospectus, the Tax Rate is 30%.
Section 2.1
FrankingDistributions paid on the Notes are expected to be franked at the same
rate as dividends on ANZ Holdings Ordinary Shares.
The effect of the Distributions being franked is to reduce the cash amount
received by Holders on each Distribution Payment Date by an amount
equal to the relevant level of franking. If a Distribution is not fully franked,
the cash amount of the Distribution will be increased to compensate the
Holder for the unfranked component.
If Distributions are franked, the value and availability of franking credits to
a Holder will depend on that Holder’s particular circumstances and the tax
rules that apply at the time of each Distribution. The availability of franking
credits is not guaranteed and will depend on a number of factors, including
the level of profits generated by ANZ Group that will be subject to tax in
Australia. Holders should refer to the Australian taxation summary in
Section 7.
Section 2.1.3
Payment of
Distributions
Payments of Distributions are at the absolute discretion of ANZ, which
means ANZ does not have to pay them. Distributions are also only payable
if the Payment Conditions are satisfied.
Distributions are non-cumulative which means that unpaid Distributions
do not accumulate and Holders will not have any right to compensation
if ANZ does not pay a Distribution. Failure to pay a Distribution when
scheduled will not constitute an event of default.
If a Distribution is not paid in full on a Distribution Payment Date, subject to
certain exceptions, ANZ cannot pay or resolve to pay any ANZ Ordinary Share
Dividend, or undertake any Buy-Back (as defined in the Note Terms) or Capital
Reduction, until and including the next Distribution Payment Date (unless
the Distribution is paid in full within 3 Business Days of the Distribution
Payment Date). There are no equivalent restrictions on ANZ Holdings.
Sections 2.1.5 –
2.1.9
Distribution
Payment Dates
The Distribution Payment Dates are, generally, 20 March, 20 June,
20 September and 20 December.
The first Distribution is scheduled to be paid on 20 June 2023.
You should note that the first Distribution Period is shorter than
the normal Distribution Period.
Section 2.1.5
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
08
Investment Overview
« CONTENTS
About the Reinvestment OfferAbout ANZ Capital Notes 8

TopicSummaryWhere to find
more information
Do ANZ Capital
Notes 8 have a
maturity date?
Holders should be aware that the Notes do not have a fixed maturity date.
While the Notes are scheduled to Convert into ANZ Holdings Ordinary
Shares on 20 September 2032, that Conversion is subject to conditions
which may never be met. Accordingly, if the Notes are not Exchanged (via
Conversion, Redemption or Resale), they could remain on issue indefinitely.
Holders have no right to request or require an Exchange.
It is expected that the Notes will be quoted on ASX. Unless an Exchange
occurs, Holders would need to sell their Notes on ASX at the prevailing
market price to realise their investment. That market price may be less than
the Face Value, or there may be no liquid market in the Notes which may
result in Holders suffering a loss.
Sections 2.2 – 2.5
Role of ANZ HoldingsANZ Holdings is not the issuer of the Notes and does not guarantee or
provide any assurance in respect of, ANZ’s obligations under the Note Terms.
Under the Capital Notes 8 Deed Poll, ANZ Holdings agrees to Convert the
Notes into ANZ Holdings Ordinary Shares when required to do so under
the Terms and otherwise to comply with the Terms.
If a Note is Converted, on the Conversion date:
•the Note will be automatically transferred from the Holder to
ANZ Holdings; and
•ANZ Holdings will issue to the Holder the number of ANZ Holdings
Ordinary Shares calculated in accordance with the Note Terms.
ANZ does not guarantee or otherwise provide assurance in respect
of ANZ Holdings’ obligations in connection with Conversion.
Section 2.2.5
1.2 SUMMARY OF CERTAIN EVENTS THAT MAY OCCUR WHILE THE
ANZ CAPITAL NOTES 8 ARE ON ISSUE
The diagram and table below summarise certain events that may occur while the ANZ Capital Notes 8 are on issue, and
what Holders may receive if those events occur. The events depend on a number of factors including ANZ Holdings’ share
price, the occurrence of contingencies and in some cases election by ANZ. As a result the events may not occur.
Approximately 7 Years
If ANZ chooses, and certain conditions
are met, Notes will be Converted,
Redeemed or Resold on this date
There are certain other events that could occur at any time which may result in Notes being Converted,
Redeemed, Resold or Written O. These are summarised in the table on the next page.
If the Mandatory Conversion
Conditions are met, Notes
will be Converted on this date
2 Years6 Months
Issue
Date
24 March
2023
20 March
2030
20 June
2030
20 September
2030
20 September
2032
Mandatory
Conversion
Date
Optional Exchange
Dates
Potentially
perpetual
1.1 KEY FEATURES OF THE OFFER AND ANZ CAPITAL NOTES 8 (CONT)
09
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks

What can
happen?
When does this happen?Is APRA
approval
needed?
5

Do
conditions
apply?
What value will you
receive for each Note
if this happens?
In what form will
that value be
provided?
Mandatory
Conversion
On 20 September 2032 (if
the Mandatory Conversion
Conditions are satisfied on
that date) or the first
Distribution Payment Date
after that date on which
the Mandatory Conversion
Conditions are satisfied
NoYesApproximately $101
6
Variable number
of ANZ Holdings
Ordinary Shares
Optional
Conversion
20 March 2030,
20 June 2030 or
20 September 2030
YesYesApproximately $101
6
Variable number
of ANZ Holdings
Ordinary Shares
Optional
Redemption
20 March 2030,
20 June 2030 or
20 September 2030
YesYes$100Cash
Optional Resale20 March 2030,
20 June 2030 or
20 September 2030
YesNo$100Cash
Conversion
in other
circumstances
If a Tax Event or
Regulatory Event occurs
YesYesApproximately $101
6, 7
Variable number
of ANZ Holdings
Ordinary Shares
If a Change of
Control Event occurs
NoYesApproximately $101
6,7
Variable number
of ANZ Holdings
Ordinary Shares
If a Trigger Event occursNoNoDepending on the
market price of the
ANZ Holdings Ordinary
Shares, Holders are likely
to receive significantly
less than approximately
$101
8, 9, 10
Variable number
of ANZ Holdings
Ordinary Shares,
capped at the
Maximum
Conversion
Number
10
Redemption
in other
circumstances
If a Tax Event or
Regulatory Event occurs
YesYes$100
7
Cash
Resale in other
circumstances
If a Tax Event or
Regulatory Event occurs
YesNo$100
7
Cash
5 Holders should not expect that APRA’s approval will be given if requested.
6 On the basis of the Conversion calculations, the value of ANZ Holdings Ordinary Shares received on Conversion may be worth more or less than
approximately $101. The number of ANZ Holdings Ordinary Shares that Holders will receive will not be greater than the Maximum Conversion Number.
7 If an Exchange occurs on a day that is not a scheduled quarterly Distribution Payment Date, Holders whose Notes are being Exchanged will also receive a
Distribution in respect of these Notes for the period from the immediately preceding Distribution Payment Date to (but excluding) the date on which the
Exchange occurs (at ANZ’s discretion and provided the conditions to payment are met).
8 Section 6.1.11 provides further detail on the circumstances in which Holders are likely to receive significantly less than $101 following Conversion due to a
Trigger Event.
9 If a Note is Written Off, that Note will not be Converted or Exchanged, all rights (including to Distributions) in respect of that Note will be terminated, and the
Holder will not have their capital repaid.
10 However, if the Notes are not Converted for any reason (including an Inability Event) into ANZ Holdings Ordinary Shares within 5 Business Days after a Trigger
Event Conversion Date, the Notes will be Written Off, meaning the Notes will never Convert or be Exchanged, all rights (including to Distributions) in respect
of the Notes will be terminated and the Holder will not have their capital repaid.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
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1.3 RANKING OF NOTES IN A WINDING-UP OF ANZ
The table below illustrates how the Notes would rank upon a winding-up of ANZ, if they are on issue at the time. In the table,
a ‘higher ranking’ obligation is one which will be paid out of ANZ’s available assets in a winding-up before obligations with a
lower ranking. It may be that lower ranking securityholders, including Holders, will only have part or none of their obligations
paid (in the case of Holders, the claim for the Face Value), as there may be insufficient assets remaining to do so after higher
ranking obligations have been paid.
As shown in the table below, in a winding-up of ANZ, the Notes rank ahead of ANZ’s Ordinary Shares, equally among
themselves, equally with Equal Ranking Instruments (including ANZ Capital Securities) and behind all Senior Creditors
of ANZ, including depositors.
ExamplesExamples of existing ANZ obligations and securities
11
Higher ranking/
earlier priority
Senior creditorsLiabilities preferred by
law and secured debt
Liabilities in Australia in relation to protected accounts
under the Banking Act (generally, savings accounts and
term deposits) and other liabilities preferred by law
including employee entitlements and secured creditors
Unsubordinated
unsecured debt
Bonds and notes, trade and general creditors. This
includes covered bonds which are an unsecured claim
on ANZ, though they are secured over assets that form
part of the Group
Subordinated
unsecured debt
Subordinated unsecured debt obligations
Equal ranking
obligations
Preference shares and
other equally ranked
instruments
ANZ Capital Notes 8 and ANZ Capital Securities
(in each case if they have not been converted into
ANZ Holdings Ordinary Shares)
Where Holders have received ANZ Holdings Ordinary
Shares on Conversion, Holders have the claims of
holders of ANZ Holdings Ordinary Shares. If, following
a Trigger Event, Notes are Written Off, Holders have no
claim at all on ANZ or ANZ Holdings (even though ANZ
Holdings Ordinary Shares will still be on issue), and they
are likely to be worse off than holders of ANZ Holdings
Ordinary Shares or ANZ Ordinary Shares
Lower ranking/
later priority
Lower ranking
obligations
ANZ Ordinary SharesANZ Ordinary Shares
11 This is a very simplified capital structure of ANZ and does not include every type of security or other obligation issued by ANZ. ANZ has the right to issue further
debt, deposits or other obligations or securities of any kind at any time. ANZ Capital Notes 8 do not limit the amount of senior debt, deposits or other obligations
or securities that may be incurred or issued by ANZ at any time.
11
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks

12 This is subject to a limit, currently fixed at $250,000 for the aggregate of the customer’s accounts with an ADI declared subject to the Financial Claims Scheme.
1.4 DIFFERENCES BETWEEN THE NOTES AND OTHER TYPES OF
INVESTMENTS IN ANZ AND ANZ HOLDINGS
ANZ Capital Notes 8 are different from and higher risk than term deposits. They are also different from ANZ Capital
Securities (including CN3 and CN7) and ANZ Holdings Ordinary Shares. You should consider these differences in light of your
investment objectives, financial situation and particular needs (including financial and taxation issues) before deciding to
apply for Notes. A table highlighting the key differences between the Notes and CN3 is set out in Section 3.2.
Term depositCN7ANZ Capital Notes 8ANZ Holdings
Ordinary Shares
Protected under the
Financial Claims Scheme
Yes
12
NoNoNo
MarginVaries from
product to
product
2.70%2.75%, as
determined under
the Bookbuild
N/A
Distribution/
dividend rate
FixedFloatingFloatingVariable – as
determined by ANZ
Holdings
Distribution/dividend
payment dates
Often at the
end of term or
per annum
QuarterlyQuarterlyGenerally half-yearly
– as determined by
ANZ Holdings in its
absolute discretion
Conditions to payment
of distributions/
dividends
None, subject
to applicable
laws and any
specific
conditions
Yes, subject to ANZ’s
absolute discretion and
payment conditions
Yes, subject to ANZ’s
absolute discretion and
Payment Conditions
Yes, subject to ANZ
Holdings’ absolute
discretion and
applicable laws and
regulations
Distribution/dividend
restriction if
distribution/dividend
not paid
NoYes, applies to ANZ
Ordinary Shares until
the next quarterly
distribution payment
date
Yes, applies to ANZ
Ordinary Shares until
the next quarterly
Distribution Payment
Date
No
Frankable distribution/
dividend
No – interest
payments are
not franked
Frankable and grossed
up for a non franked
portion
Frankable and grossed
up for a non franked
portion
Frankable
Quoted on ASXNoYes, quoted as “AN3PJ”Yes, ANZ Capital Notes 8
are expected to be
quoted as “AN3PK”
Yes – quoted as “ANZ”
Te r mOften between
1 month and
5 years
Perpetual, subject to
mandatory conversion
into ANZ Holdings
Ordinary Shares on
20 September 2031
(approximately 9.5 years
after its issue date)
Perpetual, subject to
Mandatory Conversion
into ANZ Holdings
Ordinary Shares on
20 September 2032
(approximately 9.5 years
after the Issue Date)
Perpetual
Mandatory conversion
into ANZ Holdings
Ordinary Shares
NoYesYes
See Section 2.2
N/A
fffiffifl ff−1ff/ff3₀/3/ff−ff3₀/ff313/ fi/−1 1fl₀
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Term depositCN7ANZ Capital Notes 8ANZ Holdings
Ordinary Shares
APRA written approval
required for conversion,
redemption or resale
(if applicable)
N/AYes
13
Yes
14
N/A
ANZ’s early
conversion option
NoYesYes
See Section 2.3
N/A
ANZ’s early
redemption option
NoYesYes
See Section 2.3
No
ANZ’s resale rightsNoYesYes
See Section 2.3
No
Other ANZ early
redemption options
NoYesYes
See Section 2.3
No
Trigger EventNoYesYes
See Section 2.5
N/A
Voting rightsN/ANo right to vote at
general meeting of
holders of ANZ Holdings
Ordinary Shares or ANZ
Ordinary Shares
No right to vote at
general meeting of
holders of ANZ Holdings
Ordinary Shares or ANZ
Ordinary Shares
Right to vote at
general meeting of
holders of ANZ
Holdings Ordinary
Shares
RankingRefer to Section 1.3
1.5 KEY RISKS OF ANZ CAPITAL NOTES 8
Before deciding whether to apply for Notes, you should consider whether the Notes are a suitable investment for you.
There are risks associated with investing in Notes, in ANZ and in the ANZ Group generally. Many of those risks are outside the
control of ANZ, ANZ Holdings and their respective directors. The key risks are detailed in Section 6 and you should read that
section in full before deciding to invest. The table below outlines the key risks associated with an investment in the Notes.
TopicSummaryWhere to find
more information
ANZ Capital
Notes 8 are
not deposit
liabilities or
protected
accounts
ANZ Capital Notes 8 are not deposit liabilities of ANZ or ANZ Holdings, are not
protected accounts for the purposes of the Banking Act or any other accounts
with ANZ or ANZ Holdings and are not guaranteed or insured by ANZ Holdings or
any other person.
Section 6.1.16
13 Except for conversion on a mandatory conversion date, common equity capital trigger event, non-viability trigger event or change of control event
(each as defined in the CN7 terms).
14 Except for Conversion on a Mandatory Conversion Date, Common Equity Capital Trigger Event, Non-Viability Trigger Event or Change of Control Event.
13
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TopicSummaryWhere to find
more information
Financial
market
conditions
and liquidity
of Notes
The market price of the Notes may move up or down due to various factors
that affect financial market conditions. It is possible that the Notes may trade
at a market price below their Face Value of $100. This means that Holders who
seek to sell their Notes at that time may do so at a loss.
The liquidity of the Notes may be low and the market for the Notes may be
volatile. This means that Holders may not be able to sell their Notes at an
acceptable price, at or above Face Value or at all. The market for the Notes may
be less liquid and/or more volatile than the market for ANZ Holdings Ordinary
Shares or other securities issued by ANZ, ANZ Holdings or other entities.
Sections 6.1.1
and 6.1.3
Distributions
may not
be paid
There is a risk that Distributions may not be paid. If a Distribution is not paid in full
on a Distribution Payment Date, Holders have no claim or entitlement in respect
of non-payment nor any right to receive that Distribution at any later time.
Non-payment is not an event of default.
Section 6.1.6
Changes in
Distribution
Rate
The Distribution Rate will move up or down over time as a result of movements in
the BBSW Rate. There is a risk that the Distribution Rate may become less attractive
when compared to the rates of return available on other investments.
Section 6.1.8
Mandatory
Conversion
may not occur
on the
Mandatory
Conversion
Date
ANZ Capital Notes 8 have no fixed maturity date but will Convert into ANZ Holdings
Ordinary Shares on 20 September 2032 if the Mandatory Conversion Conditions are
satisfied, unless Notes are otherwise Exchanged on or before that date.
If these conditions are not met on 20 September 2032, Conversion will occur
on the next Distribution Payment Date on which they are satisfied. There is a risk
that Conversion will not occur because the Mandatory Conversion Conditions
are not satisfied.
If the Mandatory Conversion Conditions are never satisfied there is a risk
that the Notes may never Convert and could remain on issue indefinitely.
Sections 2.2.2
and 6.1.10
Holders have
no right to
request early
Exchange
Holders have no right to request that their Notes be Exchanged. Unless their
Notes are Exchanged, to realise their investment, Holders would need to sell their
Notes on the ASX at the prevailing market price. That price may be less than the
Face Value, and there may be no liquid market in the Notes. The Note Terms
contain no events of default.
Section 6.1.12
Mandatory
Conversion
or Write Off
following a
Trigger Event
If a Trigger Event occurs and Notes are Converted, the number of ANZ Holdings
Ordinary Shares a Holder will receive for each Note is limited to the Maximum
Conversion Number. This means that, depending on the market price of ANZ
Holdings Ordinary Shares at the time, Holders are likely to receive significantly less
than approximately $101 worth of ANZ Holdings Ordinary Shares per Note and to
suffer loss as a consequence. Where Conversion is not effected within five Business
Days after the Trigger Event Conversion Date for any reason (including an Inability
Event), the Notes will be Written Off. This means that those Notes will never
Convert or be Exchanged and all rights (including to Distributions and to Face
Value in respect of those Notes) will be terminated with effect on and from the
Trigger Event Conversion Date. A Holder’s investment will lose all of its value, they
will not have their capital repaid and they will not receive any compensation.
A Trigger Event may occur at any time.
Sections 2.5
and 6.1.11
Ranking in a
winding-up
of ANZ
On a winding-up of ANZ, the Notes rank for payment ahead of ANZ Ordinary
Shares, equally among themselves, equally with Equal Ranking Instruments
(including ANZ Capital Securities), and behind all Senior Creditors, including
depositors. This means that, on a winding-up, there is a risk that Holders will
lose all or some of their investment. If the Notes have been Converted into
ANZ Holdings Ordinary Shares prior to a winding-up of ANZ, the ANZ Holdings
Ordinary Shares received on Conversion will rank equally with other ANZ Holdings
Ordinary Shares. If Notes are Written Off, those Notes will never Convert or be
Exchanged and Holders will not have their capital repaid at all.
Section 6.1.16
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TopicSummaryWhere to find
more information
ANZ and ANZ
Holdings may
issue further
securities
There is no limit on the amount of senior debt, deposits or other obligations or
securities that may be incurred or issued by ANZ or ANZ Holdings at any time,
which may affect a Holder’s ability to be repaid on a winding-up of ANZ or a
Holder’s interest in ANZ Holdings on Conversion.
Section 6.1.21
Fluctuation
in ANZ
Holdings
Ordinary
Share price
The market price of the Notes may be significantly impacted by the market
price of ANZ Holdings Ordinary Shares. The market price of ANZ Holdings
Ordinary Shares will move up or down due to various factors, including investor
perceptions, domestic and worldwide economic conditions, ANZ Group's financial
performance and position, and transactions affecting the share capital of ANZ
Holdings. As a result, the price used to calculate the number of ANZ Holdings
Ordinary Shares received by Holders upon Conversion may also be different
to the market price of the ANZ Holdings Ordinary Shares when they are issued
or thereafter.
Sections 6.1.3,
6.1.5 and 6.1.10
Financial
performance
and position of
ANZ and ANZ
Holdings
The market price of the Notes (and the ANZ Holdings Ordinary Shares into
which they can Convert) may be affected by ANZ’s and ANZ Group's financial
performance and position. For specific risks associated with an investment in
ANZ and the ANZ Group generally, see Section 6.2.
ANZ and ANZ Group's financial performance and position may also affect any
credit ratings associated with ANZ's and ANZ Holdings' securities, which may
impact the market price and liquidity of the Notes. Any credit rating applicable
to ANZ and ANZ Holdings may be revised, withdrawn or suspended by ratings
agencies at any time.
Section 6.2
1.6 WHAT IS THE OFFER AND HOW DO I APPLY?
TopicSummaryWhere to find
more information
Notes Target
Market
ANZ has made a target market determination for ANZ Capital Notes 8 in
accordance with its obligations under the DDO Regime (Target Market
Determination).
The Target Market Determination describes, among other things, the class
of Retail Investors that comprise the target market for ANZ Capital Notes 8
(Notes Target Market).
That Notes Target Market is set out in Section 4 and a copy of the Target Market
Determination is available at capitalnotes.anz.com.
If you are a Retail Investor and wish to apply for Notes:
•you must seek professional advice as to whether you are within the
Notes Target Market and whether the investment in the Notes is suitable
in light of your particular objectives, financial situation and needs; and
•you can only apply for the Notes if you are within the Notes Target Market
and have received such advice.
Section 4
Offer structureThe Offer comprises:
•a Reinvestment Offer;
•a New Money Offer; and
•an Institutional Offer.
Information about the different types of offers and how to apply is set out
in Section 3 and Section 4.
Sections 3 and 4
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TopicSummaryWhere to find
more information
Reinvestment
Offer
On 15 February 2023, ANZ (acting through its New Zealand branch) issued a
redemption notice in accordance with the CN3 terms. That notice confirms that on
24 March 2023, ANZ will redeem all CN3 for their face value of $100 per CN3 (CN3
Redemption Price).
The Reinvestment Offer provides Eligible CN3 Holders with the opportunity to
reinvest some or all of their CN3 Redemption Proceeds into ANZ Capital Notes 8.
Eligible CN3 Holders can also apply for additional Notes under the New Money Offer.
For information on the Reinvestment Offer, including the options available to
Eligible CN3 Holders, see Section 3. All Applications for the Reinvestment Offer must
be submitted through a Syndicate Broker.
Section 3
Final CN3
Distribution
The Final CN3 Distribution of $2.4408 per CN3 is scheduled to be paid on all CN3
on 24 March 2023.
If you hold CN3 on the record date for the Final CN3 Distribution (which is 7.00pm
on 10 March 2023), then you will receive the Final CN3 Distribution irrespective of
whether you are participating in the Reinvestment Offer or not (subject to the
payment conditions in the CN3 terms and ANZ's absolute discretion).
Section 3.1.7
How to applyYou can only apply for Notes through a Syndicate Broker. See Sections 3 and 4
for further details.
Sections 3 and 4
Minimum
Application
Your Application must be for a minimum of 50 Notes ($5,000).
If you are an Eligible CN3 Holder and own less than 50 CN3, you can still apply for
Notes under the Reinvestment Offer but you must apply to reinvest all of your CN3.
Sections 3 and 4
Allocation
policy
•Allocations to Institutional Investors were determined by ANZ and ANZ
Securities following completion of the Bookbuild.
•Allocations to Syndicate Brokers were determined by ANZ in consultation
with the Joint Lead Managers following completion of the Bookbuild.
•Allocations to applicants by a Syndicate Broker (including in respect of
Applications under the Reinvestment Offer) are at the discretion of that
Syndicate Broker. It is possible for Applications to be scaled back by a Syndicate
Broker. ANZ takes no responsibility for any allocation, scale back or rejection that
is decided by a Syndicate Broker.
Section 4.4.3
More
information
If you have any questions about the Offer or how to apply for the Notes, please call the
ANZ Information Line on 1800 113 399 (within Australia) or +61 3 9415 4010 (international)
(Monday to Friday – 8.30am to 5.30pm) or contact your Syndicate Broker or other professional
adviser who is licensed by ASIC to give such advice.
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THIS SECTION IS AN OVERVIEW OF THE
KEY FEATURES OF ANZ CAPITAL NOTES 8.
WHERE INDICATED, MORE DETAILED
INFORMATION IS PROVIDED IN OTHER
SECTIONS OF THIS PROSPECTUS AND
THE NOTE TERMS.
IF YOU WISH TO APPLY FOR NOTES,
IT IS IMPORTANT THAT YOU FIRST READ
THIS PROSPECTUS (INCLUDING THE NOTES
TARGET MARKET) IN FULL. IF YOU HAVE
ANY QUESTIONS ABOUT THE OFFER, THE
NOTES OR THE NOTES TARGET MARKET,
YOU SHOULD CONTACT YOUR SYNDICATE
BROKER OR SEEK ADVICE FROM A
PROFESSIONAL ADVISER WHO IS LICENSED
BY ASIC TO GIVE THAT ADVICE.
02
SECTION 02
ABOUT
ANZ CAPITAL
NOTES 8
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks
17

KEY QUESTIONS ABOUT
ANZ CAPITAL NOTES 8
2.1 Distributions
2.1.1. How will the Distribution Rate be calculated?
2.1.2. How will the Distribution be calculated for each
Distribution Period?
2.1.3. What is the impact of franking credits?
2.1.4. What is the BBSW Rate?
2.1.5. When are the Distribution Payment Dates?
2.1.6. What are the Payment Conditions?
2.1.7. What is the Distribution Restriction and when
will it apply?
2.1.8. Are any deductions made on the Distributions?
2.1.9. How will Distributions be paid?
2.2 Mandatory Conversion
2.2.1. When is the Mandatory Conversion Date?
2.2.2. What are the Mandatory Conversion Conditions?
2.2.3. What are the reasons for the Mandatory
Conversion Conditions?
2.2.4. Until when is Mandatory Conversion deferred
if the Mandatory Conversion Conditions are
not satisfied?
2.2.5. How does Conversion occur?
2.2.6. How many ANZ Holdings Ordinary Shares will
Holders receive on Mandatory Conversion?
2.2.7. What is the Issue Date VWAP?
2.2.8. What adjustments to the Issue Date VWAP are
made to account for changes to ANZ Holdings'
capital and what is their effect?
2.3 Optional Exchange by ANZ
2.3.1. What does Exchange mean?
2.3.2. When are the Optional Exchange Dates?
2.3.3. What is a Tax Event?
2.3.4. What is a Regulatory Event?
2.3.5. Are there restrictions on which Exchange
Method ANZ may choose?
2.3.6. What are the conditions or restrictions on
Conversion as the Exchange Method?
2.3.7. How many ANZ Holdings Ordinary Shares will
Holders receive if Conversion is the Exchange
Method?
2.3.8. Are there any restrictions on Redemption?
2.3.9. What happens on Resale?
2.3.10. What factors will influence ANZ's decision
to Exchange the Notes?
2.3.11. Can Holders request Exchange?
2.3.12. Purchases
2.4 Conversion following a Change
of Control Event
2.4.1. When will a Change of Control Event occur?
2.4.2. What happens on a Change of Control Event?
2.4.3. What are the restrictions on Conversion on a
Change of Control Conversion Date?
2.4.4. What happens if Conversion does not occur
on a Change of Control Conversion Date?
2.5 Automatic Conversion following
a Trigger Event
2.5.1. What is a Trigger Event?
2.5.2. What happens following a Trigger Event?
2.5.3. How many ANZ Holdings Ordinary Shares will
Holders receive if Notes are Converted on a
Trigger Event Conversion Date?
2.5.4. What is the Maximum Conversion Number?
2.5.5. Is there a worked example illustrating how many
ANZ Holdings Ordinary Shares a Holder will
receive on Conversion following a Trigger Event?
2.5.6. How many Notes need to be Converted or
Written Off on the occurrence of a Trigger Event?
2.6 Other
2.6.1. Can ANZ issue further Notes or other
instruments?
2.6.2. What voting rights do Notes carry?
2.6.3. Can ANZ amend the Note Terms?
2.6.4. What is an Approved Successor Event?
2.6.5. What is the ANZ Capital Notes 8 Deed Poll?
2.6.6. What if a Holder is not resident in Australia?
2.6.7. What happens if FATCA Withholding is required
to be made?
2.6.8. Where ANZ Holdings Ordinary Shares are issued
to a nominee, does the nominee, ANZ or ANZ
Holdings have any duties on a sale?
2.6.9. I s there a time limit on claims in respect of the
Notes?
2.6.10. Are determinations by ANZ binding?
2.6.11. Does set-off apply to payments in respect
of the Notes?
2.6.12. What is the power of attorney?
2.6.13. What are the tax implications of investing
in the Notes?
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TopicSummaryWhere to find
more information
2.1 DISTRIBUTIONS
ANZ Capital Notes 8 are expected to pay quarterly floating rate non-cumulative Distributions, which are expected to be
franked at the same rate as dividends on ANZ Holdings Ordinary Shares and accordingly Holders are expected to receive a
combination of cash Distributions and franking credits until all Notes are Converted, Redeemed or Written Off. Payment of
the Distributions is at ANZ’s discretion and subject to the payment not resulting in ANZ breaching APRA’s capital adequacy
requirements or becoming (or being likely to become) insolvent, or APRA objecting to the payment (the Payment
Conditions). The Payment Conditions are described in Section 2.1.6 below.
Distributions on Notes are based on a floating rate and are non-cumulative. This means that if a Distribution or part of a
Distribution is not paid on a Distribution Payment Date, Holders have no claim or entitlement in respect of non-payment
nor any right to receive that Distribution at any later time. All payments of Distributions are subject to applicable law.
2.1.1
How will the
Distribution Rate
be calculated?
The Distribution Rate for each Distribution Period will be set on the first
Business Day of each Distribution Period and will be calculated using the
following formula:
Distribution Rate = (BBSW Rate + Margin) x (1 – Tax Rate) where:
BBSW Rate means the BBSW Rate on the first Business Day of the
Distribution Period – see Section 2.1.4;
Margin is 2.75%, as determined under the Bookbuild; and
Tax Rate is the Australian corporate tax rate applicable to the franking
account of ANZ Holdings as at the relevant Distribution Payment Date.
As at the date of this Prospectus, the Tax Rate is 30%, although the Tax Rate
may change in future years – see Section 6.1.19.
For example, assuming the BBSW Rate on the first Business Day of the
Distribution Period is 3.50% per annum and given the Margin is 2.75%
per annum, then the Distribution Rate for that Distribution Period would
be calculated as follows:
BBSW Rate 3.5000% per annum
Plus the Margin + 2.7500% per annum
Equivalent unfranked distribution rate 6.2500% per annum
Multiplied by (1 – Tax Rate) x 0.70
Indicative Distribution Rate 4.3750% per annum
Clause 3.1 of
the Note Terms
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TopicSummaryWhere to find
more information
2.1 DISTRIBUTIONS (CONT)
2.1.2
How will the
Distribution be
calculated for each
Distribution Period?
Distributions scheduled to be paid on each Distribution Payment
Date will be calculated using the following formula:
Distribution = Face Value x Distribution Rate × N
365
where:
Face Value means $100 per Note;
Distribution Rate means the rate (expressed as a percentage per annum)
calculated as set out in Section 2.1.1; and
N means the number of days in the Distribution Period calculated as
set out in the Note Terms.
For example, if the Distribution Rate was 4.3750% per annum and assuming
Distributions on the Notes are fully franked, then the cash Distribution on
each Note for that Distribution Period (if the Distribution Period was for
91 days) would be calculated as follows:
Indicative Distribution Rate 4.3750% per annum
Multiplied by the Face Value x $100.00
Multiplied by the number of days
in the Distribution Period
15
x 91
Divided by 365 ÷ 365
Indicative fully franked cash Distribution
payment for the Distribution Period per Note $1.0908
Where Distributions are not fully franked, an additional cash payment
is made to compensate for the unfranked component. Details of the
additional payment are set out in Section 2.1.3.
The above example is for illustrative purposes only. Actual Distributions
may be higher or lower than this example.
The Distribution Rate for the first Distribution Period will be set on the
Issue Date and will include the Margin determined under the Bookbuild.
You should note that the Distribution Period for the first Distribution is
a shorter period of 88 days and Distribution Periods will otherwise
generally be 90 to 92 days.
Clauses 3.1, 13
and 17.2 of the
Note Terms
15 Distribution Periods will otherwise generally contain 90 to 92 days.
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2.1 DISTRIBUTIONS (CONT)
2.1.3
What is the impact
of franking credits?
Distributions on the Notes will be franked at the same rate as dividends on the
ANZ Holdings Ordinary Shares. ANZ Holdings has not yet paid a dividend, and
ANZ’s most recent ordinary dividend paid in December 2022 was franked at
100%. The level of franking may vary over time and Distributions may be
partially, fully or not franked.
If the potential value of the franking credits is taken into account in full,
the Distribution Rate of 4.3750% per annum in the example in Section 2.1.2
would be equivalent to an unfranked distribution rate of approximately
6.2500% per annum.
If any Distribution is not franked or only partially franked, the amount
of the cash Distribution will be increased to compensate for the unfranked
component, subject to the Payment Conditions. Clause 3.2 of the Note
Terms sets out the method of calculation for the additional payment.
For example, if the franking rate applicable to the Distribution was only 90%,
then the cash Distribution on each Note for that Distribution Period (if the
Distribution Period was for 91 days) would be calculated as follows:
Indicative Distribution Rate 4.3750% per annum
Multiplied by the Face Value x $100.00
Multiplied by the number of days
in the Distribution Period
16
x 91
Divided by 365 ÷ 365
Sub total $1.0908
Divided by 1 – (Tax Rate x (1 – Franking Rate)) 0.97
Indicative partially franked cash Distribution
payment for the Distribution Period per Note $1.1245
The above example is for illustrative purposes only. Actual Distributions
may be higher or lower than this example.
Holders should be aware that the potential value of any franking credits
does not accrue at the same time as the receipt of any cash Distribution and
will depend on the individual tax position of each Holder and the tax rules
that apply at the time of each Distribution.
If the corporate tax rate applicable to ANZ Holdings were to change,
the cash amount of Distributions and the amount of any franking credits
would change. For instance, if the tax rate decreases the cash amount of any
Distribution ANZ may pay would increase and the franking credits attached
to that Distribution would decrease.
The laws relating to the availability of franking and franking credits may
change. Holders should refer to the Taxation Summary in Section 7 and
seek professional advice in relation to their tax position.
Sections 6.1.7
and 6.1.19
Clause 3.2
of the Note Terms
16 Distribution Periods will otherwise generally contain 90 to 92 days.
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2.1 DISTRIBUTIONS (CONT)
2.1.4
What is the
BBSW Rate?
The BBSW Rate is a benchmark 3 month floating interest rate for the Australian
money market. It is used as a reference for the pricing, rate-setting and valuation
of Australian dollar financial securities and is administered by ASX and is
published on various information services. It changes to reflect supply and
demand in the cash and currency markets. The BBSW Rate for each Distribution
Period is set on the first Business Day of the relevant Distribution Period.
The graph below illustrates the movement in the BBSW Rate since 2006. The rate
on 14 February 2023 was 3.50% per annum.
3 Month BBSW Rate
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
5.0
5.5
6.0
6.5
7.0
7.5
8.0
8.5
9.0
BBSW Bill Rate
% per annum
Jan
20 06
Jan
20 07
Jan
20 08
Jan
20 09
Jan
20 10
Jan
20 11
Jan
20 12
Jan
20 13
Jan
20 14
Jan
20 15
Jan
20 16
Jan
20 17
Jan
20 18
Jan
20 19
Jan
20 20
Jan
20 21
Jan
20 22
Jan
20 23
0.0
The above graph is for illustrative purposes only and does not indicate,
guarantee or forecast the actual BBSW Rate. The actual BBSW Rate for the
first and subsequent Distribution Periods may be higher or lower than the
rates in the above graph.
If ANZ determines that BBSW has been affected by a “Reference Rate
Disruption Event”, ANZ may select an alternative reference rate that it
considers appropriate and make other related changes to the Terms (subject,
in each case, to APRA’s prior written approval). Broadly, a “Reference Rate
Disruption Event” occurs where BBSW has been discontinued or has ceased to
be generally accepted in the Australian market for securities such as the Notes.
ANZ is required to act in good faith and in a commercially reasonable manner
in selecting an alternative reference rate, and may consult with sources that it
considers appropriate, but may otherwise exercise its discretion.
Clause 3.1 of
the Note Terms
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2.1 DISTRIBUTIONS (CONT)
2.1.5
When are the
Distribution
Payment Dates?
Subject to ANZ’s absolute discretion and the Payment Conditions,
Distributions are payable quarterly in arrears on the Distribution Payment
Dates. The first Distribution Payment Date is 20 June 2023.
Subsequent Distribution Payment Dates occur on 20 March, 20 June, 20
September and 20 December each year. If any of these dates are not Business
Days, then the Distribution Payment Date will occur on the next Business Day.
In addition, if Exchange occurs on a day that is not a scheduled Distribution
Payment Date (other than an Exchange as a result of a Trigger Event, in which
case all rights to payment of Distributions are terminated), Holders whose
Notes are being Exchanged will also receive a Distribution in respect of those
Notes for the period from the immediately preceding Distribution Payment
Date to (but excluding) the date on which Exchange occurs, subject to ANZ’s
absolute discretion and the Payment Conditions.
Clauses 3.3, 3.5
and 17.2 of the
Note Terms
2.1.6
What are
the Payment
Conditions?
Distributions may not always be paid. The payment of each Distribution is
subject to ANZ’s absolute discretion and no Payment Condition existing in
respect of the relevant Distribution Payment Date.
A Payment Condition will exist where:
• the payment of Distributions will result in ANZ (on a Level 1 basis) or
the ANZ Group (on a Level 2 basis or, if applicable, a Level 3 basis) not
complying with APRA’s then current capital adequacy requirements;
•the payment of Distributions would result in ANZ becoming, or being
likely to become, insolvent for the purposes of the Corporations Act; or
•APRA objects to the payment of the Distribution.
All payments are subject to applicable law.
Clauses 3.3, 13.9
and 17.2 of the
Note Terms
2.1.7
What is the
Distribution
Restriction and
when will it apply?
If for any reason a Distribution has not been paid in full on a Distribution
Payment Date (the Relevant Distribution Payment Date), ANZ must not,
subject to certain exceptions, without approval of a Special Resolution, until
and including the next quarterly Distribution Payment Date:
•resolve to pay or pay any ANZ Ordinary Share Dividend; or
•undertake any Buy-Back (as defined in the Note Terms) or Capital Reduction,
unless the Distribution is paid in full within 3 Business Days of the Relevant
Distribution Payment Date.
There is no restriction on ANZ Holdings resolving to pay or paying any
dividend on, or buying back, or reducing capital on, ANZ Holdings Ordinary
Shares. However, ANZ Holdings capacity to do so may be reduced by the
application of the Distribution Restriction on ANZ.
Clauses 3.7
and 3.8 of the
Note Terms
2.1.8
Are any deductions
made on the
Distributions?
ANZ may deduct from any Distribution payable in accordance with the
Note Terms the amount of any tax required by law to be deducted in
respect of such amount.
ANZ may also make a deduction on account of FATCA and is not required
to pay an additional amount (or take any further action) where it has made
a deduction on account of tax or FATCA.
Clauses 13.10
and 13.11 of the
Note Terms
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2.1 DISTRIBUTIONS (CONT)
2.1.9
How will
Distributions
be paid?
Distributions are scheduled to be paid to Holders whose details are recorded
with the Registry on the relevant Record Date (as defined in the Note Terms).
Distributions and any other amount payable will be paid by:
•electronic transfer to an Australian dollar bank account maintained in
Australia with a financial institution nominated by the Holder; or
•at ANZ’s option, if no such account is nominated, sending a cheque
to the address of the Holder.
To receive a payment, a Holder will need to notify the Registry by close of
business on the relevant Record Date (as defined in the Note Terms) of an
Australian dollar bank account maintained in Australia with a financial
institution to which payment should be made. If the Holder does not so notify
the Registry, or the payment does not complete, the amount will be held as a
non-interest bearing deposit until such account is nominated, claims may no
longer be made in respect of that amount or ANZ deals with the amount in
accordance with the laws relating to unclaimed moneys.
Clause 13 of the
Note Terms
2.2 MANDATORY CONVERSION
ANZ Capital Notes 8 do not have a maturity date but are scheduled to be Converted into ANZ Holdings Ordinary Shares on
20 September 2032 if the Notes have not been Exchanged prior to that date, provided that certain conditions are met.
These conditions may never be satisfied and therefore Notes may never Convert into ANZ Holdings Ordinary Shares.
2.2.1
When is the
Mandatory
Conversion Date?
The Mandatory Conversion Date is 20 September 2032 or if the Mandatory
Conversion Conditions are not satisfied on that date, the first Distribution
Payment Date on which the Mandatory Conversion Conditions are satisfied.
Clause 4.2 of the
Note Terms
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2.2 MANDATORY CONVERSION (CONT)
2.2.2
What are the
Mandatory
Conversion
Conditions?
Conversion will not occur unless all the Mandatory Conversion Conditions
are satisfied.
The Mandatory Conversion Conditions are:
•First Mandatory Conversion Condition: the VWAP on the 25th Business
Day before a potential Mandatory Conversion Date is greater than 56.00%
of the Issue Date VWAP.
•Second Mandatory Conversion Condition: the VWAP during the period
of 20 Business Days in which trading in ANZ Holdings Ordinary Shares took
place before a potential Mandatory Conversion Date is greater than 50.51%
of the Issue Date VWAP.
•Third Mandatory Conversion Condition: no Delisting Event applies to
ANZ Holdings Ordinary Shares in respect of the possible Mandatory
Conversion Date. Broadly, a Delisting Event occurs when ANZ Holdings is
delisted, ANZ Holdings Ordinary Shares have been suspended from trading
for a certain period, or ANZ or ANZ Holdings is prevented by applicable law
or any other reason from performing any of their obligations necessary to
effect Conversion of the Notes.
The following diagram illustrates the operation of the conditions.
Mandatory
Conversion
Date
Business
Days
prior
to the
Mandatory
Conversion
Date
Note: These dates are subject to adjustments to account for any days where
trading in ANZ Holdings Ordinary Shares does not occur.
20 Day VWAP Period
201
025
First
Mandatory
Conversion
Condition
Second
Mandatory
Conversion
Condition
Third
Mandatory
Conversion
Condition
Ordinary Shares
are listed on ASX
VWAP > 50.51% of
Issue Date VWAP
VWAP > 56% of
Issue Date VWAP
Clauses 4.3, 6.1
and 17.2 of the
Note Terms
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2.2 MANDATORY CONVERSION (CONT)
2.2.3
What are the
reasons for
the Mandatory
Conversion
Conditions?
It is intended that upon Mandatory Conversion of a Note, the Holder receives
ANZ Holdings Ordinary Shares worth approximately $101 that are capable of
being sold on ASX.
There is a cap on the maximum number of shares that Holders can be issued
on conversion of an instrument such as ANZ Capital Notes 8 due to Prudential
Standards and ratings agency requirements. The maximum number is based
on the Issue Date VWAP of ANZ Holdings Ordinary Shares and, in the case of
Mandatory Conversion, is set by dividing the Face Value of the Notes by 50%
of the Issue Date VWAP.
If the price of ANZ Holdings Ordinary Shares were to fall significantly and there
were no Mandatory Conversion Conditions, the number of ANZ Holdings
Ordinary Shares that you would receive might be limited by that cap and in
that case the value of those ANZ Holdings Ordinary Shares would be likely to
be less than $101. To give Holders some protection against receiving ANZ
Holdings Ordinary Shares worth less than approximately $101, the First and
Second Mandatory Conversion Conditions have been included, so that where
the VWAP of ANZ Holdings Ordinary Shares has fallen to less than the specified
percentage of the Issue Date VWAP, Mandatory Conversion is deferred.
So that Holders receive ANZ Holdings Ordinary Shares on Conversion that are
capable of being sold on ASX, the Third Mandatory Conversion Condition has
been included. Essentially, it provides that if ANZ Holdings Ordinary Shares are
not listed, Mandatory Conversion is deferred.
Clauses 4.3 and 6
of the Note Terms
2.2.4
Until when is
Mandatory
Conversion deferred
if the Mandatory
Conversion
Conditions are
not satisfied?
If any of the Mandatory Conversion Conditions are not satisfied, Mandatory
Conversion is deferred until the next Distribution Payment Date on which all
of the Mandatory Conversion Conditions are satisfied. Since the Mandatory
Conversion Conditions may never be satisfied, Mandatory Conversion may
never occur.
Clauses 4.2
and 4.3 of the
Note Terms
2.2.5
How does
Conversion occur?
If a Note is Converted on the Mandatory Conversion Date, on that date:
•the Note will be automatically transferred from the Holder to
ANZ Holdings; and
•ANZ Holdings will issue to the Holder the number of ANZ Holdings
Ordinary Shares calculated using the formula set out below.
ANZ, ANZ BH and ANZ Holdings have agreed that where a Conversion occurs,
ANZ Holdings will subscribe for ordinary shares in ANZ BH and ANZ BH will
subscribe for ANZ Ordinary Shares, in each case, for aggregate consideration
equal to the aggregate Face Value of Notes being Converted. These steps are
referred to as “Related Conversion Steps”.
Clause 6.1 of the
Note Terms
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2.2 MANDATORY CONVERSION (CONT)
2.2.6
How many ANZ
Holdings Ordinary
Shares will Holders
receive on
Mandatory
Conversion?
If Notes are Converted on the Mandatory Conversion Date, Holders will
receive a number of ANZ Holdings Ordinary Shares per Note that is equivalent
to the number calculated using the following formula:
Face Value
99% x VWAP
The VWAP for this purpose is the VWAP during the 20 Business Days on which
trading in ANZ Holdings Ordinary Shares took place before the Mandatory
Conversion Date.
In the above calculation there is a small Conversion discount since selling
costs are likely to apply to the sale of ANZ Holdings Ordinary Shares on ASX.
For example, assuming the VWAP is $26.00, the number of ANZ Holdings
Ordinary Shares a Holder would receive following Conversion on a Mandatory
Conversion Date would be calculated as follows:
Face Value $100.00
Divided by VWAP x 0.99 ÷ 25.74
Ordinary Shares per Note 3.8850
Assuming the price of those ANZ Holdings Ordinary Shares on the
Mandatory Conversion Date is also $26.00, the aggregate value of those
ANZ Holdings Ordinary Shares (calculated by multiplying 3.8850 by $26.00)
would be approximately $101.
The above example is for illustrative purposes only. The actual VWAP and
the number of ANZ Holdings Ordinary Shares Holders might receive on
Conversion on the Mandatory Conversion Date may be higher or lower
than in this example.
Clauses 6
and 17.2 of the
Note Terms
2.2.7
What is the Issue
Date VWAP?
The Issue Date VWAP is the VWAP during the period of 20 Business Days on
which trading in ANZ Holdings Ordinary Shares took place immediately
preceding (but not including) the first date on which Notes were issued,
subject to certain adjustments (described in Section 2.2.8 below).
Clause 17.2 of
the Note Terms
2.2.8
What adjustments
to the Issue Date
VWAP are made to
account for
changes to ANZ
Holdings’ capital
and what is their
effect?
The Issue Date VWAP may be adjusted to reflect a consolidation, division or
reclassification of ANZ Holdings Ordinary Shares and pro rata bonus issues as
set out in the Note Terms (but not other transactions, including rights issues,
which may affect the capital of ANZ Holdings). Since the First Mandatory
Conversion Condition and Second Mandatory Conversion Condition are
expressed in terms of percentages of the Issue Date VWAP, an adjustment
alters the VWAP of ANZ Holdings Ordinary Shares at which those conditions
would be satisfied.
However, no adjustment shall be made to the Issue Date VWAP where such
adjustment (rounded if applicable) would be less than one per cent of the
Issue Date VWAP then in effect.
Clauses 6.2 to 6.8
of the Note Terms
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2.3 OPTIONAL EXCHANGE BY ANZ
ANZ Capital Notes 8 have no fixed maturity but ANZ may choose to Exchange all or some ANZ Capital Notes 8 on an
Optional Exchange Date or after a Tax Event or Regulatory Event occurs, in each case if APRA has given its approval and
certain conditions are met. In addition, ANZ (or any other member of the ANZ Group) may at any time purchase Notes in
the open market or otherwise, at any price (subject to the prior written approval of APRA).
2.3.1
What does
Exchange mean?
Exchange means:
•Notes are Converted into a variable number of ANZ Holdings Ordinary
Shares with a value
17
of approximately $101 per Note;
•Notes are Redeemed for $100 per Note;
•Notes are Resold to a purchaser nominated by ANZ (that cannot be ANZ,
ANZ Holdings or any other Related Entity of ANZ) for $100 per Note; or
•a combination of the above.
No Exchange elected by ANZ will occur without APRA’s prior written
approval and unless certain conditions are met.
Holders should not expect that APRA will give its approval for any Exchange.
Clauses 5, 6, 7, 8
and 17.2 of the
Note Terms
2.3.2
When are
the Optional
Exchange Dates?
The Distribution Payment Date falling on 20 March 2030, 20 June 2030 or
20 September 2030.
Clause 17.2 of
the Note Terms
2.3.3
What is a
Tax Event?
Broadly, a Tax Event will occur if ANZ receives professional advice that,
as a result of:
•a change in the tax law in Australia;
•an administrative pronouncement or ruling affecting taxation in Australia; or
•a challenge by a taxing authority in Australia in connection with the Notes,
on or after the Issue Date (and which on the Issue Date was not expected by
ANZ to occur), there is more than an insubstantial risk which the Directors
determine to be unacceptable that ANZ, ANZ Holdings or another member
of the ANZ Group would be exposed to more than a de minimis adverse tax
consequence or increased cost in relation to Notes being on issue or any
Distribution would not be a frankable distribution for tax purposes.
Clauses 5.1
and 17.2 of the
Note Terms
17 Based on the VWAP during a period, being 20 Business Days, on which trading in ANZ Holdings Ordinary Shares took place immediately preceding the Exchange
Date. The VWAP of ANZ Holdings Ordinary Shares during the relevant period before the Exchange Date that is used to calculate the number of ANZ Holdings
Ordinary Shares that Holders receive may differ from the Ordinary Share price on or after the Exchange Date. This means that the value of ANZ Holdings Ordinary
Shares received may be more or less than anticipated when they are issued or thereafter.
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2.3 OPTIONAL EXCHANGE BY ANZ (CONT)
2.3.4
What is a
Regulatory Event?
Broadly, a Regulatory Event will occur if:
•ANZ receives legal advice that, as a result of a change of Australian
law or regulation or any statement of APRA on or after the Issue Date
(and which on the Issue Date was not expected by ANZ to occur)
(a Regulatory Change),
−additional requirements (which are more than de minimis) would
be imposed on ANZ or ANZ Holdings; or
−there would be a negative impact on ANZ or ANZ Holdings in
relation to Notes which is more than de minimis,
and which the Directors determine to be unacceptable; or
•the Directors determine that, as a result of a Regulatory Change, ANZ is
not or will not be entitled to treat all Notes as Additional Tier 1 Capital.
Clauses 5.1 and
17.2 of the Note
Terms
2.3.5
Are there
restrictions on
which Exchange
Method ANZ
may choose?
Yes. Please see Sections 2.3.6 and 2.3.8 below. In addition, where there is an
Exchange on an Optional Exchange Date and the Exchange Method is
Conversion, the Exchange Notice must be given no earlier than 25 Business
Days before the Optional Exchange Date. Where the Exchange Method is
Redemption or Resale, the notice period is only 5 Business Days.
Clause 5.2 of the
Note Terms
2.3.6
What are the
conditions or
restrictions on
Conversion as the
Exchange Method?
If ANZ wishes to Exchange Notes by Converting them, there are two types
of restrictions which apply:
•Restrictions on choosing to Convert
ANZ may not choose to Convert Notes if on the second Business Day
before the date on which an Exchange Notice is to be sent:
−the VWAP is less than or equal to 22.50% of the Issue Date VWAP; or
−a Delisting Event has occurred.
•Restrictions on completing the Conversion
If ANZ has sent an Exchange Notice, ANZ must not Convert the Notes
if the Second Mandatory Conversion Condition or the Third Mandatory
Conversion Condition would not be satisfied in respect of the Exchange
Date. This restriction is tested as if the Exchange Date were a possible
Mandatory Conversion Date and as if the Second Mandatory Conversion
Condition referred to 20.21% of the Issue Date VWAP.
If that occurs, ANZ will notify Holders and the Conversion will be deferred
until the next Distribution Payment Date on which the Mandatory
Conversion Conditions would be satisfied.
The percentages used in the above conditions are derived from market
precedents and the cap on the number of ANZ Holdings Ordinary Shares
that are permitted to be issued in these circumstances under the Prudential
Standards and ratings agency requirements. The cap in the case of Conversion
in these circumstances is set by dividing the Face Value of the Notes by 20%
of the Issue Date VWAP.
Clauses 5.2, 5.4
and 5.5 of the
Note Terms
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2.3 OPTIONAL EXCHANGE BY ANZ (CONT)
2.3.7
How many ANZ
Holdings Ordinary
Shares will Holders
receive if
Conversion is the
Exchange Method?
If the Notes are Converted on an Optional Exchange Date or following a
Tax Event or Regulatory Event, Holders will receive a variable number of ANZ
Holdings Ordinary Shares with a value of approximately $101 (based on a
VWAP during a period of 20 Business Days in which trading in ANZ Holdings
Ordinary Shares took place before the Conversion date).
On the Conversion date:
•the Notes being Converted will be automatically transferred from Holders
to ANZ Holdings; and
•ANZ Holdings will issue to Holders the number of ANZ Holdings Ordinary
Shares calculated as set out above.
Clauses 5 and 6
of the Note Terms
2.3.8
Are there any
restrictions on
Redemption?
ANZ may only elect to Redeem Notes with APRA’s prior written approval.
ANZ is not permitted to Redeem any Note at any time unless those Notes
being Redeemed are replaced concurrently or beforehand with Tier 1 Capital
of the same or better quality as the Notes and the replacement of the Notes is
done under conditions that are sustainable for ANZ’s income capacity, or APRA
is satisfied that the capital position of the ANZ Level 1 Group, the ANZ Level 2
Group and, if applicable, the ANZ Level 3 Group is well above its minimum
capital requirements after ANZ elects to Redeem the Notes.
Clauses 5.2(c) and
7 of the Note
Terms
2.3.9
What happens
on Resale?
ANZ may only elect to Resell Notes with APRA’s prior written approval. If ANZ
elects for Notes to be Resold, subject to payment by the Purchaser of the Face
Value of those Notes, the Holder’s Notes will be transferred to the Purchaser on
the Exchange Date. If the Purchaser does not pay the Face Value of any Notes,
these Notes will not be transferred and the Holder has no claim against ANZ
as a result of the non-payment.
ANZ may appoint one or more Purchasers for the Resale on such terms as
may be agreed between ANZ and the Purchaser and to the extent that any
such terms may cause the Notes to cease to be Additional Tier 1 Capital, with
the prior written approval of APRA. These may include terms as to:
•the conditions of any Resale;
•the substitution of another entity as Purchaser; and
•the terms (if any) on which any Notes acquired by a Purchaser may
be dealt with.
If ANZ appoints more than one Purchaser in respect of a Resale, all or any of
the Notes held by a Holder which are being Resold may be purchased by any
one or any combination of the Purchasers, as determined by ANZ.
ANZ may not appoint itself, ANZ Holdings or another Related Entity as
a Purchaser.
Clause 8 of the
Note Terms
2.3.10
What factors
will influence
ANZ’s decision
to Exchange
the Notes?
ANZ will consider a number of factors when determining whether to
Exchange all or some Notes on an Optional Exchange Date or after a Tax Event
or Regulatory Event occurs. Those factors will include, among other things,
ANZ’s regulatory capital requirements and financial condition at the time, the
market conditions prevailing at the time and the cost to ANZ of replacing the
Notes with another form of Additional Tier 1 Capital.
2.3.11
Can Holders
request Exchange?
Holders do not have a right to request Exchange.Clause 9.10(g) of
the Note Terms
2.3.12
Purchases
ANZ, ANZ Holdings or any other member of the ANZ Group may at any time
purchase Notes in the open market or otherwise, at any price (subject to the
prior written approval of APRA).
Clause 5.6 of the
Note Terms
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2.4 CONVERSION FOLLOWING A CHANGE OF CONTROL EVENT
If a Change of Control Event occurs, ANZ must give a notice to Convert all ANZ Capital Notes 8 on issue into a number of
ANZ Holdings Ordinary Shares.
2.4.1
When will a
Change of Control
Event occur?
Broadly, a Change of Control Event occurs if:
•steps are taken to acquire control of ANZ or ANZ Holdings by a takeover
bid or a scheme of arrangement and certain further approvals or conditions
needed for the acquisition to occur or be implemented have been met; or
•an entity outside the ANZ Group acquires (or comes to hold beneficially)
more than 50% of the voting shares in ANZ’s capital.
Not all corporate activities that have the effect of a change of control of ANZ
or ANZ Holdings or their respective business operations will be a Change of
Control Event, in particular if APRA intervenes as described in Section 6.1.13.
Clauses 4.10 and
17.2 of the Note
Terms
2.4.2
What happens
on a Change of
Control Event?
If a Change of Control Event occurs, ANZ must, subject to certain further
restrictions, give a Change of Control Conversion Notice to Convert each
Note into a number of ANZ Holdings Ordinary Shares with a value of
approximately $101 (based on the VWAP during a period, usually 20 Business
Days, on which trading in ANZ Holdings Ordinary Shares took place
immediately preceding (but not including) the Business Day before the
Change of Control Conversion Date).
18

On the Change of Control Conversion Date:
•the Notes will be automatically transferred from Holders to ANZ Holdings;
and
•ANZ Holdings will issue to Holders the number of ANZ Holdings Ordinary
Shares calculated as set out above.
Clauses 4.10 and
17.2 of the Note
Terms
2.4.3
What are the
restrictions on
Conversion on a
Change of Control
Conversion Date?
Following the occurrence of a Change of Control Event, ANZ may not
proceed to Convert Notes if, on the date on which Conversion is to occur
(Change of Control Conversion Date), certain further restrictions apply.
These Conversion restrictions on the Change of Control Conversion
Date apply if the Second Mandatory Conversion Condition (applied as
if it referred to 20.21% of the Issue Date VWAP) or the Third Mandatory
Conversion Condition would not be satisfied in respect of the Change of
Control Conversion Date as if the Change of Control Conversion Date were
a possible Mandatory Conversion Date.
The percentages used in the above conditions are derived from market
precedents and the cap on the number of ANZ Holdings Ordinary Shares
that are permitted to be issued in these circumstances under the Prudential
Standards and ratings agency requirements.
Clause 4.10 of the
Note Terms
2.4.4
What happens if
Conversion does
not occur on a
Change of Control
Conversion Date?
If ANZ has given a Change of Control Conversion Notice but the restrictions
prevent Conversion, ANZ will give a new Change of Control Conversion
Notice to Convert the Notes on the next Distribution Payment Date (under
clause 3.5(a) of the Note Terms). Conversion will not occur if the restrictions
described in Section 2.4.3 apply on that date. This process will be repeated
until a Conversion occurs.
Section 2.4.3
Clause 4.10 of
the Note Terms
18 If Conversion occurs as a result of a Change of Control Event, the period for calculating the VWAP may be less than 20 Business Days on which trading in ANZ
Holdings Ordinary Shares took place immediately preceding (but not including) the Business Day before the Change of Control Conversion Date. See clause 17.2
(definition of “VWAP Period”) of the Note Terms. The VWAP during the relevant period before the Change of Control Conversion Date that is used to calculate the
number of ANZ Holdings Ordinary Shares that Holders receive may differ from the ANZ Holdings Ordinary Share price on or after the Change of Control
Conversion Date. This means that the value of ANZ Holdings Ordinary Shares received may be more or less than anticipated when they are issued or thereafter.
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2.5 AUTOMATIC CONVERSION FOLLOWING A TRIGGER EVENT
ANZ Capital Notes 8 are required to be Converted following the occurrence of a Trigger Event.
The Mandatory Conversion Conditions do not apply to a Conversion following a Trigger Event. The number of ANZ
Holdings Ordinary Shares that Holders will receive on a Conversion in these circumstances will not be greater than the
Maximum Conversion Number.
A Trigger Event may occur where ANZ encounters severe financial difficulty. In the event of a Conversion following a
Trigger Event, depending on the market price of ANZ Holdings Ordinary Shares at the relevant time, Holders are likely to
receive ANZ Holdings Ordinary Shares that are worth significantly less than approximately $101 for each Note they hold
and to suffer loss as a consequence. If the Notes are not Converted for any reason (including an Inability Event) they will be
Written Off, which means those Notes will never be Converted or Exchanged, all rights in relation to those Notes will be
terminated, and Holders will not have their capital repaid.
2.5.1
What is a
Trigger Event?
There are two types of Trigger Events:
•a Common Equity Capital Trigger Event; and
•a Non-Viability Trigger Event.
Common Equity Capital Trigger Event
A Common Equity Capital Trigger Event will occur if, at any time ANZ
determines, or APRA has notified ANZ in writing that it believes, that
a Common Equity Capital Ratio is equal to or less than 5.125%.
ANZ must immediately notify APRA in writing if it makes such a determination.
The Common Equity Capital Ratio is the ratio of Common Equity Tier 1 Capital
of the ANZ Level 1 Group or the ANZ Level 2 Group (as applicable) (including
ANZ Ordinary Shares, retained earnings and certain reserves but net of Common
Equity Tier 1 Capital Deductions) to the risk weighted assets of the ANZ Level 1
Group or the ANZ Level 2 Group respectively, as prescribed by APRA.
See Section 5.6 for more information about ANZ's Common Equity Capital Ratio.
A Non-Viability Trigger Event
A Non-Viability Trigger Event will occur if, at any time:
•APRA notifies ANZ in writing that conversion or write off of Relevant
Securities is necessary because, without it, APRA considers that ANZ would
become non-viable; or
•APRA notifies ANZ in writing that it has determined that without a public
sector injection of capital (or equivalent support) ANZ would become
non-viable.
APRA has not provided specific guidance on when it will consider an entity to
be non-viable. However, APRA has indicated that non-viability is likely to arise
prior to the insolvency of an ADI. Non-viability could be expected to include
serious impairment of ANZ’s financial position and insolvency; however, it is
possible that APRA’s definition of non-viable may not necessarily be confined
to solvency or capital measures and APRA’s position on these matters may
change over time.
Sections 5.6
and 6.1.11
Clauses 4.5, 4.6,
4.9 and 17.2 of
the Note Terms
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2.5 AUTOMATIC CONVERSION FOLLOWING A TRIGGER EVENT (CONT)
2.5.2
What happens
following a
Trigger Event?
ANZ may be required to Convert a number of Notes into ANZ Holdings
Ordinary Shares following the occurrence of a Trigger Event. If a Trigger Event
occurs, ANZ must Convert the Notes immediately on that day. On Conversion,
the Notes will be automatically transferred from Holders to ANZ Holdings and
ANZ Holdings will issue to Holders the number of ANZ Holdings Ordinary
Shares calculated as set out below.
ANZ must notify Holders as soon as practicable of a Trigger Event occurring,
but the Conversion occurs whether or not that notice is given. Conversion in
these circumstances is not subject to the Mandatory Conversion Conditions
(or any other conditions) and so cannot be stopped for those reasons.
If Conversion has not been effected within 5 Business Days after the Trigger
Event Conversion Date for any reason (including an Inability Event), the Notes
will be Written Off with effect on and from the Trigger Event Conversion Date
and a Holder will suffer loss as a consequence.
If a Note is Written Off:
•the Note will not be Converted on that date and will not be Exchanged
on any other date; and
•the relevant Holder’s rights (including to payment of Distributions and
Face Value) in relation to such Note are immediately and irrevocably
terminated and written off.
Clauses 4.7, 4.8,
4.9, 6.1 and 6.13
of the Note Terms
2.5.3
How many ANZ
Holdings Ordinary
Shares will Holders
receive if Notes are
Converted on a
Trigger Event
Conversion Date?
If Notes are Converted on a Trigger Event Conversion Date, Holders will receive
a number of ANZ Holdings Ordinary Shares per Note that is equivalent to the
number calculated using the following formula, being subject to a cap so that
the number of ANZ Holdings Ordinary Shares received is limited to the
Maximum Conversion Number:
Face Value
99% x VWAP
The cap imposed by the Maximum Conversion Number is likely to mean that
fewer, and possibly significantly fewer, ANZ Holdings Ordinary Shares would
be received by a Holder than if this cap did not exist. This is explained further
in Section 2.5.4.
The VWAP for this purpose is the VWAP during the 5 Business Days on which
trading in ANZ Holdings Ordinary Shares took place immediately preceding
(but not including) the Trigger Event Conversion Date (when the price of ANZ
Holdings Ordinary Shares may be low).
In the above calculation there is a small Conversion discount since selling
costs are likely to apply to the sale of ANZ Holdings Ordinary Shares on ASX.
Clauses 6.1 to 6.7
of the Note Terms
2.5.4
What is the
Maximum
Conversion
Number?
The Maximum Conversion Number in the case of a Trigger Event is
determined using the following formula:
Face Value
Issue Date VWAP x 0.2
This formula is derived from market precedents and the cap on the number
of ANZ Holdings Ordinary Shares that are permitted to be issued in these
circumstances under the Prudential Standards and ratings agency requirements.
This means that, depending on the market price of ANZ Holdings Ordinary
Shares at the relevant time, a Holder is likely to receive significantly less than
approximately $101 worth of ANZ Holdings Ordinary Shares per Note and is
likely to suffer a loss as a consequence.
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2.5 AUTOMATIC CONVERSION FOLLOWING A TRIGGER EVENT (CONT)
2.5.5
Is there a
worked example
illustrating how
many ANZ
Holdings Ordinary
Shares a Holder
will receive on
Conversion
following a
Trigger Event?
This example illustrates how many ANZ Holdings Ordinary Shares a Holder
will receive per Note following Conversion on a Trigger Event Conversion
Date assuming the VWAP is $4.50 and the Issue Date VWAP is $26.00.
This example is for illustrative purposes only. The actual VWAP, Issue Date
VWAP and Maximum Conversion Number may be higher or lower than in this
example and Issue Date VWAP may be adjusted after the Issue Date in limited
circumstances (see Section 2.2.8).
Step 1 – Calculate the indicative number of Ordinary Shares using
the Conversion mechanics
Face Value $100.00
Divided by VWAP x 0.99 ÷ $4.4550
Ordinary Shares per Note 22.4467
Step 2 – Calculate the Maximum Conversion Number
Face Value $100.00
Divided by Issue Date VWAP × 0.2 ÷ $5.20
Ordinary Shares per Note =19.2308
Step 3 – Assess the effect of the Maximum Conversion Number
In this example, the Maximum Conversion Number is lower than the
indicative number of ANZ Holdings Ordinary Shares a Holder would receive
per Note calculated using the Conversion formula. As a result, the Maximum
Conversion Number would cap the number of ANZ Holdings Ordinary Shares
a Holder would receive per Note at 19.2308 ANZ Holdings Ordinary Shares. If
those ANZ Holdings Ordinary Shares were sold on ASX at the same price as
the VWAP (being $4.50), the Holder would receive $86.54 and have suffered a
loss on their investment of $13.46.
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2.5 AUTOMATIC CONVERSION FOLLOWING A TRIGGER EVENT (CONT)
2.5.6
How many
Notes need to
be Converted or
Written Off on the
occurrence of a
Trigger Event?
If a Trigger Event occurs, ANZ must convert or write off sufficient Relevant
Securities (including some or all Notes) to restore the Common Equity Capital
Ratio to a percentage above 5.125%, or to satisfy APRA that ANZ is viable
without further conversion or write off (as applicable).
If ANZ is required to Convert some Notes, ANZ will endeavour to Convert
Notes and convert into ANZ Holdings Ordinary Shares or write off other
Relevant Securities on an approximately pro-rata basis or in a manner that is
otherwise, in the opinion of ANZ, fair and reasonable. This is subject to such
adjustment as ANZ may determine to take account of the effect on
marketable parcels and the need to round to whole numbers the number
of ANZ Holdings Ordinary Shares and any Notes or other Relevant Securities
remaining on issue. In addition, where the Relevant Securities are in different
currencies, ANZ may treat the Relevant Securities as if converted into a
single currency at rates of exchange it considers reasonable. However, this
determination must not impede the immediate Conversion of the relevant
number of Notes.
Holders should be aware that:
•Relevant Securities such as Notes, CN3, CN4, CN5, CN6 and CN7 will be
converted or written off before any Tier 2 Capital instruments are converted
or written off;
•ANZ has no obligation to maintain on issue any Relevant Securities and
does not, and may never, have on issue Relevant Securities which require
them to be converted or written off before the Notes or in full; and
•where a Non-Viability Trigger Event occurs because APRA determines that,
without a public sector injection of capital or equivalent support, ANZ
would become non-viable, all the Notes will be Converted.
The Conversion of Notes into ANZ Holdings Ordinary Shares on the Trigger
Event Conversion Date following the occurrence of a Trigger Event is not
subject to the Mandatory Conversion Conditions described in Section 2.2.2
being satisfied. This means that, due to the application of the Maximum
Conversion Number, depending on the market price of ANZ Holdings
Ordinary Shares at the time, Holders are likely to receive significantly less than
approximately $101 worth of ANZ Holdings Ordinary Shares per Note and to
suffer loss as a consequence.
Clauses 4.8, 4.9
and 9.11 of the
Note Terms
2.6 OTHER
2.6.1
Can ANZ issue
further Notes or
other instruments?
ANZ reserves the right to issue further securities of any kind (whether ranking
equally with, in priority to or junior to or having different rights from the
Notes) without the consent of Holders. ANZ Holdings also has the right to
issue shares or any other securities of any kind without the consent of Holders.
Notes do not:
•confer on Holders any right to subscribe for new securities in ANZ,
ANZ Holdings or any other member of the ANZ Group (other than on
Conversion) or to participate in any bonus issues of shares by ANZ,
ANZ Holdings or any other member of the ANZ Group;
•prevent ANZ, ANZ Holdings or any other member of the ANZ Group from
redeeming, buying back, returning capital on or converting any securities,
other than the Notes (except as described in Section 2.1.7); and
•prevent ANZ, ANZ Holdings or any other member of the ANZ Group from
incurring or guaranteeing any indebtedness upon such terms as it thinks
fit in its sole discretion.
Clause 9.11 of the
Note Terms
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2.6 OTHER (CONT)
2.6.2
What voting rights
do Notes carry?
Holders do not have voting rights at a meeting of members of ANZ,
ANZ Holdings or any other member of the ANZ Group.
Clause 10.2 of the
Note Terms
2.6.3
Can ANZ amend
the Note Terms?
Subject to complying with all applicable laws, ANZ may amend the Note
Terms without the consent of Holders in circumstances including where
ANZ reasonably considers the amendment:
•is made to correct a manifest error;
•is of a formal, minor or technical nature;
•is necessary to comply with any law, the provisions of any statute or the
requirements of any statutory authority;
•is made in accordance with ANZ’s adjustment rights in clause 6 of the
Note Terms;
•is expedient for the purposes of listing or clearing the Notes;
•amends certain dates or time periods in connection with Mandatory
Conversion or Exchange; or
•in any other case, will not materially adversely affect the rights of Holders
as a whole.
ANZ may also amend the Note Terms if:
•an Approved Successor Event occurs; or
• the amendment has been approved by a Special Resolution.
No amendment to the Note Terms is permitted without APRA’s prior written
approval if such amendment may affect the classification of Notes as
Additional Tier 1 Capital on a Level 1, Level 2 or (if applicable) Level 3 basis.
Clause 14 of the
Note Terms
2.6.4
What is an
Approved
Successor Event?
Subject to certain conditions (including the receipt of APRA’s prior written
approval where required), ANZ may elect to substitute an Approved Successor:
•as issuer of ordinary shares on Conversion; or
•to assume all obligations under the Note Terms.
ANZ may elect to substitute an Approved NOHC, ANZ Holdings or ANZ as
the Approved Successor, provided that, where such entity is to be substituted
as the issuer of ordinary shares on Conversion, its ordinary shares will be
quoted on ASX immediately after the substitution. Additionally, an Approved
Successor can only be substituted if, following the substitution, the Notes are
expected to remain quoted on the ASX.
In connection with an Approved Successor Event, ANZ may:
•make any amendments it considers to be reasonably necessary and
appropriate to effect the substitution consistent with the requirements
of APRA in relation to Additional Tier 1 Capital and instruments eligible to
fund Additional Tier 1 Capital;
•where the Approved Successor Event involves ANZ Holdings or an Approved
NOHC assuming all obligations in connection with the Notes, appoint a trustee
for Holders and reconstitute the Notes under a trust deed compliant with
Chapter 2L of the Corporations Act (unless not required to do so by applicable
law) and enter into such other documents or do any other things as ANZ
considers to be reasonably necessary or appropriate to effect the substitution
consistent with the requirements of APRA in relation to Additional Tier 1
Capital and instruments eligible to fund Additional Tier 1 Capital; and
•where the Approved Successor Event involves an Approved Successor
substituted only in respect of Conversion of Notes, make certain
amendments to the definition of Conversion to enable the substitution of
the Approved Successor as issuer of ordinary shares on Conversion.
Clauses 11.1, 14.2
and 17.2 of the
Note Terms
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2.6 OTHER (CONT)
Holders do not have any right to vote on an Approved Successor Event and
Holders have no rights to require ANZ to give an Approved Successor Notice.
2.6.5
What is the ANZ
Capital Notes 8
Deed Poll?
A trustee has not been appointed for ANZ Capital Notes 8. Instead, the ANZ
Capital Notes 8 Deed Poll has been made by ANZ and ANZ Holdings in favour
of each person who is from time to time a Holder. The ANZ Capital Notes 8
Deed Poll gives legal effect to ANZ’s and ANZ Holdings’ obligations in the
Note Terms.
Under the ANZ Capital Notes 8 Deed Poll, ANZ also undertakes to appoint
the Registry and procure the Registry to establish and maintain a principal
Register.
The ANZ Capital Notes 8 Deed Poll also includes provisions for meetings
of Holders.
Holders will be bound by the terms of the ANZ Capital Notes 8 Deed Poll,
the Note Terms and this Prospectus when ANZ Capital Notes 8 are issued or
transferred to them or they purchase ANZ Capital Notes 8.
Each Holder can enforce ANZ’s and ANZ Holdings’ obligations under the ANZ
Capital Notes 8 Deed Poll, including the Note Terms and the provisions for
meetings, independently of the Registry and each other.
A copy of the ANZ Capital Notes 8 Deed Poll can be obtained from
capitalnotes.anz.com.
ANZ Capital
Notes 8 Deed Poll
2.6.6
What if a Holder
is not resident
in Australia?
If the Register indicates that a Holder’s address is outside of Australia (or ANZ
believes that a Holder may not be a resident of Australia) (such a Holder, a
Foreign Holder) and that Foreign Holder’s Notes are to be Converted, in
certain circumstances relevant ANZ Holdings Ordinary Shares may be issued
to a nominee (who may not be ANZ, ANZ Holdings or another Related Entity
of ANZ) who will sell those ANZ Holdings Ordinary Shares and pay a cash
amount equal to the net proceeds to the Foreign Holder.
Clauses 6.10
and 17.2 of the
Note Terms
2.6.7
What happens if
FATCA Withholding
is required to
be made?
Where a FATCA Withholding would be required or permitted to be made in
respect of ANZ Holdings Ordinary Shares issued on Conversion of Notes, the
ANZ Holdings Ordinary Shares which the Holder is obliged to accept will be
issued, at ANZ's election, either:
•to the Holder net of FATCA Withholding and issue the balance of ANZ
Holdings Ordinary Shares to a nominee; or
•entirely to a nominee.
In each case, the nominee (which may not be ANZ, ANZ Holdings or another
Related Entity of ANZ) will sell the ANZ Holdings Ordinary Shares issued to it,
deal with any proceeds of their disposal in accordance with FATCA and, where
the ANZ Holdings Ordinary Shares have been issued entirely to the nominee,
pay a cash amount equal to the proceeds of their disposal net of any FATCA
Withholding and other amounts as specified in the Note Terms to the Holder.
Clause 6.11 of the
Note Terms
2.6.8
Where ANZ
Holdings Ordinary
Shares are issued
to a nominee, does
the nominee, ANZ
or ANZ Holdings
have any duties on
a sale?
None of ANZ, ANZ Holdings or the nominee owes any obligations or duties to
Holders in relation to the price at which ANZ Holdings Ordinary Shares are
sold or has any liability for any loss suffered by a Holder as a result of the sale
of ANZ Holdings Ordinary Shares.
Clause 6.14 of the
Note Terms
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2.6 OTHER (CONT)
2.6.9
Is there a time limit
on claims in respect
of the Notes?
Holders should be aware that ANZ is entitled to refuse any claim against it for
a payment under a Note where the claim is made more than 10 years (in the
case of Face Value) or 5 years (in the case of Distributions and other amounts)
from the date on which payment first became due.
Clause 13.4 of the
Note Terms
2.6.10
Are determinations
by ANZ binding?
Except where there is fraud or a manifest error, any determination or
calculation which ANZ makes in accordance with the Note Terms is final and
binds ANZ, the Registry and each Holder.
Clause 13.5 of the
Note Terms
2.6.11
Does set-off
apply to payments
in respect of
the Notes?
A Holder does not have any right to set-off against ANZ in respect of any claim
by ANZ against that Holder and will have no offsetting rights or claims on ANZ
if ANZ does not pay a Distribution when scheduled under the Note Terms.
ANZ may not exercise any right of set-off against a Holder in respect of any
claim by that Holder against ANZ.
Clause 9.5 of the
Note Terms
2.6.12
What is the power
of attorney?
Each Holder agrees to appoint each of ANZ, ANZ Holdings, their respective
officers and any External Administrator of ANZ or ANZ Holdings (each an
Attorney) severally to be the attorney of the Holder with power in the name
and on behalf of the Holder to sign all documents and transfers and do any
other thing as may in the Attorney’s opinion be necessary or desirable to be
done in order for the Holder to observe or perform the Holder’s obligations
under these Note Terms including, but not limited to, effecting any transfers
or Conversion of Notes, making any entry in the Register or exercising any
voting power in relation to any consent or approval required for Conversion,
Redemption or Resale or in respect of an Approved Successor Event or the
transfer of Notes to an Approved NOHC.
Clause 9.9 of the
Note Terms
2.6.13
What are the
tax implications
of investing
in the Notes?
Information about the Australian tax consequences of investing in the
Notes is set out in Section 7.
The tax implications of investing in Notes will depend on an investor’s
individual circumstances. Potential investors should obtain their own
tax advice.
Section 7
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THIS SECTION SETS OUT:
THE OPTIONS AVAILABLE TO CN3 HOLDERS;
THE DIFFERENCE BETWEEN CN3 AND
ANZ CAPITAL NOTES 8;
FURTHER INFORMATION ABOUT
PARTICIPATING IN THE REINVESTMENT
OFFER AND HOW TO REINVEST YOUR
CN3 REDEMPTION PROCEEDS INTO ANZ
CAPITAL NOTES 8; AND
THE RISKS ASSOCIATED WITH PARTICIPATING
IN THE REINVESTMENT OFFER.
03
SECTION 03
ABOUT THE
REINVESTMENT
OFFER
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39

TopicSummary
3.1 THE REINVESTMENT OFFER
3.1.1
What are CN3?
CN3 (or ANZ Capital Notes 3) are fully paid, non-cumulative, convertible, transferable, redeemable,
subordinated, perpetual, unsecured notes that were issued by ANZ on 5 March 2015. The CN3 terms
were amended on 3 January 2023 to reflect the establishment of ANZ Holdings as the head entity
of the ANZ Group. CN3 trade on the ASX under the ASX code “AN3PF”.
3.1.2
What is
happening to
CN3?
On 15 February 2023, ANZ (acting through its New Zealand branch) issued a redemption notice
in accordance with the CN3 terms. The redemption notice confirms that on 24 March 2023, ANZ
will redeem all CN3 for their face value of $100 per CN3 (CN3 Redemption Price). If you are an
Eligible CN3 Holder and participate in the Reinvestment Offer, your CN3 Redemption Proceeds
will be applied to subscribe for Notes (see below for further details).
The redemption notice is irrevocable (except as provided by the CN3 terms) but the CN3
Redemption may not occur for a number of reasons, including if a trigger event occurs under the
CN3 terms or APRA revokes its approval of the CN3 Redemption.
If the CN3 Redemption does not occur, except as a result of a trigger event occurring in respect
of the CN3, CN3 holders will continue to hold their CN3.
To facilitate the CN3 Redemption, the CN3 will cease trading on ASX on 8 March 2023.
A final distribution of $2.4408 per CN3 is scheduled to be paid by ANZ in respect of all CN3 on
24 March 2023 (subject to the payment conditions in the CN3 terms and ANZ's absolute discretion)
(Final CN3 Distribution). The record date for the Final CN3 Distribution is 7.00pm on 10 March
2023. All holders of CN3 on the record date will be entitled to receive the Final CN3 Distribution,
including Eligible CN3 Holders who participate in the Reinvestment Offer.
3.1.3
What is the
Reinvestment
Offer?
The Reinvestment Offer is an invitation to Eligible CN3 Holders to apply to have some or all
of their CN3 Redemption Proceeds reinvested into Notes.
19

If you are an Eligible CN3 Holder and you participate in the Reinvestment Offer, your CN3
Redemption Proceeds that you reinvest into Notes will be used to fund the Application Payment
for the Notes. Those CN3 Redemption Proceeds will not be paid to you.
Eligible CN3 Holders are not required to participate in the Reinvestment Offer and there is no
guarantee Applications under the Reinvestment Offer will be accepted.
19 The market price of CN3 is subject to change from time to time and CN3 holders may be able to sell or dispose of their CN3 at a price higher or lower than
the price they would receive for the CN3 under the CN3 Redemption (being $100 per CN3). The current market price of CN3 is available at the ASX website
(asx.com.au).
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3.1 THE REINVESTMENT OFFER (CONT)
3.1.4
What are my
options as a
CN3 holder?
Participate in the Reinvestment Offer
Eligible CN3 Holders can apply to participate in the Reinvestment Offer. All Applications
for the Reinvestment Offer must be submitted through a Syndicate Broker. Information on
how to apply to participate in the Reinvestment Offer is set out in Section 4.
Do not participate in the Reinvestment Offer
If you are not eligible to participate in the Reinvestment Offer, or if you are eligible but
choose not to participate, you can:
•take no action, in which case your CN3 Redemption Proceeds will be paid to you on
24 March 2023 along with the Final CN3 Distribution; or
•sell your CN3 on-market through your broker or otherwise at the prevailing market price.
Where you do so you:
−may have to pay brokerage and may receive a price greater or less than the face value
of $100 per CN3;
−will not be entitled to receive the Final CN3 Distribution if you are not a CN3 holder
on the record date for the distribution (7.00pm on 10 March 2023); and
−if eligible, may use the sale proceeds from any CN3 you sell to subscribe for Notes
under the New Money Offer before the Closing Date for the New Money Offer.
Purchase Notes under the New Money Offer
You can separately apply for Notes under the New Money Offer whether or not you apply to
participate in the Reinvestment Offer. All Applications for the New Money Offer and the
Reinvestment Offer must be made through a Syndicate Broker.
There are important differences between CN3 and ANZ Capital Notes 8 that Eligible
CN3 Holders should consider before applying to participate in the Reinvestment Offer.
See Section 3.2 for more information.
3.1.5
Am I eligible to
participate in the
Reinvestment
Offer?
Only Eligible CN3 Holders can apply to participate in the Reinvestment Offer.
To be an Eligible CN3 Holder, you must:
•have been a registered holder of CN3 at 7.00pm on 10 February 2023;
•be shown on the CN3 register as having an address in Australia;
•not be in the United States or acting as a nominee for, or for the account or benefit of,
a US Person or not otherwise be prevented from receiving the invitation to participate in the
Offer or ANZ Capital Notes 8 under the laws of any jurisdiction; and
•be an Institutional Investor or a client of a Syndicate Broker who is either:
−a Wholesale Investor; or
−a Retail Investor within the Notes Target Market who has received personal advice
from a licensed professional adviser.
3.1.6
How do I
participate in the
Reinvestment
Offer?
All Applications under the Reinvestment Offer must be made through a Syndicate Broker.
If you are a Retail Investor, you must seek professional advice as to whether you are within the
Notes Target Market and whether the investment in the Notes is suitable in light of your particular
objectives, financial situation and needs. Further information on how to apply to participate in the
Reinvestment Offer is set out in Section 4.
If you apply to participate in the Reinvestment Offer, you must ensure that you do not
otherwise sell or dispose of any of the CN3 the subject of your Application.
Eligible CN3 Holders who apply to participate in the Reinvestment Offer are taken to agree to
a holding lock being placed on the CN3 the subject of their Application until the Issue Date.
If CN3 the subject of a Reinvestment Offer Application are disposed of prior to the Closing Date for
the Reinvestment Offer, the number of Notes applied for will be reduced to equal the number of
CN3 available on the Closing Date for the Reinvestment Offer, which is expected to be 5.00pm on
9 March 2023.
An Application to participate in the Reinvestment Offer is irrevocable once submitted unless ANZ
gives notice that it will not accept the Application.
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TopicSummary
3.1 THE REINVESTMENT OFFER (CONT)
3.1.7
What distributions
will I receive as a
CN3 holder?
The Final CN3 Distribution of $2.4408 per CN3 is scheduled to be paid by ANZ in respect of all CN3
on 24 March 2023 (subject to the payment conditions in the CN3 terms and ANZ's absolute
discretion). The record date for the Final CN3 Distribution is 7.00pm on 10 March 2023. All holders
of CN3 on the record date will be entitled to receive the Final CN3 Distribution, including Eligible
CN3 Holders who participate in the Reinvestment Offer.
Any payment of the Final CN3 Distribution will be made via direct credit in accordance with your
existing CN3 payment instructions. If you have not provided direct credit details, ANZ will deal with
any payment in accordance with the CN3 terms.
If you wish to change your CN3 payment instructions for the payment of the Final CN3 Distribution
then you must provide updated instructions to the Registry by 7.00pm on 10 March 2023.
3.1.8
If I apply to
participate in the
Reinvestment
Offer, will I receive
a priority
allocation of
Notes?
Details on the allocation policy are set out in Section 4.4.3.
3.1.9
Can my
Application be
subject to any
scale back?
For information of any potential scale back under the Offer (including in respect of Applications
under the Reinvestment Offer), see Section 4.4.3.
3.1.10
What are the tax
implications of
participating in the
Reinvestment
Offer and will any
brokerage or
stamp duty be
payable?
A general outline of the Australian taxation implications for certain investors who are
Australian residents for tax purposes of participating in the Reinvestment Offer can be
found in the Australian Taxation Summary in Section 7.
No brokerage or stamp duty is payable in connection with the CN3 Redemption or the
reinvestment of your CN3 Redemption Proceeds in Notes.
CN3 Holders who choose to sell their CN3 on-market through their broker may be
required to pay applicable brokerage.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
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About the Reinvestment Offer
« CONTENTS
Investment Overview
About ANZ Capital Notes 8

3.2 WHAT ARE THE KEY DIFFERENCES BETWEEN CN3 AND ANZ CAPITAL
NOTES 8?
There are a number of differences between CN3 and ANZ Capital Notes 8 which you should be aware of before deciding to
apply to participate in the Reinvestment Offer. The following table describes the key features of the ANZ Capital Notes 8 and
CN3 and highlights the main differences between them. You should consider these differences in light of your investment
objectives, financial situation and particular needs (including financial and taxation issues) before deciding to apply for ANZ
Capital Notes 8.
TopicCN3ANZ Capital Notes 8
Issuer
ANZ acting through its New Zealand branchANZ
Protected under the
Financial Claims Scheme
NoNo
Te r m
Perpetual, subject to mandatory conversion
into ANZ Holdings Ordinary Shares on
24 March 2025 (approximately 10 years
after its issue date)
Perpetual, subject to Mandatory Conversion
into ANZ Holdings Ordinary Shares on
20 September 2032 (approximately 9.5
years after the Issue Date)
20
Margin
3.6%2.75%, as determined under the Bookbuild
Distribution rate
FloatingFloating
Distribution
payment dates
Half yearlyQuarterly
Rights if distributions
not fully franked
Franked, subject to gross up for any
unfranked portion
Franked, subject to gross up for any
unfranked portion
Conditions to payment
of distributions
Yes, subject to ANZ's absolute discretion
and certain payment conditions
Yes, subject to ANZ’s absolute discretion
and Payment Conditions
Distribution restriction
if distribution not paid
Yes, if a distribution is not paid ANZ must
not pay certain distributions on its ANZ
Ordinary Shares until and including the next
semi-annual distribution payment date.
There is no restriction on ANZ Holdings
Yes, applies to ANZ Ordinary Shares until
the next quarterly Distribution Payment
Date – see Section 2.1.7. There is no
restriction on ANZ Holdings
Transferable
Yes – quoted on ASX as “AN3PF"Yes – expected to be quoted on ASX
as "AN3PK"
Mandatory conversion
into ANZ Holdings
Ordinary Shares
Yes, on 24 March 2025 if the mandatory
conversion conditions are satisfied
Yes, on 20 September 2032 if the Mandatory
Conversion Conditions are satisfied
ANZ’s early
conversion option
Yes, on 24 March 2023 with APRA’s prior
written approval
Yes, on 20 March 2030, 20 June 2030 or
20 September 2030, with APRA’s prior
written approval – see Section 2.3
ANZ’s early
redemption option
Yes, on 24 March 2023 with APRA’s prior
written approval
Yes, on 20 March 2030, 20 June 2030 or
20 September 2030, with APRA’s prior
written approval – see Section 2.3
20 ANZ Capital Notes 8 may also be Converted, Redeemed, Resold or Written Off in a number of other circumstances as described in this Prospectus.
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TopicCN3ANZ Capital Notes 8
ANZ resale rights
Yes, with APRA’s prior written approvalYes, with APRA’s prior written approval –
see Section 2.3
Other ANZ early
redemption or resale
options
Tax events (in Australia or New Zealand)
and regulatory events with APRA’s prior
written approval
Tax Events (in Australia only) and Regulatory
Events with APRA’s prior written approval –
see Section 2.3
Other ANZ early
conversion options/
events
Tax events and regulatory events with
APRA’s prior written approval
Change of control
Tax Events and Regulatory Events
with APRA’s prior written approval –
see Section 2.3
Change of Control Event – see Section 2.4
Automatic conversion
or write-off following
a trigger event
Yes, ANZ must convert CN3 if the common
equity capital ratio of the ANZ Level 1 Group
or the ANZ Level 2 Group as prescribed by
APRA falls to or below 5.125% or if a
non-viability event occurs.
If ANZ is unable to convert within 5 business
days of the trigger event, the CN3 will not
be converted but will instead be written off.
Yes, ANZ must Convert the Notes if a
Common Equity Capital Trigger Event in
respect of the ANZ Level 1 Group or the
ANZ Level 2 Group, or a Non-Viability Trigger
Event, occurs – see Section 2.5.
If the Notes are not Converted within 5
Business Days of a Trigger Event Conversion
Date for any reason (including an Inability
Event) in accordance with the Note Terms,
the Notes may be Written Off – see Section
6.1.11.
Capital classification
Additional Tier 1 CapitalAdditional Tier 1 Capital
Voting rights
No right to vote at general meeting of
holders of ANZ Holdings Ordinary Shares
or ANZ Ordinary Shares
No right to vote at general meeting of
holders of ANZ Holdings Ordinary Shares
or ANZ Ordinary Shares
Ranking
Equal to ANZ Capital Securities, senior
to ANZ Ordinary Shares, subordinated to
claims of senior creditors (including ANZ
depositors)
Equal to ANZ Capital Securities, senior
to ANZ Ordinary Shares, subordinated to
claims of Senior Creditors (including ANZ
depositors)
3.3 WHAT ARE THE RISKS ASSOCIATED WITH PARTICIPATING
IN THE REINVESTMENT OFFER AND ACQUIRING NOTES?
There are certain risks associated with participating in the Reinvestment Offer and acquiring Notes, which include:
•the CN3 Redemption Price of $100 per CN3 (which does not include the Final CN3 Distribution) may be less than the ASX
trading price of CN3 (which may include an amount representing the accrued portion of the Final CN3 Distribution).
Rather than participating in the Reinvestment Offer, Eligible CN3 Holders may obtain a better financial outcome by selling
their CN3 on-market and investing the proceeds in ANZ Capital Notes 8 (although any Application may be scaled back);
•if you are an Eligible CN3 Holder and you apply for Notes under the Offer (pursuant to the Reinvestment Offer or
otherwise), you may receive an allocation of ANZ Capital Notes 8. As such, you will be subject to the risks associated with
an investment in ANZ Capital Notes 8, in ANZ and in the ANZ Group generally, many of which are outside the control of
ANZ, ANZ Holdings and their respective directors. These risks are outlined in Section 6 and should be considered before
you apply under the Offer (including under the Reinvestment Offer); and
•participation in the Reinvestment Offer does not involve a simple rollover into a similar investment. ANZ Capital Notes 8
and CN3 have different benefits and risks, which must be evaluated separately. For a description of the key differences
between the two securities, see Section 3.2.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
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About the Reinvestment Offer
« CONTENTS
Investment Overview
About ANZ Capital Notes 8

THIS SECTION SETS OUT:
THE NOTES TARGET MARKET;
WHAT YOU MUST DO IF YOU WISH
TO APPLY FOR NOTES;
WHO THE OFFER IS MADE TO;
DETAILS OF THE BOOKBUILD
AND ALLOCATION POLICY;
DETAILS OF ASX QUOTATION
AND TRADING; AND
OTHER INFORMATION RELEVANT
TO YOUR APPLICATION.
04
SECTION 04
HOW TO
APPLY
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks
45

4.1 NOTES TARGET MARKET
ANZ has made a target market determination for ANZ Capital Notes 8 in accordance with its obligations under the DDO
Regime (Target Market Determination). The Target Market Determination is available at capitalnotes.anz.com.
The Target Market Determination describes, among other things, the class of Retail Investors that comprise the target market
for ANZ Capital Notes 8 (Notes Target Market) being investors who:
•are seeking to acquire an investment product with the ability to generate income;
•are not seeking capital growth;
•are able to bear the risks associated with an investment in ANZ Capital Notes 8 (which are summarised in Section 1.5 and
detailed in Section 6), in particular, the lack of certainty as to payment of distributions and the potential loss of some or all
of the capital invested in ANZ Capital Notes 8;
•do not require certainty as to repayment of capital invested within a specific investment timeframe; and
•seek the ability to dispose of ANZ Capital Notes 8 by sale on a licensed securities exchange at the price available
on the exchange.
If you are a Retail Investor and wish to apply for Notes:
•you must seek professional advice as to whether you are within the Notes Target Market and whether the investment in
the Notes is suitable in light of your particular objectives, financial situation and needs; and
•you can only apply for the Notes if you are within the Notes Target Market and you have received personal advice from a
licensed professional adviser.
If you have any questions about the Offer, the Notes or the Notes Target Market, you should also contact your Syndicate
Broker or seek advice from a professional adviser who is licensed by ASIC to give that advice.
4.2 APPLYING FOR ANZ CAPITAL NOTES
21
All Applications must be submitted through a Syndicate Broker. No Applications can be made directly to ANZ.
The Offer does not contain a specific offer for securityholders of ANZ or ANZ Holdings and Eligible CN3 Holders cannot apply
directly to ANZ to participate in the Reinvestment Offer.
Who may apply?
Clients of Syndicate Brokers who are either a Wholesale Investor, or a Retail Investor
within the Notes Target Market who has received personal advice from a licensed
professional adviser.
When to apply
Completed Applications must be received by your Syndicate Broker in sufficient time
for your Syndicate Broker to process your Application on your behalf by the relevant
Closing Date.
How to apply
•You must contact your Syndicate Broker for instructions on how to apply.
•If you are applying under the Reinvestment Offer:
−you must apply to reinvest a minimum of 50 CN3 in Notes (unless you hold less than
that amount of CN3);
−if you hold less than 50 CN3, you can still apply to participate in the Reinvestment
Offer, but you must apply to reinvest all of your CN3 in Notes; and
−an Application Payment is not necessary as your CN3 Redemption Proceeds will be
applied to the Application Payment to the extent required.
•If you are applying under the New Money Offer:
−your Application must be for a minimum of 50 Notes ($5,000); and
−an Application Payment will be necessary. Contact your Syndicate Broker for
instructions on how to make the Application Payment.
21 The key dates for the Offer are indicative only and may change without notice. ANZ and the Joint Lead Managers may reduce or extend any Closing Date without
notice, or withdraw the Offer at any time before ANZ Capital Notes 8 are issued.
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4.2.1 No cooling off rights
No cooling off rights apply to an Application for Notes.
You cannot withdraw your Application once it has been
lodged, except as permitted under the Corporations Act.
4.2.2 Representations, warranties and
acknowledgements
When lodging your Application, you will be required to give
certain representations, warranties and acknowledgements
to ANZ. In particular, if you are a Retail Investor, you will
be required to represent to ANZ that you have received
personal advice from a qualified financial adviser in relation
to your acquisition of ANZ Capital Notes 8.
4.2.3 Brokerage and stamp duty
No brokerage or stamp duty is payable on your Application.
You may have to pay brokerage, but will not have to pay any
stamp duty, on any later sale of your Notes on ASX after
Notes have been quoted on ASX.
4.2.4 Refunds
If you apply for Notes under the Offer and are not allotted
any Notes or you are allotted fewer Notes than the number
that you applied and paid for as a result of a scale back, all or
some of your Application Payment (as applicable) will be
refunded to you (without interest) as soon as practicable
after the Issue Date. For further information on potential
scale back – see Section 4.4.3.
In the event that the Offer does not proceed for any reason,
all applicants will have their Application Payments refunded
(without interest) as soon as practicable.
4.3 PROVISION OF PERSONAL
INFORMATION
The information about you included as part of your
Application is used for the purposes of processing your
Application and, if your Application is successful, to
administer your Notes. For information about the
acknowledgements and privacy statement in relation
to personal information that you provide to ANZ by
completing an Application – see Section 8.11.
4.4 BOOKBUILD AND
ALLOCATION POLICY
4.4.1 Bookbuild
The Bookbuild was conducted before the Opening Date to
determine the Margin and firm Allocations of Notes to
Bookbuild participants.
The Bookbuild was conducted by the Joint Lead Managers
in consultation with ANZ in the manner contemplated in
this Prospectus and otherwise on the terms and conditions
agreed to by ANZ and the Joint Lead Managers in the Offer
Management Agreement.
4.4.2 Settlement
The Joint Lead Managers bid into the Bookbuild and
received Allocations of Notes on a broker firm basis. This
means that each Joint Lead Manager (other than ANZ
Securities) is responsible for ensuring that payment is made
for all Notes allocated to them or at their direction.
The Offer Management Agreement may be terminated by
the Joint Lead Managers in certain circumstances. If the
Offer Management Agreement is terminated, Bookbuild
participants can withdraw their firm Allocations. For details
of the fees payable under the Offer Management
Agreement – see Section 8.6.
4.4.3 Allocation Policy
Allocations to Syndicate Brokers were determined by ANZ in
consultation with the Joint Lead Managers following
completion of the Bookbuild.
Allocations to applicants by a Syndicate Broker (including
in respect of allocations under the Reinvestment Offer) are
at the discretion of that Syndicate Broker. It is possible for
Applications to be scaled back by a Syndicate Broker. ANZ
takes no responsibility for any allocation, scale back or
rejection that is decided by a Syndicate Broker.
Allocations to Institutional Investors were determined
by ANZ Securities and ANZ following completion of the
Bookbuild.
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4.5 ASX QUOTATION,
CONFIRMATION STATEMENTS
AND OTHER INFORMATION
4.5.1 ASX quotation
ANZ has applied to ASX for Notes to be quoted on ASX.
If ASX does not grant permission for Notes to be quoted
within three months after the date of the Original
Prospectus, Notes will not be issued and all Application
Payments will be refunded (without interest) to applicants
as soon as practicable.
It is expected that Notes will begin trading on ASX on
a normal settlement basis on 27 March 2023 under ASX
code "AN3PK".
You are responsible for confirming your holding before
trading in Notes. If you are a successful applicant and sell
your Notes before receiving your Confirmation Statement,
you do so at your own risk.
You may call the ANZ Information Line on 1800 113 399
(within Australia) or +61 3 9415 4010 (international)
(Monday to Friday – 8.30am to 5.30pm) or your Syndicate
Broker, after the Issue Date to enquire about your
Allocation.
4.5.2 Confirmation Statements
ANZ has applied for Notes to participate in CHESS. No
certificates will be issued for Notes. ANZ expects that
Confirmation Statements for issuer sponsored holders and
confirmations for CHESS holders will be despatched to
successful applicants by 31 March 2023.
4.5.3 Provision of bank account details
for Distributions
ANZ’s current policy is that Distributions will be paid
in Australian dollars by direct credit into nominated
Australian financial institution accounts (excluding credit
card accounts) for Holders with a registered address in
Australia. For all other Holders, ANZ’s current policy is that
Distributions will be paid by Australian dollar cheque.
4.5.4 Provision of Tax File Number or
Australian Business Number
If you are a successful applicant who has not already
quoted your TFN or ABN and you are issued any Notes,
then you may be contacted in relation to quoting your
TFN, ABN or both.
The collection and quotation of TFNs and ABNs are
authorised, and their use and disclosure is strictly
regulated, by tax laws and the Privacy Act. If collected,
ANZ will only use and disclose your TFN or ABN in
accordance with those laws and to fulfil its obligations
in connection with the Notes.
You are not required to provide your TFN or ABN.
However, if you decline to provide this information,
ANZ may be required to withhold Australian tax at the
maximum marginal tax rate plus the Medicare levy
(currently being 47%) on the unfranked part of any
Distribution unless you have provided:
•your TFN or, in certain circumstances, your ABN; or
•notification that you are exempt from providing this
information.
Further, successful applicants who do not have an address
in Australia registered with the Registry, or who direct the
payment of any Distribution to an address outside of
Australia, may have an amount deducted for Australian
withholding tax from any Distribution paid, to the extent
that the Distribution is not fully franked.
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Investment Overview
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THIS SECTION SETS OUT:
A DESCRIPTION OF THE ANZ GROUP’S
BUSINESS INCLUDING SUMMARY
FINANCIAL INFORMATION;
FINANCIAL INFORMATION DEMONSTRATING
THE EFFECT OF THE OFFER ON ANZ AND
ANZ HOLDINGS; AND
A DESCRIPTION OF ANZ AND THE ANZ
GROUP’S CAPITAL MANAGEMENT AND
CAPITAL RATIOS, FUNDING AND LIQUIDITY.
05
SECTION 05
ABOUT ANZ,
ANZ HOLDINGS
AND THE ANZ
GROUP
About ANZHow to ApplyTaxation SummaryAdditional InformationAppendixInvestment Risks
49

5.1 OVERVIEW OF ANZ GROUP
The ANZ Group began its Australian operations in 1835
and its New Zealand operations in 1840.
The ANZ Group provides a broad range of banking and
financial products and services to retail, small business,
corporate and institutional customers. Geographically, its
operations span Australia, New Zealand, a number of
countries in the Asia Pacific region, the United Kingdom,
France, Germany and the United States.
Earlier this year, the ANZ Group implemented a restructure
(Restructure) that resulted in ANZ Holdings becoming
the new listed parent company of the ANZ Group in
place of ANZ. ANZ Holdings is a non-operating holding
company (NOHC) and is authorised as such for the
purposes of the Banking Act. ANZ Holdings is listed, and
ANZ Holdings Ordinary Shares are quoted, on the ASX.
ANZ Holdings Ordinary Shares are also quoted on the
New Zealand Stock Exchange. ANZ is an ADI and is
regulated by various prudential regulators, including APRA
in Australia and RBNZ in New Zealand. Following the
Restructure, ANZ is a subsidiary of ANZ Holdings.
The composition of the ANZ Group following the
Restructure is set out in the diagram below. As outlined
in that diagram, under the Restructure the ANZ Group’s
banking and non-banking businesses have been
separated into two groups under ANZ Holdings: the ANZ
Bank Group and the ANZ Non-Bank Group. The ANZ Bank
Group holds the ANZ Group’s banking businesses
(including ANZ and ANZ NZ), all international regulated
bank operations and insurance businesses. The ANZ
Non-Bank Group holds certain non-banking businesses
and assets, being the ANZ Group’s interests in the 1835i
trusts, the Worldline merchant acquiring joint venture,
Pollination, Lygon and the Trade Information Network.
For further information on the composition of the ANZ
Bank Group and the ANZ Non-Bank Group, please refer
to the Explanatory Memorandum issued by ANZ dated
27 October 2022 which is available on the ASX.
ANZ Bank Group
ANZ Group
ANZ Non-Bank Group
ANZ NOHC Shareholders
ANZ NOHC
ANZ ServiceCo
Certain
property assets
1835i trusts,
Worldline JV,
Lygon TIN and
Pollination
Other potential
non-banking
businesses
ANZ Non-Bank HoldCo
ANZ Bank HoldCo
ANZBGL
Banking businesses
incl. ANZ NZ
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5.2 PRINCIPAL ACTIVITIES OF
THE ANZ BANK GROUP
The ANZ Bank Group operates on a divisional structure with
six divisions: Australia Retail, Australia Commercial,
Institutional, New Zealand, Pacific and Group Centre.
Australia Retail
The Australia Retail division provides a full range of banking
services to Australian consumers. This includes home loans,
deposits, credit cards and personal loans. Products and
services are provided via the branch network, home loan
specialists, contact centres, a variety of self-service channels
(digital and internet banking, website, ATMs and phone
banking) and third-party brokers. It also includes the costs
related to the development and operation of the ANZ Plus
proposition for retail customers.
Australia Commercial
The Australia Commercial division provides a full range of
banking products and financial services, including asset
financing, across the following customer segments: small
business owners and medium commercial customers
(SME Banking) and large commercial customers, high net
worth individuals and family groups (Specialist Business).
Institutional
The Institutional division services governments, global
institutional and corporate customers across Australia, New
Zealand and International via the following business units:
•Transaction Banking provides customers with working
capital and liquidity solutions including documentary
trade, supply chain financing, commodity financing as
well as cash management solutions, deposits, payments
and clearing.
•Corporate Finance provides customers with loan
products, loan syndication, specialised loan structuring
and execution, project and export finance, debt
structuring and acquisition finance and corporate
advisory services.
•Markets provides customers with risk management
services in foreign exchange, interest rates, credit,
commodities and debt capital markets in addition
to managing the Group's interest rate exposure and
liquidity position.
New Zealand
The New Zealand division comprises the following
business units:
•Personal provides a full range of banking and wealth
management services to consumer and private banking
customers. Services are delivered via internet and
app-based digital solutions and a network of branches,
mortgage specialists, relationship managers and
contact centres.
•Business provides a full range of banking services
including small business banking, through digital, branch
and contact centre channels, and traditional relationship
banking and sophisticated financial solutions through
dedicated managers. These cover privately-owned small,
medium and large enterprises, the agricultural business
segment, government and government-related entities.
Pacific
The Pacific division provides products and services to retail
customers, small to medium-sized enterprises, institutional
customers and governments located in the Pacific Islands.
Products and services include retail products provided to
consumers, traditional relationship banking and
sophisticated financial solutions provided to business
customers through dedicated managers.
Group Centre
Group Centre division provides support to the operating
divisions, including technology, property, risk management,
financial management, strategy, marketing, human resources
and corporate affairs. It also includes residual components of
Group divestments, Group Treasury, Shareholder Functions,
and minority investments in Asia.
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5.3 ANZ GROUP STRATEGY
The ANZ Group’s strategy is focused on improving the
financial wellbeing and sustainability of its customers by
providing services, tools and insights that engage and
retain customers and positively change customer
behaviour.
In particular, the ANZ Group aspires to help customers:
•save for, buy and own a liveable home;
•start or buy and sustainably grow their business; and
•move capital and goods around the region and
sustainably grow their business.
The ANZ Group seeks to achieve its strategy through:
•Propositions the customers of the ANZ Group find
appealing – with a focus on easy to use services that
evolve to meet the changing needs of customers. The
ANZ Group aims, through better use of data, to provide
valuable insights about its customers and how they can
improve their financial wellbeing and sustainability over
their lifetime, with the aspiration of enabling the ANZ
Group to create superior propositions.
•Flexible and resilient digital banking Platforms
– powering the ANZ Group’s customers and made
available for others to power the industry. Platforms
underpin the ANZ Group’s propositions and the ANZ
Group expects them to increasingly underpin those of
its customers.
•Partnerships that unlock new value – with ecosystems
that help the ANZ Group’s customers improve their
financial wellbeing and sustainability.
•Purpose and values-led people – who drive value by
caring about the ANZ Group’s customers and the
outcomes created. The ANZ Group aspires to listen,
learn and adapt and do the right thing the first time and
deliver outcomes that address financial and
sustainability challenges.
5.4 DEVELOPMENTS TO
THE ANZ GROUP
As announced by ANZ to the ASX on 18 July 2022, ANZ has
entered into an agreement to acquire Suncorp Bank from
Suncorp Group Limited for a purchase price of

$4.9 billion (Suncorp Transaction). The Suncorp
Transaction remains subject to a minimum completion
period of at least 12 months from the date the Suncorp
Transaction was announced and a number of conditions
precedent (being Federal Treasurer approval, Australian
Competition and Consumer Commission authorisation or
approval and repeal of or certain amendments to the State
Financial Institutions and Metway Merger Act 1996 (Qld)).

Unless the parties agree otherwise, the last date for
satisfaction of these conditions is 24 months after signing
(after which either party may terminate the agreement).
The final purchase price is subject to completion
adjustments and may be more or less than $4.9 billion. In
addition, ANZ will acquire Suncorp Bank’s Additional Tier I
capital notes at face value (approximately $0.6 billion as at
June 2022). Completion is currently expected in the
second half of calendar year 2023.
If the Suncorp Transaction completes, Suncorp Bank will
be held in the ANZ Bank Group.
5.5 FINANCIAL INFORMATION
ABOUT ANZ AND THE ANZ GROUP
5.5.1 2022 Financial Year
The ANZ consolidated group's statutory profit after tax for
the year ended 30 September 2022 attributable to the
shareholders of ANZ was $7,119 million, compared to
$6,162 million for the year ended 30 September 2021, an
increase of 16%.
The dividend for the year ended 30 September 2022 was
146 cents per ANZ Ordinary Share (fully franked)
compared to 142 cents per ANZ Ordinary Share (fully
franked) for the year ended 30 September 2021, an
increase of 3%.
5.5.2 2023 Pillar 3 update
ANZ released its Pillar 3 for the 3 months to
31 December 2022 on 9 February 2023.
Further information is available at
shareholder.anz.com/announcements.
In particular, we want to help customers:
$
Save for, buy and own
a liveable home
$
Start or buy and sustainably
grow their business
$
Move capital and goods around
the region and sustainably grow
their business
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5.5.3 Historical results
The profit information in Section 5.5.1 is historical
information and is not a forecast of results to be expected
in future periods.
5.5.4 Impact of the Offer on the ANZ consolidated
group balance sheet
The issue of the Notes will increase the ANZ consolidated
group's subordinated debt and cash by approximately
$1.479 billion ($1.5 billion gross proceeds of the Offer, less
approximately $21 million of Offer costs) with no impact on
the ANZ consolidated group's net assets or shareholders’
equity.
If all CN3 are redeemed by ANZ on 24 March 2023, the ANZ
consolidated group's subordinated debt and cash would
reduce by approximately $970 million, with no impact on
the ANZ consolidated group's net assets or shareholders’
equity.
On a net basis, the Offer of the Notes and the redemption of
all of the CN3 would increase the ANZ consolidated group's
subordinated debt and cash by approximately $509 million.
The Offer of the Notes and the redemption of all of the CN3
will not have a material impact on the ANZ consolidated
group's financial position.
The impact has been prepared in accordance with the
measurement and recognition requirements of Australian
Accounting Standards and other mandatory reporting
requirements in Australia.
If ANZ raises more or less than $1.5 billion under the Offer
the figures referred to above will be impacted accordingly.
5.6 CAPITAL ADEQUACY
5.6.1 Prudential regulation
APRA is the prudential regulator of the Australian financial
services industry.
ANZ is regulated by APRA because of its status as an
ADI. APRA’s Prudential Standards aim to ensure that ADIs
(including ANZ) remain adequately capitalised to support
the risks associated with their activities, absorb losses and to
generally protect Australian depositors.
To ensure that ADIs are adequately capitalised on both
a standalone and group basis, APRA adopts a tiered approach
to the measurement of an ADI’s capital adequacy by assessing
the ADI’s financial strength at three levels:
•Level 1 – the ADI on a standalone basis (i.e. ANZ and
specified subsidiaries which are considered to form
the ADI’s Extended Licensed Entity). This is the ANZ Level
1 Group;
•Level 2 – the consolidated banking group (i.e. the
consolidated group less certain subsidiaries and
associates that are excluded under APRA’s Prudential
Standards). This is the ANZ Level 2 Group; and
•Level 3 – the conglomerate group at its widest level; that
is, ANZ Holdings as the NOHC and all its related bodies
corporate. Whilst ANZ is not yet required to report capital
on a Level 3 basis, a description of APRA’s proposed
approach to the regulation of groups is contained in
section 5.6.5. Under its authorisation, ANZ Holdings is
required to hold adequate capital to reflect the risks of the
whole ANZ Group, including both the ANZ Bank Group
and ANZ Non-Bank Group.
The capital requirements of the ANZ Level 3 Group will be
the sum of the capital requirements of the ANZ Bank Group
and the ANZ Non-Bank Group. The ANZ Bank Group’s capital
requirements will continue to be determined by existing
APRA requirements. The capital requirements of the ANZ
Non-Bank Group are assessed using an independently
validated and ANZ Holdings Board approved economic
capital framework and model.
ANZ also complies with a common framework issued by the
Basel Committee for the calculation of capital adequacy, and
the risk weighting of assets, for banks worldwide (the Basel
Framework). The objective of the Basel Framework is to
develop capital adequacy guidelines that are more
accurately aligned with the individual risk profile of banks.
The Basel Framework requires ADIs to hold a certain level
of regulatory capital against its risk weighted assets (RWA).
An ADI calculates its RWA number by weighting its assets
(through applying a percentage factor) to reflect the risk of
loss to the ADI from those assets, in particular from
non-payment.
For more information on the capital ratios of the ANZ Level 1
and Level 2 Groups as at 31 December 2022 and the effect
of the Offer on these ratios, see Sections 5.6.6 and 5.6.7.
5.6.2 Basel III Framework
ANZ has been accredited by APRA to use the Advanced
Internal Ratings Based (IRB) methodology for calculating
credit RWA and the Internal Models Approach (IMA) for
market risk including interest rate risk in the banking book
(IRRBB). The credit risk weightings for a bank accredited to
use the IRB methodology are generally lower than the
weightings applied to a bank that does not have that
accreditation and so must use a standard set of risk
weightings set by APRA (the standardised approach).
APRA views Basel III requirements as a minimum standard
and has accordingly set higher requirements in some areas
for ADIs using the IRB methodology (IRB ADIs).
5.6.3 Prudential Capital Classification
APRA currently classifies an ADI’s regulatory capital
into three tiers for supervisory purposes – referred to as
Common Equity Tier 1 Capital, Additional Tier 1 Capital and
Tier 2 Capital.
Common Equity Tier 1 Capital comprises the highest
quality components of capital and includes shareholders’
equity adjusted for items which APRA does not allow as
regulatory capital or classifies as lower forms of regulatory
capital. The ratio of Common Equity Tier 1 Capital to RWA is
called the Common Equity Capital Ratio.
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Additional Tier 1 Capital comprises certain securities
not classified as Common Equity Tier 1 Capital but with loss
absorbing characteristics including that, at the time
of “non-viability” of an ADI, these instruments will be either
converted to ordinary shares or written off (such as ANZ
Capital Securities and the ANZ Capital Notes 7). Additional
Tier 1 Capital together with Common Equity Tier 1 Capital
constitutes Tier 1 Capital and the ratio of Tier 1 Capital to
RWA is called the Tier 1 Capital Ratio.
Tier 2 Capital consists of subordinated instruments and,
whilst a lesser form of capital than Tier 1 Capital, still has
a capacity to absorb losses and contributes to the overall
capital framework. Tier 2 Capital will also be converted to
ordinary shares or written off at the time of "non-viability" of
an ADI. Tier 2 Capital together with Tier 1 Capital constitutes
Total Capital and the ratio of Total Capital to RWA is called
the Total Capital Ratio.
APRA has confirmed that the Notes will constitute
Additional Tier 1 Capital for the purposes of ANZ’s regulatory
capital requirements.
5.6.4 APRA's Common Equity Capital
Ratio requirements
Minimum Capital Ratios
APRA’s Basel III Prudential Standards require a minimum
Common Equity Capital Ratio of 4.5%, although APRA may
require ADIs, such as ANZ, to maintain a higher capital ratio
which may not be disclosed (Prudential Capital Ratio or
PCR).
APRA also requires ADIs to hold Common Equity Tier 1
Capital buffers (Combined Capital Buffers). Following
APRA’s changes to its capital requirements discussed in
Section 5.6.5 below, from 1 January 2023 these consist of:
•a capital conservation buffer (CCB) of 3.75%, unless
APRA determines otherwise; plus
•an additional capital buffer of 1.0% for ADIs which APRA
has determined are important banks to the Australian
financial system (otherwise known as a ‘domestic
systemically important bank’ or a D-SIB). APRA has
determined that ANZ is a D-SIB; plus
•a counter-cyclical capital buffer (CCyB). In respect of
Australian exposures, APRA has determined that from 1
January 2023 the default rate for the CCyB is 1.0%, although
it may vary over time up to 3.5% in response to market
conditions (refer to Section 5.6.5 below). Regulators in some
jurisdictions in which ANZ operates have set CCyBs that
apply to exposures in that jurisdiction, and as such apply to
ANZ. As at 31 December 2022, the weighted average
aggregate of non-Australian counter-cyclical capital buffers
that applied to ANZ was 0%.
Volatility in the Level 1 and Level 2 Common Equity Capital
Ratios can be expected to arise in the future reflecting the
build-up of current year earnings in normal conditions which
increase the ratio and the subsequent final determination of
ANZ Ordinary Share Dividends to the NOHC (generally in
June and December of each year) which decrease the ratio.
References to the minimum capital ratio, which is the
aggregate of the PCR and the Combined Capital Buffers
(Minimum Capital Ratio), applicable under APRA’s
Prudential Standards are to general minima applying under
the APRA Prudential Standards, rather than specific minima
applying to ANZ.
The differences between the Common Equity Capital Ratios
for the ANZ Level 1 Group and ANZ Level 2 Group relate
principally to the capital held within offshore banking
subsidiaries and the treatment of insurance and funds
management subsidiaries at Level 1. So long as ANZ is able
to apply the Group's capital management strategy to those
subsidiaries, including repatriating dividends from those
subsidiaries (with the approval of the local regulator), ANZ
would expect that those capital ratios would move in a
broadly similar way. However, there are instances where the
Level 1 and Level 2 capital ratios may diverge and regulatory
developments (such as those described below) may also
impact the ratios.
The ANZ Level 1 Group's Common Equity Capital Ratio
has been impacted by the reduced dividends from its
New Zealand subsidiary as a result of the RBNZ’s restrictions
on the amount of dividends that New Zealand banks could
pay as well as the RBNZ’s requirements for New Zealand
banks to hold more capital.
Restrictions on the Payment of Distributions
If the Common Equity Capital Ratio for an ADI on a Level 1
or Level 2 basis falls below the Minimum Capital Ratio,
which from 1 January 2023 would be 10.25% (assuming the
1% CCyB applies to all of ANZ’s assets) under APRA’s
Prudential Standards for a D-SIB (although it may be higher
for individual ADIs), then the ADI is limited in the amount of
relevant current year post-tax earnings (adjusted to add
back expenses for Tier 1 Capital Distributions (as defined
below) paid in the immediately preceding 12 months) that
it can pay as discretionary bonuses to staff; distributions on
Additional Tier 1 Capital instruments (including the Notes)
and dividends and share buy-backs on ordinary shares (Tier
1 Capital Distributions).
The amount of adjusted current year post-tax earnings that
can be paid as Tier 1 Capital Distributions (including
Distributions on the Notes) (Maximum Distributable
Amount) is limited in accordance with the table below, after
taking into account other Tier 1 Capital Distributions paid in
the 12-month period immediately preceding the relevant
payment date and actual and forecast capital raisings
agreed with APRA.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
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The Combined Capital Buffer is divided into four quartiles for determining the maximum percentage of adjusted current year
post-tax earnings that an ADI is able to distribute when its Common Equity Capital Ratio falls within the relevant quartile:
Common Equity Capital RatioMaximum Distributable Amount
Above the top of the Combined Capital Buffers
(>PCR + Combined Capital Buffers)
100%
Within the fourth quartile of the Combined Capital Buffers
(>PCR +0.75% of the Combined Capital Buffers to ≤PCR +
Combined Capital Buffers)
60%
Within the third quartile of the Combined Capital Buffers
(>PCR +0.50% of the Combined Capital Buffers to ≤PCR + 0.75% of
the Combined Capital Buffers)
40%
Within the second quartile of the Combined Capital Buffers
(>PCR +0.25% of the Combined Capital Buffers to ≤PCR + 0.50% of
the Combined Capital Buffers)
20%
Within the first quartile of the Combined Capital Buffers
(PCR to ≤PCR + 0.25% of the Combined Capital Buffers)
0%
An ADI may apply to APRA to make payments in excess of
the Maximum Distributable Amount. APRA will only grant
approval where it is satisfied that an ADI has established
measures to raise capital equal to or greater than the
amount above the constraint that it wishes to distribute.
Australian corporations law does not limit the sources of
payment of Distributions on the Notes to the profits of a
particular year or period.
5.6.5 Regulatory Developments
Unquestionably strong capital requirements
The Australian Government completed a comprehensive
inquiry into Australia’s financial system in 2014 (the
Financial Services Inquiry or FSI) which included a number
of key recommendations that could have an impact on
regulatory capital levels. APRA's key initiatives in support of
the recommendations include:
•In July 2017, APRA released an information paper
outlining its assessment on the additional capital
required for the Australian banking sector to be
considered ‘unquestionably strong’ as originally outlined
in the FSI final report in December 2014. APRA indicated
that in the case of the four major Australian D-SIBs, this
equated to a benchmark Common Equity Capital Ratio,
under the current capital adequacy framework, of at
least 10.5% from 1 January 2020.
•APRA released its final requirements in relation to capital
adequacy and credit risk capital requirements for ADIs in
November 2021 for implementation from 1 January
2023 (APRA capital reforms). Key aspects of APRA’s
final requirements are:
−increased alignment with internationally agreed Basel
standards for non-residential mortgages exposures;
−implementing more risk-sensitive risk weights for
residential mortgage lending;
−introduction of the Basel II capital floor that limits the
RWA outcome for IRB ADIs to no less than 72.5% of
the RWA outcome under the standardised approach;
−improving the flexibility of the capital framework
through the introduction of a default level of the CCyB
and increasing the CCB for IRB ADIs. This has the effect
of increasing the Minimum Capital Ratio (incorporating
the higher Combined Capital Buffers) from 8% to
approximately 10.25% (although it may be lower for a
specific ADI given the CCyB only applies to Australian
exposures);
−improving the transparency and comparability of
ADIs' capital ratios, including by requiring IRB ADIs to
also publish their capital ratios under the standardised
approach; and
−implementing a minimum leverage ratio for IRB ADIs
at 3.5%. APRA's “Leverage Ratio” compares Tier 1
Capital to the “exposure measure” (expressed as a
percentage) as defined by APRA Prudential Standard
APS110. It is designed as a non-risk based supplement
or backstop to the current risk based capital
requirements and is intended to restrict the build-up
of excessive leverage in the banking system.
APRA has indicated that the above changes will likely result
in a decrease in RWA, but this would be offset by the
increased capital allocation to the Combined Capital Buffers.
APRA has also indicated that since ADIs are currently
meeting the “unquestionably strong” benchmarks, it is not
APRA's intention to require ADIs to raise additional capital.
Accordingly, APRA is expected to calibrate the capital
requirements for ADIs, measured in dollar terms, to be
consistent at an industry level with the existing
“unquestionably strong” capital benchmarks for ADIs under
the current capital framework. The impact of these proposed
changes on individual ADIs (including ANZ), will vary
depending on the final form of requirements implemented
by APRA.
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Additionally, APRA is still consulting on revisions to a
number of Prudential Standards, being IRRBB (interest rate
risk in the banking book), market risk and counterparty
credit risk.
Given the number of items that are yet to be finalised by
APRA, the aggregate final outcome from all changes to
APRA's Prudential Standards relating to their review of ADIs
"unquestionably strong" capital framework remains uncertain.
Subject to finalisation of the APRA capital reform requirements,
the impact of these changes may be to reduce the excess
Common Equity Tier 1 Capital that ANZ holds at any time for
both the Level 1 and Level 2 Groups over the point at which
the Maximum Distributable Amount starts, mainly reflecting
the increased regulatory capital buffer requirements.
APRA have noted that their expectation is for a D-SIB to target
a Common Equity Capital Ratio of approximately 1% above
the ADI’s Minimum Capital Ratio at their reporting periods.
The RBNZ review of capital requirements
The RBNZ’s new capital adequacy requirements for New
Zealand banks, which are set out in the Banking Prudential
Requirements (BPR) documents are being implemented in
stages during a transition period from October 2021 to July
2028. The key requirements for ANZ’s New Zealand banking
subsidiary, ANZ Bank New Zealand Limited (ANZ Bank New
Zealand), are as follows:
•ANZ Bank New Zealand’s tier 1 capital requirement will
increase to 16% of RWA, of which up to 2.5% could be in
the form of additional tier 1 capital under RBNZ’s BPR. ANZ
Bank New Zealand’s total capital requirement will increase
to 18% of RWA, of which up to 2% can be tier 2 capital
under RBNZ’s BPR.
•Additional tier 1 capital must consist of perpetual
preference shares which may be redeemable. It is
anticipated that ANZ Bank New Zealand will be able to
refinance its existing internal additional tier 1 capital
securities to external counterparties. Tier 2 capital must
consist of long-term subordinated debt.
•As an IRB approach accredited bank, ANZ Bank New
Zealand’s RWA outcomes will be increased to
approximately 90% of what would be calculated under the
standardised approach. This will be achieved by applying
an 85% output floor for credit RWA and increasing the
credit RWA scalar from 1.06 to 1.20.
The net impact on ANZ’s Level 1 Common Equity Tier 1
Capital is approximately $1.0 billion to $1.5 billion between
30 September 2022 and the end of the transition period in
2028 (based on ANZ’s 30 September 2022 balance sheet).
The amount could also vary over time subject to changes to
the capital position in ANZ Bank New Zealand (e.g. from
RWA growth, management buffer requirements, and
potential dividend payments).
APRA’s regulation of groups
In February 2023, APRA announced that a policy priority is
the regulation of banking groups as in recent years there
has been the emergence of more complex corporate
structures in the banking industry, resulting in the need for
APRA to supervise more ‘groups’ of entities. APRA is
reviewing the prudential framework for groups to ensure it
caters to an increasing array of new groups and is
consistently applied to provide a level playing field across
different structures.
APRA intends to release a discussion paper in 2023, to seek
industry feedback on the five key topics on groups: financial
resilience, governance, risk management, resolution and
competition issues. APRA expects to consult on any specific
changes to standards in 2024 which would come into effect
from 2025 onwards.
APRA noted that there are no immediate changes to
existing APRA authorised NOHCs, although individual NOHC
conditions may be updated as the review progresses.
5.6.6 The ANZ Level 1 Group and ANZ Level 2
Group's Common Equity Capital Ratios
The Common Equity Capital Ratios of the ANZ Level 1 and
Level 2 Groups were 11.6% and 12.2% at 31 December 2022
respectively. The December 2022 position incorporates the
impacts from payment of ANZ's 2022 final dividend, amongst
other movements in the capital base. At 30 September 2022,
the Common Equity Capital Ratios of the ANZ Level 1 and
Level 2 Groups were 12.0% and 12.3% respectively.
APRA has stated that their expectation is for a D-SIB to
target a Common Equity Capital Ratio of approximately 1%
above the ADI’s Minimum Capital Ratio at their reporting
dates, following finalisation of the regulatory developments
referred to in section 5.6.5 above. ANZ gives no assurance as
to what its Common Equity Capital Ratio for the ANZ Level 1
Group or ANZ Level 2 Group will be at any time. These ratios
and associated targets may be significantly impacted by the
currently proposed or future regulatory changes,
unexpected events affecting ANZ's business, operations and
financial condition, APRA determining a higher PCR, any
acquisitions or capital reductions and by APRA’s
prescriptions for the determination of the ratios at Level 1 or
Level 2. Following the finalisation of the prudential
standards described in section 5.6.5 above, ANZ's Common
Equity Capital Ratios, and the buffers of Common Equity Tier
1 Capital ANZ holds above the Common Equity Capital
Trigger and Minimum Capital Ratio, may differ from current
levels.
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As at 31 December 2022, ANZ had $5.3 billion and $9 billion of Common Equity Tier 1 Capital for the ANZ Level 1 Group and
ANZ Level 2 Group respectively in excess of 10.25%. This excess Common Equity Tier 1 capital is based on ANZ’s existing
(pre-capital reform) RWA, which will change as a result of the new capital standards effective from 1 January 2023 (and
referred to in section 5.6.5 above). The 31 December 2022 capital position incorporates:
1. the impacts from payment of ANZ’s 2022 Final dividend of 74 cents per share (equivalent to $2.2 billion in Common
Equity Tier 1 Capital); and
2. the benefit of the $3.5 billion equity raising in August 2022 to fund the acquisition of the Suncorp Bank. However, it does
not show the effect of the Suncorp Transaction should it complete. See Section 5.6.7 for further details.
This would also have equated to approximately $25.6 billion and $32.7 billion of surplus Common Equity Tier 1 Capital for the
ANZ Level 1 Group and ANZ Level 2 Group respectively as at 31 December 2022 in excess of a Common Equity Tier 1 Capital
Ratio of 5.125% which is the point at which a Common Equity Capital Trigger Event would occur.
The graphs below show ANZ's current and historic Common Equity Capital Ratios at Level 1 and Level 2, highlighting
the amount of Common Equity Tier 1 Capital held at the relevant time (in percentage terms) in excess of 10.25%
(notwithstanding the increase in the Minimum Capital Ratio from 8% to approximately 10.25% only occurred on
1 January 2023).
Currently, the Common Equity Capital Ratio for the ANZ Level 1 Group is lower than for the ANZ Level 2 Group and so is the
binding constraint when considering the impact of actions that may affect ANZ's capital ratios. However, in the future and in
certain circumstances (including as a result of completion of the Suncorp Transaction) the ANZ Level 2 Group ratio may
become the binding constraint.
LEVEL 2
Dec 22
Sep 22
12
14
% Common Equity Capital Ratio
10
8
6
4
2
0
LEVEL 1
Sep 17
Mar 18
Sep 18
Mar 19
Sep 19
Mar 20
Sep 20
Mar 21
Sep 21
Mar 22Dec 22
Sep 22
Sep 17
Mar 18
Sep 18
Mar 19
Sep 19
Mar 20
Sep 20
Mar 21
Sep 21
Mar 22
Minimum Common Equity Capital Ratio
Common Equity Tier 1 Capital above 10.25%
Combined Capital Buer
12
14
% Common Equity Capital Ratio
10
8
6
4
2
0
5.6.7 Proforma consolidated capital adequacy position as at 31 December 2022
The purpose of the proforma capital adequacy ratios set out in the table below is to present the regulatory capital adequacy
position of the ANZ Level 2 Group as at 31 December 2022 adjusted for the effect of the proposed issue of $1.5 billion of
Notes under the Offer net of a redemption of the $970 million of CN3 on 24 March 2023.
In the proforma adjustments contained in the table below:
•the fourth and fifth columns show the reduction in the capital adequacy ratios if all the CN3 were redeemed;
•the sixth column shows the impact of the issue of $1.5 billion of Notes less Common Equity Tier 1 Capital Deductions of
approximately $21 million, being the estimated costs of the Offer; and
•the last column shows the net effect of all of the above adjustments on the 31 December 2022 capital adequacy ratios.
If there is an over or under-subscription for the Notes, the Tier 1 Capital Ratio and Total Capital Ratio will be adjusted for the
amount of the over or under-subscription and associated transaction costs. ANZ’s capital adequacy ratios will also be
impacted by organic capital growth, changes in provisions and RWA growth since 31 December 2022.
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