ANZ Capital Notes 9 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: 22 February 2024


ANZ Capital Notes 9 Replacement Prospectus

The ANZ Capital Notes 9 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 20 February 2024.

Investors applying for ANZ Capital Notes 9 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 9 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, Head of Media Relations +61 457 494 414



Approved for distribution by ANZ Group’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.

PROSPECTUS FOR THE ISSUE OF
ANZ CAPITAL NOTES 9 TO RAISE $1.7 BILLION
WITH THE ABILITY TO RAISE MORE OR LESS
ANZ CAPITAL NOTES 9
PROSPECTUS
ISSUER
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (ABN 11 005 357 522)
JOINT LEAD MANAGERS
ANZ SECURITIES
BELL POTTER
COMMONWEALTH BANK OF AUSTRALIA
E&P CORPORATE ADVISORY
MORGAN STANLEY
MORGANS
NATIONAL AUSTRALIA BANK
ORD MINNETT
SHAW AND PARTNERS
UBS
WESTPAC INSTITUTIONAL BANK
CO–MANAGERS
JBWERE
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)
(ANZBGL) of mandatorily convertible subordinated
perpetual securities (ANZ Capital Notes 9 or Notes)
to raise $1.7 billion with the ability to raise more or less.
This Prospectus is issued by ANZBGL. This Prospectus is
dated 22 February 2024 and was lodged with ASIC on that
date. This is a replacement prospectus that replaces the
prospectus dated 14 February 2024 that was lodged with
ASIC on that date (Original Prospectus). This Prospectus
expires on 12 March 2025 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 ANZBGL nor any other
person is providing any investment advice or making
any recommendation to Eligible CN4 Holders in respect
of the Reinvestment Offer through this Prospectus.
ANZ Capital Notes 9 are higher risk than deposits
ANZ Capital Notes 9 are issued by ANZBGL under the
Note Terms. ANZBGL is an ADI and a subsidiary of ANZGHL.
Other than ANZBGL, no member of the ANZ Group is an
ADI for the purposes of the Banking Act. ANZGHL is the
non-operating holding company of the ANZ Group. Holders
have no claim on ANZBGL, ANZGHL or any other member
of the ANZ Group except as provided in the Note Terms.
ANZ Capital Notes 9 are not:
•deposit liabilities of ANZBGL;
•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 ANZGHL 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 ANZBGL, ANZGHL, any other member of the ANZ Group
or any other person.
A comparison of the differences between the Notes and
deposits is contained in Section 1.4.
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.
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 ANZBGL from processing
Applications in the seven day period after 14 February 2024,
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. ANZBGL 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 ANZGHL and Eligible CN4 Holders cannot apply directly
to ANZBGL 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
ANZBGL (directly or via its agents) if you apply for the Notes.
See Sections 4.3 and 8.11 for information on how ANZBGL
(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 ANZBGL 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 OerAbout ANZ Capital Notes 9
« 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 ANZGHL or any other person.
If ANZBGL encounters severe financial difficulty, the Notes may be Converted into ANZGHL 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 ANZBGL.
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
ANZBGL 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 ANZBGL,
ANZGHL and
ANZ Capital
Notes 9
ANZBGL and ANZGHL are subject to regular reporting and disclosure obligations under the
Corporations Act and the Listing Rules. Each of ANZBGL and ANZGHL 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 ANZBGL and ANZGHL 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
The Offer is 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 9 to Wholesale Investors.
As the DDO Regime applies to the Offer, ANZBGL is required to make the Target Market Determination which describes,
among other things:
•the class of Retail Investors that comprises the target market for ANZ Capital Notes 9 (Notes Target Market); and
•the conditions on how ANZ Capital Notes 9 are to be distributed under the Offer to help make it likely that Retail
Investors who acquire ANZ Capital Notes 9 under the Offer are within that Notes Target Market.
As further described below, in response to the DDO Regime and consistent with the CN7 and CN8 offers:
•ANZBGL has made the decision not to include a specific offer for ANZGHL or ANZBGL securityholders and not to allow
Eligible CN4 Holders to apply directly to ANZBGL to participate in the Reinvestment Offer;
•ANZ Capital Notes 9 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 9 once issued. All investors will be able to buy and
sell ANZ Capital Notes 9 on the ASX at the prevailing
market price in the usual course once ANZ Capital Notes 9
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 9 on the ASX may be required to
pay applicable brokerage.
What does this mean for ANZ Capital Notes 9?
The way the Offer will be conducted is consistent with
the CN7 and CN8 offers.
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 9
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 9 can be distributed to Retail Investors to
help make it likely 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 9 work or the risks associated with them or if you have any
questions about the Offer, ANZ Capital Notes 9 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 9
« CONTENTS

CONTENTS
IMPORTANT
NOTICES
Inside front cover
GUIDANCE FOR
INVESTORS
Page 01
KE Y DATE S
Page 04
APPENDIX A
NOTE
TERMS
Page 104
APPENDIX B
GLOSSARY
Page 128
CORPORATE
DIRECTORY
Pag e 141
SECTION 01
INVESTMENT
OVERVIEW
Page 06
01
SECTION 02
ABOUT
ANZ CAPITAL
NOTES 9
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 ANZBGL,
ANZGHL AND
THE ANZ GROUP
Page 49
05
SECTION 06
INVESTMENT
RISKS
Page 60
06
SECTION 07
TA X ATION
SUMMARY
Page 93
07
SECTION 08
ADDITIONAL
INFORMATION
Page 98
08
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks
03

K E Y DATE S
KEY DATES FOR THE OFFERDATE
Record date for determining Eligible CN4 Holders for the Reinvestment Offer
(relevant CN4 must also be held on the Closing Date for the Reinvestment Offer)
7.00pm on 8 February 2024
Lodgement of the Original Prospectus with ASIC14 February 2024
Bookbuild to determine the Margin and announcement of the Margin20 February 2024
Lodgement of this Prospectus with ASIC22 February 2024
Opening Date22 February 2024
Closing Date for the Reinvestment Offer5.00pm on 11 March 2024
Closing Date for the New Money Offer 10.00am on 18 March 2024
Issue Date20 March 2024
ANZ Capital Notes 9 commence trading on the ASX on a normal settlement basis21 March 2024
Confirmation Statements despatched by26 March 2024
KEY DATES FOR ANZ CAPITAL NOTES 9DATE
Record Date for the first Distribution7.00pm on 7 June 2024
First Distribution Payment Date120 June 2024
First Optional Exchange Date220 March 2031
Mandatory Conversion Date320 September 2033
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 ANZBGL’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, except where the Distribution Payment Date is 20 September 2031, where the Distribution Payment Date becomes
the preceding day which is a Business Day.
2 20 June 2031 and 19 September 2031 are also Optional Exchange Dates. As 20 September 2031 is not a Business Day, this date has been brought forward
to the preceding Business Day.
3 The Mandatory Conversion Date may be later than 20 September 2033, 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 9
« CONTENTS

KEY DATES FOR ANZ CAPITAL
NOTES 4 (CN4) HOLDERS
KEY DATES FOR ANZ CAPITAL NOTES 4 (CN4) HOLDERSDATE
Redemption notice given in respect of CN414 February 2024
Last day of trading in CN46 March 2024
Record date for the Final CN4 Distribution 7.00pm on 8 March 2024
Payment date for the Final CN4 Distribution
4
20 March 2024
Payment date for CN4 Redemption20 March 2024
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 CN4 Distribution is subject to the payment conditions in the CN4 terms and ANZBGL'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 CN4 Redemption which are fixed, unless CN4
are required to be converted or written-off before 20 March 2024 or APRA revokes its approval of the CN4 Redemption).
ANZBGL 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 9.
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 OerAbout ANZ Capital Notes 9
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)
(ANZBGL). ANZBGL is an ADI, a subsidiary of ANZGHL and a member of the
ANZ Group. ANZGHL is the non-operating holding company of ANZ Group.
ANZGHL does not guarantee or otherwise provide any assurance in respect
of the Notes.
Section 5
Type of instrumentANZ Capital Notes 9 are:
•fully paid – at $100 per Note;
•convertible – in certain circumstances, the Notes will Convert into
ANZGHL Ordinary Shares;
•redeemable and resaleable – in certain circumstances, ANZBGL
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 ANZBGL 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
ANZGHL Ordinary Shares);
•unsecured – they are not secured, are not deposit liabilities of ANZBGL
or ANZGHL, are not protected accounts for the purposes of the Banking
Act and are not guaranteed by ANZGHL or any other person;
•subordinated – subordinated to the claims of Senior Creditors (including
ANZBGL depositors) in a winding-up, but rank equally with Equal Ranking
Instruments and ahead of ANZBGL Ordinary Shares;
•exposed to Trigger Events – where a Trigger Event occurs (which
includes where ANZBGL encounters severe financial difficulty), the Notes
are subject to Conversion into ANZGHL Ordinary Shares or Write Off,
in which case Holders are likely to suffer loss; and
•listed – ANZBGL has applied for Notes to be listed on ASX and Notes are
expected to trade under ASX code “AN3PL”.
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 ANZBGL’s other regulatory capital instruments help to protect
ANZBGL’s depositors and Senior Creditors from losses ANZBGL may incur.
ANZBGL’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$1.7 billion, with the ability to raise more or less.
Face Value$100 per Note. This is the price you need to pay to apply for each Note
under this Prospectus.
Purpose of the OfferANZBGL is issuing the Notes to help meet the capital requirements for ADIs
set by APRA. APRA requires ANZBGL to maintain a level of regulatory capital
to help promote the stability of ANZBGL and protect ANZBGL’s depositors
and other creditors.
1.1 KEY FEATURES OF THE OFFER AND ANZ CAPITAL NOTES 9
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 ANZBGL’s regulatory capital requirements.
See Section 5.7.3
Use of proceedsANZBGL will use the proceeds of the Offer to refinance CN4 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 2.90%, as determined under the Bookbuild; and
•Tax Rate is the Australian corporate tax rate applicable to the franking
account of ANZGHL 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 ANZGHL 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 ANZBGL,
which means ANZBGL 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 ANZBGL 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, ANZBGL cannot pay or resolve to pay any ANZBGL
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 ANZGHL.
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 2024.
Section 2.1.5
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
08
Investment Overview
« CONTENTS
About the Reinvestment OfferAbout ANZ Capital Notes 9

TopicSummaryWhere to find
more information
Do ANZ Capital
Notes 9 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 ANZGHL Ordinary Shares
on 20 September 2033, 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 ANZGHLANZGHL is not the issuer of the Notes and does not guarantee or provide
any assurance in respect of ANZBGL’s obligations under the Note Terms.
Under the ANZ Capital Notes 9 Deed Poll, ANZGHL agrees to Convert the
Notes into ANZGHL 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 ANZGHL;
and
•ANZGHL will issue to the Holder the number of ANZGHL Ordinary Shares
calculated in accordance with the Note Terms.
ANZBGL does not guarantee or otherwise provide assurance in respect
of ANZGHL’s obligations in connection with Conversion.
Section 2.2.5
1.2 SUMMARY OF CERTAIN EVENTS THAT MAY OCCUR WHILE THE
ANZ CAPITAL NOTES 9 ARE ON ISSUE
The diagram and table below summarise certain events that may occur while the ANZ Capital Notes 9 are on issue, and
what Holders may receive if those events occur. The events depend on a number of factors including ANZGHL’ s share price,
the occurrence of contingencies and in some cases election by ANZBGL. As a result the events may not occur.
1.1 KEY FEATURES OF THE OFFER AND ANZ CAPITAL NOTES 9 (CONT)
7 Years
If ANZBGL chooses, and certain
conditions are met, Notes may be Converted,
Redeemed or Resold on these dates
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.
Notes will be Converted on this date if
the Mandatory Conversion Conditions are
satised, or the rst Distribution Payment
Date after this date on which the Mandatory
Conversion Conditions are satised.
2 Years6 Months
Issue
Date
20 March
2024
20 March
2031
20 June
2031
19 September
2031
20 September
2033
Mandatory
Conversion
Date
Optional Exchange
Dates
Potentially
perpetual
5 As 20 September 2031 is not a Business Day, this date has been brought forward to the preceding Business Day.
09
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What can
happen?
When does
this happen?
Is APRA
approval
needed?
6

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 2033 (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
7
Variable number
of ANZGHL
Ordinary Shares
Optional
Conversion
20 March 2031,
20 June 2031 or
19 September 20318
YesYesApproximately $101
7
Variable number
of ANZGHL
Ordinary Shares
Optional
Redemption
20 March 2031,
20 June 2031 or
19 September 20318
YesYes$100Cash
Optional Resale20 March 2031,
20 June 2031 or
19 September 2031
8
YesNo$100Cash
Conversion
in other
circumstances
If a Tax Event or
Regulatory Event occurs
YesYesApproximately $101
7, 9
Variable number
of ANZGHL
Ordinary Shares
If a Change of
Control Event occurs
NoYesApproximately $101
7, 9
Variable number
of ANZGHL
Ordinary Shares
If a Trigger Event occursNoNoDepending on the
market price of the
ANZGHL Ordinary
Shares, Holders are likely
to receive significantly
less than approximately
$101
10, 11, 12
Variable number
of ANZGHL
Ordinary Shares,
capped at the
Maximum
Conversion
Number
12
Redemption
in other
circumstances
If a Tax Event or
Regulatory Event occurs
YesYes$100
9
Cash
Resale in other
circumstances
If a Tax Event or
Regulatory Event occurs
YesNo$100
9
Cash
6 Holders should not expect that APRA’s approval will be given if requested.
7 On the basis of the Conversion calculations, the value of ANZGHL Ordinary Shares received on Conversion may be worth more or less than approximately
$101. The number of ANZGHL Ordinary Shares that Holders will receive will not be greater than the Maximum Conversion Number.
8 As 20 September 2031 is not a Business Day, this date has been brought forward to the preceding Business Day.
9 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 ANZBGL’s discretion and provided the conditions to payment are met).
10 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.
11 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.
12 However, if the Notes are not Converted for any reason (including an Inability Event) into ANZGHL 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.
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1.3 RANKING OF NOTES IN A WINDING-UP OF ANZBGL
The table below illustrates how the Notes would rank upon a winding-up of ANZBGL, if they are on issue at the time.
In the table, a ‘higher ranking’ obligation is one which will be paid out of ANZBGL’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 ANZBGL, the Notes rank ahead of ANZBGL’s Ordinary Shares, equally
among themselves, equally with Equal Ranking Instruments (including ANZ Capital Securities) and behind all Senior
Creditors of ANZBGL, including depositors.
ExamplesExamples of existing ANZBGL obligations
and securities
13
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 ANZBGL, though they are secured over
assets that form part of the ANZ Group
Subordinated
unsecured debt
Subordinated unsecured debt obligations
Equal ranking
obligations
Preference shares
and other equally
ranked instruments
ANZ Capital Notes 9 and ANZ Capital Securities
(in each case if they have not been converted into
ANZGHL Ordinary Shares)
Where Holders have received ANZGHL Ordinary Shares
on Conversion, Holders have the claims of holders of
ANZGHL Ordinary Shares. If, following a Trigger Event,
Notes are Written Off, Holders have no claim at all on
ANZBGL or ANZGHL (even though ANZGHL Ordinary
Shares will still be on issue), and they are likely to be
worse off than holders of ANZGHL Ordinary Shares
or ANZBGL Ordinary Shares
Lower ranking/
later priority
Lower ranking
obligations
ANZBGL Ordinary
Shares
ANZBGL Ordinary Shares
13 This is a very simplified capital structure of ANZBGL and does not include every type of security or other obligation issued by ANZBGL. ANZBGL has the right
to issue further debt, deposits or other obligations or securities of any kind at any time. ANZ Capital Notes 9 do not limit the amount of senior debt, deposits
or other obligations or securities that may be incurred or issued by ANZBGL at any time.
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14 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 ANZBGL AND ANZGHL
ANZ Capital Notes 9 are different from and higher risk than term deposits. There are also differences between ANZ Capital
Notes 9, the other ANZ Capital Notes (such as CN4 and CN8) and ANZGHL 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 ANZ Capital Notes 9 and CN4
is set out in Section 3.2.
Term depositCN8ANZ Capital Notes 9ANZGHL
Ordinary Shares
Protected under
the Financial
Claims Scheme
Yes
14
NoNoNo
MarginVaries from
product
to product
2.75%2.90%, as determined
under the Bookbuild
N/A
Distribution/
dividend rate
FixedFloatingFloatingVariable – as
determined
by ANZGHL
Distribution/
dividend
payment dates
Often at the
end of term
or per annum
QuarterlyQuarterlyGenerally half-yearly –
as determined
by ANZGHL in its
absolute discretion
Conditions to
payment of
distributions/
dividends
None, subject
to applicable
laws and
any specific
conditions
Yes, subject to
ANZBGL’s absolute
discretion and
payment conditions
Yes, subject to
ANZBGL’s absolute
discretion and
Payment Conditions
Yes, subject to
ANZGHL’s absolute
discretion and
applicable laws
and regulations
Distribution/
dividend
restriction
if distribution/
dividend not paid
NoYes, applies to ANZBGL
Ordinary Shares until the
next quarterly distribution
payment date
Yes, applies to ANZBGL
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 "AN3PK"Yes, ANZ Capital Notes 9
are expected to be quoted
as “AN3PL”
Yes – quoted as “ANZ”
Te r mOften between
1 month and
5 years
Perpetual, subject to
mandatory conversion
into ANZGHL Ordinary
Shares on 20 September
2032 (approximately
9.5 years after the
Issue Date)
Perpetual, subject to
Mandatory Conversion
into ANZGHL Ordinary
Shares on 20 September
2033 (approximately
9.5 years after the
Issue Date)
Perpetual
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Term depositCN8ANZ Capital Notes 9ANZGHL
Ordinary Shares
Mandatory
conversion
into ANZGHL
Ordinary Shares
NoYesYes
See Section 2.2
N/A
APRA written
approval required
for conversion,
redemption
or resale
(if applicable)
N/AYes
15
Yes
16
N/A
ANZBGL’s
early conversion
option
NoYesYes
See Section 2.3
N/A
ANZBGL’s
early redemption
option
NoYesYes
See Section 2.3
No
ANZBGL’s
resale rights
NoYesYes
See Section 2.3
No
Other ANZBGL
early redemption
options
NoYesYes
See Section 2.3
No
Trigger EventNoYesYes
See Section 2.5
N/A
Voting rightsN/ANo right to vote at a
general meeting of
holders of ANZGHL
Ordinary Shares or
ANZBGL Ordinary Shares
No right to vote at a
general meeting of
holders of ANZGHL
Ordinary Shares or
ANZBGL Ordinary Shares
Right to vote at a
general meeting of
holders of ANZGHL
Ordinary Shares
RankingRefer to Section 1.3
1.5 KEY RISKS OF ANZ CAPITAL NOTES 9
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 ANZBGL and in the ANZ Group generally. Many of those risks are outside the
control of ANZBGL, ANZGHL 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 9 are
not deposit
liabilities or
protected
accounts
ANZ Capital Notes 9 are not deposit liabilities of ANZBGL or ANZGHL, are not
protected accounts for the purposes of the Banking Act or any other accounts
with ANZBGL or ANZGHL and are not guaranteed or insured by ANZGHL or any
other person.
Section 6.1.16
15 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 CN8 terms).
16 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 ANZGHL Ordinary
Shares or other securities issued by ANZBGL, ANZGHL 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 6.1.9
Mandatory
Conversion
may not occur
on the
Mandatory
Conversion
Date
ANZ Capital Notes 9 have no fixed maturity date but will Convert into ANZGHL
Ordinary Shares on 20 September 2033 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 2033, 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 ANZGHL
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 ANZGHL
Ordinary Shares at the time, Holders are likely to receive significantly less than
approximately $101 worth of ANZGHL 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.
In addition, if Notes are Written Off, Holders have no claim at all on ANZBGL or
ANZGHL (even though ANZGHL Ordinary Shares will still be on issue), and they
are likely to be worse off than holders of ANZGHL Ordinary Shares or ANZBGL
Ordinary Shares.
A Trigger Event may occur at any time.
Sections 2.5
and 6.1.11
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TopicSummaryWhere to find
more information
Ranking in a
winding-up
of ANZ
On a winding-up of ANZBGL, the Notes rank for payment ahead of ANZBGL
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 ANZGHL
Ordinary Shares prior to a winding-up of ANZBGL, the ANZGHL Ordinary Shares
received on Conversion will rank equally with other ANZGHL 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. In addition, if Notes are Written Off, Holders
have no claim at all on ANZBGL or ANZGHL (even though ANZGHL Ordinary Shares
will still be on issue), and they are likely to be worse off than holders of ANZGHL
Ordinary Shares or ANZBGL Ordinary Shares.
Section 6.1.16
ANZBGL and
ANZGHL 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 ANZBGL or ANZGHL at any time,
which may affect a Holder’s ability to be repaid on a winding-up of ANZBGL or
a Holder’s interest in ANZGHL on Conversion.
Section 6.1.21
Fluctuation
in ANZGHL
Ordinary
Share price
The market price of the Notes may be significantly impacted by the market price
of ANZGHL Ordinary Shares. The market price of ANZGHL 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 ANZGHL. As a result, the price used
to calculate the number of ANZGHL Ordinary Shares received by Holders upon
Conversion may also be different to the market price of the ANZGHL Ordinary
Shares when they are issued or thereafter.
Sections 6.1.3,
6.1.5 and 6.1.10
Financial
performance
and position of
ANZBGL and
ANZGHL
The market price of the Notes (and the ANZGHL Ordinary Shares into which they
can Convert) may be affected by ANZBGL’s and ANZ Group’s financial performance
and position. For specific risks associated with an investment in ANZBGL and the
ANZ Group generally, see Section 6.2.
ANZBGL and ANZ Group’s financial performance and position may also affect
any credit ratings associated with ANZBGL’s and ANZGHL’s securities, which may
impact the market price and liquidity of the Notes. Any credit rating applicable
to ANZBGL and ANZGHL 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
ANZBGL has made a target market determination for ANZ Capital Notes 9
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 comprises the target market for ANZ Capital Notes 9
(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
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TopicSummaryWhere to find
more information
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.
Section 3 and 4
Reinvestment
Offer
On 14 February 2024, ANZBGL issued a redemption notice for the CN4 in
accordance with the CN4 terms. That notice confirms that on 20 March 2024,
ANZBGL will redeem all CN4 for their face value of $100 per CN4.
The Reinvestment Offer provides Eligible CN4 Holders with the opportunity to
reinvest some or all of their CN4 Redemption Proceeds into ANZ Capital Notes 9.
Eligible CN4 Holders can also apply for additional Notes under the New Money Offer.
For information on the Reinvestment Offer, including the options available to
Eligible CN4 Holders, see Section 3. All Applications for the Reinvestment Offer
must be submitted through a Syndicate Broker.
Section 3
Final CN4
Distribution
The Final CN4 Distribution of $1.8227 per CN4 is scheduled to be paid on
all CN4 on 20 March 2024.
If you hold CN4 on the record date for the Final CN4 Distribution (which is 7.00pm
on 8 March 2024), then you will receive the Final CN4 Distribution irrespective
of whether you are participating in the Reinvestment Offer or not (subject to
the payment conditions in the CN4 terms and ANZBGL'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.
Section 3 and 4
Minimum
Application
Your Application must be for a minimum of 50 Notes ($5,000).
If you are an Eligible CN4 Holder and own less than 50 CN4, you can still apply for
Notes under the Reinvestment Offer but you must apply to reinvest all of your CN4.
Section 3 and 4
Allocation
policy
•Allocations to Institutional Investors were determined by ANZBGL and
ANZ Securities following completion of the Bookbuild.
•Allocations to Syndicate Brokers were determined by ANZBGL 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. ANZBGL 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 9.
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 9
How to ApplyAbout ANZTaxation SummaryAdditional InformationAppendixInvestment Risks
17

KEY QUESTIONS ABOUT
ANZ CAPITAL NOTES 9
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 ANZGHL 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 ANZGHL's
capital and what is their effect?
2.3 Optional Exchange by ANZBGL
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 ANZBGL may choose?
2.3.6. What are the conditions or restrictions on
Conversion as the Exchange Method?
2.3.7. How many ANZGHL 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 ANZBGL'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 ANZGHL 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
ANZGHL 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 ANZBGL issue further Notes or other
instruments?
2.6.2. What voting rights do Notes carry?
2.6.3. Can ANZBGL amend the Note Terms?
2.6.4. What is an Approved Successor Event?
2.6.5. What is the ANZ Capital Notes 9 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 ANZGHL Ordinary Shares are
issued to a nominee, does the nominee,
ANZBGL or ANZGHL 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 ANZBGL 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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About ANZ Capital Notes 9
Investment Overview
About the Reinvestment Offer

TopicSummaryWhere to find
more information
2.1 DISTRIBUTIONS
ANZ Capital Notes 9 are expected to pay quarterly floating rate non-cumulative Distributions, which are expected to
be franked at the same rate as dividends on ANZGHL 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 ANZBGL’s discretion and subject to the payment not resulting in ANZBGL 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 2.90%, as determined under the Bookbuild; and
Tax Rate is the Australian corporate tax rate applicable to the franking
account of ANZGHL 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 4.35% per annum and given the Margin is 2.90%
per annum, then the Distribution Rate for that Distribution Period would be
calculated as follows:
BBSW Rate 4.3500% per annum
Plus the Margin + 2.9000% per annum
Equivalent unfranked distribution rate 7.2500% per annum
Multiplied by (1 – Tax Rate) x 0.70
Indicative Distribution Rate 5.0750% per annum
Clause 3.1 of
the Note Terms
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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 5.0750% 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 5.0750% per annum
Multiplied by the Face Value x $100.00
Multiplied by the number of days
in the Distribution Period
17
x 91
Divided by 365 ÷ 365
Indicative fully franked cash Distribution
payment for the Distribution Period per Note $1.2653
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.
Clauses 3.1, 13
and 17.2 of the
Note Terms
17 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 are expected to be franked at the same rate as
dividends on the ANZGHL Ordinary Shares. ANZGHL’s most recent ordinary
dividend paid in December 2023 was franked at 56%. 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 5.0750% per annum in the example in Section 2.1.2
would be equivalent to an unfranked distribution rate of approximately
7.2500% 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 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 5.0750% per annum
Multiplied by the Face Value x $100.00
Multiplied by the number of days
in the Distribution Period
18
x 91
Divided by 365 ÷ 365
Sub total $1.2653
Divided by 1 – (Tax Rate x (1 – Franking Rate)) 0.97
Indicative partially franked cash Distribution
payment for the Distribution Period per Note $1.3044
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 ANZGHL 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 ANZBGL 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
18 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 6 February 2024 was 4.3500% per annum.
3 Month BBSW Rate % per annum
0.0
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
Jan 2006Jan 2007Jan 2008Jan 2009Jan 2010Jan 2011Jan 2012Jan 2013Jan 2014Jan 2015Jan 2016Jan 2017Jan 2018Jan 2019Jan 2020Jan 2021Jan 2022Jan 2023Jan 2024
BBSW Bill Rate
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 ANZBGL determines that BBSW has been affected by a “Reference Rate
Disruption Event”, ANZBGL 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. In making these determinations, ANZBGL is required to act in good
faith and in a commercially reasonable manner after consultation with such
sources of market practice as it considers appropriate.
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 ANZBGL’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 2024.
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,
except where the Distribution Payment Date is 20 September 2031, where the
Distribution Payment Date becomes the preceding day which is a 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
ANZBGL’s absolute discretion and the Payment Conditions.
Clauses 3.3, 3.5,
6.1(e) 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 ANZBGL’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 ANZBGL (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 ANZBGL 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), ANZBGL 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 ANZBGL 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 ANZGHL resolving to pay or paying any dividend on,
or buying back, or reducing capital on, ANZGHL Ordinary Shares. However,
ANZGHL’s capacity to do so may be reduced by the application of the
Distribution Restriction on ANZBGL.
Clauses 3.7
and 3.8 of the
Note Terms
2.1.8
Are any deductions
made on the
Distributions?
ANZBGL 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.
ANZBGL 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 amounts 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 ANZBGL’s option, if no such account is nominated, by sending a cheque
to the address of the Holder or by any other method as ANZBGL determines.
To receive a payment by electronic transfer, 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 the first to occur of the
following:
•such account is nominated or ANZBGL elects to pay the amount
by cheque or another method;
•claims may no longer be made in respect of that amount; or
•ANZBGL deals with the amount in accordance with the laws relating
to unclaimed moneys.
Clause 13 of the
Note Terms
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2.2 MANDATORY CONVERSION
ANZ Capital Notes 9 do not have a maturity date but are scheduled to be Converted into ANZGHL Ordinary Shares on
20 September 2033 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 ANZGHL Ordinary Shares.
2.2.1
When is the
Mandatory
Conversion Date?
The Mandatory Conversion Date is 20 September 2033 or if the Mandatory
Conversion Conditions are not satisfied on that date, the next Distribution
Payment Date on which the Mandatory Conversion Conditions are satisfied.
Clause 4.2 of the
Note Terms
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 ANZGHL 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
ANZGHL Ordinary Shares in respect of the possible Mandatory Conversion
Date. Broadly, a Delisting Event occurs when ANZGHL is delisted, ANZGHL
Ordinary Shares have been suspended from trading for a certain period,
or ANZBGL or ANZGHL is prevented by applicable law or any other reason
from performing any of their obligations necessary to effect Conversion
of any 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 ANZGHL Ordinary Shares does not occur.
20 Business 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
ANZGHL 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 9 due
to Prudential Standards and ratings agency requirements. The maximum
number is based on the Issue Date VWAP of ANZGHL 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 ANZGHL Ordinary Shares were to fall significantly and there
were no Mandatory Conversion Conditions, the number of ANZGHL Ordinary
Shares that you would receive might be limited by that cap and in that case
the value of those ANZGHL Ordinary Shares would be likely to be less than
$101. To give Holders some protection against receiving ANZGHL Ordinary
Shares worth less than approximately $101, the First and Second Mandatory
Conversion Conditions have been included, so that where the VWAP of
ANZGHL Ordinary Shares has fallen to less than the specified percentage
of the Issue Date VWAP, Mandatory Conversion is deferred.
So that Holders receive ANZGHL 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 ANZGHL 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
ANZGHL; and
•ANZGHL will issue to the Holder the number of ANZGHL
Ordinary Shares calculated using the formula set out below.
ANZBGL, ANZ BH and ANZGHL have agreed that where a Conversion
occurs, ANZGHL will subscribe for ordinary shares in ANZ BH and ANZ BH
will subscribe for ANZBGL 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
ANZGHL
Ordinary Shares
will Holders receive
on Mandatory
Conversion?
If Notes are Converted on the Mandatory Conversion Date, Holders will
receive a number of ANZGHL 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 ANZGHL 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 ANZGHL Ordinary Shares on ASX.
For example, assuming the VWAP is $27.00, the number of ANZGHL 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 ÷ $26.73
Ordinary Shares per Note 3.7411
Assuming the price of those ANZGHL Ordinary Shares on the Mandatory
Conversion Date is also $27.00 the aggregate value of those ANZGHL
Ordinary Shares (calculated by multiplying 3.7411 by $27.00) would be
approximately $101.
The above example is for illustrative purposes only. The actual VWAP
and the number of ANZGHL 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 ANZGHL 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
ANZGHL’s capital
and what is their
effect?
The Issue Date VWAP may be adjusted to reflect a consolidation, division
or reclassification of ANZGHL 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 ANZGHL). 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 ANZGHL 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 ANZBGL
ANZ Capital Notes 9 have no fixed maturity but ANZBGL may choose to Exchange all or some ANZ Capital Notes 9 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, ANZBGL (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 ANZGHL Ordinary Shares
with a value
19
of approximately $101 per Note;
•Notes are Redeemed for $100 per Note;
•Notes are Resold to a purchaser nominated by ANZBGL (that cannot be
ANZBGL, ANZGHL or any other Related Entity of ANZBGL) for $100 per
Note; or
•a combination of the above.
No Exchange elected by ANZBGL 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 2031, 20 June 2031 or
19 September 2031.
20
Clause 17.2 of
the Note Terms
2.3.3
What is a
Tax Event?
Broadly, a Tax Event will occur if ANZBGL 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
ANZBGL to occur), there is more than an insubstantial risk which the Directors
determine to be unacceptable that ANZBGL, ANZGHL 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
19 Based on the VWAP during a period, being 20 Business Days, on which trading in ANZGHL Ordinary Shares took place immediately preceding the Exchange Date.
The VWAP of ANZGHL Ordinary Shares during the relevant period before the Exchange Date that is used to calculate the number of ANZGHL Ordinary Shares that
Holders receive may differ from the Ordinary Share price on or after the Exchange Date. This means that the value of ANZGHL Ordinary Shares received may be
more or less than anticipated when they are issued or thereafter.
20 As 20 September 2031 is not a Business Day, this date has been brought forward to the preceding Business Day.
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2.3 OPTIONAL EXCHANGE BY ANZBGL (CONT)
2.3.4
What is a
Regulatory Event?
Broadly, a Regulatory Event will occur if:
•ANZBGL 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 ANZBGL to occur)
(a Regulatory Change),
−additional requirements (which are more than de minimis) would be
imposed on ANZBGL or ANZGHL; or
−there would be a negative impact on ANZBGL or ANZGHL 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, ANZBGL
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 ANZBGL
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 later 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 ANZBGL wishes to Exchange Notes by Converting them, there are two types
of restrictions which apply:
•Restrictions on choosing to Convert
ANZBGL 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 ANZBGL has sent an Exchange Notice, ANZBGL 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, ANZBGL 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 ANZGHL Ordinary Shares that are
permitted to be issued in these circumstances under the Prudential Standards.
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 ANZBGL (CONT)
2.3.7
How many
ANZGHL
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 ANZGHL
Ordinary Shares with a value of approximately $101 (based on a VWAP during
a period of 20 Business Days in which trading in ANZGHL Ordinary Shares took
place before the Conversion date).
On the Conversion date:
•the Notes being Converted will be automatically transferred from
Holders to ANZGHL; and
•ANZGHL will issue to Holders the number of ANZGHL
Ordinary Shares calculated as set out above.
Clauses 5 and 6
of the Note Terms
2.3.8
Are there any
restrictions on
Redemption?
ANZBGL may only elect to Redeem Notes with APRA’s prior written approval.
ANZBGL 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 ANZBGL’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 ANZBGL elects to Redeem the Notes.
Clauses 5.2(c)
and 7 of the
Note Terms
2.3.9
What happens
on Resale?
ANZBGL may only elect to Resell Notes with APRA’s prior written approval.
If ANZBGL 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 ANZBGL as a result of the non-payment.
ANZBGL may appoint one or more Purchasers for the Resale on such terms
as may be agreed between ANZBGL 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 ANZBGL 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 ANZBGL.
ANZBGL may not appoint itself, ANZGHL or another Related Entity as
a Purchaser.
Clause 8 of the
Note Terms
2.3.10
What factors
will influence
ANZBGL’s decision
to Exchange
the Notes?
ANZBGL 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,
ANZBGL’s regulatory capital requirements and financial condition at the
time, the market conditions prevailing at the time and the cost to ANZBGL
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
ANZBGL, ANZGHL 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, ANZBGL must give a notice to Convert all ANZ Capital Notes 9 on issue into a number
of ANZGHL 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 ANZBGL or ANZGHL 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 ANZBGL’s capital.
Not all corporate activities that have the effect of a change of control of
ANZBGL or ANZGHL 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, ANZBGL must, subject to certain
further restrictions, give a Change of Control Conversion Notice to Convert
each Note into a number of ANZGHL Ordinary Shares with a value of
approximately $101 (based on the VWAP during a period, usually 20 Business
Days, on which trading in ANZGHL Ordinary Shares took place immediately
preceding (but not including) the Business Day before the Change of Control
Conversion Date).
21
On the Change of Control Conversion Date:
•the Notes will be automatically transferred from Holders to ANZGHL; and
•ANZGHL will issue to Holders the number of ANZGHL 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, ANZBGL will 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 ANZGHL Ordinary Shares that are
permitted to be issued in these circumstances under the Prudential Standards.
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 ANZBGL has given a Change of Control Conversion Notice but the
restrictions prevent Conversion, ANZBGL will give a new Change of Control
Conversion Notice to Convert the Notes on the next Distribution Payment
Date. 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
21 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
ANZGHL 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 ANZGHL Ordinary Shares that Holders receive may differ from the ANZGHL Ordinary Share price on or after the Change of Control Conversion Date.
This means that the value of ANZGHL 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 9 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 ANZGHL
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 ANZBGL encounters severe financial difficulty. In the event of a Conversion following a
Trigger Event, depending on the market price of ANZGHL Ordinary Shares at the relevant time, Holders are likely to receive
ANZGHL 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. If Notes are Written Off, Holders have no claim at all on ANZBGL or ANZGHL
(even though ANZGHL Ordinary Shares will still be on issue), and they are likely to be worse off than holders of ANZGHL
Ordinary Shares or ANZBGL Ordinary Shares.
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 ANZBGL
determines, or APRA has notified ANZBGL in writing that it believes, that
a Common Equity Capital Ratio is equal to or less than 5.125%.
ANZBGL 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
ANZBGL 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 5.7 for more information about ANZBGL’s Common Equity
Capital Ratio.
A Non-Viability Trigger Event
A Non-Viability Trigger Event will occur if, at any time:
•APRA notifies ANZBGL in writing that conversion or write off of Relevant
Securities is necessary because, without it, APRA considers that ANZBGL
would become non-viable; or
•APRA notifies ANZBGL in writing that it has determined that without a
public sector injection of capital (or equivalent support) ANZBGL 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 ANZBGL’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?
ANZBGL may be required to Convert a number of Notes into ANZGHL
Ordinary Shares following the occurrence of a Trigger Event. If a Trigger
Event occurs, ANZBGL must Convert the Notes immediately on that day.
On Conversion, the Notes will be automatically transferred from Holders to
ANZGHL and ANZGHL will issue to Holders the number of ANZGHL Ordinary
Shares calculated as set out below.
ANZBGL 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.
If Notes are Written Off, Holders have no claim at all on ANZBGL or ANZGHL
(even though ANZGHL Ordinary Shares will still be on issue), and they are
likely to be worse off than holders of ANZGHL Ordinary Shares or ANZBGL
Ordinary Shares.
Clauses 4.7, 4.8,
4.9, 6.1 and 6.13
of the Note Terms
2.5.3
How many
ANZHGL 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 ANZGHL 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 ANZGHL 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, ANZGHL 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 ANZGHL Ordinary Shares took place immediately preceding
(but not including) the Trigger Event Conversion Date (when the price of
ANZGHL 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 ANZGHL Ordinary Shares on ASX.
Clauses 6.1 to 6.7
of the Note Terms
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2.5 AUTOMATIC CONVERSION FOLLOWING A TRIGGER EVENT (CONT)
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 ANZGHL 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 ANZGHL Ordinary

Shares at the relevant time, a Holder is likely to receive significantly less than
approximately $101 worth of ANZGHL Ordinary Shares per Note and is likely

to suffer a loss as a consequence.
2.5.5
Is there a
worked example
illustrating how
many ANZGHL
Ordinary Shares a
Holder will receive
on Conversion
following a
Trigger Event?
This example illustrates how many ANZGHL 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 $27.00.
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 ÷ $5.40
Ordinary Shares per Note =18.5185
Step 3 – Assess the effect of the Maximum Conversion Number
In this example, the Maximum Conversion Number is lower than the
indicative number of
ANZGHL 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
ANZGHL Ordinary Shares a
Holder would receive per Note at 18.5185
ANZGHL Ordinary Shares. If those
ANZGHL Ordinary Shares were sold on ASX at the same price as the VWAP
(being $4.50), the Holder would receive $83.33 and have suffered a loss on
their investment of $16.67.
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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, ANZBGL 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 ANZBGL is viable
without further conversion or write off (as applicable).
In that circumstance, ANZBGL will endeavour to convert each class of
Relevant Securities on an approximately pro-rata basis or in a manner that
is otherwise, in the opinion of ANZBGL, fair and reasonable. This is subject to
such adjustment as ANZBGL may determine to take account of the effect on
marketable parcels and the need to round to whole numbers the number of
ANZGHL Ordinary Shares and any Notes or other Relevant Securities remaining
on issue. In addition, where the Relevant Securities are in different currencies,
ANZBGL 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, CN4, CN5, CN6, CN7 and CN8 will be
converted or written off before any Tier 2 Capital instruments are converted
or written off;
•ANZBGL 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,
ANZBGL would become non-viable, all the Notes will be Converted.
The Conversion of Notes into ANZGHL 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 ANZGHL Ordinary Shares at the time,
Holders are likely to receive significantly less than approximately $101 worth
of ANZGHL 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 ANZBGL issue
further Notes or
other instruments?
ANZBGL 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. ANZGHL 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 ANZBGL,
ANZGHL or any other member of the ANZ Group (other than on
Conversion) or to participate in any bonus issues of shares by ANZBGL,
ANZGHL or any other member of the ANZ Group;
•prevent ANZBGL, ANZGHL 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 ANZBGL, ANZGHL 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
2.6.2
What voting rights
do Notes carry?
Holders do not have voting rights at a meeting of members of ANZBGL,
ANZGHL or any other member of the ANZ Group.
Clause 10.2 of the
Note Terms
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2.6 OTHER (CONT)
2.6.3
Can ANZBGL
amend the
Note Terms?
Subject to complying with all applicable laws, ANZBGL may amend the Note
Terms without the consent of Holders in certain circumstances including
where ANZBGL reasonably considers the amendment:
•is made to correct a manifest or proven 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 ANZBGL’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, without such amendment materially adversely
affecting the interests of Holders as a whole; or
•in any other case, will not materially adversely affect the rights of Holders
as a whole.
ANZBGL 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), ANZBGL may elect to substitute
an Approved Successor:
•as issuer of ordinary shares on Conversion; or
•to assume all obligations under the Note Terms.
ANZBGL may elect to substitute an Approved NOHC, ANZGHL or ANZBGL 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, ANZBGL 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 ANZGHL 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 ANZBGL 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. Holders
do not have any right to vote on an Approved Successor Event and Holders
have no rights to require ANZBGL to give an Approved Successor Notice.
Clauses 11.1, 14.2
and 17.2 of the
Note Terms
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2.6 OTHER (CONT)
2.6.5
What is the ANZ
Capital Notes 9
Deed Poll?
A trustee has not been appointed for ANZ Capital Notes 9. Instead, the
ANZ Capital Notes 9 Deed Poll has been made by ANZBGL and ANZGHL
in favour of each person who is from time to time a Holder. The ANZ Capital
Notes 9 Deed Poll gives legal effect to ANZBGL’s and ANZGHL’s obligations
in the Note Terms.
Under the ANZ Capital Notes 9 Deed Poll, ANZBGL also undertakes to
appoint the Registry and procure the Registry to establish and maintain
a principal Register.
The ANZ Capital Notes 9 Deed Poll also includes provisions for meetings
of Holders.
Holders will be bound by the terms of the ANZ Capital Notes 9 Deed Poll,
the Note Terms and this Prospectus when ANZ Capital Notes 9 are issued
or transferred to them or they purchase ANZ Capital Notes 9.
Each Holder can enforce ANZBGL’s and ANZGHL’s obligations under the
ANZ Capital Notes 9 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 9 Deed Poll can be obtained from
capitalnotes.anz.com.
ANZ Capital
Notes 9 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
ANZBGL 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, the relevant ANZGHL Ordinary Shares
may be issued to a nominee (who may not be ANZBGL, ANZGHL or another
Related Entity of ANZBGL) who will sell those ANZGHL 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 ANZGHL Ordinary Shares issued on Conversion of Notes, the
ANZGHL Ordinary Shares which the Holder is obliged to accept will be issued,
at ANZBGL’s election, either:
•to the Holder net of FATCA Withholding and issue the balance of ANZGHL
Ordinary Shares to a nominee; or
•entirely to a nominee.
In each case, the nominee (which may not be ANZBGL, ANZGHL or another
Related Entity of ANZBGL) will sell the ANZGHL Ordinary Shares issued to
it, deal with any proceeds of their disposal in accordance with FATCA and,
where the ANZGHL 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 ANZGHL
Ordinary Shares
are issued to a
nominee, does
the nominee,
ANZBGL or
ANZGHL have any
duties on a sale?
None of ANZBGL, ANZGHL or the nominee owes any obligations or duties
to Holders in relation to the price at which ANZGHL Ordinary Shares are sold
or has any liability for any loss suffered by a Holder as a result of the sale of
ANZGHL 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 ANZBGL 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 ANZBGL
binding?
Except where there is fraud or a manifest or proven error, any determination
or calculation which ANZBGL makes in accordance with the Note Terms is
final and binds ANZBGL, 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 ANZBGL in respect of
any claim by ANZBGL against that Holder and will have no offsetting rights
or claims on ANZBGL if ANZBGL does not pay a Distribution when scheduled
under the Note Terms.
ANZBGL may not exercise any right of set-off against a Holder in respect
of any claim by that Holder against ANZBGL.
Clause 9.5 of the
Note Terms
2.6.12
What is the power
of attorney?
Each Holder agrees to appoint each of ANZBGL, ANZGHL, their respective
officers and any External Administrator of ANZBGL or ANZGHL (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 to:
•effect any transfers of Notes or make any entry in the Register in connection
with a Conversion, Redemption, Resale, Approved Successor Event or
substitution of an Approved NOHC; or
•facilitate the performance of a Holder’s obligations in connection
with a Conversion, Redemption, Resale, Approved Successor Event
or substitution of 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 CN4 HOLDERS;
THE DIFFERENCE BETWEEN CN4 AND ANZ
CAPITAL NOTES 9;
FURTHER INFORMATION ABOUT
PARTICIPATING IN THE REINVESTMENT
OFFER AND HOW TO REINVEST YOUR
CN4 REDEMPTION PROCEEDS INTO ANZ
CAPITAL NOTES 9; 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 CN4?
CN4 (or Capital Notes 4) are fully paid, non-cumulative, convertible, transferable, redeemable,
subordinated, perpetual, unsecured notes that were issued by ANZBGL on 27 September 2016.
The CN4 terms were amended on 3 January 2023 to reflect the establishment of ANZGHL as the
head entity of the ANZ Group. CN4 trade on the ASX under the ASX code “AN3PG”.
3.1.2
What is
happening
to CN4?
On 14 February 2024, ANZBGL issued a redemption notice in accordance with the CN4 terms.
The redemption notice confirms that on 20 March 2024, ANZBGL will redeem all CN4 for their
face value of $100 per CN4. If you are an Eligible CN4 Holder and participate in the Reinvestment
Offer, your CN4 Redemption Proceeds will be applied to subscribe for Notes (see below for
further details).
The redemption notice is irrevocable (except as provided by the CN4 terms) but the CN4
Redemption may not occur for a number of reasons, including if a trigger event occurs under
the CN4 terms or APRA revokes its approval of the CN4 Redemption.
If the CN4 Redemption does not occur, except as a result of a trigger event occurring in respect
of the CN4, CN4 holders will continue to hold their CN4.
To facilitate the CN4 Redemption, the CN4 will cease trading on ASX on 6 March 2024.
A final distribution of $1.8227 per CN4 is scheduled to be paid by ANZBGL in respect of all CN4
on 20 March 2024 (subject to the payment conditions in the CN4 terms and ANZBGL’s absolute
discretion) (Final CN4 Distribution). The record date for the Final CN4 Distribution is 7.00pm
on 8 March 2024. All holders of CN4 on the record date will be entitled to receive the Final
CN4 Distribution, including Eligible CN4 Holders who participate in the Reinvestment Offer.
3.1.3
What is the
Reinvestment
Offer?
The Reinvestment Offer is an invitation to Eligible CN4 Holders to apply to have some or all
of their CN4 Redemption Proceeds reinvested into Notes.
22
If you are an Eligible CN4 Holder and you participate in the Reinvestment Offer, your CN4
Redemption Proceeds that you reinvest into Notes will be used to fund the Application
Payment for the Notes. Those CN4 Redemption Proceeds will not be paid to you.
Eligible CN4 Holders are not required to participate in the Reinvestment Offer and there
is no guarantee Applications under the Reinvestment Offer will be accepted.
22 The market price of CN4 is subject to change from time to time and CN4 holders may be able to sell or dispose of their CN4 at a price higher or lower than
the price they would receive for the CN4 under the CN4 Redemption (being $100 per CN4). The current market price of CN4 is available at the ASX website
(asx.com.au).
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
40
About the Reinvestment Offer
« CONTENTS
Investment Overview
About ANZ Capital Notes 9

TopicSummary
3.1 THE REINVESTMENT OFFER (CONT)
3.1.4
What are my
options as a
CN4 holder?
Participate in the Reinvestment Offer
Eligible CN4 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 CN4 Redemption Proceeds will be paid to you on
20 March 2024 along with the Final CN4 Distribution; or
•sell your CN4 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 CN4;
−will not be entitled to receive the Final CN4 Distribution if you are not a CN4 holder
on the record date for the distribution (7.00pm on 8 March 2024); and
−if eligible, may use the sale proceeds from any CN4 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 differences between CN4 and ANZ Capital Notes 9 that Eligible CN4 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 CN4 Holders can apply to participate in the Reinvestment Offer.
To be an Eligible CN4 Holder, you must:
•have been a registered holder of CN4 at 7.00pm on 8 February 2024;
•be shown on the CN4 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 9 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 CN4 the subject of your Application.
Eligible CN4 Holders who apply to participate in the Reinvestment Offer are taken to agree to
a holding lock being placed on the CN4 the subject of their Application until the Issue Date.
If CN4 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 CN4 available on the Closing Date for the Reinvestment Offer, which is expected to be 5.00pm
on 11 March 2024.
An Application to participate in the Reinvestment Offer is irrevocable once submitted unless
ANZBGL 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
CN4 holder?
The Final CN4 Distribution of $1.8227 per CN4 is scheduled to be paid by ANZBGL in respect of
all CN4 on 20 March 2024 (subject to the payment conditions in the CN4 terms and ANZBGL's
absolute discretion). The record date for the Final CN4 Distribution is 7.00pm on 8 March 2024.
All holders of CN4 on the record date will be entitled to receive the Final CN4 Distribution,
including Eligible CN4 Holders who participate in the Reinvestment Offer.
Any payment of the Final CN4 Distribution will be made via direct credit in accordance with
your existing CN4 payment instructions. If you have not provided direct credit details, ANZBGL
will deal with any payment in accordance with the CN4 terms.
If you wish to change your CN4 payment instructions for the payment of the Final CN4 Distribution
then you must provide updated instructions to the Registry by 7.00pm on 8 March 2024.
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 CN4 Redemption or the
reinvestment of your CN4 Redemption Proceeds in Notes.
CN4 Holders who choose to sell their CN4 on-market through their broker may be required
to pay applicable brokerage.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
42
About the Reinvestment Offer
« CONTENTS
Investment Overview
About ANZ Capital Notes 9

3.2 WHAT ARE THE KEY DIFFERENCES BETWEEN CN4 AND ANZ CAPITAL
NOTES 9?
There are a number of differences between CN4 and ANZ Capital Notes 9 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 9 and
CN4 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 9.
TopicCN4ANZ Capital Notes 9
Issuer
ANZBGL ANZBGL
Protected under the
Financial Claims Scheme
NoNo
Te r m
Perpetual, subject to mandatory
conversion into ANZGHL Ordinary Shares
on 20 March 2026 (approximately 9.5 years
after its issue date)
Perpetual, subject to Mandatory
Conversion into ANZGHL Ordinary Shares on
20 September 2033 (approximately 9.5 years
after the Issue Date)
23
Margin
4.7%2.90%, as determined under the Bookbuild
Distribution rate
FloatingFloating
Distribution
payment dates
QuarterlyQuarterly
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 ANZBGL’s absolute discretion
and the payment conditions under the
CN4 terms
Yes, subject to ANZBGL’s absolute discretion
and Payment Conditions
Distribution restriction
if distribution not paid
Yes, if a distribution is not paid ANZBGL
must not pay certain distributions on
ANZBGL Ordinary Shares until and including
the next quarterly distribution payment date.
There is no restriction on ANZGHL
Yes, applies to ANZBGL Ordinary Shares
until and including the next quarterly
Distribution Payment Date – see Section
2.1.7. There is no restriction on ANZGHL
Transferable
Yes – quoted on ASX as “AN3PG”Yes – expected to be quoted on ASX
as “AN3PL”
Mandatory conversion
into ANZGHL Ordinary
Shares
Yes, on 20 March 2026 if the mandatory
conversion conditions under the CN4 terms
are satisfied
Yes, on 20 September 2033 if the Mandatory
Conversion Conditions are satisfied
ANZBGL’s early
conversion option
Yes, on 20 March 2024 with APRA’s prior
written approval
Yes, on 20 March 2031, 20 June 2031 or
19 September 2031,
24
with APRA’s prior
written approval – see Section 2.3
ANZBGL’s early
redemption option
Yes, on 20 March 2024 with APRA’s prior
written approval
Yes, on 20 March 2031, 20 June 2031 or
19 September 2031,
24
with APRA’s prior
written approval – see Section 2.3
23 ANZ Capital Notes 9 may also be Converted, Redeemed, Resold or Written Off in a number of other circumstances as described in this Prospectus.
24 As 20 September 2031 is not a Business Day, this date has been brought forward to the preceding Business Day.
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TopicCN4ANZ Capital Notes 9
ANZBGL resale rights
Yes, with APRA’s prior written approvalYes, with APRA’s prior written approval –
see Section 2.3
Other ANZBGL early
redemption or resale
options
Tax events (in Australia only) and regulatory
events under the CN4 terms 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 ANZBGL early
conversion options/
events
Tax events and regulatory events under
the CN4 terms 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, ANZBGL must convert CN4 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 under the CN4
terms occurs.
If ANZBGL is unable to convert CN4 within
5 business days of the trigger event, the
CN4 will not be converted but will instead
be written off.
Yes, ANZBGL 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 ANZGHL Ordinary Shares or
ANZBGL Ordinary Shares
No right to vote at general meeting
of holders of ANZGHL Ordinary Shares
or ANZBGL Ordinary Shares
Ranking
Equal to ANZ Capital Securities, senior to
ANZBGL Ordinary Shares, subordinated
to claims of senior creditors (including
ANZBGL depositors)
Equal to ANZ Capital Securities, senior to
ANZBGL Ordinary Shares, subordinated
to claims of Senior Creditors (including
ANZBGL 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 CN4 Redemption amount of $100 per CN4 (which does not include the Final CN4 Distribution) may be less than the
ASX trading price of CN4 (which may include an amount representing the accrued portion of the Final CN4 Distribution).
Rather than participating in the Reinvestment Offer, Eligible CN4 Holders may obtain a better financial outcome by selling
their CN4 on-market and investing the proceeds in ANZ Capital Notes 9 (although any Application may be scaled back);
•if you are an Eligible CN4 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 9. As such, you will be subject to the risks associated
with an investment in ANZ Capital Notes 9, in ANZBGL and in the ANZ Group generally, many of which are outside
the control of ANZBGL, ANZGHL 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 9
and CN4 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 9

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
ANZBGL has made a target market determination for ANZ Capital Notes 9 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 comprises the target
market for ANZ Capital Notes 9 (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 9 (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 9;
•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 9 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
25
All Applications must be submitted through a Syndicate Broker. No Applications can be made directly to ANZBGL.
The Offer does not contain a specific offer for securityholders of ANZGHL or ANZBGL and Eligible CN4 Holders cannot apply
directly to ANZBGL 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 and Institutional Investors.
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 CN4 in Notes (unless you hold less
than that amount of CN4);
−if you hold less than 50 CN4, you can still apply to participate in the Reinvestment
Offer, but you must apply to reinvest all of your CN4 in Notes; and
−an Application Payment is not necessary as your CN4 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.
25 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 9 are issued.
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Investment Overview
About the Reinvestment OfferAbout ANZ Capital Notes 9

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 ANZBGL. In particular, if you are a Retail Investor, you will
be required to represent to ANZBGL that you have received
personal advice from a qualified financial adviser in relation
to your acquisition of ANZ Capital Notes 9.
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 ANZBGL
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 ANZBGL in the manner contemplated
in this Prospectus and otherwise on the terms and
conditions agreed to by ANZBGL 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
ANZBGL 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.
ANZBGL 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 ANZBGL following completion
of the Bookbuild.
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4.5 ASX QUOTATION,
CONFIRMATION STATEMENTS
AND OTHER INFORMATION
4.5.1 ASX quotation
ANZBGL 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 21 March 2024 under
ASX code “AN3PL”.
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
ANZBGL has applied for Notes to participate in CHESS.
No certificates will be issued for Notes. ANZBGL expects
that Confirmation Statements for issuer sponsored holders
and confirmations for CHESS holders will be despatched
to successful applicants by 26 March 2024.
4.5.3 Provision of bank account details
for Distributions
ANZBGL’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, ANZBGL’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, ANZBGL 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, ANZBGL 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 and the unfranked
portion is not declared to be conduit foreign income.
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
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Investment Overview
About the Reinvestment OfferAbout ANZ Capital Notes 9

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 ANZBGL AND
ANZGHL; AND
A DESCRIPTION OF ANZBGL AND THE ANZ
GROUP’S CAPITAL MANAGEMENT AND
CAPITAL RATIOS, FUNDING AND LIQUIDITY.
05
SECTION 05
ABOUT ANZBGL,
ANZGHL AND
THE ANZ GROUP
About ANZHow to ApplyTaxation SummaryAdditional InformationAppendixInvestment Risks
49

5.1 OVERVIEW OF ANZ GROUP
The ANZ Group is one of the four major banking groups
headquartered in Australia. ANZBGL is a public company
incorporated and domiciled in Australia with debt
listed on securities exchanges. ANZBGL's registered
office is located at Level 9, 833 Collins Street, Docklands,
Victoria 3008, Australia, and the telephone number is
+61 3 9683 9999. ANZBGL’s Australian Business Number
is ABN 11 005 357 522.
The ANZ Group provides a broad range of banking and
financial products and services to retail, small business,
corporate and institutional customers. Geographically,
operations span Australia, New Zealand, a number of other
countries in the Asia-Pacific region, the United Kingdom,
France, Germany and the United States.
As at 30 September 2023, the ANZ Group had total
assets of $1,105.6 billion and share capital and reserves
attributable to shareholders of the Company of
$69.5 billion.
On 3 January 2023, ANZBGL implemented a restructure
that resulted in ANZGHL becoming the new listed
parent company of the ANZ Group in place of ANZBGL
(Restructure). ANZGHL is a non-operating holding company
(NOHC) and is authorised as such for the purposes of the
Banking Act 1959 (Cth) (the Banking Act). ANZGHL is listed,
and ANZGHL ordinary shares are quoted, on the ASX.
ANZGHL ordinary shares are also quoted on the New Zealand
Stock Exchange (NZX). ANZBGL is an Authorised Deposit-
Taking Institution (ADI) and is regulated by various
prudential regulators, including the Australian Prudential
Regulation Authority (APRA) in Australia and the Reserve
Bank of New Zealand (RBNZ) in New Zealand. Following
the Restructure, ANZBGL is a subsidiary of ANZGHL.
The composition of the ANZ Group following the
Restructure is set out in the diagram below.
It should be noted that ANZGHL:
•does not guarantee ANZBGL’s obligations generally or
in connection with any securities issued by ANZBGL;
•does not have any obligations under the terms and
conditions of senior debt issued by ANZBGL; and
•does not have any obligations under the terms and
conditions of Tier 2 Capital securities or Additional Tier 1
Capital securities issued by ANZBGL (such as the Notes
and other ANZ Capital Securities), except to the extent
that such securities are convertible into ANZGHL Ordinary
Shares as provided for in the terms and conditions of
such securities.
Prior to the implementation of the Restructure, ANZBGL’s
principal ordinary share listing and quotation was on the
ASX. Its ordinary shares were also quoted on the NZX. As
a result of the Restructure, ANZBGL’s ordinary shares are
no longer listed or quoted on the ASX or NZX.
ANZ Bank Group
ANZ Group
ANZ Non-Bank Group
ANZGHL Shareholders
ANZGHL
ANZ ServiceCo
Certain
property assets
ANZ Group Holdings Limited
ANZ BH Pty Ltd
Australia and New Zealand
Banking Group Limited
ANZ Group Services Pty LtdANZ NBH Pty Ltd
Non-banking businesses
and investments
ANZ Non-Bank HoldCoANZ Bank HoldCo
ANZBGL
Banking businesses
including ANZ Bank
New Zealand
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5.2 BUSINESS MODEL
The ANZ Group’s business model primarily consists of
raising funds through customer deposits and the wholesale
debt markets and lending those funds to customers. In
addition, the ANZ Group operates a Markets business which
earns revenue from sales, trading and risk management
activities. The ANZ Group also provides payments and
clearing solutions.
The ANZ Group’s primary lending activities are personal
lending covering residential home loans, credit cards and
overdrafts, and lending to corporate and institutional
customers.
The ANZ Group’s income is derived from a number of
sources, primarily:
•Net interest income – represents the difference between
the interest income the ANZ Group earns on its lending
activities and the interest paid on customer deposits and
wholesale funding;
•Net fee and commission income – represents fee
income earned on lending and non-lending related
financial products and services. It includes net funds
management income;
•Share of associates’ profits – represents the ANZ Group’s
share of the profit of an entity over which the ANZ Group
has significant influence but not control; and
•Other income – includes net income from insurance
business, revenue generated from sales, trading and
risk management activities in the Markets business,
net foreign exchange earnings, gains and losses from
economic and revenue and expense hedges, and gains
or losses from divestments and business closures.
5.3 STRATEGY
The ANZ Group’s strategy is focused on improving the
financial wellbeing and sustainability of its customers;
by providing excellent services, tools and insights that
engage and retain customers and support them in
achieving their goals.
In particular, the ANZ Group wants 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 believes its strategy will be enabled by:
•Propositions its customers love – with easy-to-use
services that evolve to meet their changing needs.
•Flexible and resilient digital banking Platforms –
powering the ANZ Group’s customers and made
available for others to power the industry.
•Partnerships that unlock new value – with ecosystems
that help customers further 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 it creates.
5.4 PRINCIPAL ACTIVITIES
During the 2023 financial year, the ANZ Group operated
on a divisional structure with six divisions: Australia Retail,
Australia Commercial, Institutional, New Zealand, Pacific,

and Group Centre.
The divisions reported below are consistent with operating
segments as defined in AASB 8 Operating Segments and
with internal reporting provided to the chief operating
decision maker, being the Chief Executive Officer.
As at 30 September 2023, the principal activities of the

ANZ Group’s six divisions were:
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: SME
Banking (small business owners and medium commercial
customers) and Specialist Business (large commercial
customers, high net worth individuals and family groups).
Institutional
The Institutional division services institutional and corporate
customers and governments across Australia, New Zealand
and International (including Papua New Guinea (PNG)) 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 ANZ Group's interest rate exposure
and liquidity position.
•Central Functions consists of enablement functions that
help deliver payments services, operational support and
digital capability across both the Institutional division
and the wider enterprise.
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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. It delivers services via internet and app-based
digital solutions and network of branches, mortgage
specialists, relationship managers and contact centres.
•Business & Agri (previously “Business”) provides a full
range of banking services, through its 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.
•Central Functions includes Treasury and back-office
support functions.
Pacific
The Pacific division provides products and services to retail
and commercial customers (including multi-nationals) and
to governments located in the Pacific region, excluding PNG,
which forms part of the Institutional division.
Group Centre
Group Centre division provides support to the operating
divisions, including technology, property, risk management,
financial management, treasury, strategy, marketing, human
resources, corporate affairs, and shareholder functions.

It also includes minority investments in Asia and interests
in the ANZ Non-Bank Group.
Possible M&A developments
As the ANZ Group focuses on its strategy, it continues
to regularly examine a range of opportunities, including
acquisitions and divestments, including the divestment
of non-core businesses. In recent years, ANZ has sold
or exited 29 businesses releasing capital that has been
returned to shareholders or deployed to other parts of
the ANZ Group to fund growth. The only material non-core
businesses left are ANZ Group’s three remaining Asian Bank
investments. For further information, see Section 6.2.9.
5.5 DEVELOPMENTS TO THE
ANZ GROUP
On 18 July 2022, the ANZ Bank Group announced an
agreement to purchase 100% of the shares in SBGH Limited,
the immediate non-operating holding company of Suncorp
Bank. The acquisition was subject to Australian Competition
and Consumer Commission (ACCC) authorisation or
approval. The ACCC declined to grant authorisation for this
acquisition in August 2023. On 25 August 2023, the ANZ
Bank Group filed an application for Australian Competition
Tribunal review of the decision by the ACCC not to grant
the authorisation. Under Australian competition law, the
Australian Competition Tribunal is the review body for
merger authorisation decisions and can vary or set aside
the ACCC’s decision.
On 20 February 2024, the the Australian Competition
Tribunal delivered its decision to authorise the acquisition.
Accordingly, subject to the ACCC or another third party
seeking judicial review on limited grounds by the Full
Federal Court and the remaining acquisition conditions
being satisfied in due course, including Federal Treasurer
approval and certain amendments to the State Financial
Institutions and Metway Merger Act 1996 (QLD), the
acquisition will proceed.
26
Assuming these conditions are
satisfied, and the authorisation is not subject to judicial
review, completion of the acquisition is expected to occur in
or around mid-calendar year 2024. The capital requirements
for the acquisition are sourced from existing available capital
(for further information see Section 5.7.7).
For further information, see the risks related to the ANZ Bank
Group's business activities and industry in Sections 6.2.1 -
6.2.9.
5.6 FINANCIAL INFORMATION
ABOUT THE ANZ GROUP AND
ANZBGL
5.6.1 ANZ Group's 2023 Financial Year
The ANZ Group’s statutory profit after tax for the year
ended 30 September 2023 attributable to the shareholders
of ANZGHL was $7,098 million, compared to $7,119 million
for the year ended 30 September 2022. The ANZ Group’s
dividend for the year ended 30 September 2023 was
175 cents per ANZGHL Ordinary Share (with the 2023
interim dividend of 81 cents fully franked and the 2023
final dividend of 94 cents partially franked at 56%)
compared to 146 cents (fully franked) for the year
ended 30 September 2022, an increase of 20%.
5.6.2 ANZBGL’s 2023 Financial Year
The ANZ Bank Group’s statutory profit after tax for the year
ended 30 September 2023 attributable to the shareholders
of ANZBGL was $7,165 million, compared to $7,119 million
for the year ended 30 September 2022. The dividend paid
by ANZBGL for the year ended 30 September 2023 was
$5,600 million compared to $3,965 million for the year
ended 30 September 2022.
5.6.3 2024 Pillar 3 update
ANZBGL released its Pillar 3 for the 3 months to
31 December 2023 on 12 February 2024.
Further information is available at shareholder.anz.com/
announcements.
26 ANZBGL will also have a termination right under the Suncorp Bank Sale Agreement if APRA issues a written communication to ANZBGL under or in connection
with APS 222 Associations with Related Entities (APS 222) to the effect that ANZBGL must not proceed with completion of the acquisition.
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5.6.4 Historical results
The profit information in Sections 5.6.1 and 5.6.2 is historical
information and is not a forecast of results to be expected
in future periods.
5.6.5 Impact of the Offer on the ANZ Group’s
balance sheet
The issue of the Notes will increase the ANZ Group’s
subordinated debt and cash by approximately $1,675
million ($1.7 billion gross proceeds of the Offer, less
approximately $25 million of Offer costs) with no impact
on the ANZ Group’s net assets or shareholders’ equity.
If all CN4 are redeemed by ANZBGL on 20 March 2024, the
ANZ Group’s subordinated debt and cash would reduce
by approximately $1,622 million, with no impact on the
ANZ Bank Group’s net assets or shareholders’ equity.
On a net basis, the Offer of the Notes and the redemption of
all of the CN4 would increase the ANZ Group’s subordinated
debt and cash by approximately $53 million. The Offer of the
Notes and the redemption of all of the CN4 will not have
a material impact on the ANZ 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 ANZBGL raises more or less than $1.7 billion under the
Offer the figures referred to above will be impacted
accordingly.
5.6.6 Impact of the Offer on the ANZ Bank Group’s
balance sheet
The issue of the Notes and the redemption of all of the
CN4 will have the same impact on the ANZ Bank Group’s
balance sheet as on the ANZ Group’s balance sheet as set
out in Section 5.6.5 above.
5.7 CAPITAL ADEQUACY
5.7.1 Prudential regulation
APRA is the prudential regulator of the Australian financial
services industry.
ANZBGL is regulated by APRA because of its status as an
ADI and ANZGHL is regulated by APRA as a NOHC. APRA’s
Prudential Standards aim to ensure that ADIs (including
ANZBGL) 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. ANZBGL
and specified APRA-approved 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. ANZ Bank
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, ANZGHL as the NOHC and all its related bodies
corporate. Whilst ANZBGL 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 5.7.5.
ANZBGL measures capital adequacy monthly and reports
for prudential purposes on a Level 1 and Level 2 basis.
Following the implementation of the NOHC restructure in
January 2023, APRA’s authority for ANZGHL to be a NOHC
of ANZBGL (as an ADI) includes five conditions on the ANZ
Group’s capital management framework. Two of these are
quantitative requirements being:
•ANZGHL must always ensure that the quality and
quantity of the total capital of the ANZ Level 3 group is
equivalent to, or greater than, the quality and quantity
of the sum of the total capital of the ANZ Bank Group
and the ANZ Non-Bank Group.
•ANZGHL must calculate and manage capital for the ANZ
Non-Bank Group in accordance with an Economic Capital
Model (ECM), which requires the amount of capital held,
in the form of Common Equity Tier 1 Capital, to be equal
to or greater than the capital requirement as calculated
under the ECM. As at 30 September 2023, the ANZ
Non-Bank Group held actual capital in excess of the
economic capital requirement of $181 million.
ANZBGL 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 2023 and
the effect of the Offer on these ratios, see Sections 5.7.6
and 5.7.7.
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5.7.2 Basel III Framework
ANZBGL 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).
5.7.3 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.
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 9). 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.
5.7.4 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 ANZBGL, 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),
which 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 ANZBGL is a D-SIB; plus
•a counter-cyclical capital buffer (CCyB)which is set
on a jurisdictional basis. In respect of Australian
exposures, the default rate for the CCyB is currently
1.0%, although it may vary over time up to 3.5% in
response to market conditions. Regulators in some
jurisdictions in which ANZBGL operates have set
CCyBs that apply to exposures in that jurisdiction, and
as such apply to ANZBGL. As at 30 September 2023,
ANZBGL’s CCyB was effectively 0.6583%.
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 ANZBGL 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 ANZBGL.
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 ANZBGL
is able to apply the ANZ Group capital management
strategy to those subsidiaries, including repatriating
dividends from those subsidiaries (with the approval
of the local regulator), ANZBGL 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 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 is currently 10.25% (assuming the 1% CCyB applies
to all of ANZBGL’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
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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.
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.
5.7.5 Regulatory Developments
APRA Capital Reform
APRA released new bank capital adequacy requirements
applying to Australian incorporated registered banks, which
are set out in the Prudential Standards. APRA implemented
these new requirements from 1 January 2023.
The new capital adequacy requirements include
changes to the prudential standards with key features
of the reforms including:
•improving the flexibility of the capital framework
through larger capital buffers that can be used by
banks to support lending during periods of stress;
•changes to RWA through more risk-sensitive risk weights
increasing capital requirements for higher risk lending
and decreasing it for lower risks;
•changes to loss given default rates (LGD) including
approved use of an IRB approved LGD model for
mortgage portfolios;
•an increase in the IRB scalar factor (from 1.06x to 1.1x);
•a requirement that IRB ADIs calculate and disclose RWA
under the standardised approach and the introduction
of a capital floor at 72.5% of standardised RWA; and
•use of prescribed New Zealand authority’s equivalent
prudential rules for the purpose of calculating the Level 2
regulatory capital requirement.
The application of the APRA Capital Reform reduced
ANZBGL’s RWA by $34.5 billion as at 30 September 2023,
equivalent to a 1.0% Common Equity Tier 1 Capital Ratio
benefit. This was partially offset by APRA’s expectations
that ADIs operate a higher capital ratio to maintain an
unquestionably strong level.
However, APRA continues to consult on and finalise
revisions to a number of remaining 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.
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APRA Discussion Paper on Additional Tier 1 Capital
in Australia
In September 2023, APRA released a discussion paper
entitled “Enhancing bank resilience: Additional Tier 1 Capital
in Australia” (APRA Discussion Paper). In the APRA
Discussion Paper, APRA states that it is exploring the
effectiveness of Additional Tier 1 Capital in Australia.
Potential options raised by APRA include:
•improving the key design features of Additional Tier 1
Capital (including potentially increasing capital trigger
event threshold requirements from the current 5.125%
to a higher level) so it more effectively absorbs losses;
•changing the required level or mix of regulatory capital
requirements to reduce reliance on Additional Tier 1
Capital; and
•changes to diversify the investor base for Additional Tier 1
Capital instruments away from domestic retail investors.
APRA has sought feedback from stakeholders on the
questions outlined in the APRA Discussion Paper and has
indicated that following discussions with the Council of
Financial Regulators, it intends to formally consult in 2024 on
any proposed amendments to relevant Prudential Standards.
APRA has indicated that in implementing any options,
there would be a transition time to enable issuers to adjust
to new requirements and that this would include transition
time if needed for existing Additional Tier 1 instruments to
be replaced to ensure an orderly adjustment.
Until APRA’s proposed changes (if any) are known, it is not
possible to state what their impact (if any) might be on the
Notes or the ANZ Group. Some of the risks that could result
are described in Section 6.1.2 and Section 6.1.18.
The RBNZ review of capital requirements
The RBNZ’s revised 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
ANZBGL’s New Zealand banking subsidiary, ANZ Bank
New Zealand Limited (ANZ NZ), still being implemented
are as follows:
•ANZ NZ’s tier 1 capital requirement will increase to
16% of RWA, of which up to 2.5% can be in the form
of additional tier 1 capital under RBNZ’s BPR. ANZ NZ’s
total capital requirement will increase to 18% of RWA,
of which up to 2% can be tier 2 capital under RBNZ’s
BPR. The increased capital ratio requirements are
being implemented progressively from 1 July 2022
to 1 July 2028.
•Additional tier 1 capital must consist of perpetual
preference shares which may be redeemable. Tier 2
capital must consist of long-term subordinated debt.
The net impact on the ANZ Level 1 Group's Common
Equity Tier 1 Capital is approximately $1.0 billion to
$1.5 billion between 30 September 2023 and the end
of the transition period in 2028 (based on the ANZ Group's
30 September 2023 balance sheet). The amount could
also vary over time subject to changes to the capital
position in ANZ NZ (e.g. from RWA growth, management
buffer requirements, and potential dividend payments).
Group regulation – roadmap for review
In October 2022, APRA released a roadmap for review of
the prudential framework for groups. The review will focus
on rationalising requirements, promoting consistency,
and providing clarity across different standards that apply
to groups. As part of the review, guidelines for licensing
new NOHC authorities will be updated. For existing APRA
authorised NOHCs, there will be no immediate changes,
although APRA will seek to ensure new or adjusted NOHC
license conditions are applied in a consistent manner.
The review will be multi-year, finishing in 2025.
5.7.6 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 12.6% and 13.1% at 31 December 2023
respectively. The December 2023 position incorporates
the impacts from payment of ANZBGL’s 2023 dividend
payment, amongst other movements in the capital base.
At 30 September 2023, the Common Equity Capital Ratios
of the ANZ Level 1 and Level 2 Groups were 13.2% and
13.3% 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. ANZBGL 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 may be significantly
impacted by the currently proposed or future regulatory
changes, unexpected events affecting ANZBGL’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.
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