16 December 2022
Market Announcements Office
ASX Limited
Level 420 Bridge Street
SYDNEY NSW 2000

U.S.$1,000,000,000 6.750% Resetting Perpetual Subordinated Contingent
Convertible Securities (ASX: ANZHAU) (“Subordinated Notes”) – Notice ofApproved Acquirer
Attached is a Notice of substitution of Approved Acquirer (to which the amended
Terms and Conditions of the Subordinated Notes are attached) given to holders ofSubordinated Notes under section 10 of the Terms and Conditions of theSubordinated Notes as set out in the fiscal and paying agency agreement dated 15
June 2016.
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

THIS NOTICE IS IMPORTANT. IF HOLDERS ARE IN ANY DOUBT AS TO THE MEANING OR
CONTENT OF THIS NOTICE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGALADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR
OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER
IMPORTANT NOTICE TO THE HOLDERS OF
U.S.$1,000,000,000 6.750% Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities(ISIN: US05254HAA23, USQ08328AA64)(the "Securities")
by Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) acting through its
London Branch
NOTICE IS HEREBY GIVEN to the holders of the Securities as follows:
16 December 2022
1

Australia and New Zealand Banking Group Limited, acting through its London Branch, (the"Issuer") refers to the terms and conditions applicable to the Securities (“Terms”) as set out in thefiscal and paying agency agreement dated 15 June 2016, as amended from time to time, between theIssuer and the Bank of New York Mellon as Fiscal Agent (“Fiscal and Paying Agency
Agreement”). All words and expressions defined in the Terms or Fiscal Agency Agreement havethe same meanings in this notice.

2

This notice is given to holders of Securities in accordance with Section 10 of the Terms.

Background3

As announced on 26 October 2022, the Issuer intends to proceed with the establishment of a nonoperating holding company and to separate the Issuer's banking and certain non-banking businesses
into two groups (the "Restructure"). The non-operating holding company is to be established by ascheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) (the “Scheme”). The
Scheme was approved at a meeting of shareholders of the Issuer on 15 December 2022 (the“Scheme Meeting”).

4

The Terms contemplate the establishment of a non-operating holding company (“NOHC”) for the
ANZ group and allow the Issuer to amend the Terms, without the approval of holders, to substitutethe NOHC as issuer of ordinary shares on Conversion, where certain conditions are met. Thoseconditions were met with the approval of the Scheme at the Scheme Meeting and the necessary
regulatory approvals being given.

5

The Issuer has amended the Terms to effect the substitution of ANZ Group Holdings Limited (ACN
659 510 791) ("ANZ NOHC") as the issuer of ordinary shares on Conversion, as set out in theschedule to this notice ("Amended Terms") with effect from the date that the Scheme isimplemented, as described below.

6

The Australian Prudential Regulation Authority has given its approval of the Amended Terms andhas confirmed that the Securities will continue to be eligible for inclusion as Additional Tier 1
Capital of the Issuer.

7

The approval of holders is not required for the Restructure or to amend the Terms. A holder does notneed to take any action in response to this notice.

Amendments to Securities Documents
8

In summary, where a Security is Converted under the Amended Terms:(a)each Security (or part of a Security) that is being Converted in whole will be automaticallytransferred from the holder to ANZ NOHC; and(b)each holder (or a nominee (as applicable)) of the Security or portion thereof being Converted
will be issued a number of ANZ NOHC ordinary shares calculated in accordance with theAmended Terms. It is expected that ANZ NOHC ordinary shares will be listed on the ASX.

9

The amendments to the Terms do not affect the circumstances in which the Securities are required
to be Converted or the other obligations of the Issuer in respect of the Securities.

10

The Amended Terms will take effect when the Scheme is implemented, which is expected to be on
or about 3 January 2023. If the Scheme is not implemented the Amended Terms will not take effect.

11

Further information about the Restructure can be found on the Issuer's website:www.anz.com/schememeeting.

12

Any queries in relation to the matters set out in this notice should be directed to:
Head of Group Funding
Australia and New Zealand Banking Group Limited
ANZ Centre Melbourne
Level 9, 833 Collins Street
Docklands VIC 3008
Australia
Telephone: +61 3 8655 3860
Email: funding@anz.com
This notice is given by:
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED acting through its
London Branch

Signed on behalf the Issuer:
By:

Adrian Went, Attorney

SCHEDULE – AMENDED TERMS

U.S.$442,754,000 6.750% Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities(Subject to Conversion, with a fallback to Write Off)
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, OR DELIVERED IN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON,UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTIONFROM THE REGISTRATION REQUIREMENTS THEREOF IS AVAILABLE. THE FOREGOINGSHALL NOT APPLY FOLLOWING THE EXPIRATION OF FORTY DAYS FROM THE LATER OF (I)THE DATE ON WHICH THIS SECURITY WAS FIRST OFFERED AND (II) THE DATE OF ISSUANCE
OF THIS SECURITY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITSAGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF ISREGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANYPERSON OTHER THAN DTC OR OTHERWISE IS WRONGFUL INASMUCH AS THE REGISTEREDOWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS SECURITY IS A REGULATION S GLOBAL SECURITY WITHIN THE MEANING OF THE
FISCAL AND PAYING AGENCY AGREEMENT REFERRED TO HEREINAFTER. THISREGULATION S GLOBAL SECURITY MAY NOT BE EXCHANGED, IN WHOLE OR IN PART, FOR A
SECURITY REGISTERED IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEETHEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES SET FORTH IN THE FISCAL AND
PAYING AGENCY AGREEMENT, AND MAY NOT BE TRANSFERRED, IN WHOLE OR IN PART,EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE FISCAL AND PAYINGAGENCY AGREEMENT. BENEFICIAL INTERESTS IN THIS REGULATION S GLOBAL SECURITY
MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FISCAL AND PAYINGAGENCY AGREEMENT.
NO DISCLOSURE DOCUMENT OR PRODUCT DISCLOSURE STATEMENT HAS BEEN LODGED
WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION (“ASIC”). NOTESMAY ONLY BE TRANSFERRED PURSUANT TO OFFERS RECEIVED IN AUSTRALIA IF THE
TRANSFER DOES NOT CONSTITUTE AN OFFER TO A “RETAIL CLIENT” AS DEFINED IN
SECTION 761G OF THE CORPORATIONS ACT AND SUCH TRANSFER COMPLIES WITH ALL
APPLICABLE LAWS, DIRECTIVES AND REGULATIONS IN AUSTRALIA AND DOES NOTREQUIRE ANY DOCUMENT TO BE LODGED WITH, OR REGISTERED BY, ASIC.

(Face of Security continued on next page)REGULATION S GLOBAL NOTEINITIAL PRINCIPAL AMOUNT: U.S.$442,754,000
Certificate No. 001
CUSIP: Q08328AA6
ISIN: USQ08328AA64
Common Code: 143306682
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED(ABN 11 005 357 522)
ACTING THROUGH ITS LONDON BRANCH
U.S.$442,754,000 6.750% Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities(Subject to Conversion, with a fallback to Write Off)(the “Notes”)
Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (“ANZ”), a
corporation incorporated under the laws of the Commonwealth of Australia, acting
through its London branch (herein called the “Issuer,” which term includes any successor
person hereinafter referred to), for value received, subject to the terms hereof, hereby
promises to pay to Cede & Co., or registered assigns, U.S.$442,754,000 (such initialprincipal amount, as it may from time to time be adjusted by endorsement on Schedule B
hereto or, reduced due to Conversion or Write Off (as hereinafter defined) in accordancewith Section 9, is hereinafter referred to as the “prevailing principal amount”) in U.S.
dollars on such date as the Issuer has elected to redeem the Notes, or in a Winding Up in
Australia, and to pay in its discretion interest on such prevailing principal amount, fromthe most recent Interest Payment Date (as hereinafter defined) (or, if none, the Issue Date(as hereinafter defined)) and upon redemption thereof, at the applicable rate per annum
equal to the relevant Interest Rate specified on the reverse hereof (the “Interest Rate”),
until the prevailing principal amount hereof is paid or reduced to zero due to such
Conversion or Write Off.
References to “Holders” mean those persons who own Notes registered in their own
names on the books that the Fiscal Agent, in its capacity as Registrar, maintains for this(Face of Security continued on next page)-3-

purpose, and not those persons who own beneficial interests in Notes held by a Clearing
System Holder.
The Notes are issued by ANZ acting through its London branch. If ANZ is unable to
make payment on the Notes via its London branch it may make the payment via any otherbranch or through its head office and may do so from cash held anywhere in the world.
Any interest so scheduled to be paid on any Interest Payment Date will (if paid) be paid
to the person in whose name this Note is registered at the close of business in New York
City, New York, United States on the fifteenth day (whether or not a Business Day ashereinafter defined) next preceding such Interest Payment Date (a “Regular Record
Date”); provided, however, that interest payable upon redemption but on a day that is not
an Interest Payment Date will be payable to the person to whom principal shall be paid.
For the purpose of determining the Holder at the close of business on a Regular Record
Date that is not a Business Day, the close of business will mean 5:00 p.m., New York
City time, on that day. If any payment is scheduled to be paid on a Note on a day that is
not a Business Day, the Issuer will make the payment on the next day that is a BusinessDay (and for the avoidance of doubt, such payment will be made without any additional
interest or penalty). Payments postponed to the next Business Day in this situation will betreated under the Fiscal and Paying Agency Agreement (as hereinafter defined) as if they
were made on the original date on which they were scheduled to be paid. Postponementof this kind will not result in a breach of the terms and conditions of the Notes (the“Conditions”) or the Fiscal and Paying Agency Agreement or entitle the Holders to
exercise any remedies in respect of the Notes.
The prevailing principal amount of this Note shall be payable against the surrender hereofat the corporate trust office of the Fiscal Agent hereinafter referred to or at such otheroffices or agencies as the Issuer may designate and notify the Holders and at the officesof such other Paying Agents as the Issuer shall have appointed pursuant to the Fiscal andPaying Agency Agreement. No payment of principal or interest in respect of this Noteshall be made at any office or agency of the Issuer in the Commonwealth of Australia orby check mailed to any address in the Commonwealth of Australia or by transfer to an
account maintained with a bank located in the Commonwealth of Australia.
The Issuer covenants that until this Note has been delivered to the Fiscal Agent forcancellation, or monies sufficient to pay the principal of and interest (if any) on this Note
have been made available for payment and either paid or returned to the Issuer as
provided herein, it will at all times maintain a Paying Agent and Transfer Agent with

(Face of Security continued on next page)-4-

offices or agencies in the Borough of Manhattan, The City of New York for the paymentof the principal of and interest on the Notes as herein provided.
The statements set forth in the legend, if any, set forth above are an integral part of theterms of this Note and by acceptance hereof each Holder of this Note agrees to be subject
to and bound by the terms and provisions set forth in such legend, if any.
Notes represented by this Global Note are exchangeable and transferable only inaccordance with, and subject to, the provisions hereof and the rules and operatingprocedures of DTC.
On any exchange or transfer following which either (i) Notes represented by this Global
Note are no longer to be so represented or (ii) Notes not so represented are to be so
represented, details of such transfer shall be entered by the Fiscal Agent in the Schedule
attached hereto, following which the prevailing principal amount of this Global Note andthe Notes held by the Holder hereof shall be increased or reduced (as the case may be) by
the prevailing principal amount so transferred.
Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof which further provisions shall for all purposes have the same effect as if set forthat this place.
Unless the certificate of authentication hereon has been executed by the Fiscal Agent by
manual signature, this Note shall not be valid or obligatory for any purpose.

(Face of Security continued on next page)-5-

IN WITNESS WHEREOF, the Issuer has caused this Regulation S Global Note to be duly
executed.
Dated: June 15, 2016
AUSTRALIA AND NEW ZEALAND BANKINGGROUP LIMITED, ACTING THROUGH ITSLONDON BRANCH

By
Name:
Title:[Signature Page to Regulation S Global Note]FISCAL AGENT’S CERTIFICATE OF AUTHENTICATIONThis is one of the Regulation S Global Notes referred to in the within-mentioned Fiscal
and Paying Agency Agreement.
THE BANK OF NEW YORK MELLON
as Fiscal Agent
By
Authorized Signatory
Dated: June 15, 2016

[Signature Page to Regulation S Global Note]

Australia and New Zealand Banking Group Limited (“ANZ”), acting through its London
branch (the “Issuer”)
Reverse of U.S.$442,754,000 6.750% Fixed Rate Resetting Perpetual SubordinatedContingent Convertible Securities(Subject to Conversion, with a fallback to Write Off)1

This Note is one of a duly authorized series of securities of the Issuer (hereincalled the “Notes”), issued and to be issued in accordance with a Fiscal andPaying Agency Agreement, dated as of June 15, 2016 (as may be amended, fromtime to time, herein called the “Fiscal and Paying Agency Agreement”), between
the Issuer and The Bank of New York Mellon, as fiscal agent, paying agent,transfer agent, calculation agent and registrar (referred to collectively in suchcapacities as the “Agent” and, in each of such several capacities, as the “Fiscal
Agent,” “Paying Agent,” “Transfer Agent,” “Calculation Agent” and“Registrar,” respectively, which terms shall include successors thereto), to which
Fiscal and Paying Agency Agreement reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder of theIssuer, ANZ, the Fiscal Agent, Paying Agent, Transfer Agent, Calculation Agent,
Registrar and the Holders and of the terms upon which the Notes are, and are tobe, authenticated and delivered. Copies of the Fiscal and Paying Agency
Agreement are on file and available for inspection at the corporate trust office of
the Fiscal Agent in the Borough of Manhattan, The City of New York. The
aggregate principal amount of the Notes issuable under the Fiscal and Paying
Agency Agreement is unlimited. This Note is one of the series (this “series”)
designated on the face hereof (the Outstanding (as defined in the Fiscal andPaying Agency Agreement) principal amount of which may be increased at theoption of the Issuer if in the future it determines to issue additional Notes(“Additional Notes”)).
The Issuer shall not issue Additional Notes having the same CUSIP, ISIN or otheridentifying number as the Outstanding Notes unless such Additional Notes are
fungible with the Outstanding Notes for United States federal income tax
purposes.
The Issuer shall not issue Additional Notes where the First Reset Date (as defined
herein) for the Additional Notes is less than five years from the date of issue ofthe Additional Notes.

(Reverse of Security continued on next page)-8-

The Notes are fully paid, direct, unsecured and subordinated obligations of theIssuer and, unless Converted or Written Off, will rank for payment of theprevailing principal amount of the Notes in a Winding Up behind all claims of
Senior Creditors (as defined in Section 7), pari passu without any preference
among themselves and with the holders of Equal Ranking Instruments (as definedin Section 7) and ahead of the holders of Ordinary Shares (as defined in Section
7).
The Notes are not deposit liabilities or protected accounts of ANZ for the
purposes of the Banking Act 1959 of the Commonwealth of Australia (the“Banking Act”), are not covered deposits of ANZ pursuant to a deposit guarantee
scheme for the purposes of the UK Banking Act 2009 (as amended) (the “UK
Banking Act”) and are not insured by the U.S. Federal Deposit Insurance
Corporation (“FDIC”), the UK Financial Services Compensation Scheme or any
other government, government agency or compensation scheme of theCommonwealth of Australia, the United States, the United Kingdom or any otherjurisdiction or by any party.
2

The Notes are issuable in fully registered form. The Notes are issuable in theauthorized denomination of U.S.$200,000 and integral multiples of U.S.$1,000 in
excess thereof. The Notes may be exchanged, and transfers thereof shall be
registered, as provided in the Fiscal and Paying Agency Agreement.

3

Subject to the terms of this Note and the Fiscal and Paying Agency Agreement,
this Note entitles the Holder on the Regular Record Date falling prior to therelevant Interest Payment Date (as defined below) to a cash interest payment. Anyinterest scheduled to be paid on any Interest Payment Date or the date forpayment of the prevailing principal amount of this Note in accordance with theterms hereof, as the case may be, shall be the amount of interest in respect of theperiod from, and including, the immediately preceding Interest Payment Date (or,if no Interest Payment Date has yet occurred, from and including the Issue Date),
to, but excluding, such Interest Payment Date or the date for payment of theprevailing principal amount of this Note in accordance with the terms hereof, as
the case may be (each such period is referred to as an “Interest Period”).
From and including June 15, 2016 (the “Issue Date”) to but excluding June 15,2026 (the “First Reset Date”), interest is scheduled to be paid in arrears on theprevailing principal amount of this Note at an initial rate equal to 6.750% perannum (the “Initial Interest Rate”).

(Reverse of Security continued on next page)-9-

Subject to the provisions for the non-payment of interest set out below, interest, if
any, is scheduled to be paid semi-annually in arrears on June 15 and December 15
in each year, commencing on December 15, 2016 (each, whether or not suchinterest is, or is able to be, paid on that date in accordance with the terms of thisNote, an “Interest Payment Date”) until (but not including) the date on which aredemption of this Note occurs.
From and including each Reset Date (as defined below) to but excluding the next
succeeding Reset Date, interest is scheduled to be paid on the prevailing principal
amount of this Note at a rate per annum (each a “Subsequent Interest Rate” and,
together with the Initial Interest Rate, the “Interest Rate”) equal to the sum of thethen prevailing Mid-Market Swap Rate (as defined below) on the relevant Reset
Determination Date (as defined below) and 5.168% (being the margin determinedat the time of the bookbuilding for the Notes) (rounded to three decimal places,with 0.0005 rounded upwards). The First Reset Date and every fifth anniversary
thereafter shall be a “Reset Date.”
As used herein:
The “Mid-Market Swap Rate” is the mid-market U.S. dollar swap rate having a
5-year maturity appearing on Bloomberg page “USISDA05 Index” (or such otherpage as may replace such page on Bloomberg, or such other page as may be
nominated by the person providing or sponsoring the information appearing onsuch page for purposes of displaying comparable rates) at 11:00 a.m. (New Yorktime) on the Reset Determination Date, as determined by the Calculation Agent. Ifsuch swap rate does not appear on such page (or such other page or service), theMid-Market Swap Rate shall instead be determined by the Calculation Agent on
the basis of (i) quotations provided by the principal office of each of four majorbanks in the U.S. dollar swap rate market (which banks shall be selected by the
Calculation Agent in consultation with the Issuer (the “Reference Banks”)) of therates at which swaps in U.S. dollars are offered by it at approximately 11.00 a.m.
(New York time) (or thereafter on such date, with the Calculation Agent acting on
a best efforts basis) on the Reset Determination Date to participants in the U.S.
dollar swap rate market for a five-year period and (ii) the arithmetic mean
expressed as a percentage and rounded, if necessary, to the nearest 0.001%(0.0005% being rounded upwards) of such quotations. If the Mid-Market Swap
Rate is not able to be determined on the relevant Reset Determination Date inaccordance with the foregoing procedures, the Mid-Market Swap Rate shall be the
mid-market U.S. dollar swap rate having a 5-year maturity that appeared mostrecently on Bloomberg “USISDA05 Index” (or such other page as may replacesuch page on Bloomberg, or such other page as may be nominated by the person(Reverse of Security continued on next page)- 10 -

providing or sponsoring the information appearing on such page for purposes ofdisplaying comparable rates) that was last available prior to 11.00 a.m. (NewYork time) on such Reset Determination Date, as determined by the Calculation
Agent.
The “Reset Determination Date” shall be the second Business Day immediately
preceding the relevant Reset Date.
The relevant day-count fraction for determining interest payable for any Interest
Period shall be determined on the basis of the number of days in the relevantInterest Period, from and including the first day in such period to but excluding
the last day in such period, such number of days being calculated on the basis of a360 day year consisting of 12 months of 30 days each, divided by 360.
As used herein, the term “Business Day” means any weekday, other than one on
which banking institutions are authorized or obligated by law, regulation or
executive order to close in each of London, United Kingdom, New York, New
York, United States and Sydney, New South Wales, Australia.
All calculations of the Calculation Agent, in the absence of manifest error, will beconclusive for all purposes and binding on the Issuer and on the Holders.
Payments of interest on the Notes will be non-cumulative. The payment of any
interest on the Notes is subject to:(a)the Issuer’s absolute discretion; and(b)no Payment Condition existing in respect of the Notes as at the relevantInterest Payment Date.

If all or any part of any interest payment is not paid because of subsection (a) or(b) above or because of any applicable law, ANZ will have no liability to pay the
unpaid amount of interest, neither Holders nor any other person will have a claim
or entitlement in respect of such non-payment and such non-payment will notconstitute a breach of the Conditions or give any Holder or any other person aright to apply for a Winding Up, to place ANZ in administration or to seek theappointment of a receiver, receiver and manager, liquidator or provisionalliquidator to ANZ or exercise any remedies in respect of the Notes. Neither
Holders nor any other person shall have any rights to receive any additional
interest or compensation as a result of such non-payment.
Further, by its acquisition and holding of a Note, each Holder acknowledges andagrees that:(Reverse of Security continued on next page)- 11 -

(a)the Notes do not confer any claim on ANZ except as set out herein;(b)

the Notes do not confer on Holders any right to subscribe for new
securities in ANZ or to participate in any bonus issues of securities of
ANZ; and(c)Nothing in the terms of the Notes prevents ANZ from issuing securities ofany kind or, except as provided in this Section 3, redeeming, buying back,returning capital on or converting any securities, other than the Notes.

As used herein, “Payment Condition” means, with respect to any payment ofinterest on the Notes on any Interest Payment Date:(a)making such interest payment on the Notes on such Interest Payment Datewould result in the ANZ Level 1 Group or the ANZ Level 2 Group (or, if
applicable, the ANZ Group on a Level 3 basis) not complying with
APRA’s then current capital adequacy requirements;(b)making such interest payment on the Notes on such Interest Payment Datewould result in ANZ becoming, or being likely to become, insolvent forthe purposes of the Corporations Act; or(c)

APRA objecting to the interest payment on the Notes on such Interest
Payment Date.

For so long as the Notes remain Outstanding, if for any reason a payment ofinterest on the prevailing principal amount of a Note is not paid in full on an
Interest Payment Date (the “Relevant Interest Payment Date”), ANZ must notfrom (and including) the Relevant Interest Payment Date to (and including) the
next following Interest Payment Date:(a)resolve to pay or pay any ANZ Ordinary Share Dividend; or(b)undertake any Buy Back or Capital Reduction,

provided that such restrictions shall not apply:(i)if the relevant payment of interest on this Note is made to each
Holder within 3 Business Days of the Relevant Interest Payment
Date;(Reverse of Security continued on next page)- 12 -

(ii)if Holders approve the relevant ANZ Ordinary Share Dividend,
Buy Back or Capital Reduction pursuant to a Special Resolution;(iii)

to a Buy Back or Capital Reduction in connection with any
employment contract, employee share scheme, benefit plan orother similar arrangement with or for the benefit of any one ormore employees, officers, directors or consultants of ANZ or any
Controlled Entity; or(iv)

to the extent that at the time a payment of interest on this Note has
not been made on the Relevant Interest Payment Date, ANZ islegally obliged to pay on or after that date an ANZ Ordinary ShareDividend or complete on or after that date a Buy Back or Capital
Reduction.

Nothing in the terms of this Note or the Fiscal and Paying Agency Agreement
prohibits ANZ or a Controlled Entity from purchasing ANZ Shares (or an interest
therein) in connection with transactions for the account of customers of ANZ or
customers of entities that ANZ Controls or, with the prior written approval of
APRA, in connection with the distribution or trading of ANZ Shares in theordinary course of business. This includes (for the avoidance of doubt andwithout affecting the foregoing) any acquisition resulting from:(a)taking security over ANZ Shares in the ordinary course of business; and(b)acting as trustee for another person where neither ANZ nor any entity it
Controls has a beneficial interest in the trust (other than a beneficial
interest that arises from a security given for the purposes of a transaction
entered into in the ordinary course of business).

As used herein:“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 Group on a Level
3 basis) as defined by APRA from time to time.
“ANZ Group” shall mean ANZ and its Controlled Entities.
“ANZ Level 1 Group” means ANZ and those of its Controlled Entities included by
APRA from time to time in the calculation of ANZ’s capital ratios on a Level 1
basis.
(Reverse of Security continued on next page)- 13 -

“ANZ Ordinary Share” means a fully 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 Level 2 Group” means ANZ together with each Related Entity included by
APRA from time to time in the calculation of ANZ’s capital ratios on a Level 2
basis.
“ANZ Shares” means Ordinary Shares or any other shares in the capital of ANZ.
“APRA” means the Australian Prudential Regulation Authority (ABN 79 635 582
658) or any successor body responsible for prudential regulation of ANZ, the ANZGroup or any authorized non-operating holding company in respect of the ANZGroup.
“ASX” means the 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 the ASX as amended, varied or
waived (whether in respect of ANZ, TopCo or generally).
“Banking Act” means the Banking Act 1959 of Australia.
“Buy Back” means a transaction involving the acquisition by ANZ of its ANZ
Ordinary Shares pursuant to the provisions of Part 2J of the Corporations Act.
“Capital Notes 1” means the convertible notes issued by ANZ in 2013 under aprospectus dated July 10, 2013 (which replaced a prospectus dated July 2, 2013).
“Capital Notes 2” means the convertible notes issued by ANZ in 2014 under aprospectus dated February 19, 2014 (which replaced a prospectus dated February
11, 2014).
“Capital Notes 3” means the convertible notes issued by ANZ in 2015 under aprospectus dated February 5, 2015 (which replaced a prospectus dated January 23,2015).
“Capital Reduction” means a reduction in capital by ANZ of its ANZ Ordinary
Shares in any way permitted by the provisions of Part 2J of the Corporations Act.

(Reverse of Security continued on next page)- 14 -

“Clearing System Holder” means that the Holder is the operator of a clearing
system or a depository, or a nominee for a depository, for a clearing system.
“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 Tier 1 Capital” has the meaning given by APRA from time totime.
“Control” has the meaning given in the Corporations Act.
“Controlled Entity” shall mean, in respect of ANZ, an entity that ANZ 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 the relevant
prevailing principal amount of that Note in each case as described in Section 9 and
Schedule A, and in each case, “Convert,” “Converting” and “Converted” havecorresponding meanings.
“Corporations Act” means the Corporations Act 2001 of Australia.
“CPS2” means the convertible preference shares issued by ANZ in 2009 under aprospectus dated November 18, 2009 (which replaced a prospectus dated
November 10, 2009)“CPS3” means the convertible preference shares issued by ANZ in 2011 under aprospectus dated August 31, 2011 (which replaced a prospectus dated August 23,2011).
“Inability Event” shall mean ANZ or TopCo is prevented by applicable law ororder of any 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 Converting performing any of their obligations necessary toeffect the Conversion of any Notes.

(Reverse of Security continued on next page)- 15 -

“Level 1,” “Level 2” and “Level 3” means those terms as defined by APRA fromtime to time.
“Ordinary Share Dividend” means any interim, final or special dividend payablein accordance with the Corporations Act and the constitution of ANZ in relation
to Ordinary Shares.
“Ordinary Shares” means a fully paid ordinary share in the capital of ANZ
TopCo and, where the context so requires, an ordinary share of ANZ TopCoissuable upon Conversion of the Notes.
“Preference Share” means a notional preference share in the capital of ANZ
conferring a claim in the Winding Up equal to the prevailing principal amount ofa Note and ranking equally in respect of return of capital in a Winding Up witheach of the preference shares which is an Equal Ranking Instrument.
“Recognized Exchange” means a recognized stock exchange or securities market
in an Organization for Economic Cooperation and Development member state.
“Related Entity” has the meaning given by APRA from time to time.
“Relevant Security” shall mean, where a Trigger Event occurs, an Additional Tier
1 Capital instrument that, in accordance with its terms or by operation of law, iscapable of being converted into Ordinary Shares or written off where that event
occurs (including, without limitation, the Notes, Capital Notes 1, Capital Notes 2,
Capital Notes 3, and, where a Common Equity Capital Trigger Event occurs on
account of the Common Equity Capital Ratio in respect of the ANZ Level 2Group, CPS3).
“Tier 1 Capital” shall mean the Tier 1 capital of ANZ (on a Level 1 basis) or the
ANZ Group (on a Level 2 basis or, if applicable, a Level 3 basis) as defined by
APRA from 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.
“Trading Day” means a day which is a business day within the meaning of the ASX
Listing Rules.
A “Trigger Event Conversion Date” means:(Reverse of Security continued on next page)- 16 -

4(a)in the case of a Common Equity Capital Trigger Event, the date on which
the Capital Deficiency Determination is made or notified to ANZ; and(b)in the case of a Non-Viability Trigger Event, the date on which the NonViability Determination is notified to ANZ.

The Issuer shall maintain in the Borough of Manhattan, The City of New York,an office or agency where Notes may be surrendered for registration of transfer or
exchange. The Issuer has initially appointed the corporate trust office of the Fiscal
Agent as its agent for such purposes (in such capacities, the “Registrar” and the“Transfer Agent”) and has agreed to cause to be kept at such office a register inwhich, subject to such reasonable regulations as it may prescribe, the Issuer will
provide for the registration of Notes and registration of transfers of Notes. The
Issuer reserves the right to vary or terminate the appointment of the Fiscal Agentas the Registrar and the Transfer Agent or of any other additional Registrars orTransfer Agents, to appoint additional or other Registrars or Transfer Agents andto approve any change in the office through which any Registrar or Transfer
Agent acts, provided that there will at all times be a security registrar and transfer
agent for the Notes in the Borough of Manhattan, The City of New York.
The transfer of this Note is registrable on the aforementioned register uponsurrender of this Note at the corporate trust office of the Registrar or any Transfer
Agent duly endorsed by, or accompanied by a written instrument of transfer inform satisfactory to the Issuer and the Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing. Upon such surrender of thisNote for registration of transfer, the Issuer shall execute, and the Fiscal Agentshall authenticate and deliver, in the name of the designated transferee ortransferees, one or more new Notes of like tenor and form, dated the date ofauthentication thereof, of an authorized denomination or authorized
denominations and of a like aggregate prevailing principal amount.
At the option of the Holder upon request confirmed in writing, Notes may beexchanged for Notes of an authorized denomination or authorized denominations
and of a like tenor, form and aggregate prevailing principal amount uponsurrender of the Notes to be exchanged at the office of any Transfer Agent or at
the corporate trust office of the Fiscal Agent. Whenever any Notes are sosurrendered for exchange, the Issuer shall execute, and the Fiscal Agent shallauthenticate and deliver, the Notes which the Holder making the exchange isentitled to receive. Any registration of transfer or exchange will be effected upon
the Transfer Agent or the Fiscal Agent, as the case may be, being satisfied with
(Reverse of Security continued on next page)- 17 -

the documents of title and identity of the person making the request and subject tosuch reasonable regulations as the Issuer may from time to time agree with theTransfer Agents and the Fiscal Agent.
All Notes issued upon any registration of transfer or exchange of Notes shall be
the valid obligations of the Issuer, evidencing the same debt, and entitled to thesame benefits, as the Notes surrendered upon such registration of transfer or
exchange. No service charge shall be made for any registration of transfer or
exchange, but the Issuer may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection therewith, other than an
exchange in connection with a partial redemption of a Note not involving any
registration of a transfer.
Prior to due presentment of this Note for registration of transfer, the Issuer, theFiscal Agent and any agent of the Issuer or the Fiscal Agent may treat the person
in whose name this Note is registered as the owner hereof for all purposes,
whether or not payments in respect of the Notes have been made on schedule, andneither the Issuer nor the Fiscal Agent or any such agent shall be affected bynotice to the contrary.
5

The Issuer shall pay to the Fiscal Agent at its principal corporate trust office in
the Borough of Manhattan, The City of New York on or prior to any Interest
Payment Date on which a payment of interest is to be made and any date set for
the redemption of this Note, in such amounts sufficient (with any amounts thenheld by the Fiscal Agent and available for the purpose) to pay the interest on
and/or the principal of the Notes to be paid on such date, as the case may be. The
Fiscal Agent shall apply the amounts so paid to it to the payment of such interest
and principal in accordance with the terms of the Fiscal and Paying Agency
Agreement and this Note.
Any monies paid by the Issuer to a Fiscal Agent, Paying Agent or a Registrar forthe payment of the principal of or interest on any Notes and remaining unclaimed
at the end of two years after such principal or interest is to be paid (whether uponcall for redemption or otherwise) shall then be repaid (without interest) to theIssuer, and upon such repayment all liability of such Agent with respect thereto
shall cease, without, however, limiting in any way any obligation the Issuer may
have to pay the principal of and interest on this Note in accordance with the terms
hereof.

(Reverse of Security continued on next page)- 18 -

6(a)
All payments of interest on this Note will be made without withholding or
deduction for, or on account of, any taxes, assessments or other governmental
charges (“Relevant Tax”) imposed or levied by, or on behalf of Australia or any
political subdivision or taxing authority in, or of, Australia and, where the Notes
remain issued through a branch outside Australia, the jurisdiction in which thebranch is located or any political subdivision or taxing authority in, or of, thatjurisdiction (each a “Relevant Jurisdiction”) unless the withholding or deduction
is required by law. In that event, the Issuer will increase the amount of any
interest that is scheduled to be paid by such additional amounts (“Additional
Amounts”) as may be necessary so that the net amount received by the Holder of
the Notes, after such withholding or deduction, will equal the amount that theHolder would have received in respect of the Notes without such withholding or
deduction.
However, the Issuer will pay no Additional Amounts:(i)to the extent that the Relevant Tax is imposed or levied by virtue of theHolder, or the beneficial owner, of the Notes having some connection(whether present, past or future) with Australia or a Relevant Jurisdiction,other than mere receipt of such payment or being a Holder, or the
beneficial owner, of the Notes;(ii)

to the extent that the Relevant Tax is imposed or levied by virtue of theHolder, or the beneficial owner, of the Notes not complying with any
statutory requirements or not having made a declaration of non-residencein, or lack of connection with, Australia or a Relevant Jurisdiction or any
similar claim for exemption (including supplying an appropriate tax filenumber or Australian Business Number, as applicable), if the Issuer or its
agent has provided the Holder, or the beneficial owner, of the Notes withat least 60 days’ prior written notice of an opportunity to comply withsuch statutory requirements or make a declaration or claim;(iii)

to the extent that the Relevant Tax is imposed or levied by virtue of theHolder, or the beneficial owner, of the Notes having presented for
payment more than 30 days after the date on which the payment in respectof the Notes was first scheduled to be paid;(iv)

to the extent that the Relevant Tax is imposed or levied as a result of theHolder, or the beneficial owner, of the Notes being party to or(Reverse of Security continued on next page)- 19 -

participating in a scheme to avoid tax, being a scheme which the Issuer
was neither a party to nor participated in; or(v)

any combination of the above.

In addition, notwithstanding any other provision of these conditions, any amounts to be
paid on the Notes will be paid, and any Ordinary Shares to be issued to a Holder on
Conversion of a Note will be issued, to the Holder net of any deduction or withholding
imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue
Code of 1986, as amended (the “Code”), any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to Section 1471(b) of theCode, or an intergovernmental agreement between the United States and anotherjurisdiction facilitating the implementation of Sections 1471 through 1474 of the Code(or any fiscal or regulatory legislation, rules or practices adopted pursuant to such anintergovernmental agreement) (a “FATCA Withholding”), and no Additional Amounts
will be required to be paid and no additional Ordinary Shares will be required to beissued on account of any such deduction or withholding.
(b)
No Additional Amounts shall be paid with respect to any payment of, or in
respect of, interest on this Note to any such Holder who is a fiduciary or partnership orother than the sole beneficial owner of such payment to the extent such payment would,
under the laws of the Commonwealth of Australia or any political subdivision or taxing
authority thereof or therein, be treated as being derived or received for tax purposes by abeneficiary or settlor with respect to such fiduciary or a member of such partnership or abeneficial owner who would not have been entitled to such Additional Amounts had it
been the Holder of this Note.
(c)
Whenever in this Note there is mentioned, in any context, any payment of, or in
respect of interest on, this Note, such mention shall be deemed to include mention of thepayment of Additional Amounts provided for in Section 6(a) to the extent that, in suchcontext, Additional Amounts are, were or would be payable in respect thereof pursuant to
the provisions of such Section.
(d)
At least 10 Business Days prior to each date on which any payment under or withrespect to this Note is scheduled to be paid, if the Issuer is obligated to pay Additional
Amounts with respect to such payment, the Issuer will deliver to the Fiscal Agent and the
Paying Agent a certificate of an Authorized Officer (as defined in the Fiscal and Paying
Agency Agreement) (an “Officer’s Certificate”) stating the fact that such Additional
Amounts will be payable and the amounts so payable and will set forth such otherinformation necessary to enable the Fiscal Agent and such Paying Agent to pay such
(Reverse of Security continued on next page)- 20 -

Additional Amounts to the Holders on the payment date; provided, however, that if 10
Business Days prior to each date on which any such payment is scheduled to be paid theamount of such payment has not yet been determined, the Issuer shall notify the Fiscal
Agent of such amount promptly after such amount has been determined.
7(a)
If an order is made by a court of competent jurisdiction in Australia (otherthan an order successfully appealed or permanently stayed within 60 days), or aneffective resolution passed, for the Winding Up in Australia, the Notes will
become payable at their prevailing principal amount as described below.
Accordingly, this Note will not entitle a Holder or any beneficial owner to claim
any unpaid scheduled interest on this Note in a Winding Up.
A Holder will have no further or other claim on ANZ in a Winding Up other thanthe claim for the prevailing principal amount described below.
Holders will rank for payment of the prevailing principal amount of each Note ina Winding Up in Australia:(i)in priority to the holders of ANZ Ordinary Shares;(ii)

equally among themselves and with all holders of 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 claims of
the Holders are paid; and(B)

until the Senior Creditors have been paid in full, theHolders must not claim in the Winding Up in competition
with the Senior Creditors so as to diminish any distribution,
dividend or payment which, but for that claim, the SeniorCreditors would have been entitled to receive,so that the Holder receives, for each Note it holds, an amount equal
to the amount it would have received if, in the Winding Up, it had
held an issued and fully paid Preference Share.
(Reverse of Security continued on next page)- 21 -

Nothing in the terms of the Notes or the Fiscal and Paying Agency Agreement
shall be taken to (a) create a charge or security interest on or over any right of theHolder or (b) require the consent of any Senior Creditor to any amendment of theNote or the Fiscal and Paying Agency Agreement made in accordance with the
Fiscal and Paying Agency Agreement.
(b)

By its acquisition and holding of a Note, each Holder irrevocably agrees:(i)that the subordination of the Notes referred to in subsection 7(a) is
a debt subordination for the purposes of section 563C of the
Corporations Act;(ii)

that it does not have, and waives to the maximum extent permitted
by law, any entitlement to interest under section 563B of the
Corporations Act to the extent that a holder of a Preference Sharewould not be entitled to such interest;(iii)

not to exercise any voting or other rights as a creditor in theWinding Up in any jurisdiction:(A)

until after all Senior Creditors have been paid in full; or(B)otherwise in a manner inconsistent with the subordinationof the Notes contemplated above;(iv)

that it must pay or deliver to the liquidator any amount or asset
received on account of its claim in the Winding Up in respect of aNote in excess of its entitlement as set out above; and(v)

that the subordination of the Notes referred to in subsection 7(a)will not be affected by any act or omission of ANZ or a SeniorCreditor which might otherwise affect it at law or in equity.

(c)
If there is a Winding Up and, notwithstanding subsection (b) above, theFiscal Agent, the Paying Agent or the Holder or beneficial owner of this Notereceives any payment or distribution of the assets of ANZ of any kind or
character, whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other indebtedness of ANZ being subordinated to the payment of this Note, before
all the claims of Senior Creditors are paid in full, and if such fact shall, at or prior
to the time of such payment or distribution, have been made known to the Fiscal(Reverse of Security continued on next page)- 22 -

Agent, the Paying Agent or, as the case may be, the Holder or beneficial owner ofthis Note, then and in such event such payment or distribution shall be paid overor delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,custodian, assignee, agent or other person making payment or distribution ofassets of ANZ for application to the payment of all claims of the Senior Creditors
remaining unpaid, to the extent necessary to pay all such claims in full, after
giving effect to any concurrent payment or distribution to or for the account of the
Senior Creditors.
(d)Neither ANZ nor any Holder or any beneficial owner of this Note has any
contractual right to set off any sum at any time scheduled to be paid to a Holder,such beneficial owner or ANZ (as applicable) under or in relation to this Noteagainst amounts owing by the Holder or such beneficial owner to ANZ or by
ANZ to the Holder or such beneficial owner (as applicable).
(e)
On a Winding Up, the Holder of this Note shall only be entitled to provefor any sums payable in respect of this Note as a debt which is subject to andcontingent upon prior payment in full of the obligations of ANZ to the SeniorCreditors, and the Holder of this Note waives to the fullest extent permitted bylaw any right to prove in the Winding Up as a creditor of ANZ ranking for
payment in any other manner. Holders and beneficial owners of this Note shallnot be entitled to place ANZ in administration or to seek the appointment of areceiver, receiver and manager, liquidator or provisional liquidator to ANZ.
(f)
The provisions of this Section shall not affect or prejudice the payment of
any amounts by the Issuer in respect of costs, charges, expenses, liabilities,
indemnities or remuneration of the Fiscal Agent or any Paying Agent pursuant to
the Fiscal and Paying Agency Agreement or the rights and remedies of the Fiscal
Agent or the Paying Agent in respect thereof.
(g)
For the purposes of Section 1 and this Section 7, “Senior Creditors”
means all present and future creditors of ANZ (including but not limited todepositors), whose claims are (a) entitled to be admitted in the Winding Up and(b) not expressed to rank equally with, or subordinate to, the claims of a Holder.
(h)
For the purposes of Section 1, Section 3 and this Section 7, “Winding Up”
shall mean any procedure whereby ANZ may be wound-up, dissolved, liquidated
or cease to exist as a body corporate and whether or not involving insolvency orbankruptcy, but shall exclude any winding up under or in connection with ascheme of amalgamation or reconstruction not involving the bankruptcy or(Reverse of Security continued on next page)- 23 -

insolvency of ANZ where its obligations are assumed by a successor to which all,or substantially all, of ANZ’s property, assets and undertaking are transferred orwhere an arrangement with similar effect not involving a bankruptcy or
insolvency is implemented.
(i)
For the purposes of Section 1 and this Section 7, “Equal Ranking
Instruments” means, in respect of a return of capital in a Winding Up:

8

(i)

CPS2;

(ii)

CPS3;

(iii)

each other preference share that ANZ may issue that ranks or isexpressed to rank equally with the foregoing and the Notes inrespect of a return of capital in a Winding Up (as the case may be);(iv)

Capital Notes 1;(v)

Capital Notes 2;(vi)

Capital Notes 3; and(vii)

any securities or other instruments that rank or are expressed torank equally with those preference shares and the Notes in respectof a return of capital in a Winding Up (as the case may be).

(a)
The Notes are perpetual securities in respect of which there is no statedmaturity date or other fixed redemption date. Holders may not require any
redemption or purchase of the Notes at any time.
Subject as set out below, the Notes may be redeemed, in whole but not in part, atthe option of the Issuer on the First Reset Date or any Reset Date thereafter at aredemption price equal to 100% of the prevailing principal amount of the Notes,
together with any unpaid interest on the prevailing principal amount of the Notes
for the period from (and including) the most recent Interest Payment Date to (butexcluding) the date of redemption, except to the extent that the Issuer has
determined not to pay or ANZ is obliged not to pay such interest as set out in
Section 3 herein.
Subject as set out below, the Notes may be redeemed, in whole but not in part, atthe option of the Issuer at any time at a redemption price equal to 100% of theprevailing principal amount of the Notes together with any unpaid interest on the(Reverse of Security continued on next page)- 24 -

prevailing principal amount of the Notes for the period from (and including) themost recent Interest Payment Date to (but excluding) the date of redemption,
except to the extent that the Issuer has determined not to pay or ANZ is obliged
not to pay such interest as set out in Section 3 herein, if a Tax Event occurs;
provided, however, that ANZ shall deliver to the Fiscal Agent an opinion of
reputable legal counsel confirming that the conditions that must be satisfied forsuch redemption have been satisfied or have occurred. Immediately prior to thegiving of any notice of such a redemption of Notes, the Issuer will deliver to the
Fiscal Agent an Officer’s Certificate stating that the Issuer is entitled to effectsuch redemption and setting forth in reasonable detail a statement of facts
showing that the conditions precedent to the right of the Issuer to so redeem theNotes have occurred.
As used herein, “Tax Event” means the receipt by the directors of ANZ of an
opinion from a reputable legal counsel or other tax adviser in Australia or theapplicable Relevant Jurisdiction experienced in such matters to the effect that, asa result of:(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 or a
Relevant Jurisdiction;(b)

any judicial decision, official administrative pronouncement,
published or private ruling, regulatory procedure, notice,announcement or communication (including any notice,announcement or communication of intent to adopt suchprocedures or regulations) affecting taxation in Australia or a
Relevant Jurisdiction or affecting the taxation treatment of theNotes in Australia or a Relevant Jurisdiction (“Administrative
Action”); or(c)any amendment to, clarification of, or change in, an Administrative
Action that provides for a position that differs from the current
generally accepted position,in each case, by any legislative body, court, governmental authority(including, without limitation, a tax authority) or regulatory body inAustralia or a Relevant Jurisdiction, irrespective of the manner in whichsuch amendment, clarification, change or Administrative Action is made(Reverse of Security continued on next page)- 25 -

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 tocome into effect, it is likely that:(i)the Issuer would be required to increase the amount of any interest
scheduled to be paid on the Notes by payment of an Additional
Amount in respect of any withholding tax and such an increasecannot be avoided within 60 days of such Tax Event by ANZ byfiling a form, making an election or taking some reasonablemeasure that in ANZ’s sole judgment will not be adverse to ANZ
and will involve no material cost to ANZ;(ii)

the Issuer is or would be no longer entitled to claim a deduction forany payments in respect of the Notes in computing its taxation
liabilities in or relating to such Relevant Jurisdiction or the amountof such deduction is materially reduced;(iii)

where the United Kingdom is such Relevant Jurisdiction, the Notes
are or would be prevented from being treated as loan relationships
for United Kingdom tax purposes;(iv)

where the United Kingdom is such Relevant Jurisdiction, the Notes
or any part thereof are or would be treated as a derivative or anembedded derivative for United Kingdom tax purposes; or(v)

any interest scheduled to be paid on the Notes would be afrankable dividend or distribution within the meaning of Division
202 of the Tax Act.

If, after the Issue Date:(A)

as a result of a Branch Change Notice, the Notes are issued through abranch located in a jurisdiction different from the jurisdiction of the
branch through which the Notes were issued immediately before such
notice, the references to “Issue Date” in the preceding paragraph shall bedeemed to be to the date the Branch Change Notice is given; or(B)

ANZ is merged into or consolidated with another entity, or all or
substantially all of ANZ’s assets are sold or transferred to another entity(each, a “Relevant Transaction”) and in each case the home jurisdiction(Reverse of Security continued on next page)- 26 -

for tax purposes of such other entity is not Australia (or if such jurisdiction
has already become a jurisdiction other than Australia, is different to thejurisdiction which it is immediately prior to the Relevant Transaction), thereferences to “Issue Date” in the preceding paragraph shall be deemed tobe the date the Relevant Transaction is completed, provided that, the Issue
Date will not be so amended if the location of the branch through which
the Notes are issued is unchanged as a result of the Relevant Transaction.
Subject as set out below, the Notes may be redeemed, in whole but not in part, atthe option of the Issuer at any time at a redemption price equal to 100% of theprevailing principal amount of the Notes together with any unpaid interest on theprevailing principal amount of the Notes for the period from (and including) themost recent Interest Payment Date to (but excluding) the date of redemption,
except to the extent that the Issuer has determined not to pay or ANZ is obliged
not to pay such interest as set out in Section 3 herein, if a Regulatory Eventoccurs; provided, however, that ANZ shall deliver to the Fiscal Agent an opinionof reputable legal counsel confirming that the conditions that must be satisfied forsuch redemption have been satisfied or have occurred. Immediately prior to thegiving of any notice of such a redemption of Notes, the Issuer will deliver to the
Fiscal Agent an Officer’s Certificate stating that the Issuer is entitled to effectsuch redemption and setting forth in reasonable detail a statement of facts
showing that the conditions precedent to the right of the Issuer to so redeem theNotes have occurred.
As used herein, “Regulatory Event” means the receipt by the directors of ANZ 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, clarification or change
is effective, or pronouncement, action or decision is announced, or statement ismade, 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”), the directors of ANZ
determine that ANZ is not or will not be entitled to treat all Notes as Additional
Tier 1 Capital in whole.
(b)

Subject as set out below, ANZ (or any of its Related Entities) may, to the extent
permitted by applicable laws and regulations, purchase any Note at any time andat any price in the open market, in private negotiated transactions or otherwise.

(Reverse of Security continued on next page)- 27 -

(c)Notwithstanding anything to the contrary in this Note or the Fiscal and Paying
Agency Agreement, the Issuer may not redeem and ANZ may not repurchase any
Notes without the prior written approval of APRA. Holders should not expect that
APRA’s approval will be given for any redemption or repurchase of a Note.
Additionally, the Issuer will not be permitted to redeem and ANZ will not be
permitted to repurchase any Notes unless:

(d)

(i)

the Notes are replaced concurrently or beforehand with a Tier 1 Capital
instrument of the same or better quality and the 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 andthe ANZ Level 2 Group is well above its minimum capital requirements
after the Issuer elects to redeem or ANZ repurchases the Notes.

Notice will be given once not more than 60 days nor less than 30 days prior to thedate fixed for redemption. If by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impracticable to give notice to theHolders in the manner prescribed herein, then such notification in lieu thereof as
shall be made by the Issuer or by the Fiscal Agent on behalf of and at the
instruction of the Issuer shall constitute sufficient provision of such notice, if such
notification shall, so far as may be practicable, approximate the terms andconditions of the mailed notice in lieu of which it is given. Neither the failure to
give notice nor any defect in any notice given to any particular Holder shall affectthe sufficiency of any notice with respect to that Holder or any other Holders.
Such notices will be deemed to have been given on the date of such mailing.
Notices to redeem Notes shall specify the date fixed for redemption, theapplicable redemption price, the place or places of payment and that payment will
be made upon presentation and surrender of the Notes to be redeemed. If theredemption occurs as a result of a Tax Event or a Regulatory Event such notice
shall also state that the conditions precedent to such redemption have occurredand state that the Issuer has elected to exercise its option to redeem the Notes
pursuant to Section 8(a).

Holders of this Note should not expect that APRA’s approval will be given for any
redemption or purchase of this Note.
9(a)

As used herein:(Reverse of Security continued on next page)- 28 -

A “Common Equity Capital Trigger Event” means that ANZ determines, or
APRA has notified ANZ in writing that it believes, that a Common Equity Capital
Ratio is equal to or less than 5.125% (such determination or notification being a“Capital Deficiency Determination”). ANZ must immediately notify APRA in
writing if ANZ makes a Capital Deficiency Determination.
The “Deed of Undertaking” means the deed poll made by TopCo in favor of
Holders.
A “Non-Viability Trigger Event” means the earlier of:(i)

the issuance of a notice in writing by APRA to ANZ that conversion or
write off of Relevant Securities (including, without limitation, the Notes)
is necessary because, without it, APRA considers that ANZ would become
non-viable; or(ii)

a determination by APRA, notified to ANZ in writing, that without apublic sector injection of capital, or equivalent support, ANZ would
become non-viable,

each such determination being a “Non-Viability Determination.”A “Trigger Event” means a Common Equity Capital Trigger Event or a NonViability Trigger Event.
The “Trigger Event Notice Receipt Date” means the date of receipt of the Trigger
Event Notice (as defined below) by DTC.
The Trigger Event Notice shall request that (to the extent not previously provided)
Holders of Relevant Notes provide to ANZ or the Holders’ Nominee (as defined
below) a notice (a “Conversion Shares Settlement Notice”), containing theinformation specified in subsection (b) below.
For so long as the Notes are held by a nominee of DTC, the Conversion Shares
Settlement Notice must be given in accordance with the standard procedures of
DTC (which may include the notice being given to ANZ by electronic means) andin a form acceptable to DTC and to ANZ. In order to obtain delivery of Ordinary
Shares in respect of Relevant Notes, a Holder of Relevant Notes must (subject as
set out below) deliver its Conversion Shares Settlement Notice on or before thedate that is 30 days after the Trigger Event Notice Receipt Date (the “Notice Cutoff Date”).
(Reverse of Security continued on next page)- 29 -

(b)If a Trigger Event occurs:(i)on the Trigger Event Conversion Date, subject only to subsection (f)below, such principal amount of the Notes as is required by the relevant
Capital Deficiency Determination or Non-Viability Determination, as
applicable, to be Converted will immediately Convert, provided that:

(ii)

a.

where a Common Equity Capital Trigger Event occurs and such
Capital Deficiency Determination does not require all Relevant
Securities to be converted into Ordinary Shares or written off, suchprincipal amount of the Notes shall Convert as is sufficient(determined by ANZ in accordance with subsection (b)(ii) below)
to increase each relevant Common Equity Capital Ratio of ANZ toa percentage above 5.125%, as determined by ANZ in consultation
with APRA; orb.

where a Non-Viability Trigger Event occurs under limb (i) of thedefinition of Non-Viability Trigger Event and such Non-Viability
Determination does not require all Relevant Securities to beconverted into Ordinary Shares or written off, such principal
amount of the Notes shall Convert as is sufficient (determined by
ANZ in accordance with subsection (b)(ii) below) to satisfy APRA
that ANZ is viable without further conversion or write off; orc.

where a Non-Viability Trigger Event occurs under limb (ii) of thedefinition of Non-Viability Trigger Event, all the principal amountof all of the Notes will be Converted; andon the Trigger Event Conversion Date, the rights of each Holder of theNotes (including to payment of principal and of interest with respect tosuch Note or portion thereof) in relation to each Note or the relevant
portion thereof that is being Converted will be immediately andirrevocably terminatedautomatically transferred for an amount equal to therelevant prevailing principal amount of that Note that is being Convertedand ANZ TopCo will apply that amount by way of payment for
subscription for the Ordinary Shares to be allotted to such Holder inaccordance with this Section 9 and the Deed of Undertaking.
In determining the number of Notes that must be Converted, ANZ will:(Reverse of Security continued on next page)- 30 -

a.

first, convert into Ordinary Shares or write off Relevant Securities
whose terms require or permit them to be converted into Ordinary
Shares or written off before Conversion of the Notes or in full; andb.

second, if conversion into Ordinary Shares or write off of those
Relevant Securities is not sufficient to satisfy the requirements ofsubsection (b)(i) above, Convert Notes and convert into Ordinary
Shares or write off other Relevant Securities on an approximately
pro rata basis or in a manner that is otherwise, in the opinion of
ANZ, fair and reasonable (subject to such adjustment as ANZ may
determine to take into account the effect on marketable parcels andthe need to round to whole numbers the number of Ordinary
Shares and any Notes or other Relevant Securities remaining on
issue or outstanding, as the case may be, and the need to effect theconversion immediately) and, for the purposes of this Section
9(b)(ii)(b), where the specified currency of the principal amount of
Relevant Securities is not the same for all Relevant Securities,
ANZ may treat them as if converted into a single currency of
ANZ’s choice at such rate of exchange for each such specified
currency as, in each case, ANZ in good faith considers reasonable,

provided that such determination does not impede the immediate
Conversion of the relevant number of Notes;(iii)

on the Trigger Event Conversion Date, ANZ shall determine the Holders
whose Notes or portions thereof will be Converted at the time and on thedate that the Conversion is to take effect and in making that determination
may make any decisions with respect to the identity of the Holders at thattime and date as may be necessary or desirable to ensure Conversion
occurs immediately in an orderly manner, including disregarding any
transfers of Notes that have not been settled or registered at that time andprovided that such determination does not impede or delay the immediate
Conversion of the relevant principal amount of Notes;(iv)

ANZ must give notice of its determination pursuant to subsection (b)(iii)
above (a “Trigger Event Notice”) as soon as practicable to the Fiscal
Agent and, for so long as the Notes are held by a nominee of DTC, to
Holders via DTC which must specify:(A)

the Trigger Event Conversion Date;(Reverse of Security continued on next page)- 31 -

(B)the principal amount of the Notes Converted; and(C)

the relevant number or principal amount of other Relevant
Securities converted or written off;(v)

for so long as the Notes are held by a nominee of DTC, ANZ shall requestthat DTC post the Trigger Event Notice on its Reorganization Inquiry for
Participants System pursuant to DTC’s procedures then in effect (or suchother system as DTC uses for providing notices to holders of securities)
and suspend all clearance and settlement of the Notes that are specified by
the Trigger Event Notice to be Notes that have been Converted (“RelevantNotes”), with such suspension commencing no later than the close of thenext day following the Trigger Event Notice Receipt Date that is a
Business Day in New York City (the date of such suspension, the“Suspension Date”);(vi)

for so long as the Notes are held by a nominee of DTC, the procedures set
forth in subsections (b)(iv) and (b)(v) above are subject to change toreflect changes in DTC practices, and ANZ may make changes to theprocedures set forth in this Section 9 to the extent reasonably necessary, inthe opinion of ANZ, to reflect such changes in DTC practices;(vii)

none of the following events shall prevent, impede or delay theConversion of Notes as required by subsection (b)(i) above:(A)

any failure or delay in the conversion or write off of other Relevant
Securities;(B)

any failure or delay in giving a Trigger Event Notice or in any
delay by DTC in posting such notice as contemplated bysubsection (b)(v) above;(C)

any failure or delay in the quotation of Ordinary Shares to beissued on Conversion; or(D)

any failure by a Holder or any other party to comply withsubsection (c) or subsection (i) below; and(viii) from the Trigger Event Conversion Date, subject to subsection (f) andsubsection (g)(iii)(C) below, ANZ shall treat the Holder of any Note or
portion thereof which is required to be Converted as the holder of the(Reverse of Security continued on next page)- 32 -

relevant number of Ordinary Shares and will take all such steps, including
updating any register, required to record the Conversion and the issuanceof such Ordinary Shares.
(c)
Where a principal amount of Notes is required to be Converted pursuant to
the terms described in this Section 9, a Holder of Notes or portion thereof that are
subject to Conversion wishing to receive Ordinary Shares must, no later than the
Trigger Event Conversion Date (or, in the case where subsection (e)(vii) below
applies, within 30 days of the date on which Ordinary Shares are issued upon such
Conversion), have provided to ANZ or (if then appointed) the Holders’ Nomineea Conversion Shares Settlement Notice setting out:(i)

its name and address (or the name and address of any person in whosename it directs the Ordinary Shares to be issued) for entry into any registerof title and receipt of any certificate or holding statement in respect of any
Ordinary Shares;(ii)

the security account details of such Holder of Notes in the Clearing House
Electronic Subregister System of Australia, operated by the ASX or its
affiliates or successors (“CHESS”), or such other account to which theOrdinary Shares may be credited; and(iii)

such other information as is reasonably requested by ANZ for the
purposes of enabling it TopCo to issue the Conversion Number (as defined
below) of Ordinary Shares to the Holder of Notes,

and ANZ has no duty to seek or obtain such information.
(d)Subject to the terms described in subsections (e) and (f) below, if, inrespect of a Conversion of Notes, ANZ TopCo fails to issue, on the Trigger Event
Conversion Date, the Conversion Number of Ordinary Shares in respect of therelevant principal amount of such Notes to, or in accordance with the instructionsof, the relevant Holder of Notes on the Trigger Event Conversion Date or any
Holders’ Nominee thereof where subsection (e) below applies, the principal
amount of such Notes which would otherwise be subject to Conversion shallremain in issue and Outstanding until the Ordinary Shares are issued to, or inaccordance with the instructions of, the Holder of such Notes or such Notes are
Written Off in accordance with the terms hereof, provided, however, that the sole
right of the Holders (in respect of such Notes or the relevant portion thereof that is
subject to Conversion) is the right to be issued Ordinary Shares upon Conversion(Reverse of Security continued on next page)- 33 -(subject to its compliance with subsection (c) above or to receive the proceedsfrom their sale pursuant to subsection (e) below, as applicable) and the remedy ofsuch Holder in respect of ANZ’s TopCo’s failure to issue the Ordinary Shares islimited (subject always to subsection (f) below) to seeking an order for specificperformance of ANZ’s TopCo’s obligation to issue the Ordinary Shares to theHolder, or where subsection (e) below applies, to the Holders’ Nominee and toreceive such proceeds of sale (if any), in each case, in accordance with the termsof the Notes. This Section does not affect the obligation of ANZ TopCo to issue
the Ordinary Shares when required in accordance with the terms hereof.
(e)If, in respect of a Note and a Holder of that Note, the Note or portion
thereof is required to be Converted and:(i)the Holder of the Note has notified ANZ that it does not wish to receive
Ordinary Shares as a result of the Conversion (whether entirely or to theextent specified in the notice), which notice may be given at any time prior
to the Trigger Event Conversion Date;(ii)

the Notes are held by a registered Holder of the Note whose address in theregister is a place outside Australia or who ANZ otherwise believes is nota resident of Australia (a “Foreign Holder”);(iii)

the Holder of that Note is a Clearing System Holder;(iv)

for any reason (whether or not due to the fault of the Holder of the Note)
ANZ has not received the information required by subsection (c) above
prior to the Trigger Event Conversion Date and the lack of suchinformation would prevent ANZ TopCo from issuing the Ordinary Sharesto the Holder of the Note on the Trigger Event Conversion Date; or(v)

a FATCA Withholding is required to be made in respect of the Ordinary
Shares issued on the Conversion,

then, on the Trigger Event Conversion Date:(vi)

where subsections (e)(i), (e)(ii) or (e)(v) above apply, ANZ TopCo shallissue the Ordinary Shares to the Holder of the Note only to the extent (if atall) that:(A)

where subsection (e)(i) above applies, the Holder of the Note has
notified ANZ that it wishes to receive them;(Reverse of Security continued on next page)- 34 -

(B)where subsection (e)(ii) above applies, ANZ is satisfied that thelaws of both the Commonwealth of Australia and the Foreign
Holder’s country of residence permit the issue of Ordinary Sharesto the Foreign Holder (but as to which ANZ is not bound toenquire), either unconditionally or after compliance withconditions which ANZ in its absolute discretion regards as
acceptable and not unduly onerous; and(C)where subsection (e)(v) above applies, the issue is net of the
FATCA Withholding,and to the extent ANZ TopCo is not obliged to issue Ordinary Shares
directly to the Holder of the Note, ANZ TopCo will issue the balance of
the Ordinary Shares to the Holders’ Nominee in accordance withsubsection (e)(vii) below;(vii)

otherwise, subject to applicable law, ANZ TopCo will issue the balance ofOrdinary Shares in respect of the Holder of the Note to a competentnominee (which may not be ANZ or any of its Related Entities) (the“Holders’ Nominee”) and will promptly notify such Holder of the nameof and contact information for the Holders’ Nominee and the number ofOrdinary Shares issued to the Holders’ Nominee on its behalf and, subject
to applicable law and:(A)

subject to subsection (e)(vii)(B) below, the Holders’ Nominee will
as soon as reasonably possible and no later than 35 days after issueof the Ordinary Shares sell those Ordinary Shares and pay a cash
amount equal to the net proceeds received, after deducting any
applicable brokerage, stamp duty and other taxes and charges, tothe Holder of the Note;(B)

where subsection (e)(iii) or (iv) above applies, the Holders’Nominee will hold such Ordinary Shares and will transfer
Ordinary Shares to such Holder (or, where subsection (e)(iii) above
applies, the person for whom the Clearing System Holder holds theNote) promptly after such person provides the Holders’ Nomineewith the information required to be provided by such Holder (as if
a reference to ANZ is a reference to the Holders’ Nominee and areference to the issue of Ordinary Shares is a reference to thetransfer of Ordinary Shares) but only where such information is(Reverse of Security continued on next page)- 35 -

provided to the Holders’ Nominee within 30 days of the date on
which Ordinary Shares are issued to the Holders’ Nominee upon
Conversion of such Note and where such Holder fails to provide
the Holders’ Nominee with the information required to be provided
by such Holder, the Holders’ Nominee will sell the Ordinary
Shares and pay the proceeds to such person in accordance withsubsection (e)(vii)(A) above; and(C)where subsection (e)(v) above applies, the Holders’ Nominee shalldeal with Ordinary Shares the subject of a FATCA Withholding
and any proceeds of their disposal in accordance with Sections
1471 through 1474 of the Code (“FATCA”);(viii)

nothing in this subsection (e) shall affect the Conversion of the Notes of a
Holder who is not a person to which any of subsections (e)(i) to (e)(v)
above (inclusive) described in this Section 9 applies; and(ix)

for the purpose of this subsection (e), neither ANZ nor the Holders’Nominee owes any obligations or duties to the Holders in relation to theprice at which Ordinary Shares are sold or has any liability for any loss
suffered by a Holder as a result of the sale of Ordinary Shares.

(f)
Notwithstanding any other provision of this Section 9, where Notes are
required to be Converted on the Trigger Event Conversion Date and Conversionof the relevant principal amount of the Notes that are subject to Conversion has
not been effected within 5 Trading Days after the relevant Trigger Event
Conversion Date for any reason (including an Inability Event), (A) the principal
amount of each Note which, but for this subsection (f), would be Converted, will
not be Converted and instead will be Written Off with effect on and from the
Trigger Event Conversion Date and (B) ANZ shall notify the Fiscal Agent and theHolders of the foregoing as promptly as practically possible.
(g)

Each Holder of Notes irrevocably:(i)consents to becoming a member of ANZ TopCo upon the Conversion of
the relevant principal amount of the Notes required to be Converted as
described in this Section 9 and agrees to be bound by the constitution of
ANZTopCo, in each case, in respect of the Ordinary Shares issued to such
Holder on Conversion;(Reverse of Security continued on next page)- 36 -

(ii)

(iii)

(iv)

acknowledges and agrees that it (or where subsection (e) so requires, theHolders’ Nominee on its behalf) is obliged to accept Ordinary Shares upona Conversion of the Notes it holds, notwithstanding anything that mightotherwise affect a Conversion of such principal amount of Notes,
including:(A)

any change in the financial position of ANZ since the issue of such
Notes;(B)

any disruption to the market or potential market for the Ordinary
Shares or to capital markets generally;(C)

any breach by ANZ of any obligation in connection with such
Notes; and(D)

any dispute as to the calculation of the Common Equity Capital
Ratio;

acknowledges and agrees that where subsection (a) and subsection (b)above apply:(A)

there are no other conditions to a Trigger Event or to Conversion
occurring as and when provided in this Section;(B)

Conversion must occur immediately on the Trigger Event
Conversion Date and that may result in disruption or failures in
trading or dealings in the Notes;(C)

it will not have any rights to vote in respect of any Conversion and
the Note does not confer a right to vote at any meeting of membersof ANZ; and(D)

the Ordinary Shares issued on Conversion may not be listed orquoted at the time of issue, or at all;acknowledges and agrees that where subsection (f) above applies, noconditions or events other than those referred to in that subsection willaffect the operation of that subsection and such Holder will not have any
rights to vote in respect of any Write Off under that subsection and has noclaim against ANZ arising in connection with the application of that
subsection;(Reverse of Security continued on next page)- 37 -

(v)acknowledges and agrees that, save as set out herein in relation to specificperformance following the delivery of a Trigger Event Notice, such
Holder of Notes has no right to request a Conversion of any principal
amount of any Notes or to determine whether (or in what circumstances)the principal amount of Notes it holds are Converted;(vi)

acknowledges and agrees that none of the following shall prevent, impede
or delay the Conversion or (where relevant) Write Off of the prevailingprincipal amount of Notes:(A)

any failure to or delay in the conversion or write off of other
Relevant Securities;(B)

any failure or delay in giving a Trigger Event Notice or othernotice required as described in this Section 9;(C)any failure or delay in the listing or quotation of the Ordinary
Shares to be issued on Conversion;(D)

any failure or delay by a Holder or any other party in complying
with the provisions of subsection (c) above or subsection (i) below;
and

(E)

any requirement to select or adjust the number or principal amountof Notes to be Converted in accordance with subsection (b)(ii)b or(b)(iii) above.

(vii)

acknowledges and agrees that ANZ is authorized on behalf of the Holder
to execute any transfer form or perform any other act as ANZ considers
appropriate to reflect the transfers contemplated hereby;(viii)

authorizes, directs and requests DTC and any direct participant in DTC orother intermediary through which such Holder holds Notes to take any andall necessary actions, if required, to implement the Conversion or Write
Off, as applicable, without any further action or direction on the part ofsuch Holder or the Fiscal Agent;(ix)

acknowledges and agrees that the transfer of any Relevant Notes will not
be able to be settled from the Suspension Date, and any sale or transfer ofthe Relevant Notes that a Holder of Relevant Notes may have initiatedprior to the Suspension Date that is scheduled to settle after the(Reverse of Security continued on next page)- 38 -

Suspension Date will be rejected by DTC and will not be settled within
DTC; and(x)

acknowledges and agrees to any change of branch of ANZ as Issuer and/or
payor in the manner and in the circumstances contemplated hereby; and(xi)

acknowledges and agrees that if, in respect of a Conversion, TopCo has
issued the Conversion Number of Ordinary Shares to the Holder but theNote or portion thereof has not been transferred free from encumbrance to
TopCo, the Note or such portion shall be Written Off in accordance with
Section 9(f) without prejudice to the issue of the Ordinary Shares.

(h)
As used herein, “Written Off” shall mean that, in respect of a Note or
portion thereof that is otherwise subject to Conversion and a Trigger Event
Conversion Date:(i)the Note or portion thereof that is otherwise subject to Conversion will not
be Converted on that date and will not be Converted or redeemed under
the terms hereof on any subsequent date; and(ii)

with effect on and from the Trigger Event Conversion Date, the relevant
Holders’ rights (including to payment of interest and the relevant principal
amount) in relation to such Note or portion thereof are immediately andirrevocably terminated and written off; and “Write Off” has acorresponding meaning.

(i)
Subject to the terms described in subsection 10(c)(ii) below, any Note
which is to be Converted or Written Off only in part shall be surrendered with, if
ANZ or the Fiscal Agent so requires, due endorsement by, or a written instrumentof transfer in form satisfactory to ANZ and the Fiscal Agent duly executed by, theHolder thereof or his attorney duly authorized in writing, and the Issuer shall
execute, and the Fiscal Agent shall authenticate and deliver to the registered
Holder of such Note without service charge, a new Note or Notes of like form, of
any aggregate principal amount equal to and in exchange for the non-Converted
or non-Written Off portion of the principal amount of the Note so surrendered.
(j)
If a Capital Deficiency Determination or a Non-Viability Determination
takes effect, ANZ must perform any obligations in respect of the determination
immediately on the day it is made or received by ANZ, whether or not such day is
a Trading Day.
(Reverse of Security continued on next page)- 39 -

(k)Where a Note is Converted or Written Off only in part, then:(i)that Note shall be surrendered with, if the Issuer or the Fiscal Agentso requires, due endorsement by, or a written instrument of transfer
in a form satisfactory to the Issuer and the Fiscal Agent duly
executed by, the Holder thereof or his attorney duly authorized inwriting, and the Issuer shall execute, and the Fiscal Agent shallauthenticate and deliver to:(A)

the Holder of such Note without service charge, a
new Note or Notes of like form and of theaggregate principal amount equal to and in
exchange for the portion of the principal amountof the Note so surrendered that is not to be
Converted (the “Remaining Note”); and(B)

TopCo without service charge, a new Note of likeform and of the aggregate principal amount equal
to and in exchange for the principal amount of theNote so surrendered that is to be Converted (the“Affected Note”),

provided that any failure or delay by any party in complying withthese provisions shall not prevent, impede or delay the Conversion
or Write Off of the Note; and
(ii)

10

the amount of any interest scheduled to be paid in respect of that
Note on each Interest Payment Date falling after that Trigger Event
Conversion Date will be reduced and calculated on the prevailingprincipal amount of that Note as so reduced on the date of theConversion or Write Offthe Remaining Note.

For so long as any Note remains Outstanding,(a)where either of the following occurs:(i)a takeover bid (as defined in the Corporations Act) is made to acquire all,or some of, the Ordinary Shares and such offer is, or becomes,
unconditional and either:(A)

the bidder has at any time during the offer period, a relevantinterest in more than 50% of the Ordinary Shares in issue; or(Reverse of Security continued on next page)- 40 -

(B)(ii)

the directors of ANZTopCo, acting as a board, issue a statementthat at least a majority of its directors who are eligible to do sohave recommended acceptance of such offer (in the absence of ahigher offer); ora court orders the holding of meetings to approve a scheme of arrangement
under Part 5.1 of the Corporations Act, which scheme would result in aperson having a relevant interest in more than 50% of the Ordinary Sharesthat will be in issue after the scheme is implemented and:(A)

all classes of members of ANZ TopCo pass all resolutions
required to approve the scheme by the majorities required under
the Corporations Act, to approve the scheme;(B)

an independent expert issues a report that the proposals inconnection with the scheme are in the best interests of the holdersof Ordinary Shares; and(C)

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,(each an “Acquisition Event”); and(b)

the bidder (or its ultimate holding company) or the person having a
relevant interest in the Ordinary Shares in ANZ after the scheme isimplemented (or any entity that Controls the bidder or the person having
the relevant interest) is an Approved Acquirer,

each Holder shall, by its purchase and acceptance of such Note, agree that, upon
the occurrence of any of the foregoing events, without further authority, assent orapproval of the Holders (but with the prior written approval of APRA):(c)the Issuer may amend the terms of the Notes such that, unless APRA
otherwise agrees, on any date the prevailing principal amount (or any part
thereof) of the Notes is to be Converted:(i)each Note that is being Converted in whole will be automaticallytransferred by each Holder free from encumbrance to theApproved Acquirer on the date the Conversion is to occur;(Reverse of Security continued on next page)- 41 -

(ii)each Note that is being Converted only in part shall be surrenderedwith, if the Issuer or the Fiscal Agent so requires, due endorsement
by, or a written instrument of transfer in a form satisfactory to theIssuer and the Fiscal Agent duly executed by, the Holder thereof or
his attorney duly authorized in writing, and the Issuer shall
execute, and the Fiscal Agent shall authenticate and deliver to:(A)

the Holder of such Note without service charge, a new
Note or Notes of like form and of the aggregate principal
amount equal to and in exchange for the portion of theprincipal amount of the Note so surrendered that is not to
be Converted; and(B)

the Approved Acquirer without service charge, a new
Note of like form and of the aggregate principal amountequal to and in exchange for the principal amount of theNote so surrendered that is to be Converted,

provided that any failure or delay by any party in complying withthese provisions shall not prevent, impede or delay the Conversion
or Write Off of the Notes;(iii)

each Holder (or a Holders’ Nominee in accordance with subsections(c) or (e) of Section 9, which provisions shall apply, mutatis
mutandis, to such Approved Acquirer Ordinary Shares) of the Noteor portion thereof being Converted will be issued a number ofApproved Acquirer Ordinary Shares equal to the Conversion
Number and the Conversion mechanics that would have otherwise
been applicable to the determination of the number of Ordinary
Shares shall apply (with any necessary changes) to thedetermination of the number of such Approved Acquirer Ordinary
Shares; and(iv)

as between ANZ and the Approved Acquirer, each Note held by theApproved Acquirer as a result of the transfer will be automatically
Converted into a number of ANZ Ordinary Shares the aggregate
market value of which equals the prevailing principal amount ofthat Note (determined on the basis as set out in Schedule A using a
VWAP calculated on the basis of the last period of 5 Trading Days
on which trading in ANZ Ordinary Shares took place preceding, but
not including, the Trigger Event Conversion Date (whether such
period occurred before or after the Acquisition Event occurred) andsubject in all cases to the Maximum Conversion Number); and(Reverse of Security continued on next page)- 42 -

(d)the Issuer may make such other amendments as in the Issuer’s reasonable
opinion are necessary and appropriate in order to effect the substitution of
an Approved Acquirer as the provider of the ordinary shares to bedelivered upon Conversion in the manner contemplated by the terms
hereof and consistent with the requirements of APRA in relation to
Additional Tier 1 Capital, including, without limitation:(i)to the definitions of “Conversion,” “Inability Event,” “Ordinary
Shares,” “Relevant Security” and/or “Trigger Event” and to theprocedures relating to Conversion and Write Off as contemplated
herein to reflect the identity of the Approved Acquirer as theprovider of the ordinary shares to be delivered upon Conversion;(ii)

to cause any necessary adjustment to be made to the Maximum
Conversion Number and to any relevant VWAP or Issue Date
VWAP consistent with the principles of adjustment set out in
Schedule A below; and(iii)

to the terms hereof such that any right of Holders to require deliveryof ordinary shares of the Approved Acquirer is consistent with thelimited right of Holders to require delivery of Ordinary Sharesfollowing a Conversion as set out herein.

The Issuer shall give a notice to the Fiscal Agent and to Holders as soon aspracticable after such amendments as described herein specifying the amendments
to the terms hereof which will be made as described herein to effect thesubstitution of an Approved Acquirer as the issuer of Ordinary Shares on
Conversion.
After a substitution, as described herein, the Approved Acquirer may without theauthority, approval or assent of the Holder of Notes, effect a further substitution
as described herein (with necessary changes).
A Holder has no right (a) to require the Issuer to make any such amendment or toeffect any such substitution; or (b) to vote upon, or otherwise require that its
approval is obtained prior to the occurrence of, any Acquisition Event, andacknowledges and agrees that there is no provision for any automatic adjustment to
the terms of the Notes or the Fiscal and Paying Agency Agreement on account ofan Acquisition Event other than by an Approved Acquirer as described above.
If an Acquisition Event occurs and the Issuer does not make any such amendment
or substitution prior to the occurrence of a Trigger Event, Holders will remain(Reverse of Security continued on next page)- 43 -

entitled to Ordinary Shares in ANZ TopCo upon Conversion, calculated on thebasis of the VWAP for the five Trading Days on which trading in Ordinary Shares
last took place (subject as set out above in relation to Write Off) and Holders shallhave no right or remedy against the Issuer or ANZ on account of such Acquisition
Event occurring or as a result of any subsequent inability to further adjust the
VWAP in the manner and at the times set out below.
(e)

As used herein:“Approved Acquirer” means the ultimate holding company of ANZ TopCo(whether incorporated in Australia or elsewhere) arising as a result of an Approved
Acquisition Event.
“Approved Acquisition Event” means an Acquisition Event in respect of which
each of the following conditions is satisfied:(i)the entity which has or is to become the Approved Acquirer has assumed
all of ANZTopCo’s obligations to Convert the Notes into Ordinary Sharesby undertaking to convert such Notes into Approved Acquirer Ordinary
Shares on any Trigger Event in respect of the Approved Acquirer;(ii)

the Approved Acquirer Ordinary Shares are listed on ASX or another
Recognized Exchange; and(iii)

ANZ, in its sole and absolute discretion, has determined that thearrangements for the issuance of Approved Acquirer Ordinary Shares to
Holders following a Trigger Event are in the best interests of ANZ having
regard also to the interests of the Holders and are consistent with applicablelaw and regulation (including, but not limited to, the guidance of APRA or
any other applicable regulatory authority).

“Approved Acquirer Ordinary Share” means a fully paid ordinary share in thecapital of the Approved Acquirer.
(f)Subject to subsection 10(h), ANZ shall not consolidate with or merge into any
other person or convey, transfer or lease its properties and assets substantially as
an entirety to any person, and ANZ shall not permit any person to consolidate
with or merge into ANZ or convey, transfer or lease its properties and assets
substantially as an entirety to ANZ unless:(Reverse of Security continued on next page)- 44 -

(i)in case ANZ shall consolidate with or merge into another person, orconvey, transfer or lease its properties and assets substantially as anentirety to any person, the person formed by such consolidation or into
which ANZ is merged or the person which acquires by conveyance ortransfer, or which leases, the properties and assets of ANZ substantially as
an entirety shall be a corporation, partnership or trust and shall expressly
assume the due and punctual payment of the prevailing principal amountof and interest on the Notes in accordance with the Conditions and theperformance or observance of every covenant of this Note and the Fiscal
and Paying Agency Agreement applicable to this Note on the part of ANZ
to be performed or observed; provided, however, if such person is notorganized and validly existing under the laws of the Commonwealth ofAustralia or any State of Territory thereof, it must expressly agree (A) to
indemnify the Holder of this Note against any tax, assessment or
governmental charge required to be withheld or deducted from any
payment to such Holder as a consequence of such consolidation, merger,
sale of assets or other transaction and (B) that all payments pursuant tothis Note must be made without withholding or deduction for or on
account of any tax of whatever nature imposed or levied on behalf of thejurisdiction of organization of such successor company or entity, or any
political subdivision or taxing authority thereof or therein, unless such tax
is required by such jurisdiction or any such subdivision or authority to be
withheld or deducted, in which case, such successor company or entity
will increase the relevant interest scheduled to be paid on the Notes bysuch Additional Amounts in order that the net amounts received by theHolder of this Note after such withholding or deduction shall equal theamount which would have been received in respect of this Note in theabsence of such withholding or deduction, subject to the same exceptions
as would apply with respect to the payment by the Issuer of Additional
Amounts in respect of this Note (substituting the jurisdiction oforganization of such successor company or entity for the Commonwealthof Australia), provided, however, that this indemnity shall not apply to
any deduction or withholding imposed or required pursuant to Sections
1471 through 1474 of the Code, any current or future regulations orofficial interpretations thereof, any agreement entered into pursuant to
Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules
or practices adopted pursuant to any intergovernmental agreement enteredinto in connection with the implementation of such Sections of the Code,(Reverse of Security continued on next page)- 45 -

and shall not require the payment of Additional Amounts on account of
any such withholding or deduction; and(ii)

The Issuer has delivered to the Holder of this Note an Officer’s Certificate
and an opinion of counsel, each stating that such consolidation, merger,
lease, conveyance or transfer of assets and, if applicable such amendment
to the Fiscal and Paying Agency Agreement, comply with this Section 10
and that all conditions precedent herein provided for relating to suchtransaction have been complied with.

(g)Upon any such consolidation or merger, or any conveyance, transfer or lease of
the properties and assets of ANZ substantially as an entirety in accordance with
Section 10(f), the successor person formed by such consolidation or into which
ANZ is merged or to which such conveyance, transfer or lease is made shallsucceed to, and be substituted for, and may exercise every right and power of, theIssuer under the Fiscal and Paying Agency Agreement and this Note with thesame effect as if the successor person had been named as the Issuer therein andherein and thereafter, except in the case of a lease, the predecessor person shall be
relieved of all obligations and covenants under the Notes and under the Fiscal andPaying Agency Agreement.

(h)Nothing in this Section 10 shall prevent ANZ from consolidating with or merging
into any other person or conveying, transferring or leasing its properties andassets substantially as an entirety to any person, or from permitting any person to
consolidate with or merge into ANZ or to convey, transfer or lease its properties
and assets substantially as an entirety to ANZ where such consolidation, merger,transfer or lease is:(i)required by APRA (or any statutory manager or similar official appointed
by it) under law and prudential regulation applicable in the
Commonwealth of Australia (including, without limitation, the Banking
Act or the Financial Sector Transfer (Business Transfer and Group
Restructure) Act 1999 of Australia, which terms, as used herein, include
any amendments thereto, rules thereunder and any successor laws,
amendments and rules)); or(ii)

determined by the board of directors of ANZ or by APRA (or any
statutory manager or similar official appointed by it) to be necessary inorder for ANZ to be managed in a sound and prudent manner or for ANZor APRA (or any statutory manager or similar official appointed by it) to(Reverse of Security continued on next page)- 46 -

resolve any financial difficulties affecting ANZ, in each case inaccordance with prudential regulation applicable in the Commonwealthof Australia.
11

If any mutilated Note is surrendered to the Fiscal Agent, the Issuer shall execute,and the Fiscal Agent shall authenticate and deliver in exchange therefor, a new
Note of like form, tenor and prevailing principal amount, bearing a number notcontemporaneously Outstanding.
If there is delivered to the Issuer and the Fiscal Agent (i) evidence to theirsatisfaction of the destruction, loss or theft of any Note and (ii) such security orindemnity as may be required by them to save each of them and any agent of eachof them harmless, then, in the absence of notice to the Issuer or the Fiscal Agentthat such Note has been acquired by a bona fide purchaser, the Issuer shall
execute, and upon its request the Fiscal Agent shall authenticate and deliver, inlieu of any such destroyed, lost or stolen Note a new Note of like form, tenor andprevailing principal amount and bearing a number not contemporaneously
Outstanding.
Upon the issuance of any new Note under this Section 11, the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental chargethat may be imposed in relation thereto and any other reasonable expenses(including the fees and the expenses of the Fiscal Agent) connected therewith.
If any Note which has matured or has been redeemed or repaid or is about tomature or to be redeemed or repaid shall become mutilated, destroyed, lost or
stolen, the Issuer may, instead of issuing a substitute Note, pay or authorize thepayment of the same (without surrender thereof except in the case of a mutilated
Note) upon compliance by the Holder with the provisions of this paragraph.
Every new Note issued pursuant to this Section 11 in lieu of any mutilated,
destroyed, lost or stolen Note, shall constitute an original additional contractual
obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen
Note shall be at any time enforceable by anyone.
Any new Note delivered pursuant to this Section 11 shall be so dated that neither
gain nor loss in interest shall result from such exchange.
The provisions of this Section 11 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or paymentof mutilated, destroyed, lost or stolen Notes.
(Reverse of Security continued on next page)- 47 -

12

Section 11 of the Fiscal and Paying Agency Agreement, which Section is hereby
incorporated mutatis mutandis by reference herein, provides that, with certain
exceptions as therein provided and with the written consent or the affirmative
vote or approval of the Holders of all Outstanding Notes, certain changes may bemade to the terms of the Notes and/or the Fiscal and Paying Agency Agreement.
Those types of changes are (i) changing the date scheduled for the payment ofprincipal of or any interest on any Note, (ii) other than as set out above in relation
to Conversion and Write Off of the Notes following a Trigger Event and theIssuer’s discretion and/or ANZ’s obligation not to pay interest otherwise
scheduled to be paid on the Notes, reducing the principal amount of any Note or
the Interest Rate(s) or methodology for determining any reset Interest Rate, (iii)changing the subordination provisions of a Note or the Conversion or Write Offfeatures (other than adjustments contemplated by the terms of the Notes)
applicable thereto, in a manner adverse to the Holder of the Note, (iv) changing
the coin or currency of any payment on a Note, (v) changing the Issuer’s
obligation to pay Additional Amounts, (vi) shortening the period during whichredemption of the Notes is not permitted or permitting redemption during a period
not previously permitted, (vii) changing the place of payment on a Note, (viii)
reducing the percentage of principal amount of the Notes Outstanding necessary
to modify, amend or supplement the Fiscal and Paying Agency Agreement or theNotes or to make, take or give any request, demand, authorization, direction,
notice, consent, waiver or other action provided in the Fiscal and Paying Agency
Agreement or this Note to be made, taken or given or to waive past noncompliance or future compliance, (ix) reducing the percentage of principal
amount of the Notes Outstanding required to adopt a resolution or the required
quorum at any meeting of Holders at which a resolution is adopted, (x) changing
any obligation of the Issuer to maintain an office or agency in the places and forthe purposes as specified in this Note and Section 9.1 of the Fiscal and Paying
Agency Agreement, or (xi) changing any of the provisions of Section 11.1 of the
Fiscal and Paying Agency Agreement.
Changes to or a waiver of the restrictions on ANZ Ordinary Share Dividends, Buy
Backs and Capital Reductions set forth in Section 3 may be made if approved by aSpecial Resolution. As used herein: “Special Resolution” means either (i) aresolution passed at a meeting of Holders by at least 75% of the votes validly castby Holders in person or by proxy and entitled to vote on the resolution at a
meeting at which a quorum of Holders is present or (ii) the written consent of
Holders representing at least 75% of the aggregate principal amount of the Notes
Outstanding.
(Reverse of Security continued on next page)- 48 -

The following do not require any approval by Holders: (i) amending the terms of
the Notes and the Fiscal and Paying Agency Agreement in connection with an
Approved Acquisition Event in the manner set out herein, (ii) curing any
ambiguity or curing, correcting or supplementing any defective provision, or
modifying the Fiscal and Paying Agency Agreement or the Notes in any manner
determined by the Issuer and the Fiscal Agent to be consistent with the Notes andnot adverse to the interest of any Holder of Notes and (iii) evidencing andproviding for the acceptance of appointment of a successor or successors to theAgent and/or the Paying Agent, Transfer Agent, Calculation Agent and Registrar,
as applicable. Further, subject to receiving APRA’s prior written approval, ANZ
may, by notice to Holders (a “Branch Change Notice”), change the branchthrough which it acts in respect of the Notes to another branch of ANZ in any
jurisdiction, including in Australia with effect from the date specified in thenotice. ANZ will not change the branch through which it acts in respect of theNotes to a branch in a jurisdiction where it would be illegal by the laws of thatjurisdiction to have the Notes on issue or to perform its obligations in respect of
the Notes. A Holder has no right to require ANZ to give a Branch Change Notice.
Any other modification or amendment to the Fiscal and Paying Agency
Agreement or the Notes and any other waiver of covenants set out in the Fiscal
and Paying Agency Agreement or the Notes shall require the written consent of
the Holders of at least a majority of the aggregate principal amount of the Notes
at the time Outstanding or the adoption of a resolution at a meeting at which aquorum of Holders is present by a majority of the aggregate principal amount of
the Notes then Outstanding represented at the meeting.
Notwithstanding any other provision in this Section 12, the prior written approvalof APRA is required to modify, amend or supplement these Conditions or to giveconsents or waivers in respect of the Notes or take other actions where suchmodification, amendment, supplement, consent, waiver or other action describedabove may affect the eligibility of the Notes as Additional Tier 1 Capital. Thisapplies regardless of whether such action would require Holder approval.
13

Each Holder of this Note or an interest therein, by acceptance of this Note or suchinterest in this Note, agrees to provide the Fiscal Agent with the Noteholder Tax
Identification Information and Noteholder FATCA Information (as defined
below). If the Fiscal Agent determines that the Holder of this Note or beneficial
interest therein has failed to provide such information, the Issuer shall at its sole
option, pursuant to this Section 13, amend the terms of this Note or of the Fiscal
and Paying Agency Agreement to enable the Issuer to achieve FATCA(Reverse of Security continued on next page)- 49 -

Compliance (as defined below) provided that the prior written approval of APRA
is required to modify, amend or supplement the terms of the Notes or the Fiscal
and Paying Agency Agreement or to give consents or waivers or take otheractions where such modification, amendment, supplement, consent, waiver orother action described above may affect the eligibility of the Note as Additional
Tier 1 Capital regardless of whether such action would require Holder approval.
In addition, the Holder of this Note, by acceptance of this Note, understands andacknowledges that the Fiscal Agent has the right, under this Section 13 and the
Fiscal and Paying Agency Agreement, to withhold interest payable with respect
to this Note (without any corresponding gross-up) on any beneficial owner of aninterest in this Note who fails to comply with the foregoing requirements.
“Noteholder FATCA Information” means information sufficient to eliminate theimposition of U.S. withholding tax under FATCA.
“Noteholder Tax Identification Information” means properly completed andsigned tax certifications (generally, in the case of U.S. Federal Income Tax, IRS
Form W-9 (or applicable successor form) in the case of a person that is a “UnitedStates Person” within the meaning of Section 7701(a)(30) of the Code or theappropriate IRS Form W-8 (or applicable successor form) in the case of a personthat is not a “United States Person” within the meaning of Section 7701(a)(30) of
the Code).
“FATCA Compliance” means the requirement that foreign financial institutions,
including any foreign subsidiaries of U.S.-based organizations, take allappropriate steps to comply with FATCA, including but not limited to:(a)entering into an Foreign Financial Institution Agreement with the UnitedStates Internal Revenue Service (“IRS”) which states an intent to comply
with FATCA;(b)

implementing adequate due diligence procedures on new and existingaccounts to classify account Holders or investors as U.S. or non-U.S.;(c)

withholding 30% in U.S. taxes when individuals fail to provide
appropriate documentation or when undertaking business with nonFATCA compliant entities; and(d)reporting account information directly to the IRS or indirectly through therelevant national government in the applicable country.
(Reverse of Security continued on next page)- 50 -

14

Notices to be given to Holders of Notes issued in global form will be given only
to the Clearing System Holder, in accordance with its applicable policies as ineffect from time to time. Notices to be given to Holders of Notes not issued in
global form will be sent by mail to the respective addresses of the Holders as they
appear in the Fiscal Agent’s records, and will be deemed given when mailed.
Neither the failure to give any notice to a particular Holder, nor any defect in a
notice given to a particular Holder, will affect the sufficiency of any notice given
to another Holder.

15

Each Holder shall, by its purchase and acceptance of such Note, acknowledge,
agree to be bound by, and consent to, the same provisions specified herein to thesame extent as the Holders that acquire the Notes upon their initial issuance.

16

This Note and the Fiscal and Paying Agency Agreement will be governed by, andconstrued in accordance with, the laws of the State of New York without reference
to the State of New York principles regarding conflicts of laws, except as toauthorization and execution by the Issuer of these documents and except for theprovisions of Sections 7, 9 and 10 hereof, and Schedule A hereto and Section 11.7
and Section 12 of the Fiscal and Paying Agency Agreement, (the “Victorian Law
Matters”), which in each case are governed by and shall be construed in accordancewith the laws of the State of Victoria and the Commonwealth of Australia.
The courts of the Borough of Manhattan, The City of New York, New York are tohave jurisdiction to settle any disputes that may arise out of or in connection with
the Notes and the Fiscal and Paying Agency Agreement and accordingly any legal
action or proceedings arising out of or in connection with the Notes and the Fiscal
and Paying Agency Agreement (including any legal action or proceedings relating
to non-contractual obligations arising out of or in connection with them)(“Proceedings”) may be brought in such courts. The Issuer and ANZ have in the
Fiscal and Paying Agency Agreement each irrevocably submitted to the nonexclusive jurisdiction of the courts of the Borough of Manhattan, The City of New
York, New York in respect of any such Proceedings and to the jurisdiction of theState of Victoria and the Commonwealth of Australia in respect of any
Proceedings relating to Victorian Law Matters.
The Issuer and ANZ have each appointed Australia and New Zealand Banking
Group Limited, New York branch, with its offices at 277 Park Avenue, New
York, New York, 10172, as its agent for service of process in the City of New
York in connection with any Proceedings in the City of New York, New York.

(Reverse of Security continued on next page)- 51 -

17

So long as any of the Notes remain Outstanding and are “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, ANZ covenants
and agrees that it shall, for the benefit of the Holders or any holder of a bookentry interest in such Notes designated by the registered holder thereof, during
any period in which the Issuer is neither subject to Section 13 or 15(d) of the
Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) under the
Exchange Act, make available to such Holders (or any beneficial owner of abook-entry interest in such Notes designated by the Holder thereof) in connection
with any sale thereof and to any prospective purchaser of Notes or a book-entry
interest in Notes designated by such Holder, in each case upon the request of such
persons, the information required to be delivered pursuant to Rule 144A(d)(4)under the Securities Act.

(Reverse of Security continued on next page)- 52 -

Schedule A
SCHEDULE OF CONVERSION MECHANICS
1

CONVERSION
If ANZ must Convert a Principal Amount of a Note, or any part thereof, in
accordance with the terms hereof, then, subject to this Schedule A and Section 9,
the following provisions apply (provided, in all cases, that where a Note isrequired to be Converted only in part, references in this Schedule A to the “Note”
shall be taken to be references to the “Affected Note” as defined in Section 9(k)):(a)

Each Note will be automatically transferred free from any encumbrance to
TopCo on the Trigger Event Conversion Date;(a)(b) ANZ TopCo will allot and issue on the Trigger Event Conversion Date anumber of Ordinary Shares in respect of the Principal Amount (as defined
below) of that Note (or part thereof) equal to the lower of (i) the Conversion
Number and (ii) the Maximum Conversion Number,where the “Conversion Number” is a number calculated according to thefollowing formula:
Principal Amount

Conversion Number = (99% × VWAP)
where:“Principal Amount” means in relation to a Note the prevailing principal
amount of that Note at the relevant time or the relevant proportion thereof
to be Converted, as applicable“VWAP” means the VWAP (expressed in U.S. dollars) during the VWAP
Periodand where the“Maximum Conversion Number” means a number calculated according to
the following formula:
Maximum Conversion Number =Principal AmountIssue Date VWAP x 0.2(b)(c) on the Trigger Event Conversion Date, the rights of each Holder (including
to payment of interest with respect to such Principal Amount) in relation toeach Note or portion thereof that is being Converted will be immediately and(Reverse of Security continued on next page)- 53 -

irrevocably terminated automatically transferred to TopCo for an amountequal to the Principal Amount of that Note that is being Converted and ANZ
TopCo will apply that Principal Amount by way of payment for subscription
for the Ordinary Shares to be allotted and issued under Section l(a)(f) of thisSchedule A. Each Holder is taken to have irrevocably directed that any
amount scheduled to be paid under Section 1 of this Schedule A is to be
applied as provided for in Section 1 of this Schedule A and no Holder of theNote has any right to payment in any other way;(c)(d) any calculation under Section 1(a) of this Schedule A shall be, unless thecontext requires otherwise, rounded to four decimal places provided that if
the total number of additional Ordinary Shares to be allotted to a Holder of
the Note in respect of the aggregate Principal Amount of the Notes it holds
which is being Converted includes a fraction of an Ordinary Share, thatfraction 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, Australia time) on the Trigger
Event Conversion Date (unless another time is required for Conversion onthat date). At that time all other rights conferred or restrictions imposed onthat Note under the terms hereof will no longer have effect to the extent of
the Principal Amount of that Note being Converted (except for the right toreceive the Ordinary Shares as set forth in this Section 1 and Section 9); and(d)(f) as agreed between, amongst others, TopCo and ANZ under the
Implementation Deed, TopCo, ANZ and their Related Entities will deal with
the Notes being Converted so that they are converted into ANZ Ordinary
Shares and terminated (the “Related Conversion Steps”).
2

ADJUSTMENTS TO VWAPFor the purposes of calculating VWAP in the terms hereof:(a)where, on some or all of the Trading Days in the relevant VWAP Period,
Ordinary Shares have been quoted on the ASX as cum dividend or cum
any other distribution or entitlement and the relevant Principal Amount of
the Notes will Convert into Ordinary Shares after the date those Ordinary
Shares no longer carry that dividend or any other distribution orentitlement, then the VWAP on the Trading Days on which thoseOrdinary Shares have been quoted cum dividend or cum any other
distribution or entitlement shall be reduced by an amount (“Cum Value”)
equal to:(Reverse of Security continued on next page)- 54 -

(b)

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 or other
distribution under Section 2(a)(i) above which is traded on the ASX
on any of those Trading Days) the volume weighted average saleprice of all such entitlements sold on the ASX during the VWAP
Period on the Trading Days on which those entitlements weretraded; or(iii)(in the case of any other entitlement which is not traded on the ASX
during the VWAP Period) the value of the entitlement as reasonably
determined by the directors of ANZ; andwhere, on some or all of the Trading Days in the VWAP Period,
Ordinary Shares have been quoted on the ASX as ex dividend or ex any
other distribution or entitlement, and the relevant Principal Amount of
the Notes will Convert into Ordinary Shares which would be entitled toreceive the relevant dividend or other distribution or entitlement, the
VWAP on the Trading Days on which those Ordinary Shares have beenquoted ex dividend or ex any other distribution or entitlement shall be
increased by the Cum Value.

ADJUSTMENTS TO VWAP FOR DIVISIONS AND SIMILAR
TRANSACTIONS(a)

Where during the relevant VWAP Period there is a change in the numberof the Ordinary Shares in 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 holders of Ordinary
Shares) (a “Reorganization”), in calculating the VWAP for that VWAP
Period the daily VWAP applicable on each day in the relevant VWAP
Period which falls before the date on which trading in Ordinary Shares isconducted on a post Reorganization basis shall be adjusted bymultiplying such daily VWAP by the following formula:(Reverse of Security continued on next page)- 55 -

A
B
where:“A” means the aggregate number of Ordinary Shares immediately before
the Reorganization; and“B” means the aggregate number of Ordinary Shares immediately after the
Reorganization.
(b)

4

Any adjustment made by ANZ in accordance with Section 3(a) of thisSchedule A will, absent manifest error, be effective and binding on
Holders under these terms and these terms will be construed accordingly.
Any such adjustment must be promptly notified to all Holders.

ADJUSTMENTS TO ISSUE DATE VWAPFor the purposes of determining the Issue Date VWAP, corresponding
adjustments to VWAP will be made in accordance with Section 2 and Section 3of this Schedule A during the 20 Trading Day period over which VWAP iscalculated for the purposes of determining the Issue Date VWAP. On and fromthe Issue Date adjustments to the Issue Date VWAP:

5(a)may be made in accordance with Sections 5 to 7 of this Schedule A(inclusive); and(b)

if so made, will cause an adjustment to the Maximum Conversion
Number.

ADJUSTMENTS TO ISSUE DATE VWAP FOR BONUS ISSUES(a)

Subject to Section 5(b) of this Schedule A below, if at any time after theIssue Date ANZ TopCo makes a pro rata bonus issue of Ordinary Sharesto holders of Ordinary Shares generally, the Issue Date VWAP will be
adjusted immediately in accordance with the following formula:
V

=

Vo x

RD
RD+RN

where:“V” means the Issue Date VWAP applying immediately after theapplication of this formula;(Reverse of Security continued on next page)- 56 -

“Vo” 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; and“RD” means the number of Ordinary Shares in issue immediately prior to
the allotment of new Ordinary Shares pursuant to the bonus issue.

6(b)Section 5(a) of this Schedule A does not apply to Ordinary Shares issued
as part of a bonus share plan, employee or executive share plan,
executive option plan, share top up plan, share purchase plan or adividend reinvestment plan.

(c)

For the purpose of Section 5(a) of this Schedule A, an issue will be
regarded as a pro rata issue notwithstanding that ANZ TopCo does notmake offers to some or all holders of Ordinary Shares with registeredaddresses outside Australia, provided that in so doing ANZ TopCo is notin contravention of the ASX Listing Rules.

(d)

No adjustments to the Issue Date VWAP will be made under this Section
5 of this Schedule A for any offer of Ordinary Shares not covered by
Section 5(a) of this Schedule A, including a rights issue or otheressentially pro rata issue.

(e)

The fact that no adjustment is made for an issue of Ordinary Shares
except as covered by Section 5(a) of this Schedule A shall not in any way
restrict ANZ TopCo from issuing Ordinary Shares at any time on suchterms as it sees fit 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 Reorganization occurs, ANZ shalladjust the Issue Date VWAP by multiplying the Issue Date VWAP
applicable on the Trading Day immediately before the date of any such
Reorganization by the following formula:A
B
where:(Reverse of Security continued on next page)- 57 -

“A” means the aggregate number of Ordinary Shares immediately before
the Reorganization; and“B” means the aggregate number of Ordinary Shares immediately after
the Reorganization.

7(b)

Any adjustment made by ANZ in accordance with Section 6(a) of thisSchedule A will, absent manifest error, be effective and binding on
Holders under these terms and these terms will be construed accordingly.

(c)Each Holder acknowledges that ANZ TopCo may, consolidate, divide orreclassify securities so that there is a lesser or greater number of Ordinary
Shares at any time in its absolute discretion without any such action
requiring any consent or concurrence of any Holders.

NO ADJUSTMENT TO ISSUE DATE VWAP IN CERTAIN
CIRCUMSTANCES
Despite the provisions of Section 5 and Section 6 of this Schedule A, noadjustment shall be made to the Issue Date VWAP where such adjustment(rounded if applicable) would be less than one percent of the Issue Date VWAP
then in effect.

8

ANNOUNCEMENT OF ADJUSTMENT TO ISSUE DATE VWAP
ANZ will notify the Holder of Notes (an “Adjustment Notice”) of any adjustment
to the Issue Date VWAP under this Schedule A within 10 Trading Days of ANZ
determining the adjustment and the adjustment set out in the announcement will
be final and binding.

9

ORDINARY SHARES
Each Ordinary Share issued or arising upon Conversion ranks pari passu with allother fully paid Ordinary Shares. The Holders agree not to trade Ordinary Sharesissued on Conversion (except as permitted by the Corporations Act, otherapplicable laws, the ASX Listing Rules or, following an Approved Acquisition
Event, any listing rules of any applicable Recognized Exchange) until ANZ
TopCo has taken such steps as are required by the Corporations Act, otherapplicable laws, the ASX Listing Rules and/or, following an Approved
Acquisition Event, any listing rules of any applicable Recognized Exchange, for
the Ordinary Shares to be freely tradeable without such further disclosure or otheraction and agree to allow ANZ TopCo to impose a holding lock or to refuse toregister a transfer in respect of Ordinary Shares until such time.
(Reverse of Security continued on next page)- 58 -

10

LISTING ORDINARY SHARES ISSUED ON CONVERSIONANZ TopCo shall use all reasonable endeavors to list the Ordinary Shares issued
upon Conversion of the Notes on the ASX (or, following an Approved
Acquisition Event, the relevant Recognized Exchange).

11

TRANSITIONAL PROVISIONSFor the purposes of Sections 2 to 6 of this Schedule A (inclusive):

1112

(i)

where any part of a VWAP Period has commenced before the date on
which the substitution of an Approved Acquirer takes effect, in respect ofsuch part of the VWAP Period, each reference to Ordinary Shares and to
TopCo in clauses Sections 2 and 3 of this Schedule A and the definition
of VWAP and VWAP Period shall be taken to be a reference to ANZ
Ordinary Shares and ANZ; and(j)each reference in Sections 5 and 6 of this Schedule A and the definitionof “Reorganization” to Ordinary Shares and to TopCo shall be read as areference to ANZ Ordinary Shares and ANZ in respect of any pro rata
bonus issue of shares or Reorganization occurring before the date on
which the substitution of an Approved Acquirer takes effect.

DEFINITIONS
For the purposes of this Schedule A the following terms shall have the following
meanings:“ASX Operating Rules” means the market operating rules of the ASX as
amended, varied or waived (whether in respect of ANZ, TopCo or generally) fromtime to time.
“ASX” means ASX Limited (ABN 98 008 624 691) or the securities market
operated by it, as the context requires, or any successor.
“Implementation Deed” means the deed titled “ANZ 6.750% Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities
Implementation Deed” entered into between, amongst others, TopCo and ANZ onor about 16 December 2022.
“Issue Date VWAP” means the VWAP during the Issue Date VWAP Period;“Issue Date VWAP Period” means the period of 20 Trading Days on which
trading in ANZ Ordinary Shares took place immediately preceding (but not(Reverse of Security continued on next page)- 59 -

including) the Issue Date, as adjusted in accordance with Sections 5 to 7
(inclusive) of this Schedule A.
“Related Conversion Steps” has the meaning given in Section 1(f) of thisSchedule A.
“Tax Act” means:(i)the Income Tax Assessment Act 1936 of Australia or the Income Tax
Assessment Act 1997 of Australia as the case may be and a reference to
any Section of the Income Tax Assessment Act 1936 of Australia includes
a reference to that Section as rewritten in the Income Tax Assessment Act
1997 of Australia; and(ii)

any other Act setting the rate of income tax payable and any regulation
promulgated under it.

“VWAP” means the arithmetic average of the daily volume weighted average saleprices (such average being rounded to the nearest full cent) of Ordinary Shares
sold on ASX during the VWAP Period or on the relevant days (with each suchdaily price (if applicable, as adjusted in accordance with Sections 2 and 3 of thisSchedule A) converted into U.S. dollars on the basis of the spot rate for the sale of
the Australian dollar against the purchase of U.S. dollars in the New York foreignexchange market quoted by any leading international bank selected by ANZ on
the relevant day of calculation) but does not include any “Crossing” transacted
outside the “Open Session State” or any “Special Crossing” transacted at any
time, each as defined in the ASX Operating Rules, or any overseas trades ortrades pursuant to the exercise of options over Ordinary Shares.
“VWAP Period” means:(i)the period of 5 Trading Days on which trading in Ordinary Shares took
place immediately preceding (but not including) the Trigger Event
Conversion Date; or(ii)

in the case of the Issue Date VWAP, the Issue Date VWAP Period.

.

(Reverse of Security continued on next page)- 60 -

Schedule B
SCHEDULE OF ADJUSTMENTS
Initial Principal Amount: U.S.$442,754,000
Dateadjustment
made

Principal
amountincrease

Principal
amountdecrease

Principal
amountfollowing
adjustment(Reverse of Security continued on next page)-1-

Notation madeon behalf oftheRegistrar