Cleansing Notice

ANZ Group Holdings Limited ABN 16 659 510 791
Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008




News Release

For release: 25 July 2024

Issue of A$1.9 billion of Subordinated Notes
Notice under section 708A(12H)(e) of the
Corporations Act 2001 (Cwlth)
Today Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (“ANZBGL”)
will issue A$1.9 billion fixed to floating rate subordinated notes due July 2039 pursuant to its
Australian dollar debt issuance programme (the “Subordinated Notes”).
The Subordinated Notes convert into fully paid ordinary shares of ANZ Group Holdings Limited
(ABN 16 659 510 791) (“ANZGHL”) (“ANZGHL Ordinary Shares”) where the Australian
Prudential Regulation Authority (“APRA”) determines this to be necessary on the grounds
that ANZBGL would otherwise become non-viable.
This notice is given jointly by ANZBGL and ANZGHL. It is a cleansing notice prepared for the
purposes of section 708A(12H)(e) of the Corporations Act 2001 (Cwlth) (“Corporations
Act”) (as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71)
to enable ANZGHL Ordinary Shares or Approved NOHC

Ordinary Shares
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issued on conversion
of the Subordinated Notes to be freely tradeable without further disclosure and includes:
1. the description of the rights and liabilities attaching to the Subordinated Notes that is
contained in the “Conditions of the Securities” section of the Information Memorandum
dated 9 August 2023 that was lodged by ANZBGL with the Australian Securities Exchange
(“ASX”) on that day (“Information Memorandum”);
2. in Schedule 1, commercial particulars of the Subordinated Notes, extracted from the
Pricing Supplement for the Subordinated Notes dated 23 July 2024; and
3. the description of the rights and liabilities attaching to ANZGHL Ordinary Shares that is
contained in the “Description of the ANZGHL Ordinary Shares to be issued upon
Conversion of Subordinated Notes that are subject to Conversion” section of the
Information Memorandum.
Words and expressions defined in the Information Memorandum have the same meanings in
the remainder of this cleansing notice unless the contrary intention appears.
The issue of Subordinated Notes by ANZBGL will not have a material impact on ANZBGL’s or
ANZGHL’s financial position. If a Non-Viability Trigger Event occurs and ANZGHL issues
ANZGHL Ordinary Shares, the impact of Conversion on ANZGHL would be to increase

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

ANZGHL’s shareholders’ equity. The number of ANZGHL Ordinary Shares issued on
Conversion is limited to the Maximum Conversion Number. The Maximum Conversion Number
is 171.5266 ANZGHL Ordinary Shares per Subordinated Note (with a Principal Amount of
A$1,000), based on the Issue Date VWAP
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of A$29.15.
As a disclosing entity, ANZGHL is subject to regular reporting and disclosure obligations under
the Corporations Act and ASX Listing Rules. Broadly, these obligations require ANZGHL to
prepare and lodge with the Australian Securities and Investments Commission (“ASIC”) both
yearly and half yearly financial statements and to report on its operations during the relevant
accounting period, and to obtain an audit or review report from its auditor.
Copies of documents lodged with ASIC may be obtained from or inspected at an ASIC office.
ANZGHL must ensure that the ASX is continuously notified of information about specific
events and matters as they arise for the purposes of the ASX making the information available
to the Australian securities market. In this regard, ANZGHL has an obligation under the ASX
Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information
concerning it of which it becomes aware, which a reasonable person would expect to have a
material effect on the price or value of its quoted securities.
ANZGHL will provide a copy of any of the following documents free of charge to any person
who requests a copy before the Subordinated Notes are issued:
• the Information Memorandum;
• any continuous disclosure notices given by ANZGHL in the period after the lodgement of
the annual financial report of ANZGHL for the year ended 30 September 2023 and before
the date of this notice;
• ANZGHL’s consolidated financial report and dividend announcement for the half year ended
31 March 2024;
• ANZGHL’s annual financial report for the year ended 30 September 2023; and
• ANZGHL’s constitution.
All written requests for copies of the above documents should be addressed to:
Investor Relations Department
Australia and New Zealand Banking Group Limited
ANZ Centre Melbourne
Level 10
833 Collins Street
Docklands Vic 3008

Approved for distribution by ANZ’s Continuous Disclosure Committee.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES OF AMERICA
This notice is not a prospectus or other disclosure document in relation to the Subordinated

2
Average of the daily volume weighted average sale prices of ANZGHL Ordinary Shares. Refer to the
Information Memorandum for the meaning of “Issue Date VWAP” in the context of the Subordinated
Notes.

Notes, and does not constitute an offer or invitation for the Subordinated Notes or any
ANZGHL Ordinary Shares for issue or sale in Australia. Subordinated Notes are only available
for sale to persons in Australia in circumstances where disclosure is not required in accordance
with Part 6D.2 and the sale is not to a retail client for the purposes of Chapter 7 of the
Corporations Act. The securities have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (“US Securities Act”) or the securities laws of any state
of the United States or any jurisdiction, and the securities may not be offered or sold in the
United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation
S under the US Securities Act) unless an exemption from the registration requirements of the
US Securities Act is available and the offer and sale is in accordance with all applicable state
securities laws of any state of the United States. This notice is not an offer or invitation to
any U.S. persons.

SCHEDULE 1 – Commercial particulars of the Subordinated Notes

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PRICING SUPPLEMENT


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(Australian Business Number 11 005 357 522)
(Incorporated with limited liability in Australia)



Australian Dollar
Debt Issuance Programme


Series No: 190
Tranche No: 1

A$1,900,000,000 Fixed to Floating Rate Subordinated Notes due 25 July 2039
Issue Price: 100 per cent.



Dealer: Australia and New Zealand Banking Group Limited

The date of this Pricing Supplement is 23 July 2024

2
Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the
“SFA”): In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and
hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are
prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment
Products (as defined in the Monetary Authority of Singapore (the “MAS”) Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
This document constitutes the Pricing Supplement relating to the issue of the Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in
the Information Memorandum dated 9 August 2023. This Pricing Supplement contains the final terms of
the Notes and must be read in conjunction with the Information Memorandum, as supplemented as at the
Issue Date.
1 Issuer: Australia and New Zealand Banking Group
Limited
2 (i) Series Number: 190
(ii) Tranche Number: 1
(if fungible with an existing Series, include
details of that Series, including the date on
which the Notes become fungible)

3 Specified Currency: Australian Dollars (“A$”)
4 Aggregate Principal Amount:
(i) Tranche: A$1,900,000,000
(ii) Series: A$1,900,000,000
5 (i) Issue Price: 100 per cent. of the Aggregate Principal
Amount
(ii) Net proceeds: A$1,900,000,000
6 Specified Denomination(s) (and
Principal Amount):
A$1,000 in each case as it may be adjusted in
accordance with Condition 7.4
The minimum aggregate consideration
payable in respect of an offer or invitation in
Australia or any offer or invitation received in
Australia must be no less than A$500,000 (or
its equivalent in an alternate currency, in each
case, disregarding moneys lent by the offeror
or its associates) unless the offer or invitation
otherwise does not require disclosure to
investors under Part 6D.2 (disregarding
section 708(19)) or Chapter 7 of the
Corporations Act. In every case, an offer or
invitation must not be to a retail client (as
defined in section 761G of the Corporations
Act).
7 (i) Issue Date: 25 July 2024

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(ii) Interest Commencement Date: Issue Date
8 Maturity Date: Interest Payment Date falling on or nearest to
25 July 2039
9 Interest Basis: From, and including, the Issue Date to, but
excluding, 25 July 2034: 6.124 per cent. Fixed
Rate
From, and including, 25 July 2034 to, but
excluding, the Maturity Date: 3 month BBSW
+ 1.83 per cent. Floating Rate
(Further particulars specified below)
10 Redemption/Payment Basis: Redemption at Par
11 Change of Interest or
Redemption/Payment Basis:
Applicable
From, and including, the Issue Date to, but
excluding, 25 July 2034: Fixed Rate
From, and including, 25 July 2034 to, but
excluding, the Maturity Date: Floating Rate
(Further particulars specified below)
12 Put/Call Options: Call Option
(Further particulars specified below)
13 Status of the Notes: Subordinated Notes
14 Listing: None
15 Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16 Fixed Rate Note Provisions: Applicable from, and including, the Issue Date
to, but excluding, 25 July 2034
(i) Rate of Interest: 6.124 per cent. Per annum payable semi-
annually in arrear in respect of the period
from, and including, the Issue Date to, but
excluding, 25 July 2034
(ii) Interest Payment Date(s): 25 January and 25 July in each year
commencing on 25 January 2025 up to, and
including, 25 July 2034, subject to adjustment
for payment purposes only in accordance with
the Business Day Convention
(iii) Fixed Coupon Amount: Not Applicable
(iv) Broken Amount(s): Not Applicable
(v) Business Day Convention: Following Business Day Convention

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(vi) Day Count Fraction: RBA Bond Basis
(vii) Other terms relating to the method of
calculating interest for Fixed Rate
Notes:
Not Applicable
17 Floating Rate Note Provisions: Applicable from, and including, 25 July 2034
to, but excluding, the Maturity Date
(i) (a) Interest Period(s): Not Applicable (For the avoidance of doubt
the defined term in Condition 1.1 applies)
(b) Interest Payment Dates: 25 January, 25 April, 25 July and 25 October
in each year commencing on 25 October
2034 up to, and including, the date on which
the Subordinated Notes are redeemed,
subject to adjustment in accordance with the
Business Day Convention
(c) Interest Period Date if not an
Interest Payment Date:
Not Applicable
(ii) Business Day Convention: Modified Following Business Day Convention
(iii) Manner in which the Rate(s) of
Interest is/are to be determined:
BBSW Rate Determination
(iv) Calculation Agent responsible for
calculating the Rate(s) of Interest
and Interest Amount(s):
Australia and New Zealand Banking Group
Limited
(v) Screen Rate Determination: Not Applicable
(vi) Margin(s): +1.83 per cent. per annum
(vii) Minimum Rate of Interest: Not Applicable
(viii) Maximum Rate of Interest: Not Applicable
(ix) Rate Multiplier Not Applicable
(x) Day Count Fraction: Actual/365 (fixed)
(xi) Fall back provisions, rounding
provisions, denominator and any
other terms relating to the method of
calculating interest on Floating Rate
Notes, if different from those set out
in the Conditions:
Not Applicable
18 Zero Coupon Note Provisions: Not Applicable
19 Linear interpolation: Not Applicable
20 Index Linked Interest Note Provisions: Not Applicable

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PROVISIONS RELATING TO REDEMPTION
21 Call Option: Applicable
Any early redemption will be subject to the
prior written approval of APRA. Subordinated
Noteholders should not expect that APRA’s
approval will be given for any redemption of
Subordinated Notes.
(i) Option Exercise Date(s) (if other
than as set out in the Conditions):
Not Applicable
(ii) Optional Redemption Date(s): 25 July 2034 and every Interest Payment
Date thereafter up to, but excluding, the
Maturity Date, in each case subject to
adjustment in accordance with the Business
Day Convention
The Optional Redemption Date must not be
earlier than 5 years from the Issue Date.
(iii) Optional Redemption Amount(s) and
method, if any, of calculation of such
amount(s):
Redemption at Par, as it may be adjusted in
accordance with Condition 7.4
(iv) If redeemable in part: Not Applicable
(a) Minimum Redemption Amount: Not Applicable
(b) Maximum Redemption Amount: Not Applicable
22 Put Option: Not Applicable
23 Final Redemption Amount: Par, as it may be adjusted in accordance with
Condition 7.4
24 Early Redemption Amount:
Early Redemption Amount(s) payable on
redemption for taxation reasons, or a
Regulatory Event (if applicable, for
Subordinated Notes only) or on Event of
Default and/or the method of calculating the
same (if required or if different from that set
out in the Conditions).
Par, as it may be adjusted in accordance with
Condition 7.4
25 Redemption for Regulatory Event
(Subordinated Notes only):
Applicable
Any early redemption will be subject to the
prior written approval of APRA.
Subordinated Noteholders should not expect
that APRA’s approval will be given for any
redemption of Subordinated Notes.
26 Redemption for taxation reasons: Any early redemption will be subject to the
prior written approval of APRA.

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Subordinated Noteholders should not expect
that APRA’s approval will be given for any
redemption of Subordinated Notes.
Condition 6.2(a): Applicable (Note that Condition 6.2(a)
applies automatically).
Condition 6.2(b) (Subordinated Notes
only):
Applicable
Condition 6.2(c) (Subordinated Notes
only):
Applicable
PROVISIONS APPLICABLE TO SUBORDINATED NOTES
27 Subordinated Notes: Applicable
28 Write-Off: Not Applicable
(Where “Not Applicable” is specified at this
paragraph 28, this is without prejudice to the
application of Condition 8.5 where
“Applicable” is specified at paragraph 29)
29 Conversion: Applicable
(i) CD: 1.00%
(ii) VWAP Period: 5 Business Days
30 Alternative Conversion Number: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
31 Form of Notes: Registered
32 Record Date: 7 days
33 Additional Financial Centre(s) (for the
purposes of the “Business Day”
definition) or other special provisions
relating to Interest Payment Dates:
Not Applicable
34 Public Offer Test compliant: Yes
35 Details relating to Instalment Notes,
including Instalment Amount(s) and
Instalment Date(s):
Not Applicable
36 Consolidation provisions: Not Applicable
37 Governing law: State of Victoria and Commonwealth of
Australia
38 Other terms or special conditions: Not Applicable

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DISTRIBUTION
39 If syndicated, names of Lead
Managers and the Dealers:
Not Applicable
40 If non-syndicated, name of Dealer: Australia and New Zealand Banking Group
Limited
41 Additional selling restrictions: Selling restrictions are set out in the
Information Memorandum in the section
headed “Subscription and Sale” except that
the “Singapore” sub-section is replaced with
the following:
Singapore
This Information Memorandum has not been
registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, this
Information Memorandum or any other
document or material in connection with the
offer or sale, or invitation for subscription or
purchase, of the Notes, may not be circulated
or distributed, nor may the Notes be offered
or sold, or be made the subject of an
invitation for subscription or purchase,
whether directly or indirectly, to any person in
Singapore other than (i) to an institutional
investor (as defined in Section 4A of the
Securities and Futures Act 2001 of
Singapore, as modified or amended from time
to time (the "SFA")) pursuant to Section 274
of the SFA or (ii) to an accredited investor (as
defined in Section 4A of the SFA) pursuant to
and in accordance with the conditions
specified in Section 275 of the SFA.
OPERATIONAL INFORMATION
42 ISIN: AU3CB0311561
43 Common Code: 286478395
44 Any clearing system(s) other than
Austraclear and the relevant
identification number(s):
The Securities will be lodged in the
Austraclear system. Securities may also be
held and transacted in the Euroclear and
Clearstream systems.
RATINGS