Cleansing Notice

News Release




ANZ Group Holdings Limited ABN 16 659 510 791
Australia and New Zealand Banking Group Limited ABN 11 005 357 522
833 Collins Street Docklands Victoria 3008 Australia
For Release: 23 February 2026
Issue of A$1 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$725
million floating rate subordinated notes due February 2037 and A$275 million fixed to floating rate
subordinated notes due February 2037 (A$1 billion in aggregate) 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
1
issued on conversion of the Subordinated Notes to be freely tradeable
without further disclosure and includes:
1. the description of the rights and liabilities attaching to the Subordinated Notes that is contained in the
“Conditions of the Notes” section of the Information Memorandum dated 17 September 2025 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
Supplements for the Subordinated Notes dated 19 February 2026; 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 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 131.7176 ANZGHL Ordinary Shares per Subordinated Note (with a Principal
Amount of A$1,000), based on the Issue Date VWAP
2
of A$37.96.
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

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

News Release




ANZ Group Holdings Limited ABN 16 659 510 791
Australia and New Zealand Banking Group Limited ABN 11 005 357 522
833 Collins Street Docklands Victoria 3008 Australia
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 2025 and before the date of this notice;
• ANZGHL’s annual financial report for the year ended 30 September 2025; 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




NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES OF AMERICA
This notice is not a prospectus or other disclosure document in relation to the Subordinated Notes, and does
not constitute an offer or invitation for the Subordinated Notes or any 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.
For media enquiries contact:


Lachlan McNaughton
Head of External Communications
Tel: +61 457 494 414


Approved for distribution by ANZ’s Continuous Disclosure Committee

SCHEDULE 1 – Commercial particulars of the Subordinated Notes

1


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: 206
Tranche No: 1

A$725,000,000 Floating Rate Subordinated Notes due 23 February 2037 (“Subordinated Notes”,
“Notes” and “SDG Bonds”)
Issue Price: 100 per cent.



Dealer: Australia and New Zealand Banking Group Limited

The date of this Pricing Supplement is 19 February 2026

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 (“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 shall be 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 17 September 2025. 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: 206
(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$725,000,000
(ii) Series: A$725,000,000
5 (i) Issue Price: 100 per cent. of the Aggregate Principal
Amount
(ii) Net proceeds: A$725,000,000
6 Specified Denomination(s) (and
Principal Amount):
A$1,000, 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: 23 February 2026

3
(ii) Interest Commencement Date: Issue Date
8 Maturity Date: Interest Payment Date falling on or nearest to
23 February 2037
9 Interest Basis: 3 month BBSW + 1.25 per cent. Floating Rate
(Further particulars specified below)
10 Redemption/Payment Basis: Redemption at Par
11 Change of Interest or
Redemption/Payment Basis:
Not Applicable
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: Not Applicable
17 Floating Rate Note Provisions: Applicable
(i) (a) Interest Period(s): Not Applicable (For the avoidance of doubt
the defined term in Condition 1.1 applies)
(b) Interest Payment Dates: 23 February, 23 May, 23 August and 23
November in each year commencing on 23
May 2026 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): 1.25 per cent. per annum
(vii) Minimum Rate of Interest: Not Applicable

4
(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
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): 23 February 2032 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: Par, as it may be adjusted in accordance with
Condition 7.4

5
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).
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.
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

6
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:
Applicable.

For additional and amended terms, see
Annex 1 of the Pricing Supplement.

For additional disclosure which shall be taken
to be incorporated by reference into the
Information Memorandum for the purposes of
the Subordinated Notes, see Annex 2 of this
Pricing Supplement.

In addition, the following paragraph on page
17 of the Information Memorandum is
amended for the purposes of the
Subordinated Notes by the deletion of the
words shown as struck-out and the insertion
of the words shown as underlined:

As at the date of this Pricing Supplement
Information Memorandum, Relevant Tier 1
Securities include the securities eligible for
inclusion as Additional Tier 1 Capital (as
defined by APRA from time to time). In
December 2025, APRA confirmed its previous
proposal APRA has proposed that Additional
Tier 1 Capital will be phased out from 1
January 2027. When this change is
implemented, it will This is likely to decrease
the amount (if any) of Relevant Tier 1
Securities and increase the amount of
Relevant Tier 2 Securities that are on issue
from time to time, which could adversely affect
the outcomes for holders of Subordinated
Notes in the event of a Non-Viability Trigger
Event. Pursuant to the The transitional
arrangements that will apply to Additional Tier
1 Capital instruments on issue on 1 January
2027 are subject to ongoing consultation with
APRA, however, it is expected that no
Additional Tier 1 Capital instruments of the
Issuer would remain on issue after 1 January
2032. Accordingly, from that date, the only
securities ranking junior to the Subordinated
Notes in a winding-up would be ordinary

7
shares in the Issuer, and if a Non-Viability
Trigger Event were to occur there would be
no Relevant Tier 1 Securities to be Converted
before the Subordinated Notes are required to
be Converted.

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:
Not Applicable
OPERATIONAL INFORMATION
42 ISIN: AU3FN0107504
43 Common Code: 329998924
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




A rating is not a recommendation by any rating organisation to buy, sell or hold Notes and may
be subject to revision or withdrawal at any time by the assigning rating organisation.

8
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
Signed on behalf of the Issuer:
By: ....................................................
Signed by Adrian Went, Group Treasurer as attorney under power of attorney dated 24
November 2022 in accordance with section 126(1) of the Corporations Act 2001 (Cth)

9
Annex 1


No Event of Default or early redemption

Each of the following is not an Event of Default under the Conditions of the Subordinated Notes
and does not otherwise require the early repayment of the Subordinated Notes:
(a) a failure by the Issuer (either totally or partially) (i) to allocate amounts equal to the net
proceeds, or use the proceeds, of the Subordinated Notes in the manner described in
Annex 2 to the Pricing Supplement and the Framework, or (ii) to evaluate, select and
report on eligible assets, or to manage amounts equal to the net proceeds of the
Subordinated Notes, each as may be described in the Pricing Supplement and/or in
the Framework, or (iii) to comply with the Framework, the SDGs, the ICMA Documents
or anything described in Annex 2 to the Pricing Supplement, or (iv) to prepare, obtain
or publish any opinion, review, assurance, certification, Post-Issuance Report and/or
label relating to the Subordinated Notes;
(b) a failure of a third party to provide any opinion, review, assurance, Post-Issuance
Report or certification in connection with the Framework or the Subordinated Notes;
(c) any opinion, review, assurance, certification or Post-Issuance Report stating that the
Issuer is not complying or fulfilling relevant criteria (either totally or partially) with
respect to the Framework or the Subordinated Notes;
(d) any revision, amendment or withdrawal, for any reason, of (i) any opinion, review,
assurance Post-Issuance Report, certification and/or label relating to the Subordinated
Notes and/or the Framework, or (ii) any criteria on which any such opinion, review,
assurance, Post-Issuance Report, certification and/or label was given; and
(e) the failure of the Subordinated Notes to meet investors' expectations or requirements
regarding any SDGs, ESG or similar label(s) or characteristic(s); or
(f) any change in the performance of any eligible asset (including the loss of any SDG,
ESG or equivalent characteristics).
Capitalised terms that are not defined in this Condition have the meaning given to them in
Annex 2 to the Pricing Supplement.

10
Annex 2

USE OF PROCEEDS IN RESPECT OF SUBORDINATED NOTES ISSUED AS SDG
BONDS
The “Use of Proceeds” section of the Information Memorandum, shall be replaced with
the following:
Use of Proceeds
The Subordinated Notes are issued as “Sustainable Development Goal Bonds”.
This means that the Issuer intends to allocate an amount equal to the net proceeds from the
issue of the Subordinated Notes (referred to as “SDG Bonds”) to finance or refinance a
combination of new or existing assets which align with one or more eligible categories and/or
the Issuer's own operating or capital expenditures which align with one or more eligible
categories, in accordance with the “Framework” (as defined in the next paragraph).
The “Framework” means the “ANZ SDG Bond Framework” dated November 2024. The
Framework is published at https://www.anz.com/debtinvestors/centre/green-sustainability-
bonds/ (the “Website”).
Certain information about the Framework
On 1 January 2016, the United Nations Sustainable Development Goals (“SDGs”) came into
effect. The 17 goals and 169 targets are aimed at addressing global challenges, including those
related to poverty, inequality, climate change and environmental degradation by 2030.
ANZ intends that the SDG Bonds issued under the Framework will be aligned to one or more
SDGs.
Eligible assets and expenditures
Eligible assets and expenditures are determined by the Issuer in its absolute discretion to fall
within one or more of the eligible categories and meet the process for evaluation and selection
in accordance with the Framework. Eligible categories are set out in the Framework.
Payment of any principal or interest in respect of the SDG Bonds will be made from the Issuer's
general funds and will not be directly linked to or depend on the performance or credit standing
of any eligible asset (or the performance of the Issuer in respect of any SDG, environmental,
social and governance ("ESG") or similar targets). This means that, without limitation:
• no property interest or security interest in favour of any investor is created in any proceeds
or eligible asset or expenditure;
• the term of any eligible assets may be shorter or longer than the term of the SDG Bonds;
• eligible assets may mature, be sold, repaid, prepaid or otherwise expire before or after the
maturity date of the SDG Bonds;
• allocations of amounts equal to the net proceeds in respect of SDG Bonds to eligible assets
will regularly change in accordance with the Framework;
• eligible assets may remain outstanding after the maturity date of the SDG Bonds;
• the Issuer is not required to terminate the funding of any eligible asset by an amount equal
to the net proceeds of maturing SDG Bonds; and
• the Issuer may, from time to time and at its sole discretion, re-allocate or apportion eligible
assets and expenditures among ,and/or adjust the composition of its portfolio of eligible

11
assets and expenditures allocated against, the Issuer’s SDG bonds, including the SDG
Bonds.
Limitations
While the Issuer is under no obligation to update the Framework, the Framework may be
amended, updated, supplemented, replaced and/or withdrawn from time to time and any
subsequent version(s) may differ (including in a significant way) from the description given in
this Pricing Supplement, which may affect the SDG Bonds.
The Framework sets out the Issuer’s corporate purpose and strategy as at November 2024. It
is no longer current as at the date of this Pricing Supplement. Although not incorporated by
reference into or forming part of the Information Memorandum or this Pricing Supplement, the
Issuer’s most recent annual report and other periodic and continuous disclosure
announcements are available online at: www.asx.com.au.
The Framework precedes, has not been updated for, and has not been assessed for
compliance against, the International Capital Market Association's ("ICMA") more recent Green
Bond Principles of June 2025 or ICMA's Social Bond Principles of June 2025.
Documents available
Subject to applicable law, copies of the Framework and any second or third party opinions
(subject to consent and confidentiality requirements) and Post-Issuance Reports (as defined
below and, in the case of third party reports, subject to consent and confidentiality
requirements) may be obtained by investors from the Website.
“Post-Issuance Report” means any report relating to the SDG Bonds, including any progress
report, use of proceeds report and impact report, whether prepared by the Issuer or a third
party.
Refer to the Framework for further information on reporting, including regarding use of proceeds
and impact reporting prepared by the Issuer. As at the date of this Pricing Supplement, subject
to limited exceptions, the Issuer presents impact figures as “gross figures” for each
project/asset, rather than apportioned based on the Issuer's lending in respect of the
project/asset. This means that the impact of the Issuer’s lending is lower than, and a portion of,
the total impact figures.
The documents described in this section may be amended, updated, supplemented, replaced
and/or withdrawn from time to time and any subsequent version(s) may differ (including in a
significant way) from the description given in this Pricing Supplement. Potential investors in the
SDG Bonds should access the latest version of each relevant document available.
Such documents and the Website as well as any document referred to in any of them or the
contents of any website referred to herein or therein, are not incorporated into, and do not form
part of, this Pricing Supplement or the Information Memorandum. Ranking and other matters
in respect of the SDG Bonds that are Subordinated Notes
The SDG Bonds are Subordinated Notes which will rank as such in accordance with the
Conditions and are not covered by a guarantee of the Issuer or a related entity.
This Annex 2 does not create any arrangement which enhances the seniority of any claim by a
Subordinated Noteholder.
Subordinated Noteholders do not have netting or set-off rights and there are no cross default
clauses in relation to the eligible assets or expenditures.
ADDITIONAL IMPORTANT NOTICES IN RESPECT OF SUBORDINATED NOTES ISSUED
AS SDG BONDS
The “Important Notice” section of the Information Memorandum shall include the
following additional important notices:

12
Subordinated Notes issued as SDG Bonds
None of the Issuer or Dealer accepts any responsibility for any social, environmental and
sustainability assessment of the SDG Bonds or makes any representation or warranty or
assurance whether such SDG Bonds will meet any investor expectations or requirements
regarding such "green", "sustainable", "social" or similar labels (including for the purpose of any
laws, regulations, market standards or guidance, including green, sustainable or social bond
principles or other similar principles or guidance published by ICMA (the "ICMA Principles"))
or any requirements of such labels or market standards as they may evolve from time to time.
No representation or assurance is given by the Issuer or the Dealer as to the suitability of the
SDG Bonds to fulfil any present or future investor expectations or requirements with respect to
sustainability or other investment criteria or guidelines which any investor is, or its investments
are, required to comply with.
Second and third party opinions, assurances and certifications in respect of SDG Bonds
No assurance or representation is given by the Issuer, the Dealer or any other person as to the
suitability or reliability for any purpose whatsoever of any opinion, review, assurance,
certification or Post-Issuance Report (including any Post-Issuance Reports prepared by an
external reviewer) and/or label, whether or not solicited by the Issuer, which may be made
available in connection with the issue of SDG Bonds and in particular any eligible assets
(including any second or third party opinions) to fulfil any sustainable development goal,
environmental, sustainability, social and/or other criteria.
For the avoidance of doubt, any such opinion, review, assurance, certification, Post-Issuance
Report or label is not, nor should it be deemed to be, a recommendation by the Issuer, the
Dealer or any other person to buy, sell or hold SDG Bonds and such opinions, assurances and
certifications may not reflect the potential impact of all risks related to the structure, market and
other factors that may affect the value of SDG Bonds may be revised or withdrawn at any time.
Additionally, any such opinion, review, assurance, certification, Post-Issuance Report and/or
label (i) is only current as of the date on which it was initially issued and the criteria and/or
considerations that form the basis of such opinion, review, assurance, certification, Post-
Issuance Report and/or label may change at any time, (ii) only provides an opinion, review,
assurance, certification or Post-Issuance Report on certain environmental and related
considerations and (iii) is not intended to address any credit, market or other aspects of an
investment in SDG Bonds including, without limitation, market price, marketability, investor
preference or suitability of any security to fulfil any specific investment criteria.
The criteria and/or considerations that form the basis of any such opinion, review, assurance,
certification, Post-Issuance Report and/or label may change at any time and the opinion,
review, assurance, certification, Post-Issuance Report and/or label may be amended, updated,
supplemented, replaced and/or withdrawn.
Prospective investors must determine for themselves the relevance of any such opinion, review,
assurance, certification, Post-Issuance Report, label and/or the information contained therein.
Any second or third party opinion, and any other opinion provided in relation to SDG Bonds is
a statement of opinion, not a statement of fact. Second or third party opinion providers may
not be subject to any specific regulatory or other regime or oversight and any opinions provided
are provided for information purposes only and on a no liability basis.
ADDITIONAL NOTE RISKS IN RESPECT OF SUBORDINATED NOTES ISSUED AS SDG
BONDS
In the “Summary of the Programme” section of the Information Memorandum, the
“Additional Note Risks (Subordinated Notes)” sub-section shall include the following
additional note risks:
The SDG Bonds may not meet investor expectations or requirements

13
While it is the intention of the Issuer to allocate an amount equal to the net proceeds of the
SDG Bonds for the allocation to an eligible asset or assets, there is no contractual or regulatory
obligation to do so. Additionally, the Framework is subject to review and change and any
amendment, update, supplement and/or replacement of the Framework may be applied in
respect of the SDG Bonds.
No assurance or representation is given to investors by the Issuer or any other person:
(a) that, at any time, the use of an amount equal to the net proceeds of the SDG Bonds will
satisfy (whether in whole or in part) any present or future investor expectations or
requirements as regards any investment criteria or guidelines with which such investor
or its investments are required to comply, in particular with regard to any direct or indirect
sustainability impact of any projects or uses, the subject of or related to, any eligible
assets, eligible businesses and projects under the Framework;
(b) that, at any time, any assets, projects, businesses or uses the subject of, or related to,
any eligible assets will meet or, if met, continue to meet on an ongoing basis any or all
investor expectations regarding "green", "sustainable", "social" or other similar labels
(including any laws, regulations, market standards or guidance, including the ICMA
Principles) or any requirements of such labels or market standards as they may evolve
from time to time. Furthermore, it should be noted that there is currently no clear definition
(legal, regulatory or otherwise) of, nor market consensus as to what constitutes, a
"green", "social" or "sustainable" or an equivalently-labelled project or as to what precise
attributes are required for a particular project to be defined as "green, "social" or
"sustainable" or such other equivalent label and if developed in the future, SDG Bonds
may not comply with any such definition or label;
(c) that any adverse environmental, social and/or other impacts will not occur during the
implementation of any assets, projects, businesses or uses the subject of, or related to,
any eligible assets;
(d) that, at any time (within any specified period or at all), (i) any assets, projects, businesses
qualifying as eligible assets will be available or meet any eligible categories, or (ii) any
eligible asset will continue to meet any eligible category, or that the Issuer will be able to
replace any eligible assets which no longer meet the relevant eligible category, or (iii)
any eligible assets will be, or will be capable of being, implemented in or substantially in
such manner and/or in accordance with any timing schedule or at all or with the results
or outcome as originally expected or anticipated by the Issuer and, accordingly, there is
no assurance that an amount equal to the net proceeds of the SDG Bonds will be totally
or partially allocated to such eligible assets; or
(e) as to the suitability or reliability for any purpose whatsoever of any opinion, review,
assurance, certification or Post-Issuance Report of any third party (whether or not
solicited by the Issuer) which may be made available in connection with SDG Bonds
(including any second or third party opinion).
The Framework has not been assessed for compliance against ICMA's Green Bond Principles
of June 2025 or ICMA's Social Bond Principles of June 2025.
SDG Bonds do not benefit from any arrangements to enhance the performance of the
SDG Bonds or any contractual rights derived solely from the intended use of proceeds
of such SDG Bonds and are not linked to the performance of the eligible assets.
Investors should note that none of:
(a) a failure by the Issuer (either totally or partially) (i) to allocate amounts equal to the net
proceeds, or use the proceeds, of the SDG Bonds in the manner described in this
Pricing Supplement and the Framework, or (ii) to evaluate, select and report on eligible
assets, or to manage amounts equal to the net proceeds of the SDG Bonds, each as
may be described in this Pricing Supplement and/or in the Framework or (iii) to comply

14
with the Framework, the SDGs or, the ICMA published documents entitled "The Social
Bond Principles June 2023", "The Sustainability Bond Guidelines June 2021", "The
Green Bond Principles June 2021 (With June 2022 Appendix 1)", "The Social Bond
Principles June 2025" and "The Green Bond Principles June 2025" (“ICMA
Documents”) or (iv) to prepare, obtain or publish any opinion, review, assurance,
certification, Post-Issuance Report and/or label relating to the SDG Bonds (including
any periodic use of proceeds or impact report, as described in the Framework);
(b) a failure of a third party to provide any opinion, review, assurance, Post-Issuance
Report or certification in connection with the Framework or the SDG Bonds;
(c) any opinion, review, assurance, certification or Post-Issuance Report stating that the
Issuer is not complying or fulfilling relevant criteria (either totally or partially) with
respect to the Framework or the SDG Bonds;
(d) any revision, amendment or withdrawal, for any reason, of (i) any opinion, review,
assurance, Post-Issuance Report, certification or label relating to the SDG Bonds
and/or the Framework, or (ii) any criteria on which any such opinion, review, assurance,
Post-Issuance Report, certification and/or label was given;
(e) the failure of the SDG Bonds to meet investors' expectations or requirements regarding
any SDGs, ESG or similar label(s) or characteristic(s); or
(f) any change in the performance of any eligible asset (including the loss of any SDG,
ESG or equivalent characteristics),
will (i) constitute an Event of Default under the Conditions, or (ii) be a breach of contract with
respect to the SDG Bonds, or (iii) give rise to any other claim or right (including, for the
avoidance of doubt, any early redemption option or right to accelerate the SDG Bonds) of a
holder of SDG Bonds against the Issuer, or (iv) require the Issuer to redeem the SDG Bonds,
or (v) affect the regulatory treatment of the SDG Bonds.
The occurrence of any of the above factors may, however, cause damage to the ANZ Group's
reputation and/or have a material adverse effect on the value of the SDG Bonds and/or result
in adverse consequences for certain investors with requirements to invest in securities to be
used for a particular purpose who may need to sell the SDG Bonds as a result of the SDG
Bonds not falling within their investment requirements. Potential investors should note that
there is no recourse to the Issuer in these circumstances.
The market price of SDG Bonds may adversely change
If any of the risks outlined above materialise, this may have a material adverse effect on the
market price of the SDG Bonds and also potentially the market price of any other securities
intended to finance the Issuer's lending for eligible assets and may result in adverse
consequences for certain investors with requirements to invest in securities to be used for a
particular purpose (including, without limitation, if such investors are required to dispose of their
SDG Bonds as a result of such SDG Bonds not meeting any investment requirements set by
or for such investor, which could lead to increased volatility and/or material decreases in the
market price of such SDG Bonds).
No assurance of suitability or reliability of any second party opinion or any other opinion
or certification of any third party relating to the SDG Bonds
Any second or third party opinions may provide an opinion on certain environmental and related
considerations. Any such opinions are a statement of opinion, not a statement of fact.
No representation or assurance is given as to the suitability or reliability of any second or third
party opinion or any review, assurance, certification, Post-Issuance Report of any third party
made available in connection with the SDG Bonds. Any second or third party opinion and any
other such review, assurance, certification, Post-Issuance Report of any third party is not

15
intended to address any credit, market or other aspects of any investment in the SDG Bonds,
including without limitation market price, marketability, investor preference or suitability of any
security or any other factors that may affect the value of the SDG Bonds. Any second or third
party opinion and any other such review, assurance, certification, Post-Issuance Report of any
third party is not a recommendation to buy, sell or hold the SDG Bonds and is current only as
of the date it was issued.
The criteria and/or considerations that form the basis of any second or third party opinion and
any other such review, assurance, certification, Post-Issuance Report of any third party may
change at any time and such opinion, review, assurance, certification, Post-Issuance Report
may be amended, updated, supplemented, replaced and/or withdrawn. Any withdrawal of any
such opinion, review, assurance, certification, Post-Issuance Report may have a material
adverse effect on the value of the SDG Bonds in respect of which such opinion, review,
assurance, certification, Post-Issuance Report is given and /or result in adverse consequences
for certain investors with portfolio mandates to invest in securities to be used for a particular
purpose. Prospective investors must determine for themselves the relevance of any such
opinion, review, assurance, certification, Post-Issuance Report and/or the information
contained therein.

1


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: 205
Tranche No: 1

A$275,000,000 Fixed to Floating Rate Subordinated Notes due 23 February 2037
(“Subordinated Notes”, “Notes” and “SDG Bonds”)
Issue Price: 100 per cent.



Dealer: Australia and New Zealand Banking Group Limited

The date of this Pricing Supplement is 19 February 2026

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 (“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 shall be 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 17 September 2025. 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: 205
(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$275,000,000
(ii) Series: A$275,000,000
5 (i) Issue Price: 100 per cent. of the Aggregate Principal
Amount
(ii) Net proceeds: A$275,000,000
6 Specified Denomination(s) (and
Principal Amount):
A$1,000, 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: 23 February 2026

3
(ii) Interest Commencement Date: Issue Date
8 Maturity Date: Interest Payment Date falling on or nearest to
23 February 2037
9 Interest Basis: From, and including, the Issue Date to, but
excluding, 23 February 2032: 5.673 per cent.
Fixed Rate
From, and including, 23 February 2032 to, but
excluding, the Maturity Date: 3 month BBSW
+ 1.25 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, 23 February 2032: Fixed Rate
From, and including, 23 February 2032 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, 23 February 2032
(i) Rate of Interest: 5.673 per cent. per annum payable semi-
annually in arrear in respect of the period
from, and including, the Issue Date to, but
excluding, 23 February 2032
(ii) Interest Payment Date(s): 23 February and 23 August in each year
commencing on 23 August 2026 up to, and
including, 23 February 2032, 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

4
(v) Business Day Convention: Following Business Day Convention
(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, 23 February
2032 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: 23 February, 23 May, 23 August and 23
November in each year commencing on 23
May 2032 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): 1.25 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

5
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): 23 February 2032 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.

6
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:
Applicable.

For additional and amended terms, see
Annex 1 of the Pricing Supplement.

7

For additional disclosure which shall be taken
to be incorporated by reference into the
Information Memorandum for the purposes of
the Subordinated Notes, see Annex 2 of this
Pricing Supplement.

In addition, the following paragraph on page
17 of the Information Memorandum is
amended for the purposes of the
Subordinated Notes by the deletion of the
words shown as struck-out and the insertion
of the words shown as underlined:

As at the date of this Pricing Supplement
Information Memorandum, Relevant Tier 1
Securities include the securities eligible for
inclusion as Additional Tier 1 Capital (as
defined by APRA from time to time). In
December 2025, APRA confirmed its previous
proposal APRA has proposed that Additional
Tier 1 Capital will be phased out from 1
January 2027. When this change is
implemented, it will This is likely to decrease
the amount (if any) of Relevant Tier 1
Securities and increase the amount of
Relevant Tier 2 Securities that are on issue
from time to time, which could adversely affect
the outcomes for holders of Subordinated
Notes in the event of a Non-Viability Trigger
Event. Pursuant to the The transitional
arrangements that will apply to Additional Tier
1 Capital instruments on issue on 1 January
2027 are subject to ongoing consultation with
APRA, however, it is expected that no
Additional Tier 1 Capital instruments of the
Issuer would remain on issue after 1 January
2032. Accordingly, from that date, the only
securities ranking junior to the Subordinated
Notes in a winding-up would be ordinary
shares in the Issuer, and if a Non-Viability
Trigger Event were to occur there would be
no Relevant Tier 1 Securities to be Converted
before the Subordinated Notes are required to
be Converted.

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:
Not Applicable
OPERATIONAL INFORMATION

8
42 ISIN: AU3CB0331619
43 Common Code: 329998690
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



A rating is not a recommendation by any rating organisation to buy, sell or hold Notes and may
be subject to revision or withdrawal at any time by the assigning rating organisation.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
Signed on behalf of the Issuer:
By: ....................................................
Signed by Adrian Went, Group Treasurer as attorney under power of attorney dated 24
November 2022 in accordance with section 126(1) of the Corporations Act 2001 (Cth)

9
Annex 1


No Event of Default or early redemption

Each of the following is not an Event of Default under the Conditions of the Subordinated Notes
and does not otherwise require the early repayment of the Subordinated Notes:
(a) a failure by the Issuer (either totally or partially) (i) to allocate amounts equal to the net
proceeds, or use the proceeds, of the Subordinated Notes in the manner described in
Annex 2 to the Pricing Supplement and the Framework, or (ii) to evaluate, select and
report on eligible assets, or to manage amounts equal to the net proceeds of the
Subordinated Notes, each as may be described in the Pricing Supplement and/or in
the Framework, or (iii) to comply with the Framework, the SDGs, the ICMA Documents
or anything described in Annex 2 to the Pricing Supplement, or (iv) to prepare, obtain
or publish any opinion, review, assurance, certification, Post-Issuance Report and/or
label relating to the Subordinated Notes;
(b) a failure of a third party to provide any opinion, review, assurance, Post-Issuance
Report or certification in connection with the Framework or the Subordinated Notes;
(c) any opinion, review, assurance, certification or Post-Issuance Report stating that the
Issuer is not complying or fulfilling relevant criteria (either totally or partially) with
respect to the Framework or the Subordinated Notes;
(d) any revision, amendment or withdrawal, for any reason, of (i) any opinion, review,
assurance Post-Issuance Report, certification and/or label relating to the Subordinated
Notes and/or the Framework, or (ii) any criteria on which any such opinion, review,
assurance, Post-Issuance Report, certification and/or label was given; and
(e) the failure of the Subordinated Notes to meet investors' expectations or requirements
regarding any SDGs, ESG or similar label(s) or characteristic(s); or
(f) any change in the performance of any eligible asset (including the loss of any SDG,
ESG or equivalent characteristics).
Capitalised terms that are not defined in this Condition have the meaning given to them in
Annex 2 to the Pricing Supplement.

10
Annex 2

USE OF PROCEEDS IN RESPECT OF SUBORDINATED NOTES ISSUED AS SDG
BONDS
The “Use of Proceeds” section of the Information Memorandum, shall be replaced with
the following:
Use of Proceeds
The Subordinated Notes are issued as “Sustainable Development Goal Bonds”.
This means that the Issuer intends to allocate an amount equal to the net proceeds from the
issue of the Subordinated Notes (referred to as “SDG Bonds”) to finance or refinance a
combination of new or existing assets which align with one or more eligible categories and/or
the Issuer's own operating or capital expenditures which align with one or more eligible
categories, in accordance with the “Framework” (as defined in the next paragraph).
The “Framework” means the “ANZ SDG Bond Framework” dated November 2024. The
Framework is published at https://www.anz.com/debtinvestors/centre/green-sustainability-
bonds/ (the “Website”).
Certain information about the Framework
On 1 January 2016, the United Nations Sustainable Development Goals (“SDGs”) came into
effect. The 17 goals and 169 targets are aimed at addressing global challenges, including those
related to poverty, inequality, climate change and environmental degradation by 2030.
ANZ intends that the SDG Bonds issued under the Framework will be aligned to one or more
SDGs.
Eligible assets and expenditures
Eligible assets and expenditures are determined by the Issuer in its absolute discretion to fall
within one or more of the eligible categories and meet the process for evaluation and selection
in accordance with the Framework. Eligible categories are set out in the Framework.
Payment of any principal or interest in respect of the SDG Bonds will be made from the Issuer's
general funds and will not be directly linked to or depend on the performance or credit standing
of any eligible asset (or the performance of the Issuer in respect of any SDG, environmental,
social and governance ("ESG") or similar targets). This means that, without limitation:
• no property interest or security interest in favour of any investor is created in any proceeds
or eligible asset or expenditure;
• the term of any eligible assets may be shorter or longer than the term of the SDG Bonds;
• eligible assets may mature, be sold, repaid, prepaid or otherwise expire before or after the
maturity date of the SDG Bonds;
• allocations of amounts equal to the net proceeds in respect of SDG Bonds to eligible assets
will regularly change in accordance with the Framework;
• eligible assets may remain outstanding after the maturity date of the SDG Bonds;
• the Issuer is not required to terminate the funding of any eligible asset by an amount equal
to the net proceeds of maturing SDG Bonds; and
• the Issuer may, from time to time and at its sole discretion, re-allocate or apportion eligible
assets and expenditures among ,and/or adjust the composition of its portfolio of eligible

11
assets and expenditures allocated against, the Issuer’s SDG bonds, including the SDG
Bonds.
Limitations
While the Issuer is under no obligation to update the Framework, the Framework may be
amended, updated, supplemented, replaced and/or withdrawn from time to time and any
subsequent version(s) may differ (including in a significant way) from the description given in
this Pricing Supplement, which may affect the SDG Bonds.
The Framework sets out the Issuer’s corporate purpose and strategy as at November 2024. It
is no longer current as at the date of this Pricing Supplement. Although not incorporated by
reference into or forming part of the Information Memorandum or this Pricing Supplement, the
Issuer’s most recent annual report and other periodic and continuous disclosure
announcements are available online at: www.asx.com.au.
The Framework precedes, has not been updated for, and has not been assessed for
compliance against, the International Capital Market Association's ("ICMA") more recent Green
Bond Principles of June 2025 or ICMA's Social Bond Principles of June 2025.
Documents available
Subject to applicable law, copies of the Framework and any second or third party opinions
(subject to consent and confidentiality requirements) and Post-Issuance Reports (as defined
below and, in the case of third party reports, subject to consent and confidentiality
requirements) may be obtained by investors from the Website.
“Post-Issuance Report” means any report relating to the SDG Bonds, including any progress
report, use of proceeds report and impact report, whether prepared by the Issuer or a third
party.
Refer to the Framework for further information on reporting, including regarding use of proceeds
and impact reporting prepared by the Issuer. As at the date of this Pricing Supplement, subject
to limited exceptions, the Issuer presents impact figures as “gross figures” for each
project/asset, rather than apportioned based on the Issuer's lending in respect of the
project/asset. This means that the impact of the Issuer’s lending is lower than, and a portion of,
the total impact figures.
The documents described in this section may be amended, updated, supplemented, replaced
and/or withdrawn from time to time and any subsequent version(s) may differ (including in a
significant way) from the description given in this Pricing Supplement. Potential investors in the
SDG Bonds should access the latest version of each relevant document available.
Such documents and the Website as well as any document referred to in any of them or the
contents of any website referred to herein or therein, are not incorporated into, and do not form
part of, this Pricing Supplement or the Information Memorandum.
Ranking and other matters in respect of the SDG Bonds that are Subordinated Notes
The SDG Bonds are Subordinated Notes which will rank as such in accordance with the
Conditions and are not covered by a guarantee of the Issuer or a related entity.
This Annex 2 does not create any arrangement which enhances the seniority of any claim by a
Subordinated Noteholder.
Subordinated Noteholders do not have netting or set-off rights and there are no cross default
clauses in relation to the eligible assets or expenditures.
ADDITIONAL IMPORTANT NOTICES IN RESPECT OF SUBORDINATED NOTES ISSUED
AS SDG BONDS

12
The “Important Notice” section of the Information Memorandum shall include the
following additional important notices:
Subordinated Notes issued as SDG Bonds
None of the Issuer or Dealer accepts any responsibility for any social, environmental and
sustainability assessment of the SDG Bonds or makes any representation or warranty or
assurance whether such SDG Bonds will meet any investor expectations or requirements
regarding such "green", "sustainable", "social" or similar labels (including for the purpose of any
laws, regulations, market standards or guidance, including green, sustainable or social bond
principles or other similar principles or guidance published by ICMA (the "ICMA Principles"))
or any requirements of such labels or market standards as they may evolve from time to time.
No representation or assurance is given by the Issuer or the Dealer as to the suitability of the
SDG Bonds to fulfil any present or future investor expectations or requirements with respect to
sustainability or other investment criteria or guidelines which any investor is, or its investments
are, required to comply with.
Second and third party opinions, assurances and certifications in respect of SDG Bonds
No assurance or representation is given by the Issuer, the Dealer or any other person as to the
suitability or reliability for any purpose whatsoever of any opinion, review, assurance,
certification or Post-Issuance Report (including any Post-Issuance Reports prepared by an
external reviewer) and/or label, whether or not solicited by the Issuer, which may be made
available in connection with the issue of SDG Bonds and in particular any eligible assets
(including any second or third party opinions) to fulfil any sustainable development goal,
environmental, sustainability, social and/or other criteria.
For the avoidance of doubt, any such opinion, review, assurance, certification, Post-Issuance
Report or label is not, nor should it be deemed to be, a recommendation by the Issuer, the
Dealer or any other person to buy, sell or hold SDG Bonds and such opinions, assurances and
certifications may not reflect the potential impact of all risks related to the structure, market and
other factors that may affect the value of SDG Bonds may be revised or withdrawn at any time.
Additionally, any such opinion, review, assurance, certification, Post-Issuance Report and/or
label (i) is only current as of the date on which it was initially issued and the criteria and/or
considerations that form the basis of such opinion, review, assurance, certification, Post-
Issuance Report and/or label may change at any time, (ii) only provides an opinion, review,
assurance, certification or Post-Issuance Report on certain environmental and related
considerations and (iii) is not intended to address any credit, market or other aspects of an
investment in SDG Bonds including, without limitation, market price, marketability, investor
preference or suitability of any security to fulfil any specific investment criteria.
The criteria and/or considerations that form the basis of any such opinion, review, assurance,
certification, Post-Issuance Report and/or label may change at any time and the opinion,
review, assurance, certification, Post-Issuance Report and/or label may be amended, updated,
supplemented, replaced and/or withdrawn.
Prospective investors must determine for themselves the relevance of any such opinion, review,
assurance, certification, Post-Issuance Report, label and/or the information contained therein.
Any second or third party opinion, and any other opinion provided in relation to SDG Bonds is
a statement of opinion, not a statement of fact. Second or third party opinion providers may
not be subject to any specific regulatory or other regime or oversight and any opinions provided
are provided for information purposes only and on a no liability basis.

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ADDITIONAL NOTE RISKS IN RESPECT OF SUBORDINATED NOTES ISSUED AS SDG
BONDS
In the “Summary of the Programme” section of the Information Memorandum, the
“Additional Note Risks (Subordinated Notes)” sub-section shall include the following
additional note risks:
The SDG Bonds may not meet investor expectations or requirements
While it is the intention of the Issuer to allocate an amount equal to the net proceeds of the
SDG Bonds for the allocation to an eligible asset or assets, there is no contractual or regulatory
obligation to do so. Additionally, the Framework is subject to review and change and any
amendment, update, supplement and/or replacement of the Framework may be applied in
respect of the SDG Bonds.
No assurance or representation is given to investors by the Issuer or any other person:
(a) that, at any time, the use of an amount equal to the net proceeds of the SDG Bonds will
satisfy (whether in whole or in part) any present or future investor expectations or
requirements as regards any investment criteria or guidelines with which such investor
or its investments are required to comply, in particular with regard to any direct or indirect
sustainability impact of any projects or uses, the subject of or related to, any eligible
assets, eligible businesses and projects under the Framework;
(b) that, at any time, any assets, projects, businesses or uses the subject of, or related to,
any eligible assets will meet or, if met, continue to meet on an ongoing basis any or all
investor expectations regarding "green", "sustainable", "social" or other similar labels
(including any laws, regulations, market standards or guidance, including the ICMA
Principles) or any requirements of such labels or market standards as they may evolve
from time to time. Furthermore, it should be noted that there is currently no clear definition
(legal, regulatory or otherwise) of, nor market consensus as to what constitutes, a
"green", "social" or "sustainable" or an equivalently-labelled project or as to what precise
attributes are required for a particular project to be defined as "green, "social" or
"sustainable" or such other equivalent label and if developed in the future, SDG Bonds
may not comply with any such definition or label;
(c) that any adverse environmental, social and/or other impacts will not occur during the
implementation of any assets, projects, businesses or uses the subject of, or related to,
any eligible assets;
(d) that, at any time (within any specified period or at all), (i) any assets, projects, businesses
qualifying as eligible assets will be available or meet any eligible categories, or (ii) any
eligible asset will continue to meet any eligible category, or that the Issuer will be able to
replace any eligible assets which no longer meet the relevant eligible category, or (iii)
any eligible assets will be, or will be capable of being, implemented in or substantially in
such manner and/or in accordance with any timing schedule or at all or with the results
or outcome as originally expected or anticipated by the Issuer and, accordingly, there is
no assurance that an amount equal to the net proceeds of the SDG Bonds will be totally
or partially allocated to such eligible assets; or
(e) as to the suitability or reliability for any purpose whatsoever of any opinion, review,
assurance, certification or Post-Issuance Report of any third party (whether or not
solicited by the Issuer) which may be made available in connection with SDG Bonds
(including any second or third party opinion).
The Framework has not been assessed for compliance against ICMA's Green Bond Principles
of June 2025 or ICMA's Social Bond Principles of June 2025.

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SDG Bonds do not benefit from any arrangements to enhance the performance of the
SDG Bonds or any contractual rights derived solely from the intended use of proceeds
of such SDG Bonds and are not linked to the performance of the eligible assets.
Investors should note that none of:
(a) a failure by the Issuer (either totally or partially) (i) to allocate amounts equal to the net
proceeds, or use the proceeds, of the SDG Bonds in the manner described in this
Pricing Supplement and the Framework, or (ii) to evaluate, select and report on eligible
assets, or to manage amounts equal to the net proceeds of the SDG Bonds, each as
may be described in this Pricing Supplement and/or in the Framework or (iii) to comply
with the Framework, the SDGs or, the ICMA published documents entitled "The Social
Bond Principles June 2023", "The Sustainability Bond Guidelines June 2021", "The
Green Bond Principles June 2021 (With June 2022 Appendix 1)", "The Social Bond
Principles June 2025" and "The Green Bond Principles June 2025" (“ICMA
Documents”) or (iv) to prepare, obtain or publish any opinion, review, assurance,
certification, Post-Issuance Report and/or label relating to the SDG Bonds (including
any periodic use of proceeds or impact report, as described in the Framework);
(b) a failure of a third party to provide any opinion, review, assurance, Post-Issuance
Report or certification in connection with the Framework or the SDG Bonds;
(c) any opinion, review, assurance, certification or Post-Issuance Report stating that the
Issuer is not complying or fulfilling relevant criteria (either totally or partially) with
respect to the Framework or the SDG Bonds;
(d) any revision, amendment or withdrawal, for any reason, of (i) any opinion, review,
assurance, Post-Issuance Report, certification or label relating to the SDG Bonds
and/or the Framework, or (ii) any criteria on which any such opinion, review, assurance,
Post-Issuance Report, certification and/or label was given;
(e) the failure of the SDG Bonds to meet investors' expectations or requirements regarding
any SDGs, ESG or similar label(s) or characteristic(s); or
(f) any change in the performance of any eligible asset (including the loss of any SDG,
ESG or equivalent characteristics),
will (i) constitute an Event of Default under the Conditions, or (ii) be a breach of contract with
respect to the SDG Bonds, or (iii) give rise to any other claim or right (including, for the
avoidance of doubt, any early redemption option or right to accelerate the SDG Bonds) of a
holder of SDG Bonds against the Issuer, or (iv) require the Issuer to redeem the SDG Bonds,
or (v) affect the regulatory treatment of the SDG Bonds.
The occurrence of any of the above factors may, however, cause damage to the ANZ Group's
reputation and/or have a material adverse effect on the value of the SDG Bonds and/or result
in adverse consequences for certain investors with requirements to invest in securities to be
used for a particular purpose who may need to sell the SDG Bonds as a result of the SDG
Bonds not falling within their investment requirements. Potential investors should note that
there is no recourse to the Issuer in these circumstances.
The market price of SDG Bonds may adversely change
If any of the risks outlined above materialise, this may have a material adverse effect on the
market price of the SDG Bonds and also potentially the market price of any other securities
intended to finance the Issuer's lending for eligible assets and may result in adverse
consequences for certain investors with requirements to invest in securities to be used for a
particular purpose (including, without limitation, if such investors are required to dispose of their
SDG Bonds as a result of such SDG Bonds not meeting any investment requirements set by
or for such investor, which could lead to increased volatility and/or material decreases in the
market price of such SDG Bonds).

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No assurance of suitability or reliability of any second party opinion or any other opinion
or certification of any third party relating to the SDG Bonds
Any second or third party opinions may provide an opinion on certain environmental and related
considerations. Any such opinions are a statement of opinion, not a statement of fact.
No representation or assurance is given as to the suitability or reliability of any second or third
party opinion or any review, assurance, certification, Post-Issuance Report of any third party
made available in connection with the SDG Bonds. Any second or third party opinion and any
other such review, assurance, certification, Post-Issuance Report of any third party is not
intended to address any credit, market or other aspects of any investment in the SDG Bonds,
including without limitation market price, marketability, investor preference or suitability of any
security or any other factors that may affect the value of the SDG Bonds. Any second or third
party opinion and any other such review, assurance, certification, Post-Issuance Report of any
third party is not a recommendation to buy, sell or hold the SDG Bonds and is current only as
of the date it was issued.
The criteria and/or considerations that form the basis of any second or third party opinion and
any other such review, assurance, certification, Post-Issuance Report of any third party may
change at any time and such opinion, review, assurance, certification, Post-Issuance Report
may be amended, updated, supplemented, replaced and/or withdrawn. Any withdrawal of any
such opinion, review, assurance, certification, Post-Issuance Report may have a material
adverse effect on the value of the SDG Bonds in respect of which such opinion, review,
assurance, certification, Post-Issuance Report is given and /or result in adverse consequences
for certain investors with portfolio mandates to invest in securities to be used for a particular
purpose. Prospective investors must determine for themselves the relevance of any such
opinion, review, assurance, certification, Post-Issuance Report and/or the information
contained therein.