Cleansing Notice

A
NZ Group Holdings Limited ACN 659 510 791
Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
News Release
For release: 16 May 2023
Issue of A$1.15 billion of Subordinated Notes
Notice under section 708A(12H)(e) of the
Corporations Act 2001 (Cwlth)
Today Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (“Issuer”)
will issue A$875 million floating subordinated notes and A$275 million of fixed to floating
subordinated notes ($1.15 billion in aggregate) each due May 2033 pursuant to its Australian
dollar debt issuance programme ( together, the “Subordinated Notes”).
The Subordinated Notes convert into fully paid ordinary shares of ANZ Group Holdings Limited
(ACN 659 510 791) (“ANZGHL”) (“Ordinary Shares”) where the Australian Prudential
Regulation Authority (“APRA”) determines this to be necessary on the grounds that the
Issuer would otherwise become non-viable.
This notice is given jointly by the Issuer and ANZGHL. It is a cleansing notice prepared for
the purposes of section 708A(12H)(e) of the Corporations Act 2001 (Cwlth) (“Corporations
Act”) (as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71)
to enable Ordinary Shares or Approved NOHC

Ordinary Shares
1
issued on conversion of the
Subordinated Notes to be freely tradeable without further disclosure and includes:
1.the description of the rights and liabilities attaching to the Subordinated Notes that i
s
c
ontained in the “Conditions of the Securities” section of the Information Memorandum
dated 7 December 2022 that was lodged with the Australian Securities Exchange (“ASX”)
on that day (“Information Memorandum”)
;
2.in
Schedule 1, commercial particulars of the Subordinated Notes, extracted from the
Pricing Supplements for the Subordinated Notes dated 12 May 2023; and
3.in Schedule 2, a description of the rights and liabilities attaching to Ordinary Shares.
Words and expressions defined in the Information Memorandum have the same meanings in
the remainder of this cleansing notice unless the contrary intention appears.
The issue of Subordinated Notes by the Issuer will not have a material impact on the Issuer’s
or ANZGHL’s financial position. If a Non-Viability Trigger Event occurs and ANZGHL issues
Ordinary Shares, the impact of Conversion on the ANZGHL would be to increase ANZGHL’s
shareholders’ equity. The number of Ordinary Shares issued on Conversion is limited to the
1
Refer to the Information Memorandum for the meaning of “Approved NOHC Ordinary Shares” in the
context of the Subordinated Notes.

Maximum Conversion Number. The Maximum Conversion Number is 207.555
Ordinary Shares per Subordinated Note (with a Principal Amount of A$1,000), based on
the Issue Date VWAP
2
of A$24.09.
As a disclosing entity, ANZGHL is subject to regular reporting and disclosure obligations under
the Corporations Act and ASX Listing Rules. Broadly, these obligations require ANZGHL to
prepare and lodge with the Australian Securities and Investments Commission (“ASIC”) both
ye arly and half yearly financial statements and to report on its operations during the relevant
accounting period, and to obtain an audit or review report from its auditor.
Copies of documents lodged with ASIC may be obtained from or inspected at an ASIC office.
ANZGHL must ensure that the ASX is continuously notified of information about specific
events and matters as they arise for the purposes of the ASX making the information available
to the Australian securities market. In this regard, ANZGHL has an obligation under the ASX
Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information
concerning it of which it becomes aware, which a reasonable person would expect to have a
material effect on the price or value of its quoted securities.
ANZGHL will provide a copy of any of the following documents free of charge to any person
who requests a copy before the Subordinated Notes are issued:
•the I
nformation Memorandum;
•any continuous disclosure notices given by ANZGHL in the period after its listing on the
ASX and before the date of this notice; and
•ANZGHL’s constitution.
All written requests for copies of the above documents should be addressed to:
Investor Relations Department
Australia and New Zealand Banking Group Limited
ANZ Centre Melbourne
Level 10
833 Collins Street
Docklands Vic 3008
Approved for distribution by ANZ’s Continuous Disclosure Committee.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES OF AMERICA
This notice is not a prospectus or other disclosure document in relation to the Subordinated
Notes, and does not constitute an offer or invitation for the Subordinated Notes or any
Ordinary Shares for issue or sale in Australia. Subordinated Notes are only available for sale
to persons in Australia in circumstances where disclosure is not required in accordance with
Part 6D.2 and the sale is not to a retail client for the purposes of Chapter 7 of the Corporations
Act. The securities have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (“US Securities Act”) or the securities laws of any state of the United
States or any jurisdiction, and the securities may not be offered or sold in the United States
or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the
US Securities Act) unless an exemption from the registration requirements of the US
2
Average of the daily volume weighted average sale prices of ANZ ordinary shares. Refer to the
Information Memorandum for the meaning of “Issue Date VWAP” in the context of the Subordinated
Notes.

Securities Act is available and the offer and sale is in accordance with all applicable state
securities laws of any state of the United States. This notice is not an offer or invitation to
any U.S. persons.

PRICING SUPPLEMENT
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(Australian Business Number 11 005 357 522)
(Incorporated with limited liability in Australia)
Australian Dollar
Debt Issuance Programme
Series No: 171
Tranche No: 1
A$ 875,000,000 Floating Subordinated Notes due 16 May 2033
Issue Price: 100 per cent.
Dealer
Australia and New Zealand Banking Group Limited
The date of this Pricing Supplement is 12 May 2023
1
SCHEDULE 1 – Commercial particulars of the Subordinated Notes

SCHEDULE 2 – Description of rights and liabilities attaching to Ordinary Shares

The rights and liabilities attaching to Ordinary Shares are set out in the constitution of ANZGHL
("Constitution") and are also regulated by the Corporations Act, ASX Listing Rules and the
general law. A summary of the key rights attaching to the Ordinary Shares is set out below.
Investors who wish to inspect the Constitution may do so at the registered office of the ANZGHL
during normal office hours.

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

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

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

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

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

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

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

Transfer of ordinary shares
Ordinary Shares may be transferred by any means permitted by the Corporations Act or by law.
The Board may decline to register a transfer where permitted to do so under the ASX Listing
Rules or the settlement operating rules of the ASX ("ASX Settlement Operating Rules"), or
where registration of the transfer is forbidden by the Corporations Act, ASX Listing Rules or ASX
Settlement Operating Rules. In addition, subject to the Corporations Act, ASX Listing Rules and
ASX Settlement Operating Rules, the Board may decline to register a transfer if registration

would create a new holding of less than a marketable parcel under the ASX Listing Rules.

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

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

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

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