27 October 2022
Market Announcements Office
ASX Limited
Level 420 Bridge Street
SYDNEY NSW 2000

ANZ Capital Notes 6 (ASX: ANZPI) (“Capital Notes 6”) – Approved NOHC
Substitution Notice
Attached is an Approved NOHC Substitution Notice given to holders of Capital Notes 6
under clauses 11.1 and 14.2 of the Capital Notes 6 Terms, as set out in the Capital Notes
6 Prospectus dated 9 June 2021, attaching amended Capital Notes 6 Terms.
It has been approved for distribution by ANZ’s Continuous Disclosure Committee.

Yours faithfully

Simon Pordage
Company Secretary
Australia and New Zealand Banking Group Limited

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

NOTICE TO HOLDERSANZ Capital Notes 6 (ASX: ANZPI) (“Capital Notes 6”) – Approved NOHC
Substitution Notice

ANZ refers to the announcement titled “NOHC Restructure – Amendments to ANZ’s
Capital Notes” released on ASX on the date of this notice (NOHC Restructure
Announcement).
This document is an Approved NOHC Substitution Notice given to the holders of Capital
Notes 6 under clauses 11.1 and 14.2 of the Capital Notes 6 Terms (Terms), as set out in
the Capital Notes 6 Prospectus dated 9 June 2021.
By this notice, ANZ announces that:(a)

ANZ is amending the Terms to effect the substitution of ANZ Group Holdings
Limited (ANZ Group Holdings) as the issuer of ordinary shares on
Conversion (as defined in the Terms).

(b)

The amendments to the Terms are set out in Appendix A to this notice(Amended Terms).

(c)

The Amended Terms have been approved by the Australian Prudential
Regulation Authority.

(d)

The Amended Terms will become effective when the NOHC restructure (asdescribed in the NOHC Restructure Announcement) is implemented. If the
NOHC restructure is not implemented, then the Amended Terms will not takeeffect.

The amendments do not affect the circumstances in which the Capital Notes 6 arerequired to Convert or the other obligations of ANZ in respect of the Capital Notes 6.
A holder of Capital Notes 6 does not need to take any action in response to this notice.
Further information about the proposed NOHC restructure (as described in the NOHC
Restructure Announcement) can be found on ANZ’s website
www.anz.com/schememeeting.

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

Note Terms
This Appendix A contains the full Note Terms.

1

ANZ CAPITAL NOTES

1.1

ANZ CAPITAL NOTES 6
ANZ Capital Notes 6 are fully paid mandatorily convertible subordinatedperpetual securities (ANZ Capital Notes 6 or Notes) in the f orm of unsecured
notes issued by ANZ. ANZ Capital Notes 6 are issued in registered form by entry
in the Register. They are issued, and may be Exchanged, according to these
Note Terms.
ANZ Capital Notes 6 are not deposit liabilities of ANZ, are not protected accounts
f or 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, are not any other kind of account with ANZ and
are not guaranteed or insured by any government, government agency orcompensation scheme in Australia or any other jurisdiction or by TopCo or any
other person.

1.2

FACE VALUE
The denomination and face value of each Note (Face Value) is $100.

2

TITLE AND TRANSFER

2.1

TITLE
Title to a Note passes when details of the transfer are entered in the Register.

2.2

REGISTER CONCLUSIVE AS TO OWNERSHIP
Entries in the Register in relation to a Note constitute conclusive evidence thatthe person so entered is the absolute owner of the Note subject to correction forf raud or error.

2.3

NON-RECOGNITION OF INTERESTS
Except as required by law and as provided in this clause 2.3, ANZ must treat theperson whose name is entered in the Register as the Holder in respect of a Noteas the absolute owner of that Note.
No notice of any trust, Encumbrance or other interest in, or claim to, any Note will
be entered in the Register. None ofNeither ANZ, TopCo nor the Registry needtake notice of any trust, Encumbrance or other interest in, or claim to, any Note,except as ordered by a court of competent jurisdiction or required by law, and notrust, Encumbrance or other interest in, or claim to, any Note will in any way
af f ect any provision of these Note Terms.
This clause 2.3 applies whether or not a payment has been made whenscheduled on a Note and despite any notice of ownership, trust or interest in the
Note.

2.4

JOINT HOLDERS
Where two or more persons are entered in the Register as the joint holders of aNote, they are taken to hold the Note as joint tenants with rights of survivorship,
but the Registry is not bound to register more than three persons as joint holders
of a Note.

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2.5

DEALINGS IN WHOLE
At all times, the Notes may be held or transferred only in whole Notes.

2.6

TRANSFER(a)(b)

A Holder may transfer a Note:(i)while the Note is lodged in CHESS, in accordance with the ASX
Settlement Operating Rules;(ii)

at any other time:(A)

by a proper transfer under any other computerised orelectronic system recognised by the Corporations Act;or(B)

by any proper or sufficient instrument of transfer ofmarketable securities under applicable law.

The Registry must register a transfer of a Note to or by a person who isentitled to make or receive the transfer as a consequence of:(i)death, bankruptcy, liquidation or winding-up of a Holder; or(ii)

a vesting order by a court or other body with power to make theorder on receiving the evidence that the Registry or ANZ
requires.

3

DISTRIBUTIONS

3.1

DISTRIBUTIONS
Subject to these Note Terms, each Note entitles the Holder on a Record Date toreceive on the relevant Distribution Payment Date a cash distribution(Distribution) calculated according to the following formula:
Distribution=

Face Value × Distribution Rate × N
365

where:
Distribution Rate (expressed as a percentage per annum) is calculated
according to the following formula:
Distribution Rate = (BBSW Rate + Margin) × (1 - Tax Rate)
where:BBSW Rate means:© King & Wood Mallesons
59502097_157618186_2(a)subject to paragraph (b), BBSW; and(b)

if ANZ determines that a Ref erence Rate Disruption Event has occurred,then, subject to APRA’s prior written approval, ANZ:

CN6 Note Terms(A)

shall use as the ref erence rate such Alternative
Ref erence Rate as it may determine;(B)

shall make such adjustments to these Note Terms as it
determines are reasonably necessary to calculate2Distributions in accordance with such Alternative
Ref erence Rate; and(C)in making the determinations under paragraphs (A) and(B) above:(aa)

shall act in good faith and in a commerciallyreasonable manner;(ab)

may consult with such sources of market
practice as it considers appropriate; and(ac)

may otherwise make such determination in its
discretion.

Holders should note that APRA’s approval may not be given for any
Alternative Reference Rate (or related adjustments) it considers to havethe effect of increasing the rate of Distributions contrary to applicableprudential standards.
For the purposes of the foregoing:(c)

BBSW Rate means, f or a Distribution Period:(A)

the rate (expressed as a percentage per annum)
designated “BBSW” in respect of prime bank eligible
securities having a tenor of 3 months which rate ASX(or its successor as administrator of that rate) publishes
through information vendors at approximately 10:30am(Sydney time) (or such other time at which such rate isaccustomed to be so published) on the Determination
Date; or(B)

if ANZ determines that such rate (expressed as apercentage per annum) as is described in paragraph (A)above:(aa)

is not published by midday (or such other timethat ANZ considers appropriate on that day); or(ab)

is published, but is affected by an obvious error,

such other rate (expressed as a percentage per annum)
that ANZ determines as appropriate having regard tocomparable indices then available.
(d)

(e)

“Determination Date” means:(A)in the case of the first Distribution Period, on the Issue
Date; and(B)

in the case of any other Distribution Period, on the first
Business Day of that Distribution Period;“Reference Rate Disruption Event” means that, in ANZ’s opinion, therate described in paragraph (a) above:(A)© King & Wood Mallesons
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has been discontinued or otherwise ceased to be
calculated or administered; or

3

(B)

(f )

is no longer generally accepted in the Australian market
as a ref erence rate appropriate to floating rate debt
securities of a tenor and interest period comparable tothat of Notes; and“Alternative Reference Rate” means a rate other than the rate
described in paragraph (a) above that is generally accepted in theAustralian market as the successor to BBSW, or if there is no such rate:(A)

a ref erence rate that is, in ANZ’s opinion, appropriate tof loating rate debt securities of a tenor and interest
period most comparable to that of Notes; or(B)such other reference rate as ANZ considers appropriate
having regard to available comparable indices.

Margin (expressed as a percentage per annum) means the margin determined
under the Broker Firm Reinvestment Offer Bookbuild;
Tax Rate (expressed as a decimal) means the Australian corporate tax rateapplicable to the franking account of TopCoANZ as at the relevant Distribution
Payment Date; andN means in respect of:

3.2

(a)

the f irst Distribution Payment Date, the number of days from (andincluding) the Issue Date until (but not including) the first Distribution
Payment Date; and(b)each subsequent Distribution Payment Date, the number of days from(and including) the preceding Distribution Payment Date until (but notincluding) the relevant Distribution Payment Date.

FRANKING ADJUSTMENTS
If any Distribution is not franked to 100% under Part 3-6 of the Tax Act (or any
provisions that revise or replace that Part), the Distribution will be calculated
according to the following formula:
Distribution =D(1 – [Tax Rate x (1 – F)])

where:
D means the Distribution calculated under clause 3.1;
Tax Rate has the meaning given in clause 3.1; andF means the applicable Franking Rate.

3.3

PAYMENT OF A DISTRIBUTION
Each Distribution is subject to:© King & Wood Mallesons
59502097_157618186_2(a)ANZ’s absolute discretion; and(b)no Payment Condition existing in respect of the relevant Distribution
Payment Date.

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3.4

3.5

DISTRIBUTIONS ARE NON-CUMULATIVE(a)Distributions are non-cumulative. If all or any part of a Distribution is not
paid because of clause 3.3 or because of any applicable law, ANZ has
no liability to pay the unpaid amount of the Distribution and Holders haveno claim or entitlement in respect of such non-payment and such nonpayment does not constitute an event of default.

(b)

No interest accrues on any unpaid Distributions and the Holders have noclaim or entitlement in respect of interest on any unpaid Distributions.

DISTRIBUTION PAYMENT DATES
Subject to this clause 3, Distributions in respect of a Note will be payable inarrears on the f ollowing dates (each a Distribution Payment Date):(a)each 20 March, 20 June, 20 September and 20 December commencing
on 20 September 2021 until (but not including) the date on which a
Redemption or Conversion of that Note occurs in accordance with these
Note Terms (a Scheduled Distribution Payment Date); and(b)each date on which a Conversion, Redemption or Resale of that Noteoccurs, in each case in accordance with these Note Terms.

If a Distribution Payment Date is a day which is not a Business Day, then theDistribution Payment Date will be the next day which is a Business Day.

3.6

RECORD DATESA Distribution is only payable on a Distribution Payment Date to those persons
registered as Holders on the Record Date for that Distribution.

3.7

RESTRICTIONS IN THE CASE OF NON-PAYMENT
If f or any reason a Distribution has not been paid in full on a Distribution Payment
Date (the Relevant Distribution Payment Date), ANZ must not, without
approval of a Special Resolution, until and including the next Distribution
Payment Date:(a)resolve to pay or pay any ANZ Ordinary Share Dividend; or(b)undertake any Buy-Back or Capital Reduction,

unless the Distribution is paid in full within 3 Business Days of the Relevant
Distribution Payment Date.

3.8

EXCLUSIONS FROM RESTRICTIONS IN CASE OF NON-PAYMENTThe restrictions in clause 3.7 do not apply:(a)

to a Buy-Back or Capital Reduction in connection with any employment
contract, employee share scheme, benefit plan or other similararrangement with or for the benefit of any one or more employees,of ficers, directors or consultants of ANZ or any Controlled Entity; or(b)to the extent that at the time a Distribution has not been paid on therelevant Distribution Payment Date, ANZ is legally obliged to pay on oraf ter that date an ANZ Ordinary Share Dividend or complete on or afterthat date a Buy-Back or Capital Reduction.

Nothing in these Note Terms prohibits ANZ or a Controlled Entity frompurchasing TopCoANZ Shares (or an interest therein) in connection withtransactions for the account of customers of ANZ or customers of entities that

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ANZ Controls or, with the prior written approval of APRA, in connection with the
distribution or trading of TopCoANZ Shares in the ordinary course of business.
This includes (for the avoidance of doubt and without affecting the foregoing) any
acquisition resulting from:(a)taking security over TopCoANZ Shares in the ordinary course ofbusiness; and(b)acting as trustee for another person where neither TopCoANZ nor any
entity it Controls has a beneficial interest in the trust (other than abenef icial interest that arises from a security given for the purposes of atransaction entered into in the ordinary course of business).

4

MANDATORY CONVERSION

4.1

MANDATORY CONVERSION
Subject to the occurrence of a Trigger Event, on the Mandatory Conversion Date
ANZ must Convert all (but not some) Notes on issue at that date into Ordinary
Shares in accordance with clause 6 and this clause 4.

4.2

MANDATORY CONVERSION DATEThe Mandatory Conversion Date will be the earlier of:(a)

20 September 2030 (the Scheduled Mandatory Conversion Date); and(b)

the f irst Distribution Payment Date after the Scheduled Mandatory
Conversion Date (a Subsequent Mandatory Conversion Date),(each a Relevant Date) on which the Mandatory Conversion Conditions are
satisfied.

4.3

MANDATORY CONVERSION CONDITIONSThe Mandatory Conversion Conditions for each Relevant Date are:

4.4

(a)

the VWAP on the 25th Business Day immediately preceding (but notincluding) the Relevant Date (the First Test Date, provided that if no
trading in Ordinary Shares took place on that date, the First Test Date is
the f irst Business Day before the 25th Business Day immediately
preceding (but not including) the Relevant Date on which trading in
Ordinary Shares took place) is greater than 56.00% of the Issue Date
VWAP (the First Mandatory Conversion Condition);(b)the VWAP during the period of 20 Business Days on which trading in
Ordinary Shares took place immediately preceding (but not including) the
Relevant Date (the Second Test Period) is greater than 50.51% of theIssue Date VWAP (the Second Mandatory Conversion Condition);
and

(c)

no Delisting Event applies in respect of the Relevant Date (the Third
Mandatory Conversion Condition and, together with the First
Mandatory Conversion Condition and the Second Mandatory Conversion
Condition, the Mandatory Conversion Conditions).

NON-CONVERSION NOTICESIf :© King & Wood Mallesons
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(a)

the First Mandatory Conversion Condition is not satisfied in relation to a
Relevant Date, ANZ will notify Holders between the 25th and the 21st
Business Day before the Relevant Date; or(b)

the Second Mandatory Conversion Condition or the Third Mandatory
Conversion Condition is not satisfied in relation to a Relevant Date, ANZ
will notify Holders on or as soon as practicable after the Relevant Date,in either case that Mandatory Conversion will not (or, as the case may be, didnot) occur on the Relevant Date (a Non-Conversion Notice).

4.5

COMMON EQUITY CAPITAL TRIGGER EVENTA Common Equity Capital Trigger Event means ANZ determines, or APRA
has notified ANZ in writing that it believes, that a Common Equity Capital Rat io is
equal to or less than 5.125%. ANZ must immediately notify APRA in writing if itmakes a determination under this clause 4.5.

4.6

NON-VIABILITY TRIGGER EVENTA Non-Viability Trigger Event means the earlier of:

4.7

(a)

the issuance of a notice in writing by APRA to ANZ that conversion or
write of f of Relevant Securities is necessary because, without it, APRA
considers that ANZ would become non-viable; or(b)a determination by APRA, notified to ANZ in writing, that without a public
sector injection of capital, or equivalent support, ANZ would become
non-viable.

TRIGGER EVENT CONVERSION DATEA Trigger Event Conversion Date means:

4.8

(a)

in the case of a Common Equity Capital Trigger Event, the date on which
the determination or notification is made under clause 4.5; and(b)in the case of a Non-Viability Trigger Event, the date on which APRA
notif ies ANZ of such Non-Viability Trigger Event as contemplated inclause 4.6.

CONVERSION ON TRIGGER EVENT CONVERSION DATE
If a Trigger Event occurs:(a)on the Trigger Event Conversion Date, subject only to clause 4.9(c), somany of the Notes will immediately Convert as is:(i)in the case of a Common Equity Capital Trigger Event, sufficient(as determined by ANZ in accordance with paragraph (b) below)
to increase the relevant Common Equity Capital Ratio to apercentage above 5.125% determined by ANZ in consultation
with APRA; or(ii)

in the case of a Non-Viability Trigger Event, required by APRA’s
notice under clause 4.6 and, where such notice does not require
all Relevant Securities to be converted into Ordinary Shares or
written off, sufficient (determined by ANZ in accordance withparagraph (b) below) to satisfy APRA that ANZ is viable without
f urther conversion or write off.

If a Non-Viability Trigger Event under clause 4.6(b) occurs, all the Notes are
required to be Converted:© King & Wood Mallesons
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(b)

(i)

f irst, convert into Ordinary Shares or write off Relevant
Securities whose terms require or permit them to be converted
into Ordinary Shares or written off either before Conversion ofNotes or in full; and(ii)

secondly, if conversion into Ordinary Shares or write off of those
Relevant Securities is not sufficient to satisfy the requirements ofclause 4.8(a)(i) or 4.8(a)(ii) (as applicable), subject to clause
4.8(e)(iv):(A)

ANZ will endeavour to Convert Notes and convert into
Ordinary Shares or write off other Relevant Securities
on an approximately pro-rata basis or in a manner thatis otherwise, in the opinion of ANZ, fair and reasonable(subject to such adjustment as ANZ may determine totake into account the effect on marketable parcels andthe need to round to whole numbers the number ofOrdinary Shares and any Notes or other Relevant
Securities remaining on issue); and(B)

where the currency of the principal amount of Relevant
Securities is not the same for all Relevant Securities,
ANZ may treat the Relevant Securities as if converted
into a single currency of ANZ's choice at such rate ofexchange for each such currency as ANZ in good faithconsiders reasonable;(c)on the Trigger Event Conversion Date ANZ must determine the Holders
whose Notes will be Converted at the time on that date that theConversion is to take effect and in making that determination may makeany decisions with respect to the identity of the Holders at that time anddate as may be necessary or desirable to ensure Conversion occurs
immediately in an orderly manner, including disregarding any transfers ofNotes that have not been settled or registered at that time;(d)

ANZ must give notice of that event (a Trigger Event Notice) as soon aspracticable to Holders which must specify:(e)© King & Wood Mallesons
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in determining the number of Notes which must be Converted inaccordance with this clause, ANZ will:

CN6 Note Terms(i)the Trigger Event Conversion Date;(ii)

the number of Notes Converted; and(iii)

the relevant number of other Relevant Securities converted or
written off;

despite any other provision in this clause 4.8, none of the following
events shall prevent, impede or delay the immediate Conversion ofNotes as required by clause 4.8(a):(i)

any f ailure or delay in the conversion or write off of other
Relevant Securities;(ii)

any f ailure or delay in giving a Trigger Event Notice;(iii)

any f ailure or delay in quotation of Ordinary Shares to be issued
on Conversion; and

8

(iv)

(f )

4.9

4.10

f rom the Trigger Event Conversion Date, subject to clauses 6.13 and
10.2, ANZ and TopCo shall treat the Holder of any Note which is
required to be Converted as the holder of the relevant number ofOrdinary Shares and will take all such steps, including updating any
register, required to record the Conversion.

PRIORITY OF CONVERSION OBLIGATIONS(a)Conversion on account of the occurrence of a Trigger Event is not
subject to the matters described in clause 4.3 as Mandatory Conversion
Conditions.

(b)

A Conversion required on account of a Trigger Event takes place on thedate, and in the manner, required by clause 4.8, notwithstanding
anything in clauses 4.1, 4.10, 5 or 9.

(c)

If Conversion has not been effected within 5 Business Days after the
relevant Trigger Event Conversion Date for any reason (including an
Inability Event), Conversion of those Notes on account of the Trigger
Event will not occur and those Notes shall be Written Off in accordancewith clause 6.13 and the provisions of clauses 4.8(b), 4.8(c) and 4.8(d)shall apply in respect of that Write Off and those Notes as if eachref erence in those clauses to “Conversion” or “Convert” were a ref erence
to “Write Off”.

MANDATORY CONVERSION ON CHANGE OF CONTROL(a)

If a Change of Control Event occurs, ANZ must notify Holders as soon
as practicable after becoming aware of that event by providing a noticeto Holders (a Change of Control Conversion Notice) and Convert all(but not some only) Notes on the Change of Control Conversion Date,subject to and in accordance with this clause 4 and clause 6.

(b)

A Change of Control Conversion Notice must specify:(i)the details of the relevant Change of Control Event;(ii)

the date on which Conversion is to occur (the Change ofControl Conversion Date), which must be:

(iii)
(c)

CN6 Note Terms(A)

the Business Day prior to the date reasonably
determined by ANZ to be the last date on which holdersof Ordinary Shares can participate in the bid or scheme
concerned or such other earlier date as ANZ may
reasonably determine having regard to the timing for
implementation of the bid or scheme concerned; or(B)such later date as APRA may require; andwhether any Distribution will be paid on the Change of Control
Conversion Date.

A Change of Control Conversion Notice is taken to be revoked andConversion will not occur if, on the Change of Control Conversion Date:(i)© King & Wood Mallesons
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any requirement to select or adjust the number of Notes to b e
Converted or any right to make determinations in accordancewith clause 4.8(b)(ii) or 4.8(c);the Second Mandatory Conversion Condition (calculated as if it
ref erred to 20.21% of the Issue Date VWAP); or

9

(ii)

the Third Mandatory Conversion Condition,

would not be satisfied, in each case, determined as if each reference to“Relevant Date” in those conditions were a ref erence to the “Change ofControl Conversion Date”.
(d)

If clause 4.10(c) applies, ANZ must:(i)

notif y Holders as soon as practicable that Conversion will not (ordid not) occur (a Deferred Change of Control Conversion
Notice); and(ii)

subject to this clause 4.10, give a new Change of Control
Conversion Notice on or before the 25th Business Day prior to
the immediately succeeding Scheduled Distribution Payment
Date (under clause 3.5(a)) which is at least 25 Business Days
af ter the date on which the Deferred Change of Control
Conversion Notice was given.

(e)

If a new Change of Control Conversion Notice is revoked, clause 4.10(d)shall be reapplied in respect of each subsequent Distribution Payment
Date (under clause 3.5(a)) until a Conversion occurs.

(f )Nothing in this clause 4.10 limits the operation of clause 4.8.

5

OPTIONAL EXCHANGE BY ANZ

5.1

OPTIONAL EXCHANGE BY ANZANZ may by notice to Holders (an Exchange Notice) elect to Exchange:(a)all or some Notes on an Exchange Date following the occurrence of aTax Event or a Regulatory Event; or(b)all or some Notes on an Optional Exchange Date.

An Exchange Notice once given is irrevocable, subject to clauses 4.8 and 4.9.

5.2

CONTENTS OF EXCHANGE NOTICEAn Exchange Notice must specify:(a)the details of any Tax Event or Regulatory Event to which the Exchange
Notice relates;(b)

the date on which Exchange is to occur (the Exchange Date), which:(i)in the case of a Tax Event or a Regulatory Event, will be the lastBusiness Day of the month following the month in which the
Exchange Notice was given by ANZ unless ANZ determines an
earlier Exchange Date having regard to the best interests ofHolders as a whole and the relevant event; or(ii)

in the case of an Optional Exchange Date, the Optional
Exchange Date which must fall:(A)© King & Wood Mallesons
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no earlier than 25 Business Days after the date on
which the Exchange Notice is given, where the
Exchange Method is Conversion; and

10

(B)

(c)

5.3

no earlier than 5 Business Days after the date on which
the Exchange Notice is given, where the Exchange
Method is Redemption or Resale;the Exchange Method, which may not be Redemption unless either:(i)Notes the subject of the Exchange are replaced concurrently or
bef orehand with Tier 1 Capital of the same or better quality andthe replacement of the Notes is done under conditions that are
sustainable for ANZ’s income capacity; or(ii)

APRA is satisfied that the capital position of the ANZ Level 1
Group, the ANZ Level 2 Group and, if applicable, the ANZ Level
3 Group is well above its minimum capital requirements after
ANZ elects to Redeem the Notes;(d)

if less than all Outstanding Notes are subject to Exchange, which Notes
are subject to Exchange; and(e)whether any Distribution will be paid on the Exchange Date.

EXCHANGE METHOD
If ANZ elects to Exchange Notes in accordance with this clause 5, it must,
subject to APRA’s prior written approval and clause 5.2(c) and clause 5.4, electwhich of the following (or which combination of the following) it intends to do inrespect of Notes (the Exchange Method):(a)Convert Notes into Ordinary Shares in accordance with clause 6;(b)

Redeem Notes in accordance with clause 7; or(c)Resell Notes in accordance with clause 8.

If ANZ issues an Exchange Notice to Exchange only some Notes, ANZ must
endeavour to treat Holders on an approximately proportionate b asis, but may
discriminate to take account of the effect on holdings which would be Nonmarketable Parcels and other considerations.

5.4

RESTRICTIONS ON ELECTION BY ANZ OF CONVERSION AS
EXCHANGE METHOD
ANZ may not elect Conversion as the Exchange Method in respect of an
Exchange under this clause 5 if:

5.5

(a)

on the second Business Day before the date on which an Exchange
Notice is to be sent by ANZ (or, if trading in Ordinary Shares did notoccur on that date, the last Business Day prior to that date on which
trading in Ordinary Shares occurred) (the Non-Conversion Test Date)
the VWAP on that date is less than or equal to 22.50% of the Issue Date
VWAP (the First Optional Conversion Restriction); or(b)a Delisting Event applies in respect of the Non-Conversion Test Date(the Second Optional Conversion Restriction and, together with theFirst Optional Conversion Restriction, the Optional Conversion
Restrictions).

CONDITIONS TO CONVERSION OCCURRING ONCE ELECTED BY
ANZ
If ANZ has given an Exchange Notice in which it has elected Conversion as the
Exchange Method but, if the Exchange Date were a Relevant Date for the© King & Wood Mallesons
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11purposes of clause 4, either the Second Mandatory Conversion Condition (as if it
ref erred to 20.21% of the Issue Date VWAP) or the Third Mandatory Conversion
Condition would not be satisfied in respect of that date, then, notwithstanding anyother provision of these Note Terms:(a)the Exchange Date will be deferred until the first Distribution Payment
Date (under clause 3.5(a)) on which the Mandatory Conversion
Conditions would be satisfied if that Distribution Payment Date were a
Relevant Date for the purposes of clause 4 (the Deferred ConversionDate);(b)

ANZ must Convert the Notes on the Deferred Conversion Date (unlessthe Notes are earlier Exchanged in accordance with these Note Terms);
and

(c)

until the Def erred Conversion Date, all rights attaching to the Notes willcontinue as if the Exchange Notice had not been given.

ANZ will notify Holders on or as soon as practicable after an Exchange Date inrespect of which this clause 5.5 applies that Conversion did not occur on that
Exchange Date (a Deferred Conversion Notice).

5.6

Purchases
ANZ or any other member of theRelated Entity of ANZ Group may at any timepurchase the Notes in the open market or otherwise and at any price orconsideration, subject to the prior written approval of APRA.
Holders should not expect that APRA’s approval will be given for any purchase ofNotes under these Note Terms.

6

CONVERSION MECHANICS

6.1

CONVERSION
If ANZ elects to Convert Notes or must Convert Notes in accordance with these
Note Terms, then, subject to this clause 6 and clause 11, the following provisions
apply:(a)Each Note will be automatically transferred free from any Encumbrance
to TopCo on the Mandatory Conversion Date, the Trigger Event
Conversion Date, the Exchange Date or the Change of Control
Conversion Date (as the case may be);(a)(b)

TopCoANZ will allot and issue on the Mandatory Conversion Date, theTrigger Event Conversion Date, the Exchange Date or the Change ofControl Conversion Date (as the case may be) a number of Ordinary
Shares in respect of each Note held by the Holder equal to theConversion Number, where the Conversion Number (but subject to theConversion Number being no more than the Maximum Conversion
Number) is a number calculated according to the following formula:

Conversion
Number=Face Value(99% x VWAP)

where:VWAP (expressed in dollars and cents) means the VWAP during the VWAP
Period and where the© King & Wood Mallesons
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Maximum Conversion Number means a number calculated according to thef ollowing formula:
Maximum
Conversion
Number=Face Value
Issue Date VWAP x Relevant
Numberwhere Relevant Number means:

6.2

(i)

if Conversion is occurring on a Mandatory Conversion Date, 0.5;
and

(ii)

if Conversion is occurring at any other time, 0.2;(b)(c)

each Holder’s rights (including to payment of Face Value andDistributions other than the Distribution, if any, payable on a date when
Conversion is required that is not a Trigger Event Conversion Date) in
relation to each Note that is being Converted will be automaticallytransf erred immediately and irrevocably terminated for an amount equal
to the Face Value of that Note and TopCoANZ will apply that Face Valueby way of payment for subscription for the Ordinary Shares to be allotted
and issued under clause 6.1(b)6.1(a) and in accordance with the Deed
Poll. Each Holder is taken to have irrevocably directed that any amountpayable under this clause 6.1 is to be applied as provided for in thisclause 6.1 and no Holder has any right to payment in any other way;(c)(d)

if the total number of additional Ordinary Shares to be allotted to a
Holder in respect of their aggregate holding of Notes upon Conversion
includes a fraction of an Ordinary Share, that fraction of an Ordinary
Share will be disregarded; and(e)the rights attaching to Ordinary Shares issued as a result of Conversion
do not take effect until 5:00pm (Melbourne time) on the Mandatory
Conversion Date, the Trigger Event Conversion Date (unless anothertime is required for Conversion on that date), the Exchange Date or the
Change of Control Conversion Date (as the case may be). At that time
all other rights conferred or restrictions imposed on that Note underthese Note Terms will no longer have effect (except for rights relating toa Distribution which is payable but has not been paid on or before a datewhen Conversion is required that is not a Trigger Event Conversion Date
which will continue); and.

(d)(f )

as agreed between, amongst others, TopCo and ANZ under the
Implementation Deed, TopCo, ANZ and their Related Bodies Corporate
will deal with the Notes being Converted so that they are converted into
ANZ Ordinary Shares as contemplated by clause 14.2(a) (the “Related
Conversion Steps”).

ADJUSTMENTS TO VWAPFor the purposes of calculating VWAP in these Note Terms:(a)© King & Wood Mallesons
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CN6 Note Terms

where, on some or all of the Business Days in the relevant VWAP
Period, Ordinary Shares have been quoted on ASX as cum dividend or
cum any other distribution or entitlement and Notes will Convert into
Ordinary Shares after the date those Ordinary Shares no longer carrythat dividend or any other distribution or entitlement, then the VWAP on
the Business Days on which those Ordinary Shares have been quoted
cum dividend or cum any other distribution or entitlement shall be
reduced by an amount (Cum Value) equal to:

13

(b)

6.3

(i)

in case of a dividend or other distribution, the amount of that
dividend or other distribution including, if the dividend or other
distribution is franked, the amount that would be included in theassessable income of a recipient of the dividend or other
distribution who is both a resident of Australia and a natural
person under the Tax Act;(ii)

in the case of any other entitlement that is not a dividend orother distribution under clause 6.2(a)(i) which is traded on ASX
on any of those Business Days, the volume weighted averagesale price of all such entitlements sold on ASX during the VWAP
Period on the Business Days on which those entitlements weretraded; or(iii)

in the case of any other entitlement which is not traded on ASX
during the VWAP Period, the value of the entitlement asreasonably determined by the Directors; andwhere, on some or all of the Business Days in the VWAP Period,
Ordinary Shares have been quoted on ASX as ex dividend or ex any
other distribution or entitlement, and Notes will Convert into Ordinary
Shares which would be entitled to receive the relevant dividend or other
distribution or entitlement, the VWAP on the Business Days on whichthose Ordinary Shares have been quoted ex dividend or ex any other
distribution or entitlement shall be increased by the Cum Value.

ADJUSTMENTS TO VWAP FOR DIVISIONS AND SIMILAR
TRANSACTIONS
Where during the relevant VWAP Period there is a change in the number of theOrdinary Shares on issue as a result of a division, consolidation orreclassification of ANZ’s share capital (not involving any cash payment or other
distribution (or compensation) to or by Ordinary Shareholders) (aReorganisation), in calculating the VWAP for that VWAP Period the daily VWAP
applicable on each day in the relevant VWAP Period which falls before the dateon which trading in Ordinary Shares is conducted on a post Reorganisation basis
shall be adjusted by multiplying such VWAP by the following formula:A
B
where:
A means the aggregate number of Ordinary Shares immediately before theReorganisation; andB means the aggregate number of Ordinary Shares immediately after the
Reorganisation.

6.4

ADJUSTMENTS TO ISSUE DATE VWAPFor the purposes of determining the Issue Date VWAP, adjustments to VWAP
will be made in accordance with clause 6.2 and clause 6.3 during the VWAP
Period for the Issue Date VWAP. On and from the Issue Date, adjustments to theIssue Date VWAP:© King & Wood Mallesons
59502097_157618186_2(a)may be made in accordance with clauses 6.5 to 6.7 (inclusive); and(b)

if so made, will correspondingly affect the application of the Mandatory
Conversion Conditions, the Optional Conversion Restrictions, and cause
an adjustment to the Maximum Conversion Number.

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14

6.5

ADJUSTMENTS TO ISSUE DATE VWAP FOR BONUS ISSUES(a)

Subject to clause 6.5(b) below, if TopCoANZ makes a pro rata bonus
issue of Ordinary Shares to holders of Ordinary Shares generally, theIssue Date VWAP will be adjusted immediately in accordance with thef ollowing formula:V

RD
RD + RN= V0 xwhere:
V means the Issue Date VWAP applying immediately after theapplication of this formula;
V₀ means the Issue Date VWAP applying immediately prior to theapplication of this formula;
RN means the number of Ordinary Shares issued pursuant to the bonus
issue; andRD means the number of Ordinary Shares on issue immediately prior to
the allotment of new Ordinary Shares pursuant to the bonus issue.

6.6

(b)

Clause 6.5(a) does not apply to Ordinary Shares issued as part of abonus share plan, employee or executive share plan, executive option
plan, share top up plan, share purchase plan or a dividend reinvestment
plan.

(c)

For the purpose of clause 6.5(a), an issue will be regarded as a pro rata
issue notwithstanding that TopCoANZ does not make offers to some or
all holders of Ordinary Shares with registered addresses outside
Australia, provided that in so doing TopCoANZ is not in contravention of
the ASX Listing Rules.

(d)

No adjustments to the Issue Date VWAP will be made under this clause
6.5 f or any offer of Ordinary Shares not covered by clause 6.5(a),including a rights issue or other essentially pro rata issue.

(e)

The f act that no adjustment is made for an issue of Ordinary Shares
except as covered by clause 6.5(a) shall not in any way restrict
TopCoANZ from issuing Ordinary Shares at any time on such terms as itsees f it nor require any consent or concurrence of any Holders.

ADJUSTMENT TO ISSUE DATE VWAP FOR DIVISIONS AND SIMILAR
TRANSACTIONS(a)

If at any time after the Issue Date, a Reorganisation occurs, ANZ shalladjust the Issue Date VWAP by multiplying the Issue Date VWAP
applicable on the Business Day immediately before the date of any such
Reorganisation by the following formula:A
B
where:
A means the aggregate number of Ordinary Shares immediately before
the Reorganisation; and© King & Wood Mallesons
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15

B means the aggregate number of Ordinary Shares immediately after
the Reorganisation.
(b)

6.7

Each Holder acknowledges that TopCoANZ may consolidate, divide orreclassify securities so that there is a lesser or greater number ofOrdinary Shares at any time in its absolute discretion without any suchaction requiring any consent or concurrence of any Holders.

NO ADJUSTMENT TO ISSUE DATE VWAP IN CERTAIN
CIRCUMSTANCES
Despite the provisions of clauses 6.5 and 6.6, no adjustment shall be made to
the Issue Date VWAP where such adjustment (rounded if applicable) would beless than one percent of the Issue Date VWAP then in effect.

6.8

ANNOUNCEMENT OF ADJUSTMENT TO VWAP OR ISSUE DATEVWAPANZ will notify Holders (an Adjustment Notice) of any adjustment to the VWAP
or the Issue Date VWAP under this clause 6 within 10 Business Days of ANZ
determining the adjustment and the adjustment set out in the announcement will
be f inal and binding on all Holders and these Note Terms will be construed
accordingly.

6.9

ORDINARY SHARES
Each Ordinary Share issued upon Conversion ranks pari passu with all other fully
paid Ordinary Shares.

6.10

FOREIGN HOLDERS
Where Notes held by a Foreign Holder are to be Converted, unless ANZ issatisfied that the laws of the Foreign Holder’s country of residence permit theissue of Ordinary Shares to the Foreign Holder (but as to which ANZ is not boundto enquire), either unconditionally or after compliance with conditions which ANZ
in its absolute discretion regards as acceptable and not unduly onerous, theOrdinary Shares which the Foreign Holder is obliged to accept will be issued to anominee (which may not be ANZ or a Related Entity of ANZ) who will sell thoseOrdinary Shares and pay a cash amount equal to the Proceeds to the Foreign
Holder.

6.11

FATCA WITHHOLDING ON CONVERSION
Where a FATCA Withholding would be required or permitted to be made in
respect of Ordinary Shares issued on Conversion of Notes, the Ordinary Shares
which the Holder is obliged to accept will be issued, at ANZ’s election, either:(a)to the Holder of the Notes net of FATCA Withholding, and the balance of
the Ordinary Shares (if any) will be issued to a nominee; or(b)entirely to a nominee,

and in each case, the nominee (which may not be ANZ or a Related Entity ofANZ) will sell the Ordinary Shares issued to it, deal with any proceeds of theirdisposal in accordance with FATCA and, where paragraph (b) applies pay a cash
amount equal to the Proceeds net of any FATCA Withholding to the Holder.

6.12

LISTING ORDINARY SHARES ISSUED ON CONVERSION
TopCoANZ shall use all reasonable endeavours to list the Ordinary Sharesissued upon Conversion of the Notes on ASX.

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6.13

WRITE OFF
Notwithstanding clause 9.1(a), if Conversion has not been effected within 5
Business Days after the relevant Trigger Event Conversion Date for any reason(including an Inability Event), each Note which, but for clause 4.9(c) and thisclause 6.13, would be Converted, will be Written Off with effect on and from the
Trigger Event Conversion Date.
In this clause 6.13, Written Off means that, in respect of a Note and a Trigger
Event Conversion Date:

6.14

(a)

the Note will not be Converted on that date and will not be Converted,
Redeemed or Resold under these Note Terms on any subsequent date;
and

(b)

the relevant Holders’ rights (including to payment of Distributions andFace Value) in relation to such Note are immediately and irrevocably
terminated and written off.

NO DUTIES ON SALE
For the purposes of clauses 6.10 and 6.11, none of TopCoANZ or the nominee
owes any obligations or duties to Holders in relation to the price at which
Ordinary Shares are sold or has any liability for any loss suffered by a Holder asa result of the sale of Ordinary Shares.

6.15

Transitional provision
For the purposes of clauses 6.2 to 6.6 (inclusive):(a)where any part of a VWAP Period has commenced before the Approved
NOHC Substitution Date, each reference to Ordinary Shares and to
TopCo in clauses 6.2 and 6.3 and the definition of VWAP and VWAP
Period shall be taken to be a ref erence to ANZ Ordinary Shares and
ANZ; and(b)each ref erence in clause 6.5 and 6.6 and the definition of“Reorganisation” to Ordinary Shares and to TopCo shall be read as a
ref erence to ANZ Ordinary Shares and ANZ in respect of any pro rata
bonus issue of shares or Reorganisation occurring before the Approved
NOHC Substitution Date.

7

REDEMPTION MECHANICS

7.1

REDEMPTION MECHANICS TO APPLY TO REDEMPTION
If , subject to APRA’s prior written approval and compliance with the conditions inclause 5.2(c), ANZ elects to Redeem Notes in accordance with these Note
Terms, the provisions of this clause 7 apply to that Redemption.
Holders should not expect that APRA’s approval will be given for any Exchange
of Notes under the Note Terms.

7.2

REDEMPTION
Notes will be Redeemed by payment on the Exchange Date of the Face Value tothe Holder.

7.3

EFFECT OF REDEMPTION ON HOLDERS
On the Exchange Date the only right Holders will have in respect of Notes will beto obtain the Face Value payable in accordance with these Note Terms. Upon

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17

the Face Value being paid (or taken to be paid in accordance with clause 13.3),
all other rights conferred, or restrictions imposed, by the Notes will no longer
have ef fect.

8

RESALE ON EXCHANGE DATE(a)

If , subject to APRA’s prior written approval, ANZ elects to Resell Notes inaccordance with these Note Terms, the provisions of this clause 8 apply
to that Resale.

(b)

ANZ may appoint one or more Purchasers for the Resale on such terms
as may be agreed between ANZ and the Purchaser (and to the extent
that any such terms may cause the Notes to cease to be Additional Tier
1 Capital, with the prior written approval of APRA) including:as to the conditions of any Resale, the procedures for settlementof such Resale and the circumstances in which the Exchange
Notice specifying Resale as the Exchange Method may beamended, modified, added to or restated;(ii)

as to the substitution of another entity (not being ANZ or a
Related Entity of ANZ) as Purchaser if, for any reason, ANZ is
not satisfied that the Purchaser will perform its obligations under
this clause 8; and(iii)

as to the terms (if any) on which any Notes acquired by a
Purchaser may be redeemed, converted or otherwise dealt with.

(c)

If ANZ appoints more than one Purchaser in respect of a Resale, all or
any of the Notes held by a Holder which are being Resold may bepurchased by any one or any combination of the Purchasers, as
determined by ANZ.

(d)

ANZ may not appoint itself or any Related Entity of ANZ as a Purchaser.

(e)

If ANZ issues an Exchange Notice specifying Resale as the Exchange
Method:(f )© King & Wood Mallesons
59502097_157618186_2(i)

CN6 Note Terms(i)each Holder is taken irrevocably to offer to sell the relevant
number of their Notes to the Purchaser on the Exchange Datef or a cash amount per Note equal to the Face Value;(ii)

subject to payment by the Purchaser of the Face Value to
Holders, all right, title and interest in the relevant number ofNotes will be transferred from the Holders to the Purchaser on
the Exchange Date; and(iii)

if the Purchaser does not pay the Face Value to the relevant
Holders on the Exchange Date, the Exchange Notice specifying
Resale as the Exchange Method will be void as it relates to that
Purchaser, the relevant number of Notes will not be transferredto the Purchaser, those Notes are not Resold on that date and a
Holder has no claim on ANZ as a result of that non-payment.

Clause 13 will apply to payments by the Purchaser as if the Purchaser
was ANZ. If any payment to a particular Holder is not made or treated as
made on the Exchange Date because of any error by or on behalf of thePurchaser, the relevant Notes of that Holder will not be transferred until
payment is made but the transfer of all other relevant Notes will not be
af f ected by the failure.

18

9

GENERAL RIGHTS IN RESPECT OF NOTES

9.1

RANKING IN A WINDING-UP(a)

If an order is made by a court of competent jurisdiction in Australia (otherthan an order successfully appealed or permanently stayed within 30days), or an effective resolution passed, for the winding-up of ANZ inAustralia, the Notes are redeemable for the Face Value in accordancewith this clause 9.1.

(b)

In a winding-up of ANZ in Australia, a Note confers upon the Holder,subject to clauses 4.8 and 6.13, the right to payment in cash of the Face
Value on a subordinated basis in accordance with clause 9.1(c), but nof urther or other claim on ANZ in the winding-up of ANZ in Australia,
including with respect to any unpaid Distribution.

(c)

Holders will rank for payment of the Face Value in a winding-up of ANZ
in Australia:(i)in priority to ANZ Ordinary Shares;(ii)

equally among themselves and with all Equal Ranking
Instruments with respect to priority of payment in a winding-up;
and

(iii)

junior to the claims of all Senior Creditors with respect to priorityof payment in a winding-up in that:(A)

all claims of Senior Creditors must be paid in full(including in respect of any entitlement to interest under
section 563B of the Corporations Act) before the claimsof the Holders are paid; and(B)

until the Senior Creditors have been paid in full, theHolders must not claim in the winding-up of ANZ incompetition with the Senior Creditors so as to diminish
any distribution, dividend or payment which, but for thatclaim, the Senior Creditors would have been entitled toreceive,so that the Holder receives, for each Note it holds, an amountequal to the amount it would have received if, in the winding-up
of ANZ, it had held an issued and fully paid Preference Share.

9.2

NO CHARGE
Nothing in clause 9.1 or clause 9.3 shall be taken to:

9.3

(a)

create a charge or security interest on or over any right of the Holder; or(b)require the consent of any Senior Creditor to any amendment of these
Note Terms made in accordance with clause 14.

AGREEMENTS OF HOLDERS AS TO SUBORDINATION
Each Holder irrevocably agrees:© King & Wood Mallesons
59502097_157618186_2(a)that clause 9.1 is a debt subordination for the purposes of section 563C
of the Corporations Act;(b)that it does not have, and waives to the maximum extent permitted bylaw, any entitlement to interest under section 563B of the Corporations

CN6 Note Terms

19

Act to the extent that a holder of a Preference Share would not be
entitled to such interest;
(c)

9.4

not to exercise any voting or other rights as a creditor in the winding-up
of ANZ in any jurisdiction:(i)

until af ter all Senior Creditors have been paid in full; or(ii)otherwise in a manner inconsistent with the subordination
contemplated by clause 9.1;(d)that it must pay or deliver to the liquidator any amount or asset receivedon account of its claim in the winding-up of ANZ in respect of a Note inexcess of its entitlement under clause 9.1; and(e)that the debt subordination effected by clause 9.1 is not affected by any
act or omission of ANZ or a Senior Creditor which might otherwise affectit at law or in equity.

CALCULATIONS AND ROUNDING OF PAYMENTS
Unless otherwise specified in these Note Terms:

9.5

(a)

all calculations of amounts payable in respect of a Note will be rounded
to f our decimal places; and(b)f or the purposes of making payment to a Holder in respect of theHolder’s aggregate holding of Notes, any fraction of a cent will be
disregarded.

NO SET-OFF OR OFFSETTING RIGHTSA Holder:

9.6

(a)

may not exercise any right of set-off against ANZ in respect of any claim
by ANZ against that Holder; and(b)will have no offsetting rights or claims on ANZ if ANZ does not pay aDistribution when scheduled under the Note Terms. ANZ may not
exercise any right of set-off against a Holder in respect of any claim bythat Holder against ANZ.

NO SECURITY
Notes are unsecured.

9.7

SHORTFALL ON WINDING-UP
If , upon a return of capital on a winding-up of ANZ, there are insufficient funds to
pay in f ull the Face Value and the amounts payable in respect of any other
instruments in ANZ ranking equally with Notes on a winding-up of ANZ, Holders
and the holders of any such other instruments will share in any distribution ofassets of ANZ in proportion to the amounts to which they are entitledrespectively.

9.8

NO OTHER CLAIM
Notes do not confer on the Holders any claim on ANZ in a winding-up beyond
payment of the Face Value.

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9.9

9.10

POWER OF ATTORNEY(a)Each Holder appoints each of ANZ, TopCo, their respective its officers
and any External Administrator of ANZ or TopCo (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 otherthing as may in the Attorney’s opinion be necessary or desirable to bedone in order for the Holder to observe or perform the Holder’sobligations under these Note Terms including, but not limited to, effecting
any transf er or Conversion of Notes, making any entry in the Register or
exercising any voting power in relation to any consent or approvalrequired f or Conversion, Redemption or Resale or in respect of an
Approved NOHC Event or the transfer of Notes to an Approved NOHC
as contemplated by clause 14.2.

(b)

The power of attorney given in this clause 9.9 is given for valuable
consideration and to secure the performance by the Holder of theHolder’s obligations under these Note Terms and is irrevocable.

HOLDER ACKNOWLEDGMENTS
Each Holder irrevocably:(a)upon Conversion of a Note in accordance with clause 6, consents tobecoming a member of TopCoANZ and agrees to be bound by theConstitution, in each case in respect of the Ordinary Shares issued on
Conversion (or, where an Approved NOHC Substitution Notice has been
given, consents to becoming a member of that Approved NOHC andagrees to be bound by its constitution);(b)acknowledges and agrees that an Approved NOHC may be substituted
f or TopCoANZ as issuerprovider of ordinary shares on Conversion andthat if such a substitution is effected on the terms provided by theamendment in accordance with clause 14.2, the Holder is obliged toaccept ordinary shares in that Approved NOHC on a Conversion, andwill not receive Ordinary Shares;(c)acknowledges and agrees that any amendment made in accordancewith clause 14.2 to effect the substitution of an Approved NOHC as theissuer of ordinary shares on Conversion does not require the consent of
Holders;(d)acknowledges and agrees that it is obliged to accept ordinary shares
upon a Conversion notwithstanding anything that might otherwise affecta Conversion of Notes including:(e)© King & Wood Mallesons
59502097_157618186_2

CN6 Note Terms(i)any change in the f inancial position of ANZ, TopCo, the ANZGroup or any Approved NOHC since the Issue Date;(ii)

any disruption to the market or potential market for the ordinary
shares or to capital markets generally;(iii)

Any breach by ANZ, TopCo or any Approved NOHC of any
obligation in connection with Notes; and(iv)

any dispute as to the calculation of the Common Equity Capital
Ratio or the occurrence of a Non-Viability Trigger Event;acknowledges and agrees that:21© King & Wood Mallesons
59502097_157618186_2

where clause 4.8 applies, there are no other conditions toConversion occurring as and when provided in clauses 4.5 to
4.9 (inclusive);(ii)

the only conditions to a Mandatory Conversion are the
Mandatory Conversion Conditions;(iii)

the only conditions to a Conversion pursuant to clause 4.10 oron account of an Exchange under clause 5 are the conditions
expressly applicable to such Conversion as provided in clauses
4.10 and 5 of these Note Terms and no other conditions or
events will affect Conversion; and(iv)

the Holder should not expect that APRA’s approval will be given
f or any Exchange of Notes under the Note Terms;(f )agrees to provide to ANZ and TopCo any information necessary to giveef f ect to a Conversion and, if applicable, to surrender any certificate
relating to the Notes on the occurrence of the Conversion;(g)

acknowledges and agrees that a Holder has no right to request an
Exchange; and(h)acknowledges it has no remedies on account of a f ailure by ANZ ,TopCo or any other member of the ANZ Group:(h)(i)

9.11

(i)

(i)

to make any payment in respect of a Conversion;(ii)

to issue Ordinary Shares in accordance with clause 6 other than(and subject always to clause 4.9) to seek specific performanceof TopCo’sthe obligation to issue the Ordinary Shares, or.

(iii)

to perform any of the Related Conversion Steps; andacknowledges and agrees that if, in respect of a Conversion, TopCo has
issued the Conversion Number of Ordinary Shares to the Holder but theNote has not been transferred free from Encumbrance to TopCo, theNote shall be Written Off in accordance with clause 6.13 without
prejudice to the issue of the Ordinary Shares.

NO OTHER RIGHTS(a)

Notes do not confer any claim on ANZ, TopCo or any other member ofthe ANZ Group except as set out in these Note Terms.

(b)Notes do not confer on Holders any right to subscribe for new securities
in ANZ, TopCo or any other member of the ANZ Group (other than on a
Conversion) or to participate in any bonus issues of securities of ANZ,
TopCo or any other member of the ANZ Group.

(c)

Nothing in these Note Terms prevents ANZ or TopCo from:

CN6 Note Terms(i)issuing securities of any kind (whether ranking equally with, inpriority to or junior to or having different rights from the Notes);(ii)

except as provided in clause 3.7, redeeming, buying back,converting, returning capital on or converting any securities,
other than the Notes; or(iii)

the incurring or guaranteeing by ANZ, TopCo or any othermember of the ANZ Group of any indebtedness upon suchterms as ANZ, TopCo or any other member of the ANZ Group
thinks f it in its sole discretion.

22

9.12

CHESS
The Notes will be entered in and dealt with in CHESS. While the Notes remain in
CHESS:(a)the rights and obligations of a person holding Notes; and(b)

all dealings (including transfers and payments) in relation to the Notes
within CHESS,

will be subject to and governed by the ASX Settlement Operating Rules (butwithout affecting any provisions in these Note Terms which may affect theeligibility of the Notes as Additional Tier 1 Capital).
No certif icates will be issued to Holders unless ANZ determines that certificatesshould be available or are required by law.

9.13

INDEPENDENT OBLIGATIONSEach entry in the Register constitutes a separate and individual
acknowledgement to the relevant Holder of the indebtedness to, and obligationsof , ANZ and TopCo to the relevant Holder. The Holder to whom those obligations
are owed is entitled to enforce them without having to join any other Holder or
any predecessor in title of a Holder.

10

VOTING AND OTHER RIGHTS

10.1

MEETINGS
Meetings of Holders may be held in accordance with the Meeting Provisions. A
meeting may consider any matter affecting the interests of Holders, including any
amendment to these Note Terms proposed by ANZ in accordance with clause
14.

10.2

NO VOTING
Notes do not confer on Holders a right to vote at any meeting of members of
ANZ, TopCo or any other member of the ANZ Group.

10.3

NO RIGHT TO APPLY FOR THE WINDING-UP OF ANZEach Holder acknowledges and agrees that a Holder has no right to apply for
ANZ, TopCo or any other member of the ANZ Group to be wound up, or placedin administration, or to cause a receiver, or a receiver and manager, to beappointed in respect of ANZ, TopCo or any other member of the ANZ Group in
any jurisdiction merely on the grounds that ANZ does not pay a Distribution whenscheduled in respect of Notes.

10.4

NO EVENTS OF DEFAULT
Each Holder acknowledges and agrees that these Note Terms contain no eventsof default. Accordingly (but without limitation) failure to pay in full, for any reason,a Distribution on the scheduled Distribution Payment Date will not constitute an
event of default.

11

APPROVED NOHC EVENTS AND SUBSTITUTION

11.1

ANZ MAY GIVE APPROVED NOHC SUBSTITUTION NOTICE
If :
(a)

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an Approved NOHC Event is proposed to occur; and

23

(b)

the Approved NOHC agrees for the benefit of Holders:(i)to deliver Approved NOHC Ordinary Shares under all
circumstances when TopCoANZ would have otherwise been
obliged to deliver Ordinary Shares on a Conversion, subject tothe same terms and conditions as set out in these Note Terms
as amended by this clause 11; and(ii)

to use all reasonable endeavours and furnish all such
documents, information and undertakings as may be reasonably
necessary in order to procure quotation of all Approved NOHC
Ordinary Shares issued under these Note Terms (with allnecessary modifications) on the securities exchanges on which
the other Approved NOHC Ordinary Shares are quoted at thetime of a Conversion,

ANZ may give a notice (an Approved NOHC Substitution Notice) to Holders(which, if given, must be given as soon as practicable before the Approved
NOHC Event and in any event no later than 10 Business Days before theApproved NOHC Event occurs) specifying the amendments to these Note Terms
which will be made in accordance with clause 14.2 to effect the substitution of an
Approved NOHC as the issuer of ordinary shares on Conversion (the Approved
NOHC Substitution Terms).
An Approved NOHC Substitution Notice, once given, is irrevocable.

11.2

CONSEQUENCES OF APPROVED NOHC SUBSTITUTION NOTICE
If ANZ gives an Approved NOHC Substitution Notice to Holders in accordancewith clause 11.1, the Approved NOHC Substitution Terms will have effect on andf rom the date specified in the Approved NOHC Substitution Notice.

11.3

NO OBLIGATION TO SUBSTITUTEA Holder has no right to require ANZ to give an Approved NOHC Substitution
Notice.

12

NOTICES

12.1

NOTICES TO HOLDERS
All notices, certificates, consents, approvals, waivers and other communications
in connection with a Note to the Holders must be in writing and may be:© King & Wood Mallesons
59502097_157618186_2(a)sent by prepaid post (airmail if appropriate) or left at the address of therelevant Holder (as shown in the Register at the close of business on the
day which is 3 Business Days before the date of the relevant notice orcommunication) or sent by email to the email address (if any) nominatedby that person;(b)given by an advertisement published in the Australian Financial Review
or The Australian; or(c)in the case of a Non-Conversion Notice, a Deferred Conversion Notice, a
Def erred Change of Control Conversion Notice, an Exchange Notice, aChange of Control Conversion Notice, a Trigger Event Notice, anAdjustment Notice, an Approved NOHC Substitution Notice and an ANZ
Details Notice, given to Holders by ANZ publishing the notice on its
website and announcing the publication of the notice to ASX.

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12.2

NON-RECEIPT OF NOTICES BY HOLDERS
The non-receipt of a notice by a Holder or an accidental omission to give notice
to a Holder will not invalidate the giving of that notice either in respect of that
Holder or generally.

12.3

NOTICES TO ANZAll notices or other communications by a Holder to ANZ in respect of these Note
Terms must be:(a)in legible writing or typing and in English;(b)

addressed as shown below

Attention:

Company Secretary
Australia and New Zealand Banking Group Limited

Address:

ANZ Centre Melbourne
Level 9, 833 Collins Street
Docklands 3008 Victoria Australia
Email address: cosec@anz.com

or to such other address or email address as ANZ notifies to Holders as its
address or email address (as the case may be) for notices or othercommunications in respect of these Note Terms from time to time (an ANZ
Details Notice);

12.4

(c)

signed by the person making the communication or by a person duly
authorised by that person; and(d)delivered or posted by prepaid post to the address, or sent by email tothe email address, specified in clause 12.3(b).

RECEIPT
A notice or other communication will be taken to be received:(a)© King & Wood Mallesons
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if sent by email, the earlier of:(i)the time when the sender receives confirmation of receipt fromthe intended recipient or an automated message confirming
delivery; and(ii)

f our hours after the time sent (as recorded on the device fromwhich the sender sent the email) (or, if sent on a day that is not
a Business Day or after 5:00pm (Melbourne time), 9:00am(Melbourne time) on the next Business Day) unless the sender
receives an automated message that the email has not beendelivered;(b)

if sent by post, six Business Days after posting if posted to an address inAustralia and 10 Business Days after posting if posted to an address
outside of Australia;(c)

if published by an announcement on ASX, when the announcement ismade on ASX; and(d)if published in a newspaper, on the first date that publication has been
made in the chosen newspaper.

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13

PAYMENTS

13.1

PAYMENTS TO HOLDERS ON THE RECORD DATEDistributions are only payable on a Distribution Payment Date to those persons
registered as Holders on the Record Date for that Distribution payment.

13.2

MANNER OF PAYMENT TO HOLDERS
Payments will be made by ANZ in its absolute discretion by:(a)crediting on the relevant payment date the amount due to an Australian
dollar bank account maintained in Australia with a financial institution(excluding credit card accounts), notified by the Holder to the Registry byclose of business on the Record Date in respect of that payment; or(b)

at ANZ’s option if no such account is notified, by sending a chequethrough the post at the Holder’s risk directed to:(i)the address of the Holder (or in the case of a jointly held Note,the address of the joint Holder named first in the Register); or(ii)

to any other address the Holder (or in the case of a jointly held
Note, all the joint Holders) directs in writing.

A cheque sent through the post on or before the date for payment is taken tohave been received on the payment date.

13.3

UNCOMPLETED PAYMENTS
If :
(a)

a Holder has not notified the Registry of an Australian dollar bankaccount maintained with a financial institution (excluding credit card
accounts) to which payments in respect of the Notes may be credited; or(b)the transf er of any amount for payment to the credit of the nominatedaccount does not complete for any reason, the amount of theuncompleted payment will be held in a special purpose accountmaintained by ANZ or the Registry until:(i)the Holder nominates a suitable Australian dollar accountmaintained in Australia with a f inancial institution to which thepayment may be credited or ANZ elects to pay the amount bycheque;(ii)

ANZ determines as permitted by clause 13.4 to refuse any claim
in respect of that amount in which case ANZ may treat thatamount as its own; or(iii)

ANZ is entitled or obliged to deal with the amount in accordancewith the law relating to unclaimed moneys.

Where this clause 13.3 applies the amount payable in respect of the Notes shallbe treated as having been paid on the date scheduled for payment. A Holder is
not entitled to any interest in respect of the account in which uncompleted
payments are held or in respect of any delay in payment.

13.4

TIME LIMIT ON CLAIMSANZ 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© King & Wood Mallesons
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26

the case of Distributions and other amounts) from the date on which paymentf irst became due.

13.5

DETERMINATION AND CALCULATION FINAL
Except where there is fraud or a manifest error, any determination or calculation
which ANZ makes in accordance with these Note Terms is final and binds ANZ,
the Registry and each Holder.

13.6

PAYMENT TO JOINT HOLDERS
A payment to any one of joint Holders will discharge ANZ’s liability in respect ofthat payment.

13.7

PAYMENT ON BUSINESS DAYS
If a payment is to be made to an account on a Business Day on which banks are
not open for business in the place the account is located, payment will be madeon the next day on which banks are open for business in that place, and no
additional interest is payable in respect of that delay in payment. Nothing in thisclause applies to any payment referred to in clause 6.1(b)(ii)6.1(a)(ii).

13.8

NO INTEREST ACCRUES
No interest accrues on any unpaid amount in respect of any Note.

13.9

PAYMENTS SUBJECT TO LAW
All payments are subject to applicable law.

13.10 TAXATION DEDUCTIONS AND WITHHOLDINGSANZ, TopCo or the Purchaser, as applicable, may make any deduction orwithholding from any amount payable in respect of the Notes (or upon or withrespect to the issue of any Ordinary Shares upon a Conversion), as required bylaw or any agreement with a governmental authority. If any such deduction orwithholding has been paid to the relevant governmental authority and thebalance paid (or, in the case of a Conversion, Ordinary Shares issued) to therelevant Holder, then the full amount payable (or, in the case of a Conversion,
the Conversion Number of Ordinary Shares) to such Holder shall be deemed tohave been duly paid and satisfied (or, in the case of a Conversion, issued) by
ANZ, TopCo or the Purchaser, as applicable.
If any withholding or deduction arises, ANZ, TopCo or the Purchaser, as
applicable, will not be required to pay any further amounts or issue any further
Ordinary Shares on account of such withholding or deduction or otherwise
reimburse or compensate, or make any payment to, a Holder or a beneficial
owner of Notes for or in respect of any such withholding or deduction.

13.11 FATCA
Without limiting clause 13.10, ANZ, TopCo or the Purchaser, as applicable, may
withhold or make deductions from payments or from the issue of Ordinary Sharesto a Holder where it is required to do so under or in connection with FATCA, or
where it has reasonable grounds to suspect that the Holder or a beneficial ownerof Notes may be subject to FATCA, and may deal with such payment and any
Ordinary Shares in accordance with FATCA. If any withholding or deduction
arises under or in connection with FATCA, neither ANZ nor TopCo will not be
required to pay any further amounts or issue any further Ordinary Shares on
account of such withholding or deduction or otherwise reimburse or compensate,or make any payment to, a Holder or a beneficial owner of Notes for or in respectof any such withholding or deduction.

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27

ANZ or TopCo, in each case, in its absolute discretion, may require information
f rom a Holder to be provided to any relevant authority, to determine theapplicability of any withholding under or in connection with FATCA.

13.12 TAX FILE NUMBER
Without limiting clause 13.10, ANZ will, if required, withhold an amount frompayments of Distributions on the Notes at the highest marginal tax rate plus thehighest Medicare levy if a Holder has not supplied an appropriate tax file number,
Australian business number or exemption details.

14

AMENDMENT OF THESE NOTE TERMS

14.1

AMENDMENT WITHOUT CONSENT
Subject to complying with all applicable laws and clause 14.4, ANZ may amendthese Note Terms without the authority, assent or approval of Holders where theamendment in the reasonable opinion of ANZ:

14.2

(a)

is made to correct a manifest error;(b)

is of a formal, minor or technical nature;(c)is necessary to comply with any law, the provisions of any statute or therequirements of any statutory authority;(d)is made in accordance with ANZ’s adjustment rights in clause 6;(e)is expedient for the purpose of enabling the Notes to be listed or toremain listed on a securities exchange (including, without limitation, in
connection with any change in the principal securities exchange on
which Ordinary Shares are listed) or lodged in a clearing system or toremain lodged in a clearing system or to be offered for sale or for
subscription under the laws for the time being in force in any place;(f )amends any date or time period stated, required or permitted inconnection with any Mandatory Conversion or Exchange in a mannernecessary to facilitate the Mandatory Conversion or Exchange; or(g)in any other case, will not materially adversely affect the rights of Holders
as a whole.

AMENDMENT WITHOUT CONSENT FOR SUBSTITUTION OF AN
APPROVED NOHC
Subject to complying with all applicable laws and clause 14.4, if thecircumstances described in clauses 11.1(a) and 11.1(b) apply, without theauthority, assent or approval of Holders, ANZ may give an Approved NOHC
Substitution Notice which:(a)© King & Wood Mallesons
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CN6 Note Terms

amends the definition of “Conversion” in clause 6 such that, unless
APRA otherwise agrees, on the date Notes are to be Converted:(i)each Note that is being Converted will be automaticallytransf erred by each Holder free from Encumbrance to theApproved NOHC on the date the Conversion is to occur;(ii)

each Holder (or nominee where clause 6.10 applies) will be
issued a number of Approved NOHC Ordinary Shares equal to
the Conversion Number; and28

(iii)(b)

14.3

as between ANZ and the Approved NOHC each Note held by
the Approved NOHC as a result of the transfer will be
automatically Converted into ANZ Ordinary Shares in a number
such that the total number of ANZ Ordinary Shares held by theApproved NOHC increases by the number which equals thenumber of Approved NOHC Ordinary Shares issued by theApproved NOHC to Holders on Conversion; andmakes such other amendments as in ANZ’s reasonable opinion arenecessary and appropriate to effect the substitution of an Appro ved
NOHC as the provider of the ordinary shares on Conversion in themanner contemplated by these Note Terms and consistent with therequirements of APRA in relation to Additional Tier 1 Capital, including
without limitation:(i)amendments and additions to the definition of “ANZ Group”,“Franking Rate”, “Ordinary Shares”, “Regulatory Event” and “TaxEvent”;(ii)

amendments to the mechanics for adjusting the Conversion
Number; and(iii)

any term defining the rights of Holders if the Conversion is not
ef f ected which is appropriate for the Notes to remain as Tier 1
Capital.

AMENDMENT WITH CONSENT
Without limiting clause 14.1 or clause 14.2, but subject to clause 14.4, ANZ may
amend these Note Terms if the amendment has been approved by a Special
Resolution.

14.4

APRA APPROVALNo amendment to these 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. This applies
regardless of whether such amendment would require Holder approval.

14.5

MEANINGS
In this clause 14, amend includes modify, cancel, alter or add to, and amendment
has a corresponding meaning.

15

QUOTATION ON ASX
ANZ must use all reasonable endeavours and furnish all such documents,
inf ormation and undertakings as may be reasonably necessary in order toprocure, at its own expense, quotation of the Notes on ASX.

16

GOVERNING LAW AND JURISDICTION

16.1

GOVERNING LAW
The Notes and these Note Terms are governed by and shall be construed inaccordance with the laws in force in the State of Victoria, Australia.

16.2

JURISDICTION
ANZ and TopCohas irrevocably agreed for the benefit of the Holders that the
courts of Victoria, Australia are to have non-exclusive jurisdiction to settle any
disputes which may arise out of or in connection with the Notes and accordingly
has submitted to the non-exclusive jurisdiction of the courts of Victoria, Australia.

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ANZ and TopCo waives any objection to the courts of Victoria, Australia on the
grounds that they are an inconvenient or inappropriate forum.

16.3© King & Wood Mallesons
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SERVICE OF PROCESS(a)

ANZ agrees that process in connection with any proceedings in Victoria,
Australia may be served at the principal office of ANZ, which, as at theIssue Date is located at ANZ Centre Melbourne, Level 9, 833 Collins
Street, Docklands 3008 Victoria, Australia.

(b)

TopCo agrees that process in connection with any proceedings inVictoria, Australia may be served at the principal office of TopCo, which,as at the Issue Date is located at ANZ Centre Melbourne, Level 9, 833
Collins Street, Docklands 3008 Victoria, Australia.

(a)(c)

Nothing in these Note Terms affects the right to serve process in any
other manner permitted by law.

17

INTERPRETATION AND DEFINITIONS

17.1

INTERPRETATION(a)

Unless otherwise specified, a ref erence to a clause is a reference to aclause of these Note Terms.

(b)

If a calculation is required under these Note Terms, unless the contrary
intention is expressed, the calculation will be rounded to four decimal
places.

(c)

Any provisions which refer to the requirements of APRA or any otherprudential regulatory requirements will apply to ANZ or TopCo only if
ANZ or TopCo (as the case may be) is an entity, or the holding companyof an entity, or is a direct or indirect Subsidiary of a NOHC, subject toregulation and supervision by APRA at the relevant time.

(d)

Any provisions which require APRA’s consent or approval will apply only
if APRA requires that such consent or approval be given at the relevant
time.

(e)

Any provisions in these Note Terms requiring the prior approval of APRA
f or a particular course of action to be taken by ANZ do not imply that
APRA has given its consent or approval to the particular action as of theIssue Date.

(f )A ref erence to any term defined by APRA (including, without limitation,“Common Equity Tier 1 Capital”, “Level 1”, “Level 2”, “Level 3”,“Additional Tier 1 Capital”, “Tier 1 Capital” and “Tier 1 Capital Ratio”)
shall, if that term is replaced or superseded in any of APRA’s applicableprudential regulatory requirements or standards, be taken to be a
ref erence to the replacement or equivalent term.

(g)

The terms takeover bid, relevant interest, scheme of arrangement, andbuy-back and voting shares when used in these Note Terms have themeaning given in the Corporations Act.

(h)

Headings and boldings are f or convenience only and do not affect theinterpretation of these Note Terms.

(i)

The singular includes the plural and vice versa.

CN6 Note Terms

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17.2

(j)

A ref erence to a statute, ordinance, code or other law includes
regulations and other instruments under it and consolidations,amendments, re-enactments or replacements of any of them.

(k)

Other than in relation to a Trigger Event and a Conversion on a Trigger
Event Conversion Date, if an event under these Note Terms must occur
on a stipulated day which is not a Business Day, then the stipulated day
will be taken to be the next Business Day.

(l)

A ref erence to dollars, A$, $ or cents is a ref erence to the lawful currencyof Australia.

(m)

A ref erence to a term defined by the ASX Listing Rules, the ASX
Settlement Operating Rules or the ASX Operating Rules shall, if thatterm is replaced in those rules, be taken to be a reference to thereplacement term.

(n)

If the principal securities exchange on which Ordinary Shares are listed
becomes other than ASX, unless the context otherwise requires a
ref erence to ASX shall be read as a reference to that principal securities
exchange and a reference to the ASX Listing Rules, the ASX Settlement
Operating Rules, the ASX Operating Rules or any term defined in any
such rules, shall be read as a ref erence to the corresponding rules ofthat exchange or corresponding defined terms in such rules (as the casemay be).

(o)Calculations, elections and determinations made by ANZ or TopCo
under these Note Terms are binding on Holders in the absence of
manif est error.

(p)

So long as the Notes are quoted on ASX and in CHESS, the Note Terms
are to be interpreted in a manner consistent with the ASX Listing Rules
and ASX Settlement Operating Rules except to the extent that aninterpretation consistent with those rules may affect the eligibility of theNotes as Additional Tier 1 Capital.

(q)

A ref erence to Australia includes any political subdivision of, or authority
in, the Commonwealth of Australia.

DEFINITIONS
Additional Tier 1 Capital means the additional tier 1 capital of the ANZ Level 1
Group or the ANZ Level 2 Group (or, if applicable, the ANZ Level 3 Group) as
def ined by APRA from time to time.
Adjustment Notice has the meaning given in clause 6.8.
Alternative Reference Rate has the meaning given in clause 3.1.
ANZ means Australia and New Zealand Banking Group Limited (ABN 11 005
357 522).
ANZ Capital Notes 6 has the meaning given in clause 1.1.
ANZ Capital Notes 6 Deed Poll means the deed poll relating to the Notes madeby ANZ on or about 1 June 2021, as amended and restated on or about 27
October 2022 by the amending deed made by the Issuer and TopCo in favour ofHolders.
ANZ Constitution means the constitution of ANZ as amended from time to time.

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ANZ Details Notice has the meaning given in clause 12.3.
ANZ Directors means some or all of the directors of ANZ acting as a board.
ANZ Group means TopCoANZ and its Controlled Entities.
ANZ Level 1 Group means ANZ and those of its controlled entities included by
APRA f rom time to time in the calculation of ANZ’s capital ratios on a Level 1
basis.
ANZ Level 2 Group means ANZ together with each Related Entity included by
APRA f rom time to time in the calculation of ANZ’s capital ratios on a Level 2
basis.
ANZ Level 3 Group means ANZ together with each Related Entity included by
APRA f rom time to time in the calculation of ANZ’s capital ratios on a Level 3
basis.
ANZ Ordinary Share means a f ully paid ordinary share in the capital of ANZ.
ANZ Ordinary Share Dividend means any interim, final or special dividend
payable in accordance with the Corporations Act and the ANZ Constitution in
relation to ANZ Ordinary Shares.
ANZ Perpetual Subordinated Contingent Convertible Securities means the
6.75% f ixed rate resetting perpetual subordinated contingent convertible
securities issued by ANZ London Branch on 15 June 2016.
ANZ Shares means Ordinary Shares or any other shares in the capital of ANZ.
Approved NOHC means a NOHC arising as a result of an Approved NOHC
Event.
Approved NOHC Event means a NOHC Event in respect of which the proviso to
the def inition of “Change of Control Event” is satisfied.
Approved NOHC Ordinary Share means a f ully paid ordinary share in thecapital of the Approved NOHC.
Approved NOHC Substitution Date means the date on which an Approved
NOHC Substitution Notice takes effect.
Approved NOHC Substitution Notice has the meaning given in clause 11.1.
Approved NOHC Substitution Terms has the meaning given in clause 11.1.
APRA means the Australian Prudential Regulation Authority (ABN 79 635 582
658) or any successor body responsible for prudential regulation of ANZ, the
ANZ Group, TopCo or any NOHC.
ASX means ASX Limited (ABN 98 008 624 691) or the securities market
operated by it, as the context requires, or any successor.
ASX Listing Rules means the listing rules of ASX as amended, varied or waived(whether in respect of ANZ, TopCo or generally) from time to time.
ASX Operating Rules means the market operating rules of ASX as amended,varied or waived (whether in respect of ANZ, TopCo or generally) f rom time totime.

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ASX Settlement Operating Rules means the settlement operating rules of ASX
f rom time to time with any applicable modifications or waivers granted by ASX.
Attorney has the meaning given in clause 9.9.
Banking Act means the Banking Act 1959 (Cth).
BBSW Rate has the meaning given in clause 3.1.
Broker Firm Reinvestment Offer has the meaning given in the Prospectus.
Broker Firm Reinvestment Offer Bookbuild means the process conductedprior to the opening of the Broker Firm Reinvestment Offer whereby certain
investors lodge bids for Notes under the Broker Firm Reinvestment Offer and, on
the basis of those bids, ANZ and the joint lead managers to the Offer determine
the Margin.
Business Day means:(a)a day which is a business day within the meaning of the ASX Listing
Rules; and(b)f or the purposes of determining an Exchange Date (except where the
Exchange is by way of Conversion on account of a Trigger Event), thecalculation or payment of a Distribution or of any other sum, a day on
which banks are open for general business in Melbourne, Victoria.

Buy-Back means a transaction involving the acquisition by ANZ of ANZ its
Ordinary Shares pursuant to an offer made in its discretion in accordance withthe provisions of Chapter 2J of the Corporations Act.
Capital Notes 1 means the convertible notes issued by ANZ in 2013 under aprospectus dated 10 July 2013 (which replaced a prospectus dated 2 July 2013).
Capital Notes 2 means the convertible notes issued by ANZ in 2014 under aprospectus dated 19 February 2014 (which replaced a prospectus dated 11
February 2014).
Capital Notes 3 means the convertible notes issued by ANZ in 2015 under aprospectus dated 5 February 2015 (which replaced a prospectus dated 23
January 2015).
Capital Notes 4 means the convertible notes issued by ANZ in 2016 under aprospectus dated 24 August 2016 (which replaced a prospectus dated 16 August2016).
Capital Notes 5 means the convertible notes issued by ANZ in 2017 under aprospectus dated 24 August 2017 (which replaced a prospectus dated 16 August2017).
Capital Reduction means a reduction in capital initiated by ANZ in its discretionin respect of ANZ its Ordinary Shares in any way permitted by the provisions of
Chapter 2J of the Corporations Act.
Change of Control Conversion Date has the meaning given in clause 4.10(b).
Change of Control Conversion Notice has the meaning given in clause
4.10(a).
Change of Control Event means:© King & Wood Mallesons
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(a)

a takeover bid (as defined in the Corporations Act) is made to acquire allor some of the Ordinary Shares or all or some of the ANZ Ordinary
Shares (as the case may be) and such offer is, or becomes,
unconditional and:(i)the bidder has at any time during the offer period, a relevantinterest in more than 50% of the Ordinary Shares on issue ormore than 50% of the ANZ Ordinary Shares; or(ii)

the Directors or the ANZ Directors (as the case may be), in eachcase, acting as a board, issue a statement that at least amajority of the Directors or the ANZ Directors (as the case maybe) who are eligible to do so have recommended acceptance ofsuch offer (in the absence of a higher offer),

and all regulatory approvals necessary for the acquisition to occur havebeen obtained; or(b)a court orders the holding of meetings to approve a scheme ofarrangement under Part 5.1 of the Corporations Act, which scheme
would result in a person having a relevant interest in more than 50% of
the Ordinary Shares or more than 50% of the ANZ Ordinary Shares thatwill be on issue after the scheme is implemented and:

(c)

(i)

all classes of members of TopCo or ANZ (as the case may be)pass all resolutions required to approve the scheme by the
majorities required under the Corporations Act to approve thescheme;(ii)

an independent expert issues a report that the proposals inconnection with the scheme are in the best interests of theholders of Ordinary Shares or ANZ Ordinary Shares (as thecase may be); and(iii)

all conditions to the implementation of the scheme, including any
necessary regulatory or shareholder approvals (but not including
approval of the scheme by the court) have been satisfied or
waived; or. a person together with its associates (as defined in section 12 of the
Corporations Act):(i)acquires or comes to hold beneficially more than 50% of thevoting shares in the capital of ANZ; or(iii)(ii)enters into an agreement to acquire beneficially more than 50%of the voting shares in the capital of ANZ and the agreement toacquire is, or becomes, unconditional;

Notwithstanding the foregoing, none of the events described above will constitutea Change of Control Event if(iv)(iii) the event would be a NOHC Event and:a.

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the acquirer (or its ultimate holding company) assumes all of
TopCo’sANZ’s obligations to Convert the Notes into Ordinary
Shares by undertaking to convert such Notes into ordinary
shares of the acquirer (or its ultimate holding company) on any
Mandatory Conversion Date, or earlier upon the occurrence of a
Trigger Event or a Change of Control Event, or a Trigger Eventin respect of the acquirer (or its ultimate holding company) (for34

which purposes all references in this clause to TopCoANZ will
be read as a ref erence to the acquirer (or its ultimate holding
company)); andb.

the ordinary shares of the acquirer (or its ultimate holding
company) are listed on ASX; or(v)(iv) in the case of ANZ, the person acquiring the relevant interest in or
acquiring voting shares in ANZ is a wholly owned subsidiary of
TopCo..
CHESS means the Clearing House Electronic Subregister System operated b y
ASX Settlement Pty Limited (ABN 49 008 504 532) or its affiliates, or any systemthat replaces it relevant to the Notes (including in respect of the transfer orConversion of the Notes).
Common Equity Capital Ratio means either of:(a)in respect of the ANZ Level 1 Group, the ratio of Common Equity Tier 1
Capital to risk weighted assets of the ANZ Level 1 Group; and(b)in respect of the ANZ Level 2 Group, the ratio of Common Equity Tier 1
Capital to risk weighted assets of the ANZ Level 2 Group,in each case, as prescribed by APRA from time to time.
Common Equity Capital Trigger Event has the meaning given in clause 4.5.
Common Equity Tier 1 Capital has the meaning given by APRA from time totime.
Constitution means the constitution of TopCoANZ as amended from time totime.
Control has the meaning given in the Corporations Act.
Controlled Entity means, in respect of TopCoANZ, an entity TopCoANZ
Controls.
Conversion means, in relation to a Note, the allotment and issue of Ordinary
Shares and the termination of the Holder’s rights in relation to that Note, in eachcase in accordance with clause 6 and Convert and Converted havecorresponding meanings.
Conversion Number has the meaning given in clause 6.1.
Corporations Act means the Corporations Act 2001 (Cth).
Cum Value has the meaning given in clause 6.2.
Deferred Change of Control Conversion Notice has the meaning given inclause 4.10(d).
Deferred Conversion Date has the meaning given in clause 5.5.
Deferred Conversion Notice has the meaning given in clause 5.5.
Delisting Event means, in respect of a date, that:(a)© King & Wood Mallesons
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Ordinary Shares ceased to be listed or admitted to trading on ASX on or
bef ore that date (and where the cessation occurred before that date,35

Ordinary Shares continue not to be listed or admitted to trading on that
date); or(b)(c)

trading of Ordinary Shares on ASX is suspended for a period ofconsecutive days which includes:(i)

at least f ive consecutive Business Days prior to that date; and(ii)

that date; oran Inability Event subsists.

Determination Date has the meaning given in clause 3.1.
Directors means some or all of the directors of TopCoANZ acting as a board.
Distribution has the meaning given in clause 3.1.
Distribution Payment Date has the meaning given in clause 3.5 whether or not
a Distribution is, or is able to be, paid on that date.
Distribution Period means in respect of:(a)the f irst Distribution Period, the period from (and including) the Issue
Date until (but not including) the first Distribution Payment Date following
the Issue Date; and(b)each subsequent Distribution Period, the period from (and including) the
preceding Distribution Payment Date until (but not including) the next
Distribution Payment Date.

Distribution Rate has the meaning given in clause 3.1.
Encumbrance means any mortgage, pledge, charge, lien, assignment by way of
security, hypothecation, security interest, title retention, preferential right or trust
arrangement, any other security agreement or security arrangement (including
any security interest under the Personal Property Securities Act 2009 (Cth)) andany other arrangement of any kind having the same effect as any of the
f oregoing other than liens arising by operation of law.
Equal Ranking Instruments means, in respect of the return of capital in awinding-up:© King & Wood Mallesons
59502097_157618186_2(a)each pref erence share that ANZ may issue that ranks or is expressed torank equally with the foregoing and the Notes in respect of distributions
or f or the return of capital in a winding-up of ANZ (as the case may be);(b)

Capital Notes 1;(c)Capital Notes 2;(d)Capital Notes 3;(e)Capital Notes 4;(f )Capital Notes 5;(g)

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(h)

any present or future securities or other instruments that rank or are
expressed to rank in respect of the return of capital in a winding-up
equally with those securities and the Notes.

Exchange means the Conversion, Redemption or Resale of the Notes andExchanged has a corresponding meaning.
Exchange Date has the meaning given in clause 5.2(b).
Exchange Method has the meaning given in clause 5.3.
Exchange Notice has the meaning given in clause 5.1.
External Administrator means, in respect of a person:(a)a liquidator, a provisional liquidator, an administrator or a statutory
manager of that person; or(b)a receiver, or a receiver and manager, in respect of all or substantially allof the assets and undertaking of that person, or in either case any similarof ficial.

Face Value means the face value and denomination of the Notes as specified inclause 1.2.
FATCA means:(a)sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986 or any
associated regulations;(b)

any treaty, law or regulation of any other jurisdiction, or relating to anintergovernmental agreement between the U.S. and any otherjurisdiction, which (in either case) facilitates the implementation of any
law or regulation referred to in paragraph (a) above; or(c)any agreement pursuant to the implementation of any treaty, law or
regulation referred to in paragraphs (a) or (b) above with the U.S.
Internal Revenue Service, the U.S. government or any governmental or
taxation authority in any other jurisdiction.

FATCA Withholding means any deduction or withholding imposed or required
pursuant to FATCA.
First Mandatory Conversion Condition has the meaning given in clause 4.3.
First Optional Conversion Restriction has the meaning given in clause 5.4.
First Test Date has the meaning given in clause 4.3.
Foreign Holder means a Holder whose address in the Register is a placeoutside Australia or who ANZ otherwise believes may not be a resident ofAustralia.
Franking Rate (expressed as a decimal) means the franking percentage (within
the meaning of Part 3-6 of the Tax Act or any provisions that revise or replacethat Part) applicable to the franking account of TopCoANZ as at the relevant
Distribution Payment Date.
Holder means a person whose name is registered in the Register as the holder
of a Note.

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Implementation Deed means the deed titled “ANZ Capital Notes 6
Implementation Deed” entered into between, amongst others, TopCo and ANZ
on or about 27 October 2022.
Inability Event means ANZ or TopCo is prevented by applicable law or order ofany court or action of any government authority (including regarding theinsolvency, winding-up or other external administration of ANZ or TopCo) or any
other reason from performing any of their obligations necessary to effect theConverting Conversion of anythe Notes.
Issue Date means the date on which Notes are issued.
Issue Date VWAP means the VWAP during the period of 20 Business Days on
which trading in ANZ Ordinary Shares took place immediately preceding (but notincluding) the first date on which any Notes were issued, as adjusted inaccordance with clauses 6.5 to 6.7 (inclusive).
Level 1, Level 2 and Level 3 means those terms as defined by APRA from time
to time.
Mandatory Conversion means the mandatory conversion under clause 4 of theNotes to Ordinary Shares on the Mandatory Conversion Date.
Mandatory Conversion Condition has the meaning given in clause 4.3.
Mandatory Conversion Date has the meaning given in clause 4.2.
Margin has the meaning given in clause 3.1.
Maximum Conversion Number has the meaning given in clause 6.1(b)6.1(a).
Meeting Provisions means the provisions for the convening of meetings of, andpassing of resolutions by, Holders set out in schedule 2 of the ANZ Capital Notes
6 Deed Poll.
NOHC means the ultimate holding company of ANZ after a NOHC Event whichmust be a “non-operating holding company” within the meaning of the Banking
Act.
NOHC Event means an event which:(a)is initiated by the Directors, acting as a board; and(b)would otherwise be a Change of Control Event,but the result of which would be that the person who would be the ultimate
holding company of ANZ would be a NOHC.
Non-Conversion Notice has the meaning given in clause 4.4.
Non-Conversion Test Date has the meaning given in clause 5.4.
Non-marketable Parcel has the meaning given in the Constitution.
Non-Viability Trigger Event has the meaning given in clause 4.6.
Note has the meaning given in clause 1.1.
Note Terms means these terms of issue of Notes.
Notification Date has the meaning given in the Meeting Provisions.
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Offer means the invitation under the Prospectus made by ANZ for persons to
subscribe for Notes.
Optional Conversion Restrictions has the meaning given in clause 5.4.
Optional Exchange Date means the Distribution Payment Date falling on 20
March 2028, 20 June 2028 or 20 September 2028.
Ordinary Share means a f ully paid ordinary share in the capital of TopCoANZ.
Ordinary Shareholder means a person whose name is registered as the holder
of an Ordinary Share.
Ordinary Share Dividend means any interim, final or special dividend payable inaccordance with the Corporations Act and the Constitution of ANZ in relation to
Ordinary Shares.
Outstanding Notes has the meaning given in the Meeting Provisions.
Payment Condition means, with respect to a Distribution payment on the Notes
on a Distribution Payment Date:(a)making the Distribution payment on the Notes on the payment datewould result in ANZ (on a Level 1 basis) or of the ANZ Group (on a Level
2 basis or, if applicable, Level 3 basis) not complying with APRA’s thencurrent capital adequacy requirements;(b)making the Distribution payment would result in ANZ becoming, or being
likely to become, insolvent for the purposes of the Corporations Act; or(c)

APRA objecting to the Distribution payment on the Notes on the payment
date.

Preference Share means a notional preference share in the capital of ANZ
conf erring a claim in the winding-up of ANZ equal to the Face Value and ranking
equally in respect of return of capital in a winding-up senior to ANZ Ordinary
Shares and equally with each of the securities which is an Equal Ranking
Instrument.
Proceeds means the net proceeds of a sale of Ordinary Shares actually received
by the nominee calculated after deduction of any applicable brokerage, stamp
duty and other taxes and charges, including the nominee’s reasonable out of
pocket costs, expenses and charges properly incurred by it or on its behalf inconnection with such sale from the sale price of the Ordinary Shares.
Prospectus means the prospectus for the Offer including these Note Terms.
Purchaser means, subject to clause 8(d), one or more third parties selected by
ANZ in its absolute discretion.
Record Date means f or payment of a Distribution:(a)the date which is eight calendar days before the Distribution Payment
Date f or that Distribution; or(b)such other date as is determined by the ANZ Directors in their absolute
discretion and communicated to ASX not less than seven Business Days
bef ore the specified Record Date,or in either case such other date as may be required by ASX.

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Redeem means, in relation to a Note, redeem it in accordance with clause 7, andRedeemed and Redemption have corresponding meanings.
Reference Rate Disruption Event has the meaning given in clause 3.1.
Register means a register of holders of Notes established and maintained by oron behalf of ANZ. The term Register includes:(a)any sub-register maintained by, or on behalf of ANZ under the
Corporations Act, the ASX Listing Rules or ASX Settlement Operating
Rules; and(b)

any branch register, provided that, in the event of any inconsistency, theprincipal register will prevail over any sub-register or branch register.

Registry means ANZ or any other registrar that maintains the Register.
Regulatory Event means:(a)the receipt by the ANZ Directors of an opinion from a reputable legal
counsel that, as a result of any amendment to, clarification of or change(including any announcement of a change that will be introduced) in, any
law or regulation in Australia or any official administrative
pronouncement or action or judicial decision interpreting or applying
such laws or regulations or any statement of APRA which amendment,
clarif ication or change is effective, or pronouncement, action or decision
is announced, on or after the Issue Date and which on the Issue Date is
not expected by ANZ to come into effect (each, a Regulatory Change),more than de minimis additional requirements would be imposed on ANZor there would be a more than de minimis negative impact on ANZ or
TopCo in relation to or in connection with Notes which the ANZ Directors(having received all approvals they consider in their absolute discretion
to be necessary (including from APRA)) determine at their absolute
discretion, to be unacceptable; or(b)the determination by the ANZ Directors (having received all approvals
they consider in their absolute discretion to be necessary (including fromAPRA)) that, as a result of a Regulatory Change, ANZ is not or will not
be entitled to treat all Notes as Additional Tier 1 Capital, except where
the reason ANZ is not or will not be entitled to treat all Notes as
Additional Tier 1 Capital is because ANZ has exceeded a limit or otherrestriction on the recognition of Additional Tier 1 Capital which was inef f ect on the Issue Date or which on the Issue Date is expected by ANZ
to come into effect.

Related Bodies Corporate has the meaning given in the Corporations Act.
Related Conversion Steps has the meaning given in clause 6.1.
Related Entity has the meaning given by APRA from time to time.
Relevant Date has the meaning given in clause 4.2.
Relevant Distribution Payment Date has the meaning given in clause 3.7.
Relevant Number has the meaning given in clause 6.1.
Relevant Security means, where a Trigger Event occurs, a Tier 1 Capital
instrument that, in accordance with its terms or by operation of law, is capable ofbeing converted into Ordinary Shares or written off where that event occurs. It
includes Notes, Capital Notes 1, Capital Notes 2, Capital Notes 3, Capital Notes© King & Wood Mallesons
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4, Capital Notes 5, ANZ Perpetual Subordinated Contingent Convertible
Securities.
Reorganisation has the meaning given in clause 6.3(a).
Resale means the sale of Notes by Holders to the Purchaser in accordance withclause 8 and Resell and Resold have corresponding meanings.
Scheduled Distribution Payment Date has the meaning given in clause 3.5.
Scheduled Mandatory Conversion Date has the meaning given in clause 4.2.
Second Mandatory Conversion Condition has the meaning given in clause 4.3(but in clause 4.10 and clause 5.5, as adjusted in that clause).
Second Optional Conversion Restriction has the meaning given in clause 5.4.
Second Test Period has the meaning given in clause 4.3.
Senior Creditors means all present and future creditors of ANZ, including
depositors, whose claims are:(a)entitled to be admitted in the winding-up of ANZ; and(b)

not expressed to rank equally with, or subordinate to, the claims of a
Holder.

Special Resolution means either (i) a resolution passed at a meeting of Holders
by a majority of at least 75% of the votes validly cast by Holders in person or byproxy and entitled to vote on the resolution or (ii) a resolution signed within one
month f rom the Notification Date by Holders representing at least 75% of theaggregate nominal amount of Outstanding Notes as at the Notification Date.
Subsequent Mandatory Conversion Date has the meaning given in clause 4.2.
Subsidiary has the meaning given in the Corporations Act.
Tax Act means:(a)the Income Tax Assessment Act 1936 (Cth) or the Income Tax
Assessment Act 1997 (Cth) as the case may be and a ref erence to any
Section of the Income Tax Assessment Act 1936 (Cth) includes a
ref erence to that Section as rewritten in the Income Tax Assessment Act
1997 (Cth);(b)

any other law setting the rate of income tax payable and any regulation
promulgated under it; and(c)any regulation made under any of those laws.

Tax Event means the receipt by the ANZ Directors of an opinion from a
reputable legal counsel or other tax adviser in Australia experienced in suchmatters to the effect that, as a result of:© King & Wood Mallesons
59502097_157618186_2(a)

any amendment to, clarification of, or change (including any
announcement of a change that will be introduced) in, the laws ortreaties or any regulations affecting taxation in Australia;(b)

any judicial decision, official administrative pronouncement, published or
private ruling or advice (including a failure or refusal to provide a ruling or
advice), regulatory procedure, notice or announcement (including any

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notice or announcement of intent to adopt such procedures orregulations) affecting taxation in Australia (Administrative Action);(c)any amendment to, clarification of, or change in, an Administrative Actionthat provides for a position that differs from the current generally
accepted position; or(d)a challenge asserted or threatened in writing by the Australian Taxation
Of f ice or other relevant taxing authority in Australia in connection with
the Notes,

in each case, by any legislative body, court, governmental authority (including,
without limitation, a tax authority) or regulatory body in Australia, irrespective of
the manner in which such amendment, clarification, change or Administrative
Action is made known, which amendment, clarification, change or Administrative
Action is effective, or which pronouncement or decision is announced, on or after
the Issue Date and which on the Issue Date is not expected by ANZ to come into
ef f ect, there is more than an insubstantial risk which the ANZ Directors determine(having received all approvals they consider in their absolute discretion to benecessary (including from APRA)) at their absolute discretion to be unacceptable
that:
(i)

ANZ, TopCo or another member of the ANZ Group would be
exposed to more than a de minimis adverse tax consequence or
increased cost (including without limitation through theimposition of any taxes, duties, assessments or other charges)
in relation to Notes; or(ii)

TopCoANZ would not be entitled to treat any Distribution as af rankable distribution within the meaning of Division 202 of theTax Act (or would only be able to do so subject to requirements
which the Directors determine, in their absolute discretion, to beunacceptable).

Tax Rate has the meaning given in clause 3.1.
Third Mandatory Conversion Condition has the meaning given in clause 4.3.
Tier 1 Capital means the tier 1 capital of the ANZ Level 1 Group or the ANZ
Level 2 Group (or, if applicable, the ANZ Group on a Level 3 basis) as defined by
APRA f rom time to time.
TopCo means ANZ Group Holdings Limited (ACN 659 510 791).
TopCo Shares means Ordinary Shares or any other shares in the capital of
TopCo.
Tier 1 Capital Ratio means that ratio as defined by APRA from time to time.
Trigger Event means a Common Equity Capital Trigger Event or a Non-Viability
Trigger Event.
Trigger Event Conversion Date has the meaning given in clause 4.7.
Trigger Event Notice has the meaning given in clause 4.8(d).
VWAP means, subject to any adjustments under clause 6, the average of thedaily volume weighted average sale prices (such average being rounded to thenearest f ull cent) of Ordinary Shares sold on ASX during the relevant period oron the relevant days but does not include any “Crossing” transacted outside the“Open Session State” or any “Special Crossing” transacted at any time, each as© King & Wood Mallesons
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to the exercise of options over Ordinary Shares.
VWAP Period means:(a)in the case of a Conversion resulting from a Change of Control Event thelesser of:(i)

20 Business Days on which trading in Ordinary Shares took
place; and(ii)

the number of Business Days after the occurrence of the
Change of Control Event on which:(A)

the Ordinary Shares are quoted for trading on ASX; and(B)

trading in Ordinary Shares took place,in each case immediately preceding (but not including) the Business Day
bef ore the Change of Control Conversion Date;(b)in the case of a Conversion resulting from a Trigger Event, the period of
5 Business Days on which trading in Ordinary Shares took place
immediately preceding (but not including) the Trigger Event Conversion
Date;

(c)

in the case of any other Conversion, the period of 20 Business Days on
which trading in Ordinary Shares took place immediately preceding (butnot including) the date on which Conversion is to occur in accordancewith these Note Terms; or(d)otherwise, the period for which VWAP is to be calculated in accordancewith these Note Terms.

Written Off has the meaning given in clause 6.13, and Write Off has thecorresponding meaning.

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