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

EUR750,000,000 0.669 per cent Subordinated Notes due 5 May 2031
(ASX: ANZHBB) (“Subordinated Notes”) – Notice of substitution ofApproved NOHC
Attached is a Notice of substitution of Approved NOHC (to which the amended
Terms and Conditions of the Subordinated Notes are attached) given to holders ofSubordinated Notes under clause 5D.3 of the Terms and Conditions of theSubordinated Notes as set out in the US$60,000,000,000 Euro Medium Term
Note Programme prospectus dated 20 November 2020.
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 MEANINGOR CONTENT OF THIS NOTICE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND
LEGAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR,ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER
IMPORTANT NOTICE TO THE HOLDERS OF
GBP 500,000,000 1.809 per cent. Subordinated Notes due 16 September 2031
(ISIN: XS2353399780);
EUR 750,000,000 0.669 per cent. Subordinated Notes due 5 May 2031
(ISIN: XS2294372169);
AUD 330,000,000 3.00 per cent. Subordinated Notes due 17 December 2040
(ISIN: XS2273246350);
and
AUD 195,000,000 2.92 per cent. Subordinated Notes due 22 December 2040
(ISIN: XS2276590507),(the "Securities")
issued pursuant to the Australia and New Zealand Banking Group Limited (ABN 11 005 357 522)
US$60,000,000,000 Euro Medium Term Note Programme (the "Programme")
NOTICE IS HEREBY GIVEN to the holders of the Securities as follows:
16 December 2022.
1

Australia and New Zealand Banking Group Limited (the "Issuer") refers to the terms andconditions applicable to the Securities set out in the Information Memorandum dated 20
November 2020, as amended and supplemented by:(a)the Pricing Supplement for GBP 500,000,000 1.809 per cent. Subordinated Notes due 16
September 2031, dated 14 June 2021;(b)

the Pricing Supplement for the EUR 750,000,000 0.669 per cent. Subordinated Notes due
5 May 2031, dated 3 February 2021;(c)

the Pricing Supplement for the AUD 330,000,000 3.00 per cent. Subordinated Notes due
17 December 2040 dated 15 December 2020 and amended on 17 December 2020; or(d)the Pricing Supplement for the AUD 195,000,000 2.92 per cent. Subordinated Notes due
22 December 2040 dated 21 December 2020,(as applicable) (“Terms”) and the Amended and Restated Agency Agreement dated 20
November 2020 (as further amended and/or supplemented and/or restated, the "Agency
Agreement") between (amongst others) the Issuer and Deutsche Bank AG, London Branch as
fiscal agent, calculation agent, paying agent and transfer agent and Deutsche Bank Trust
Company Americas and Deutsche Bank Luxembourg S.A. as registrar and transfer agent. All
words and expressions defined in the Terms or Agency Agreement have the same meanings inthis notice.
2

This notice is given to holders of Securities in accordance with Condition 5D.3 of the Terms.

Background3

As announced on 26 October 2022, the Issuer intends to proceed with the establishment of anon-operating 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 beestablished by a scheme 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, tosubstitute the NOHC as issuer of ordinary shares on Conversion, where certain conditions are
met. Those conditions were met with the approval of the Scheme at the Scheme Meeting.

5

The Issuer 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
and has confirmed that the Securities will continue to be eligible for inclusion as Tier 2 Capitalof the Issuer.

7

The approval of holders is not required for the Restructure or to amend the Terms. A holder
does not need 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
automatically transferred 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 inaccordance with the Amended 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 takeeffect.

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

Signed on behalf the Issuer:
By:

Adrian Went, Attorney

SCHEDULE – AMENDED TERMSSCHEDULE A
TERMS AND CONDITIONS OF THE NON PR NOTESThe following is the text of the terms and conditions that, subject to completion and amendment and as
supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall beapplicable to the Notes of each Series. Either (i) the full text of these conditions together with theapplicable provisions of the relevant Pricing Supplement or (ii) these conditions as so completed (andsubject to simplification by the deletion of non-applicable provisions), shall be endorsed on all Bearer
Notes in definitive form or on the Certificates relating to Registered Notes in definitive form. The
following are also the Terms and Conditions of the Notes which will be applicable to each VPS Note.
VPS Notes will not be evidenced by any physical note or document of title other than statements ofaccount made by the VPS. Ownership of VPS Notes will be recorded and transfer effected only throughthe book entry system and register maintained by the VPS. The applicable Pricing Supplement (or the
relevant provisions thereof) will be in the case of VPS Notes, deemed to apply to any such Notes. Wording
which appears in italics in the text does not form part of the terms and conditions.
This Note is one of a Series (as defined below) of Notes issued by either Australia and New Zealand
Banking Group Limited ("ANZBGL"), ANZ Bank New Zealand Limited ("ANZ New Zealand") or
ANZ New Zealand (Int'l) Limited, acting through its London branch ("ANZNIL"), as specified in therelevant Pricing Supplement. References herein to the "Issuer" shall be references to the party specified
as "Issuer" in the Pricing Supplement for this Note, and references to "Issuers" shall be to ANZBGL,ANZ New Zealand and ANZNIL. References herein to "Notes" shall be references to the Notes of thisSeries.
The Notes (other than VPS Notes (as defined below)) are issued pursuant to an Amended and RestatedAgency Agreement dated 20 November 2020 (as further amended and/or supplemented and/or restatedas at the Issue Date of the Notes, the "Agency Agreement") between the Issuers, ANZ New Zealand as
guarantor of the Notes issued by ANZNIL (the "Guarantor"), Deutsche Bank AG, London Branch as
fiscal agent, calculation agent, paying agent and transfer agent and Deutsche Bank Trust Company
Americas and Deutsche Bank Luxembourg S.A. as registrar and transfer agent and with the benefit of a
Deed of Covenant dated 20 November 2020 (the "Deed of Covenant") executed by the Issuers in relation
to the Notes. VPS Notes will be issued in accordance with and subject to a trust agreement (such trust
agreement as amended and/or supplemented and/or restated from time to time, the "VPS Trustee
Agreement") dated 17 May 2018 made between the Issuer and Nordic Trustee AS (the "VPS Trustee",which expression shall include any successor as VPS Trustee). The VPS Trustee acts for the benefit of
the holders for the time being of the VPS Notes, in accordance with the provisions of the VPS Trustee
Agreement and these Terms and Conditions. The fiscal agent, paying agents, the registrar, the transfer
agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the"Fiscal Agent", the "Paying Agents" (which expression shall include the Fiscal Agent, and, if applicable,
the CMU Lodging Agent and the CMU Paying Agent, for the time being appointed under Condition
6(e)), the "Registrar", the "Transfer Agents" and the "Calculation Agent(s)". The Guarantor has, forthe benefit of the holders from time to time of the Notes issued by ANZNIL, executed and delivered aDeed of Guarantee dated 20 November 2020 (as amended and/or supplemented and/or restated from time
to time, the "Deed of Guarantee") under which it has unconditionally and irrevocably guaranteed thedue and punctual payment of all amounts due by ANZNIL under or in respect of the Notes issued by
ANZNIL as and when the same shall become due and payable. Copies of the Agency Agreement, theDeed of Covenant and the Deed of Guarantee are available for inspection at the specified offices of eachof the Paying Agents (if more than one), the Registrar and the Transfer Agents. Copies of the VPS
Agency Agreement and the VPS Trustee Agreement will be available for inspection during normal
business hours at the specified office of the VPS Agent and at the registered office for the time being of
the VPS Trustee.
The Noteholders, the holders (the "Couponholders") of the interest coupons (the "Coupons")
appertaining to interest-bearing Notes in bearer form and, where applicable in the case of such Notes,
talons for further Coupons (the "Talons") and the holders (the "Receiptholders") of the receipts for thepayment of instalments of principal (the "Receipts") relating to Notes in bearer form of which theprincipal is payable in instalments are bound by and are deemed to have notice of all of the provisions of
the Agency Agreement, the Deed of Covenant, the VPS relevant Agency Agreement as defined below,
the VPS Trustee Agreement and the Deed of Guarantee applicable to them.
1Each issue of VPS Notes will have the benefit of a VPS Agency Agreement (such VPS Agency
Agreement as amended and/or supplemented and/or restated from time to time, the (the "VPS Agency
Agreement") between the Issuer and an agent (the "VPS Agent") who will act as agent of the Issuer inrespect of all dealings with the VPS in respect of VPS Notes as provided in the relevant VPS Agency
Agreement. References herein to the VPS Agency Agreement shall be to the relevant VPS Agency
Agreement entered into in respect of each issue of VPS Notes.
As used herein, "Tranche" means Notes which are identical in all respects (including as to listing) and"Series" means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i)expressed to be consolidated and form a single Series and (ii) are identical in all respects (including as
to listing) except for the respective Issue Dates, Interest Commencement Dates and/or Issue Prices.
Except in the case of a VPS Note, the Pricing Supplement for this Note (or the relevant provisions thereof)is endorsed on this Note and completes these Conditions and may specify other terms and conditions
which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace ormodify these Conditions for the purposes of this Note. References herein to the "Pricing Supplement"
are, except in the case of a VPS Note, to the Pricing Supplement (or the relevant provisions thereof)
endorsed on this Note. In the case of a VPS Note, references herein to the "Pricing Supplement" are to
the Pricing Supplement (or the relevant provisions thereof) provided to the VPS Agent, the VPS Trustee
and the VPS in connection with such VPS Notes.
Words and expressions defined in the Agency Agreement, the VPS Agency Agreement or the VPS
Trustee Agreement or used in the Pricing Supplement shall have the same meanings where used in these
Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the eventof inconsistency between the Agency Agreement, the VPS Agency Agreement or the VPS Trustee
Agreement and the Pricing Supplement, the Pricing Supplement will prevail.
1.

Form, Denomination and Title

The Notes are issued (i) in bearer form ("Bearer Notes") (ii) in registered form ("Registered Notes") or(iii) in uncertificated and dematerialised book entry form registered in the Norwegian Central Securities
Depository, Verdipapirsentralen ASA or VPS ("VPS Notes" and the "VPS", respectively), in each casein the Specified Currency and the Specified Denomination(s). All Registered Notes shall have the sameSpecified Denomination. A Subordinated Note cannot be a VPS Note. "Specified Denomination" means
the amount specified as such in (or calculated in accordance with the provisions of) the relevant Pricing
Supplement as it may be adjusted, in the case of the Subordinated Notes, in accordance with Condition
5A.4.
This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, a Range Accrual Note, anIndex Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency
Note, a Subordinated Note, a combination of any of the foregoing or any other relevant type of Note (aspermitted by these Conditions), depending upon the Interest Basis or Redemption/Payment Basis shownin the Pricing Supplement. Notes issued as Subordinated Notes must not be Zero Coupon Notes, Range
Accrual Notes, Inverse Floating Rate Notes, Index Linked Interest Notes, Index Linked Redemption
Notes, Instalment Notes, Dual Currency Notes, CMS Rate Notes or any combination of any of theforegoing.
Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon)
attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation
to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable.
Instalment Notes are issued with one or more Receipts attached.
Registered Notes are represented by registered certificates ("Certificates") and, save as provided in
Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder.
Title to the Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery. Title to theRegistered Notes shall, subject to mandatory rules of law, pass by registration in the register that theIssuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency
Agreement (the "Register"). Except as ordered by a court of competent jurisdiction or as required bylaw, the holder (as defined below) of any Certificate, Note, Receipt, Coupon or Talon shall be deemed
to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless2

of any notice of ownership, trust or interest in it, any writing on it (or on the Certificate representing it)
or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder.
Title to VPS Notes will pass by registration in the registers between the direct or indirect accountholders
at the VPS in accordance with the Norwegian Securities Registry Act of 5th July, 2002 (No.
verdipapirregisterloven) (the "VPS Act") and the rules and procedures of the VPS. The holder of a VPS
Note will be the person evidenced as such by a book entry in the records of the VPS. The person
evidenced (including any nominee) as a holder of the VPS Notes shall be treated as the holder of such
VPS Notes for the purposes of payment of principal or interest on such Notes and for all other purposes.
The expressions "Noteholders" and "holder of Notes" and related expressions shall, in each case, be
construed accordingly. Any references in these Terms and Conditions to Coupons, Talons,
Couponholders, Global Notes, Bearer Notes, Certificates, Receipts, Receiptholders, Registered Global
Notes, Registered Notes, Bearer Global Notes, Permanent Global Notes, Temporary Global Notes andNotes in definitive form (or, in each case, similar expressions) shall not apply to VPS Notes.
In these Conditions, "Noteholder" means the bearer of any Bearer Note and the Receipts relating to it or
the person in whose name a Registered Note is registered or in relation to any VPS Notes, is to beconstrued as provided above in this Condition 1 (as the case may be), "Unsubordinated Noteholder"means the Noteholder of a Unsubordinated Note and the Receipts relating to it, "SubordinatedNoteholder" means the Noteholder of a Subordinated Note issued by ANZBGL and the Receipts relating
to it, and "holder" (in relation to a Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note,
Receipt, Coupon or Talon or the person in whose name a Registered Note is registered or in relation to
any VPS Notes, is to be construed as provided above in this Condition 1 (as the case may be).
2.

Exchange and Transfers of Notes(a)

Exchange of Notes

Registered Notes may not be exchanged for Bearer Notes and vice versa. Bearer Notes of one Specified
Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Notes (otherthan VPS Notes) may not be exchanged for VPS Notes and vice versa.
(b)Transfer of Registered Notes

Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any
Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with theform of transfer endorsed on such Certificate duly completed and executed and such other evidence as
the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holdingof Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee inrespect of the part transferred and a further new Certificate in respect of the balance of the holding nottransferred shall be issued to the transferor.
(c)Exercise of Options or Partial Redemption in Respect of Registered Notes

In the case of an exercise of an Issuer's or Noteholder's option in respect of, or a partial redemption of, aholding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to theholder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In
the case of a partial exercise of an option resulting in Registered Notes of the same holding having
different terms, separate Certificates shall be issued in respect of those Notes of that holding that havethe same terms. New Certificates shall only be issued against surrender of the existing Certificates to theRegistrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is alreadya holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued
against surrender of the Certificate representing the existing holding.
(d)Delivery of New Certificates

Each new Certificate to be issued pursuant to Condition 2(b) or (c) shall be available for delivery fivebusiness days after receipt of the request for exchange, form of transfer or Exercise Notice or surrenderof the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of
the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such request
for exchange, form of transfer, Exercise Notice or Certificate shall have been made or, at the option of
the holder making such delivery or surrender as aforesaid and as specified in the relevant request for3exchange, form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at therisk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder
requests otherwise and pays in advance to the relevant Agent (as defined in the Agency Agreement) thecosts of such other method of delivery and/or such insurance as it may specify. In this Condition 2(d),"business day" means a day, other than a Saturday or Sunday, on which banks are open for business in
the location of the specified office of the Registrar or the relevant Transfer Agent (as the case may be).
(e)

Exchange Free of Charge

Exchange and transfer of Notes and Certificates on registration, transfer, partial redemption or exercise
of an option shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer
Agents, but upon payment of any tax, duty or other governmental charges that may be imposed in relation
to it (or the giving of such indemnity as the Issuer, the Registrar or the relevant Transfer Agent may
require).
(f)

Closed Period

No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15days ending on the due date for redemption of, or payment of any Instalment Amount in respect of, that
Note, (ii) during the period of 15 days before any date on which Notes may be called for redemption by
the Issuer at its option pursuant to Condition 5(e), (iii) after any such Note has been called for redemptionor (iv) during the period of seven days ending on (and including) any Record Date.
3.

Status and Guarantee

The Notes may be unsubordinated Notes ("Unsubordinated Notes") or, where the Issuer is ANZBGL,
subordinated Notes ("Subordinated Notes") as specified in the relevant Pricing Supplement.
None of the Notes are deposit liabilities or protected accounts of ANZBGL for the purposes of the
Banking Act 1959 of Australia (the "Banking Act").
(a)Unsubordinated Notes

The Unsubordinated Notes and the Receipts and Coupons relating to them constitute direct,
unconditional and unsecured obligations of the Issuer and (save for certain debts of the Issuer required
to be preferred by law, including but not limited to, where the Issuer is ANZBGL, those referred to in
Division 2 and 2AA of Part II of the Banking Act and section 86 of the Reserve Bank Act 1959 ofAustralia) rank pari passu among themselves and equally with all other unsubordinated, unsecured
obligations of the Issuer.
The debts which are preferred by law to the claim of a Noteholder in respect of a Note, including byvirtue of the provisions referred to in the above paragraph of Condition 3, will be substantial and are
not limited by the Conditions of the Notes. Without limitation to other applicable laws, in the case ofNotes issued by ANZBGL, section 13A(3) of the Banking Act provides that, in the event ANZBGL becomesunable to meet its obligations or suspends payment, its assets in Australia are to be available to meet
ANZBGL's liabilities in the following order: (i) liabilities to the Australian Prudential Regulation
Authority ("APRA") in respect of any payments that APRA makes or is liable to make to (A) holders ofprotected accounts under the Banking Act or (B) a body corporate pursuant to a determination made by
APRA in connection with a transfer of the ADI's business to that body corporate (where that transfer
includes liabilities of the ADI in respect of protected accounts) under the Financial Sector (Transfer andRestructure) Act 1999 of Australia, (ii) debts in respect of costs of APRA in certain circumstances, (iii)ANZBGL's liabilities in Australia in relation to protected accounts (as defined in the Banking Act) kept
with ANZBGL, (iv) debts due to the Reserve Bank of Australia ("RBA")), (v) liabilities under certain
certified industry support contracts; and (vi) all other liabilities of ANZBGL in their order of priority
apart from section 13A(3). Changes to applicable law may extend the debts required to be preferred bylaw.
The Unsubordinated Notes rank senior to the Issuer's subordinated obligations, including, where theIssuer is ANZBGL, the Subordinated Notes.

4

(b)

Subordinated Notes — ANZBGLThe Subordinated Notes and the Receipts and Coupons relating to them may only be issued by ANZBGL,and will constitute direct, unsecured and subordinated obligations of ANZBGL. In the event of thewinding-up of ANZBGL (see Condition 10 (Subordination)) and prior to the commencement of thewinding-up of ANZBGL (see Condition 4(v)) the Principal Amount of, any interest on, and any otherpayments, including additional amounts, in respect of the Subordinated Notes will rank behind all claimsof Senior Creditors, and subject to Conditions 5A to 5C (inclusive) pari passu with Equal Ranking
Securities and ahead of Junior Ranking Securities.
"Equal Ranking Securities" means any present or future instrument that ranks in a winding-up of
ANZBGL as the most junior claim in the winding-up of ANZBGL ranking senior to Junior Ranking
Securities, and includes:(i)the Perpetual Capital Floating Rate Notes issued under the trust deed dated 30 October 1986
between the Issuer and Bankers Trustee Company Limited, as amended from time to time(except in so far as such amendment is inconsistent with such ranking); and(ii)

any other instruments issued as Relevant Tier 2 Securities.

"Junior Ranking Securities" means any present or future instrument:(i)issued as Tier 1 Capital; and(ii)

that by its terms is, or is expressed to be, subordinated in a winding up of ANZBGL to the claimsof Subordinated Noteholders and holders of Equal Ranking Securities.

"Senior Creditors" means all present and future creditors of ANZBGL (including but not limited todepositors of ANZBGL whose claims:(i)would be entitled to be admitted in the winding up of ANZBGL; and(ii)

are not in respect of Equal Ranking Securities or Junior Ranking Securities.

Neither ANZBGL nor a Subordinated Noteholder has any contractual right to set off any sum at any time
due and payable to a Subordinated Noteholder or ANZBGL (as applicable) under or in relation to the
Subordinated Notes against amounts owing by the Subordinated Noteholder to ANZBGL or by
ANZBGL to the Subordinated Noteholder (as applicable).
The Subordinated Notes do not limit the amount of liabilities ranking senior to the Subordinated Notes
which may be hereafter incurred or assumed by ANZBGL.
Claims of Subordinated Noteholders are also subject to the priority of certain debts preferred by law (inrespect of which please see the description provided in Condition 3(a) above).
(c)

Guarantee — by ANZ New Zealand (in respect of Notes issued by ANZNIL)

Where the relevant Issuer is ANZNIL, the Guarantor has in the Deed of Guarantee unconditionally andirrevocably guaranteed the due and punctual payment of all amounts due by ANZNIL under or in respectof the Notes as and when the same shall become due and payable. This Guarantee of the Notes constitutes
direct, unconditional and unsecured obligations of the Guarantor which (save for certain debts of the
Guarantor required to be preferred by law) will at all times rank pari passu among themselves and equallywith all other unsecured obligations (other than subordinated obligations) of the Guarantor. The Notes
issued by ANZ New Zealand and ANZNIL are not guaranteed by ANZBGL.
4.

Interest and other Calculations(a)Interest on Fixed Rate Notes(i)

Each Fixed Rate Note bears interest on its outstanding Principal Amount from, and including,
the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to theRate of Interest, such interest being payable in arrear on each Interest Payment Date. Such
Interest Payment Date(s) is/are either shown in the Pricing Supplement as specified Interest
5

Payment Dates or, if no Interest Payment Date(s) is/are specified in the Pricing Supplement,Interest Payment Date shall mean each date which falls the number of months or other period
shown in the Pricing Supplement as the specified Interest Period after the preceding Interest
Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement
Date.
(ii)

If a Fixed Coupon Amount or a Broken Amount is specified in the Pricing Supplement, theamount of interest payable on each Interest Payment Date will amount to the Fixed Coupon
Amount or, if applicable, the Broken Amount so specified and in the case of the Broken Amountwill be payable on the particular Interest Payment Date(s) specified in the Pricing Supplement.

(iii)

Calculation of Interest Amount: The Interest Amount payable in respect of each Note for any
period for which a Fixed Coupon Amount or Broken Amount is not specified in the Pricing
Supplement shall be calculated by applying the Rate of Interest to the Calculation Amount forsuch Note, multiplying the product by the relevant Day Count Fraction, rounding the resulting
figure to the nearest unit of the Specified Currency (with halves being rounded up), save in thecase of Yen, which shall be rounded down to the nearest Yen, and multiplying such rounded
figure by a fraction equal to the Specified Denomination of such Note divided by the Calculation
Amount. For this purpose, a "unit" means, in the case of any currency other than euro, the lowest
amount of such currency that is available as legal tender in the country of such currency and, inthe case of euro, means 0.01 euro, as the case may be.

(iv)

Business Day Convention: If "Business Day Convention – Adjusted" is specified to be
applicable in the relevant Pricing Supplement, (a) any Interest Payment Date otherwise fallingon a day which is not a Business Day (as defined in Condition 4(r) below) will be postponed or
brought forward (as applicable) in accordance with the Business Day Convention set out in therelevant Pricing Supplement (as described below) and (b) the amount of interest payable on such
Interest Payment Date will be adjusted accordingly and the provisions of subparagraphs (i) and(j) (excluding the determination and notification of the Rate of Interest) below shall apply,
mutatis mutandis, as though references to "Floating Rate Notes" were to "Fixed Rate Notes" andreferences to "Interest Amounts" were to amounts of interest payable in respect of Fixed Rate
Notes. If "Business Day Convention – No Adjustment" is specified to be applicable in therelevant Pricing Supplement, any Interest Payment Date otherwise falling on a day which is not
a Business Day will be postponed or brought forward (as applicable) in accordance with theBusiness Day Convention set out in the relevant Pricing Supplement (as described below) andthere will be no corresponding adjustment of the amount of interest payable on such Interest
Payment Date.

(b)Interest on Floating Rate Notes and Index Linked Interest Notes(i)Interest Payment Dates: Each Floating Rate Note and Index Linked Interest Note bears interest
on its outstanding Principal Amount from, and including, the Interest Commencement Date at
the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being
payable in arrear on each Interest Payment Date. Such Interest Payment Date(s) is/are either
shown in the Pricing Supplement as specified Interest Payment Dates or, if no Interest Payment
Date(s) is/are specified in the Pricing Supplement, Interest Payment Date shall mean each date
which falls the number of months or other period shown in the Pricing Supplement as the
specified Interest Period after the preceding Interest Payment Date or, in the case of the first
Interest Payment Date, after the Interest Commencement Date.

(ii)

Business Day Convention: If any date referred to in these Conditions that is specified to be
subject to adjustment in accordance with a Business Day Convention would otherwise fall on a
day that is not a Business Day, then that date will be adjusted in accordance with the Business
Day Convention specified in the relevant Pricing Supplement. If "No Adjustment of Interest
Amounts" is specified to be applicable in the relevant Pricing Supplement then notwithstanding
the bringing forward or postponement (as applicable) of an Interest Payment Date as a result of
the application of the Business Day Convention set out in the relevant Pricing Supplement, theInterest Amount in respect of the relevant Interest Period and each subsequent Interest Period
shall be calculated as aforesaid on the basis of the original Interest Payment Dates without
adjustment in accordance with the applicable Business Day Convention.

6

(iii)

Rate of Interest for Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes,
other than in the case of (x) BBSW Notes or BKBM Notes, provisions in respect of which are
set out in Condition 4(d) and Condition 4(e) below, (y) CMS Rate Notes, provisions in respectof which are set out in Condition 4(f) below and (z) Inverse Floating Rate Notes, provisions in
respect of which are set out in Condition 4(g) below (unless in each case the relevant Pricing
Supplement specifies otherwise), for each Interest Accrual Period shall be determined in themanner specified in the Pricing Supplement and the provisions below relating to either ISDA
Determination or Screen Rate Determination shall apply depending upon which is specified in
the Pricing Supplement.
(A)

ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the Pricing Supplement as the manner inwhich the Rate of Interest is to be determined, the Rate of Interest for each Interest
Accrual Period shall be determined by the Calculation Agent as a rate equal to therelevant ISDA Rate. For the purposes of this sub-paragraph (A), "ISDA Rate" for an
Interest Accrual Period means a rate equal to the Floating Rate that would be determinedby the Calculation Agent under a Swap Transaction under the terms of an agreement
incorporating the ISDA Definitions and under which:

(B)

(x)

the Floating Rate Option is as specified in the Pricing Supplement;(y)

the Designated Maturity is a period specified in the Pricing Supplement; and(z)

the relevant Reset Date is the first day of that Interest Accrual Period unlessotherwise specified in the Pricing Supplement. For the purposes of this subparagraph (A), "Floating Rate", "Calculation Agent", "Floating Rate Option","Designated Maturity", "Reset Date", and "Swap Transaction" have themeanings given to those terms in the ISDA Definitions.

Screen Rate/Reference Bank Determination for Floating Rate Notes other than Floating
Rate Notes referencing SONIA or SOFR
In respect of Floating Rate Notes other than Floating Rate Notes where the Reference
Rate specified in the applicable Pricing Supplement in SONIA or SOFR:
(x)

(y)

If Screen Rate Determination is specified in the Pricing Supplement as the mannerin which the Rate of Interest is to be determined, the Rate of Interest for each
Interest Accrual Period shall be (subject to Condition 4(o) (Benchmark
Replacement) and Condition 4(p) (Effect of Benchmark Transition Event)) (asdetermined by the Calculation Agent) on the following basis:(I)

if the Reference Rate is a composite quotation or a quotation customarily
supplied by one entity, the Calculation Agent will determine the Reference
Rate for the Specified Maturity and the Specified Currency which appearson the Relevant Screen Page as of the Relevant Time on the relevantInterest Determination Date; or(II)in any other case, the Calculation Agent will determine the arithmetic
mean of the Reference Rates for the Specified Maturity and the Specified
Currency which appear on the Relevant Screen Page as of the RelevantTime on the relevant Interest Determination Date;

if sub-paragraph (x)(I) applies and no Reference Rate for the Specified Maturity
and the Specified Currency appears on the Relevant Screen Page at the RelevantTime on the Interest Determination Date or if sub-paragraph (x)(II) applies andfewer than two Reference Rates appear on the Relevant Screen Page at theRelevant Time on the Interest Determination Date or if, in either case, theRelevant Screen Page is unavailable, subject as provided below:(A)

the Issuer will appoint a Reference Banks Agent and the Reference Banks
Agent will, at the request of the Issuer, request the principal Relevant
7Financial Centre office of each of the Reference Banks (or such of them,
being at least two, as are so quoting) to provide a quotation of theReference Rate for the Specified Maturity and the Specified Currency at
approximately the Relevant Time on the Interest Determination Date toleading banks in the Relevant Financial Centre interbank market in an
amount that is representative for a single transaction in that market at thattime and will provide such responses to the Calculation Agent; and
(B)
(z)

(C)

the Calculation Agent will determine the arithmetic mean of suchquotations; andif paragraph (y) above applies and the Reference Banks Agent advises the
Calculation Agent that fewer than two Reference Banks are so quoting theReference Rate for the Specified Maturity and the Specified Currency, subject asprovided below, the Calculation Agent shall determine the arithmetic mean of therates per annum (expressed as a percentage) quoted by at least two out of fiveleading banks selected by the Reference Banks Agent (after consultation with theIssuer) in the Principal Financial Centre of the country of the Specified Currency
and in an amount that is representative for a single transaction in that market atthat time, in each case as selected by the Reference Banks Agent (after
consultation with the Issuer), at or about the Relevant Time for a period
commencing on the Effective Date equivalent to the relevant Interest Accrual
Period, for loans in the Specified Currency to leading banks carrying on businessin (I) Europe, or (II) (if the Reference Banks Agent advises the Calculation Agentthat fewer than two of such banks are so quoting to such leading banks in Europe),
the Principal Financial Centre, in either case, as provided by the Reference Banks
Agent to the Calculation Agent; provided, however, that if fewer than two of suchbanks are so quoting to such leading banks or the Reference Banks Agent or the
Calculation Agent (as the case may be) is unable to determine a rate or (as thecase may be) the Calculation Agent is unable to determine an arithmetic mean inaccordance with the above provisions on any Interest Determination Date, theRate of Interest shall be the Rate of Interest determined on the previous Interest
Determination Date (after readjustment for any difference between any Margin,
Rate Multiplier or Maximum Rate of Interest or Minimum Rate of Interest
applicable to the preceding Interest Accrual Period and to the relevant Interest
Accrual Period).

Screen Rate Determination for Floating Rate Notes where the Reference Rate specified
in the applicable Pricing Supplement is SONIA:
Where the Reference Rate is specified in the applicable Pricing Supplement as being"SONIA", the Rate of Interest for each Interest Period will, as provided below, be
Compounded Daily SONIA as calculated by the Calculation Agent (or the person
specified in the applicable Pricing Supplement as the party responsible for calculating
the Rate of Interest).
"Compounded Daily SONIA" means, in relation to any Interest Period, the rate of returnof a daily compound interest investment (with the daily Sterling overnight reference rate
as reference rate for the calculation of interest) and will be calculated by the Calculation
Agent (or the person specified in the applicable Pricing Supplement as the party
responsible for calculating the Rate of Interest) on the Interest Determination Date, as
follows, and the resulting percentage will be rounded if necessary to the fifth decimal
place, with 0.000005 being rounded upwards:𝑑𝑜[∏ (1 +
𝑖=1

𝑆𝑂𝑁𝐼𝐴𝑖−𝑝𝐿𝐵𝐷 × 𝑛𝑖
365
) − 1] ×365𝑑where:"d" is the number of calendar days in the relevant Interest Accrual Period;
8

"dO" is the number of London Banking Days in the relevant Interest Accrual Period;"i" for any Interest Accrual Period is a series of whole numbers from one to d O, each
representing the relevant London Banking Day in chronological order from, andincluding, the first London Banking Day in such Interest Accrual Period;"London Banking Day" or "LBD" means any day on which commercial banks are open
for general business (including dealing in foreign exchange and foreign currency
deposits) in London;"ni", for any day "i", means the number of calendar days from and including such day "i"up to but excluding the following London Banking Day;
"Observation Look-Back Period" is as specified in the applicable Pricing Supplement
which shall, unless otherwise agreed with the Calculation Agent (or such other person
specified in the applicable Pricing Supplement as the party responsible for calculating
the Rate of Interest), be no less than five London Banking Days;"Observation Period" means the period from and including the date falling "p" London
Banking Days prior to the first day of the relevant Interest Accrual Period (and the first
Interest Accrual Period shall begin on and include the Interest Commencement Date) andending on, but excluding, the date falling "p" London Banking Days prior to the Interest
Payment Date for such Interest Accrual Period (or the date falling "p" London Banking
Days prior to such earlier date, if any, on which the Notes become due and payable);"p", for any Interest Accrual Period, the number of London Banking Days included in
the Observation Look-Back Period, as specified in the applicable Pricing Supplement,
which shall, unless otherwise agreed with the Calculation Agent (or such other person
specified in the applicable Pricing Supplement as the party responsible for calculating
the Rate of Interest), be no less than five London Banking Days;the "SONIA reference rate", in respect of any London Banking Day, is a reference rateequal to the daily Sterling Overnight Index Average ("SONIA") rate for such London
Banking Day as provided by the administrator of SONIA to authorised distributors andas then published on the Relevant Screen Page or, if the Relevant Screen Page isunavailable, as otherwise published by such authorised distributors (on the London
Banking Day immediately following such London Banking Day); and"SONIAi-pLBD" means, in respect of any London Banking Day falling in the relevant
Observation Period, the SONIA reference rate for the London Banking Day falling "p"London Banking Days prior to the relevant London Banking Day "i".
If, in respect of any London Banking Day in the relevant Observation Period, theCalculation Agent (or the person specified in the applicable Pricing Supplement as theparty responsible for calculating the Rate of Interest) determines that the SONIA
reference rate is not available on the Relevant Screen Page or has not otherwise been
published by the relevant authorised distributors, then (unless the Calculation Agent orsuch other person specified in the applicable Pricing Supplement as the party responsiblefor determining the Rate of Interest) has been notified of any successor or alternative rate
(together with any relevant methodology or adjustment factor) pursuant to Condition 4(o)(Benchmark Replacement), such SONIA reference rate shall be: (i) the Bank of England's
Bank Rate (the "Bank Rate") prevailing at close of business on the relevant London
Banking Day; plus (ii) the mean of the spread of the SONIA reference rate to the Bank
Rate over the previous five days on which a SONIA reference rate has been published,excluding the highest spread (or, if there is more than one highest spread, one only of
those highest spreads) and lowest spread (or, if there is more than one lowest spread, one
only of those lowest spreads) to the Bank Rate.
In the event that the Rate of Interest cannot be determined in accordance with theforegoing provisions, the Rate of Interest shall be (i) that determined as at the last
preceding Interest Determination Date (though substituting, where a different Margin or
Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant
9Interest Accrual Period from that which applied to the last preceding Interest Accrual
Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to
the relevant Interest Accrual Period, in place of the Margin or Maximum Rate of Interestor Minimum Rate of Interest relating to that last preceding Interest Accrual Period) or(ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest
which would have been applicable to such Series of Notes for the first Interest Accrual
Period had the Notes been in issue for a period equal in duration to the scheduled first
Interest Accrual Period but ending on (and excluding) the Interest Commencement Date(but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest
applicable to the first Interest Period).
If the relevant Series of Notes become due and payable in accordance with Condition 9,
the final Interest Determination Date shall, notwithstanding any Interest Determination
Date specified in the applicable Pricing Supplement, be deemed to be the date on whichsuch Notes became due and payable and the Rate of Interest on such Notes shall, for solong as any such Note remains outstanding, be that determined on such date.
(D)

Screen Rate Determination for Floating Rate Notes where the Reference Rate specified
in the applicable Pricing Supplement is SOFR:
Where the Reference Rate is specified in the applicable Pricing Supplement as being"SOFR", the Rate of Interest for each Interest Period will, except as provided below, be
the Compounded Daily SOFR (expressed as a percentage rate per annum), as determinedby the Calculation Agent (or the person specified in the applicable Pricing Supplement
as the party responsible for calculating the Rate of Interest) on the Interest Determination
Date.
For the purposes of this Condition:"Compounded Daily SOFR" means, in relation to any Interest Period, the rate of returnof a daily compound interest investment (with the Secured Overnight Financing Rate as
the reference rate for the calculation of interest) as calculated by the Calculation Agent(or the person specified in the applicable Pricing Supplement as the party responsible forcalculating the Rate of Interest) on the relevant Interest Determination Date inaccordance with the following formula (and the resulting percentage will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005
being rounded upwards):

where:"d" means, in relation to any Interest Period, the number of calendar days in such Interest
Period;"dO" means, in relation to any Interest Period, the number of U.S. Government Securities
Business Days in such Interest Period;"i" means, in relation to any Interest Period, a series of whole numbers from one to dO,each representing the relevant U.S. Government Securities Business Day inchronological order from (and including) the first U.S. Government Securities Business
Day in such Interest Period to (but excluding) the Interest Payment Date of such Interest
Period;10

"ni" means, in relation to any Interest Period and any U.S. Government Securities
Business Day "i" during such Interest Period, the number of calendar days from (andincluding) such U.S. Government Securities Business Day "i" up to (but excluding) the
following U.S. Government Securities Business Day;
"SOFRi" means, in relation to any Interest Period and any U.S. Government Securities
Business Day "i" during such Interest Period:(i)if such U.S. Government Securities Business Day is a SOFR Reset Date, theSecured Overnight Financing Rate for the U.S. Government Securities Business Day thatprecedes the SOFR Reset Date by the number of U.S. Government Securities Business
Days equal to the number of U.S. Government Securities Business Days in the Reset
Period; and(ii)
if such U.S. Government Securities Business Day is not a SOFR Reset Date(being a U.S. Government Securities Business Day falling in the Suspension Period), theSecured Overnight Financing Rate for the U.S. Government Securities Business Day thatprecedes the first day of the Suspension Period (the "Suspension Period SOFRi") by the
number of U.S. Government Securities Business Days equal to the number of U.S.
Government Securities Business Days in the Reset Period. For the avoidance of doubt,
the Suspension Period SOFRi shall apply to each day falling in the relevant Suspension
Period.
For the purposes of this definition "SOFRi", (unless otherwise agreed with the
Calculation Agent or such other party as is specified in the applicable Pricing Supplement
as the party responsible for calculating the Rate of Interest) the sum of the Reset Period
and the Suspension Period SOFRi shall not be less than five U.S. Government Securities
Business Days.
"Reset Period" means the number of U.S. Government Securities Business Days as are
specified as such in the applicable Pricing Supplement which (unless otherwise agreed
with the Calculation Agent or such other party as is specified in the applicable Pricing
Supplement as the party responsible for calculating the Rate of Interest) when added toany applicable Suspension Determination Period shall not be less than five U.S.
Government Securities Business Days.
"Secured Overnight Financing Rate" or "SOFR" means:(i)in relation to any U.S. Government Securities Business Day (the "SOFR
Determination Date"), the daily secured overnight financing rate as published by theFederal Reserve Bank of New York, as the administrator of such rate (or any successor
administrator) at or around 3:00 p.m. (New York City time) on the Website of the Federal
Reserve Bank of New York on the next succeeding U.S. Government Securities Business
Day for trades made on such SOFR Determination Date;(ii)
if the rate specified in (i) above is not so published, and a SOFR Index Cessation
Event and a SOFR Index Cessation Effective Date have not both occurred (all as notified
to the Calculation Agent by the Issuer), the daily secured overnight financing rate inrespect of the last U.S. Government Securities Business Day for which such rate waspublished on the Website of the Federal Reserve Bank of New York; or(iii) if the rate specified in (i) above is not so published, and a SOFR Index Cessation
Event and a SOFR Index Cessation Effective Date have both occurred (all as notified to
the Calculation Agent by the Issuer), the rate determined in accordance with Condition
4(o) (Benchmark Replacement).
"SIFMA" means the Securities Industry and Financial Markets Association.
"SOFR Index Cessation Effective Date" means, in respect of a SOFR Index Cessation
Event, the date on which the Federal Reserve Bank of New York (or any successor
administrator) ceases to publish the Secured Overnight Financing Rate, or the date as ofwhich the Secured Overnight Financing Rate may no longer be used.
11

"SOFR Index Cessation Event" means the occurrence of one or more of the following
events:(i)a public statement by the Federal Reserve Bank of New York (or a successor
administrator) announcing that it has ceased or will cease to publish or provide the
Secured Overnight Financing Rate permanently or indefinitely, provided that, at thattime, there is no successor administrator that will continue to publish or provide a daily
secured overnight financing rate;(ii)
the publication of information which reasonably confirms that the Federal
Reserve Bank of New York (or a successor administrator) has ceased or will cease toprovide the Secured Overnight Financing Rate permanently or indefinitely, provided
that, at that time, there is no successor administrator that will continue to publish orprovide the Secured Overnight Financing Rate; or(iii) a public statement by a U.S. regulator or other U.S. official sector entity
prohibiting the use of Secured Overnight Financing Rate that applies to, but need not belimited to, the Notes.
"SOFR Reset Date" means, in relation to any Interest Period, each U.S. Government
Securities Business Day during such Interest Period, other than any U.S. Government
Securities Business Day falling in the Suspension Period corresponding with such
Interest Period.
"Suspension Determination Period" means, if Suspension Determination Period is
specified as applicable in the relevant Pricing Supplement, the number of U.S.
Government Securities Business Days as are specified as such in the applicable Pricing
Supplement.
"Suspension Period" means, in relation to any Interest Period, the period from (andincluding) the U.S. Government Securities Business Day which falls on a date equal to
the number of U.S. Government Securities Business Days in the Suspension
Determination Period prior to the end of such Interest Period to (but excluding) theInterest Payment Date of such Interest Period.
"U.S. Government Securities Business Day" means any calendar day except for a
Saturday, Sunday or a calendar day on which SIFMA recommends that the fixed income
departments of its members be closed for the entire calendar day for purposes of tradingin U.S. government securities.
"Website of the Federal Reserve Bank of New York" means the website of the Federal
Reserve Bank of New York (currently at http://www.newyorkfed.org) or any successor
website of the Federal Reserve Bank of New York or other screen page as may be
nominated for the purposes of displaying SOFR, as notified by the Issuer to the
Noteholders in in accordance with Condition 14 (Notices).
(c)Rate of Interest for Index Linked Interest Notes:

The Rate of Interest in respect of Index Linked Interest Notes for each Interest Accrual Period shall be
determined in the manner specified in the Pricing Supplement and interest will accrue by reference to an
Index or Formula as specified in the Pricing Supplement. A Subordinated Note cannot be an Index Linked
Interest Note.
(d)Rate of Interest on BBSW Notes

If a Note is specified to be a BBSW Note, the Rate of Interest for each Interest Accrual Period will be
determined by the Calculation Agent on the Interest Determination Date in respect of such Interest
Accrual Period in accordance with the following:(i)the Rate of Interest shall be the rate (expressed as an interest rate per annum and rounded up, if
necessary, to the fourth decimal place) for prime bank eligible securities having a tenor
approximately equal to the relevant Interest Accrual Period which is designated as the "AVG
12

MID"(or any designation that replaces that designation) on the Thomson Reuters Screen"BBSW" Page ("BBSW Reuters Page") at or about the Relevant Time on the relevant Interest
Determination Date in respect of such Interest Accrual Period;(ii)

if, by the time that falls 15 minutes after the Relevant Time ("Cut-Off Time"), on any Interest
Determination Date, such rate does not appear on the BBSW Reuters Page, the Rate of Interest
means the rate determined by the Calculation Agent on the Interest Determination Date in goodfaith, having regard, to the extent possible, to:(A)

the rates otherwise bid and offered at or around the Cut-Off Time on the Interest
Determination Date for prime bank eligible securities having a tenor approximately
equal to the relevant Interest Accrual Period ("Comparable Rates"); and(B)

if Comparable Rates are not otherwise available, the rates otherwise bid and offered ator around the Cut-Off Time on the Interest Determination Date for funds having a tenor
approximately equal to the relevant Interest Accrual Period; and(iii)

if, (subject to Condition 4(o) (Benchmark Replacement)), on any Interest Determination Date,the Rate of Interest cannot be determined by reference to any of sub-paragraphs (i) and (ii)above, the Rate of Interest for the relevant Interest Accrual Period shall be the Rate of Interest
in effect for the last preceding Interest Accrual Period (after readjustment for any difference
between any Margin, Rate Multiplier or Maximum or Minimum Rate of Interest applicable tothe preceding Interest Accrual Period and to the relevant Interest Accrual Period).

(e)Rate of Interest on BKBM Notes

If a Note is specified to be a BKBM Note, the Rate of Interest for each Interest Accrual Period will be(subject to Condition 4(o) (Benchmark Replacement)) determined by the Calculation Agent on theInterest Determination Date in respect of such Interest Accrual Period in accordance with the following:(i)the Rate of Interest shall be the Bank Bill Reference Rate (FRA) (rounded, if necessary, to thefifth decimal place) administered by the New Zealand Financial Markets Association (or any
other person which takes over the administration of that rate) as set forth on the display page
designated on page "BKBM" on the Reuters screen service ("BKBM Reuters Page"), or suchother information service as may replace the BKBM Reuters Page, at or about the RelevantTime (or such other time at which such rate customarily appears on that page (the "Publication
Time")) on the relevant Interest Determination Date in respect of such Interest Accrual Period;(ii)

if, by 11.00 a.m. Wellington time (or such other time that is 15 minutes after the then prevailing
Publication Time), on any Interest Determination Date, such rate does not appear on the BKBM
Reuters Page, the Rate of Interest means the rate determined by the Calculation Agent on theInterest Determination Date in good faith, having regard, to the extent possible, to the rates
otherwise bid and offered at or around 11.00 a.m. Wellington time (or such other time that is 15
minutes after the then prevailing Publication Time) on the Interest Determination Date byparticipants in the BKBM trading window for New Zealand bank bills having a tenor
approximately equal to the relevant Interest Accrual Period; and(iii)

if, on any Interest Determination Date, the Rate of Interest cannot be determined by reference
to any of sub-paragraphs (i) and (ii) above, the Rate of Interest for the relevant Interest Accrual
Period shall be the Rate of Interest in effect for the last preceding Interest Accrual Period (after
readjustment for any difference between any Margin, Rate Multiplier or Maximum or Minimum
Rate of Interest applicable to the preceding Interest Accrual Period and to the relevant Interest
Accrual Period).

(f)Rate of Interest on CMS Rate Notes

Each CMS Rate Note will bear interest on its outstanding Principal Amount in accordance with theprovisions set out in Condition 4(b)(i) above, at a specified rate that will be reset periodically based on
the CMS Rate and any Margin and Rate Multiplier. A Subordinated Note cannot be a CMS Rate Note.
"CMS Rate" means the EUR CMS Rate, the GBP CMS Rate or the USD CMS Rate, as specified in theapplicable Pricing Supplement.
13

The following procedures will apply if the rate cannot be set as described above, unless otherwise
specified in the applicable Pricing Supplement (and subject to Condition 4(o) (Benchmark
Replacement)):(i)

If the GBP CMS Rate is not published on the Reuters Screen ICESWAP4 Page as describedabove, the GBP CMS Rate will be a percentage determined on the basis of the mid-market semiannual swap rate quotations provided by the CMS Reference Banks at approximately 11.00 a.m.,London time, on the Interest Determination Date and, for this purpose, the semi-annual swap
rate means the arithmetic mean of the bid and offered rates for the semi-annual fixed leg,
calculated on an Actual/365 (Fixed) day count basis, of a fixed-for floating sterling interest rate
swap transaction with a term equal to the Specified Maturity commencing on the Interest Reset
Date and in a Representative Amount with an acknowledged dealer of good credit in the swap
market, where the floating leg, in each case calculated on an Actual/365 (Fixed) day count basis,
is equivalent (A) if the Specified Maturity is greater than one year, to GBP-LIBOR-BBA witha Specified Maturity of six months or (B) if the Specified Maturity is one year or less, to GBPLIBOR-BBA with a Designated Maturity of three months. The Issuer will appoint a Reference
Banks Agent and the Reference Banks Agent, at the request of the Issuer, will request the
principal London office of each of the CMS Reference Banks to provide a quotation of its rate
and will provide such quotations to the Calculation Agent.

(ii)

If at least three quotations are provided, the GBP CMS Rate will be the arithmetic mean of thequotations, eliminating the highest quotation (or, in the event of equality, one of the highest)
and the lowest quotation (or, in the event of equality, one of the lowest).

(iii)

If fewer than three quotations are provided as requested, the GBP CMS Rate for that Interest
Determination Date will be the same as the rate used for the prior Interest Reset Period.

(iv)

If the EUR CMS Rate is not published on the Reuters Screen ICESWAP2 Page as describedabove, the EUR CMS Rate will be a percentage determined on the basis of the mid-market
annual swap rate quotations provided by the CMS Reference Banks at approximately 11.00 a.m.,London time, on the Interest Determination Date and, for this purpose, the annual swap ratemeans the arithmetic mean of the bid and offered rates for the annual fixed leg, calculated on a
30/360 day count basis, of a fixed-for floating euro interest rate swap transaction with a term
equal to the Specified Maturity commencing on the Interest Reset Date and in a Representative
Amount with an acknowledged dealer of good credit in the swap market, where the floating leg,
calculated on an Actual/360 day count basis, is equivalent to EUR-EURIBOR-Reuters with aSpecified Maturity of six months. The Issuer will appoint a Reference Banks Agent and theReference Banks Agent, at the request of the Issuer, will request the principal office of each of
the CMS Reference Banks to provide a quotation of its rate and will provide such quotations to
the Calculation Agent.

(v)

If at least three quotations are provided, the EUR CMS Rate will be the arithmetic mean of thequotations, eliminating the highest quotation (or, in the event of equality, one of the highest)
and the lowest quotation (or, in the event of equality, one of the lowest).

(vi)

If fewer than three quotations are provided as requested, the EUR CMS Rate for that Interest
Determination Date will be the same as the rate used for the prior Interest Reset Period.

(vii)

If the USD CMS Rate is not published on the Reuters Screen ICESWAP1 Page as describedabove, the USD CMS Rate will be a percentage determined on the basis of the mid-market semiannual swap rate quotations provided by the CMS Reference Banks at approximately 11.00 a.m.,
New York City time, on the Interest Determination Date and, for this purpose, the semi-annual
swap rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated
on a 30/360 day count basis, of a fixed-for floating U.S. Dollar interest rate swap transaction
with a term equal to the Specified Maturity commencing on the Interest Reset Date and in a
Representative Amount with an acknowledged dealer of good credit in the swap market, where
the floating leg, calculated on an Actual/360 day count basis, is equivalent to USD-LIBORBBA with a maturity of three months. The Issuer will appoint a Reference Banks Agent and theReference Banks Agent, at the request of the Issuer, will request the principal New York City
office of each of the CMS Reference Banks to provide a quotation of its rate and will provide
such quotations to the Calculation Agent.
14

(viii)If at least three quotations are provided, the USD CMS Rate will be the arithmetic mean of thequotations, eliminating the highest quotation (or, in the event of equality, one of the highest)
and the lowest quotation (or, in the event of equality, one of the lowest).

(ix)

If fewer than three quotations are provided as requested, the USD CMS Rate for that Interest
Determination Date will be the same as the rate used for the prior Interest Reset Period.

"CMS Reference Banks" means five leading swap dealers in the interbank market in the Principal
Financial Centre of the Specified Currency selected by the Reference Banks Agent.
"EUR CMS Rate" means, with respect to any Interest Determination Date, the rate for euro swaps with
the Specified Maturity, expressed as a percentage, determined by the Calculation Agent by reference tothe rates which appears on the Reuters Screen ICESWAP2 Page under the heading "EURIBOR BASIS- EUR" and above the caption "11:00AM FRANKFURT" as of 11:00 a.m., Frankfurt time.
"EUR-EURIBOR-Reuters" means, for any date, the rate for deposits in euros for a period of theSpecified Maturity which appears on the Reuters Screen EURIBOR01 Page as of 11:00 a.m., Brussels
time, on the day that is two TARGET2 Settlement Days preceding that date.
"GBP CMS Rate" means, with respect to any Interest Determination Date, the rate for pound sterlingswaps with the Specified Maturity, expressed as a percentage, determined by the Calculation Agent byreference to the rates appearing on Reuters Screen ICESWAP4 Page at approximately 11.10 a.m.
(London time).
"U.S. dollars" and "U.S.$" means United States dollars.
"USD CMS Rate" means, with respect to any Interest Determination Date, the rate for U.S. Dollar swaps
with the Specified Maturity, expressed as a percentage, determined by the Calculation Agent by reference
to the rates appearing on Reuters Screen ICESWAP1 Page at approximately 11.00 a.m. (New York Citytime).
"USD-LIBOR-BBA" means, for any date, the rate for deposits in U.S. dollars for a period of theSpecified Maturity which appears on the Reuters Screen LIBOR01 as of 11.00 a.m., London time, on the
day that is two London Business Days preceding that date.
(g)

Inverse Floating Rate Notes(i)

Each Inverse Floating Rate Note, will bear interest on its outstanding Principal Amount inaccordance with the provisions set out in Condition 4(b)(i) above. The Rate of Interest for each
Interest Accrual Period shall be (as determined by the Calculation Agent) the Specified Fixed
Rate minus the Relevant Floating Rate where:"Specified Fixed Rate" means, in respect of each Interest Accrual Period, the rate specified tobe applicable in respect of the Interest Payment Date on which the Interest Accrual Period ends,
as set out in the relevant Pricing Supplement.
"Relevant Floating Rate" means:(A)the offered quotation; or(B)

the arithmetic mean of the offered quotations, for the Reference Rate for the Specified
Maturity and the Specified Currency in each case appearing on the Relevant Screen Page
at the Relevant Time on the Interest Determination Date;(C)

where the Reference Rate specified in the applicable Pricing Supplement is SONIA, therate as determined in accordance with Condition 4(b)(iii)(C); or(D)

where the Reference Rate specified in the applicable Pricing Supplement is SOFR, therate as determined in accordance with Condition 4(b)(iii)(D).

A Subordinated Note cannot be an Inverse Floating Rate Note.

15

(ii)

if sub-paragraph (i)(A) applies and (subject to Condition 4(o) (Benchmark Replacement)) no
Reference Rate for the Specified Maturity and the Specified Currency appears on the Relevant
Screen Page at the Relevant Time on the Interest Determination Date or if sub-paragraph (i)(B)
applies and fewer than two offered quotations appear on the Relevant Screen Page at theRelevant Time on the Interest Determination Date, subject as provided below, the Issuer shallappoint a Reference Banks Agent and the Rate of Interest shall be determined by the Calculation
Agent as the arithmetic mean of the offered quotations that each of the Reference Banks isquoting (or such of them, being at least two, as are so quoting) to leading banks in the Relevant
Financial Centre at the Relevant Time on the Interest Determination Date for deposits of theSpecified Currency for a term equal to the relevant Interest Accrual Period, as quoted to theReference Banks Agent, at the Reference Banks Agent's request, and advised by the Reference
Banks Agent to the Calculation Agent; and(iii)

if paragraph (ii) above applies and the Reference Banks Agent advises the Calculation Agentthat fewer than two Reference Banks are so quoting the Reference Rate for the Specified
Maturity and the Specified Currency, subject as provided below, the Rate of Interest shall be thearithmetic mean of the rates per annum (expressed as a percentage), which the Calculation Agentdetermines to be the nearest equivalent to the Reference Rate for the Specified Maturity and theSpecified Currency, in respect of deposits of the Specified Currency that at least two out of fiveleading banks selected by the Reference Banks Agent (after consultation with the Issuer) in the
Principal Financial Centre of the country of the Specified Currency, in each case as selected by
the Reference Banks Agent (after consultation with the Issuer), are quoting at or about theRelevant Time for a period commencing on the Effective Date equivalent to the relevant Interest
Accrual Period to leading banks carrying on business in (A) Europe, or (B) if the Reference
Banks Agent advises the Calculation Agent that fewer than two of such banks are so quoting tosuch leading banks in Europe) the Principal Financial Centre, in either case, as provided by the
Reference Banks Agent to the Calculation Agent; except that, if fewer than two of such banks
are so quoting to such leading banks, the Rate of Interest shall be the Rate of Interest determinedon the previous Interest Determination Date (after readjustment for any difference between any
Maximum Rate of Interest or Minimum Rate of Interest applicable to the preceding Interest
Accrual Period and to the relevant Interest Accrual Period).

(h)Rate of Interest on Range Accrual Notes
Each Range Accrual Note will bear interest on its outstanding Principal Amount in accordancewith the provisions set out in Condition 4(b)(i) above and shall be subject to Condition 4(b)(ii).
The Rate of Interest payable for each Interest Accrual Period will be determined by the
Calculation Agent in respect of such Interest Accrual Period in accordance with (A) or (B)below:(A)(B)

if Fixed Rate Range Accrual Note is specified as applicable and Protection Barrieris specified as not applicable in the Pricing Supplement, the Rate of Interest foreach Interest Accrual Period will be the product of:(1)

the Specified Fixed Rate; and(2)

the Relevant Fraction; andif Floating Rate Range Accrual Note is specified as applicable and Protection Barrier is
specified as not applicable in the Pricing Supplement, the Rate of Interest for each
Interest Accrual Period will be the product of:
(1)

(2)

the sum of:(a)the Range Accrual Floating Rate; and(b)

if specified as applicable in the Pricing Supplement, the Margin forsuch Interest Accrual Period (whether positive or negative); andthe Relevant Fraction; and

16

(C)

(D)

if Fixed Rate Range Accrual Note and Protection Barrier are both specified as applicablein the Pricing Supplement then:(1)

if, in respect of any Interest Accrual Period, the Protection Barrier
Condition is satisfied, the Rate of Interest for such Interest Accrual Period
shall be the Specified Fixed Rate; and(2)if, in respect of any Interest Accrual Period, the Protection Barrier
Condition is not satisfied, the Rate of Interest for such Interest Accrual
Period shall be the product of:(a)the Specified Fixed Rate; and(b)

the Relevant Fraction; andif Floating Rate Range Accrual Note and Protection Barrier are both specified as
applicable in the Pricing Supplement then:(1)

if, in respect of any Interest Accrual Period, the Protection Barrier
Condition is satisfied, the Rate of Interest for such Interest Accrual Period
shall be the Range Accrual Floating Rate; and(2)if, in respect of any Interest Accrual Period, the Protection Barrier
Condition is not satisfied, the Rate of Interest for such Interest Accrual
Period shall be the product of:
(a)

(b)

the sum of:(i)the Range Accrual Floating Rate; and(ii)

if specified as applicable in the Pricing Supplement, theMargin for such Interest Accrual Period (whether
positive or negative); andthe Relevant Fraction.

In this Condition 4(h):"Calculation Day" means, in respect of each Interest Accrual Period, each calendar day
falling within such Interest Accrual Period.
"Cap" means the per annum rate specified in the applicable Pricing Supplement.
"Constant Maturity Swap Spread" means the First CMS Spread Reference Rate on the
day minus the Second CMS Spread Reference Rate on the day as specified to be
applicable in the Pricing Supplement,
provided that:(a)subject to paragraph (b) below, if a Calculation Day is not abusiness day in the Relevant Financial Centre, the rate for such day
shall be determined in respect of the immediately precedingbusiness day in the Relevant Financial Centre; and(b)

if a Calculation Day falls in the Cut-Off Period, the rate for that day
shall be the rate on the business day in the Relevant Financial
Centre that immediately precedes the Cut-Off Period.

"Cut-Off Period" means the number of Business Days (as specified in the applicable
Pricing Supplement) before the last day of an Interest Accrual Period.

17

"First CMS Spread Reference Rate" means EUR CMS, GBP CMS or USD CMS as
specified in the applicable Pricing Supplement and determined in accordance with these
Conditions.
"Floor" means the per annum rate specified in the applicable Pricing Supplement whichshall not be less than zero.
"Margin" means the margin specified in the applicable Pricing Supplement.
"Protection Barrier Condition" means, (i) if Single Range Accrual Note is specified
as applicable and Constant Maturity Swap Spread is specified as not applicable in therelevant Pricing Supplement, then the Reference Rate; or (ii) if Single Range Accrual
Note is specified as applicable and Constant Maturity Swap Spread is specified as
applicable then the Constant Maturity Swap Spread, or (iii) if Dual Range Accrual Noteis specified as applicable in the relevant Pricing Supplement, then each Reference Rateor the Reference Rate and a Constant Maturity Swap Spread if applicable, in each case,as specified in the applicable Pricing Supplement is or are:(A)

in respect of the Floor,(1)

if the relevant Pricing Supplement specify that "greater than or equal to"
shall apply, then greater than or equal to the applicable Floor; or(2)

if the relevant Pricing Supplement specify that "greater than" shall apply,
then greater than the applicable Floor;
and

(B)

in respect of the Cap,(1)

if the relevant Pricing Supplement specify that "less than or equal to" shallapply, then less than or equal to the applicable Cap; or(2)

if the relevant Pricing Supplement specify that "less than" shall apply, thenless than the applicable Cap;for a number of Calculation Days in the applicable Interest Accrual Period which is equal
to or greater than the Protection Barrier Period.
"Protection Barrier Period" means the number of Calculation Days which is equal tothe percentage specified in the applicable Pricing Supplement under "Protection Barrier
Period" of the total number of Calculation Days in the applicable Interest Accrual Period.
"Range Accrual Floating Rate" means the rate specified in the applicable Pricing
Supplement which Rate of Interest for each Interest Accrual Period shall be determinedin accordance with Condition 4(b)(iii)(B) (Screen Rate/Reference Bank Determination
for Floating Rate Notes other than Floating Rate Notes referencing SONIA or SOFR) or,
where the rate specified in the applicable Pricing Supplement is SONIA, in accordancewith Condition 4(b)(iii)(C) (Screen Rate Determination for Floating Rate Notes where
the Reference Rate specified in the applicable Pricing Supplement is SONIA) or, where
the rate specified in the applicable Pricing Supplement is SOFR, in accordance with
Condition 4(b)(iii)(D) (Screen Rate Determination for Floating Rate Notes where theReference Rate specified in the applicable Pricing Supplement is SOFR).
"Reference Rate" means, on any Calculation Day:(A)

the interest rate (excluding the Margin) for Floating Rate Notes on that day
notionally determined in accordance with Condition 4(b)(iii)(B) or, in the case of
SONIA, Condition 4(b)(iii)(C) or, in the case of SOFR, Condition 4(b)(iii)(D) as
specified in the applicable Pricing Supplement;

18

(B)

the interest rate for BBSW Notes (excluding the Margin) on that day notionallydetermined in accordance Condition 4(d) as specified in the applicable Pricing
Supplement;(C)the interest rate for BKBM Notes (excluding the Margin) on that day notionallydetermined in accordance with Condition 4(e) as specified in the applicable
Pricing Supplement;(D)

the EUR CMS swap rate on that day notionally determined in accordance with
Condition 4(f) as specified in the applicable Pricing Supplement;(E)

the GBP CMS swap rate on that day notionally determined in accordance with
Condition 4(f) as specified in the applicable Pricing Supplement; and(F)

the USD CMS swap rate on that day notionally determined in accordance with
Condition 4(f) as specified in the applicable Pricing Supplement;

save that, in determining a notional interest rate or swap rate for the purposes ofparagraphs (A)-(F) above, references in Condition 4(b)(iii)(B), Condition 4(b)(iii)(C),
Condition 4(b)(iii)(D), Condition 4(d), Condition 4(e) and Condition 4(f) to "Interest
Determination Date" shall be deemed to be references to "each Calculation Day"
provided that:(a)subject to paragraph (b) below, if a Calculation Day is not abusiness day in the Relevant Financial Centre, the rate for such day
shall be determined in respect of the immediately precedingbusiness day in the Relevant Financial Centre; and(b)

if a Calculation Day falls in the Cut-Off Period, the rate for that day
shall be the rate on the business day in the Relevant Financial
Centre that immediately precedes the Cut-Off Period.

"Relevant Fraction" means, in respect of each Interest Accrual Period, an amountcalculated by the Calculation Agent in accordance with the following formula:
N1/N2
where:"N1" means the number of Calculation Days in the Interest Accrual Period where (i) if
Single Range Accrual Note is specified as applicable and Constant Maturity Swap
Spread is specified as not applicable in the relevant Pricing Supplement, then the
Reference Rate; or (ii) if Single Range Accrual Note is specified as applicable andConstant Maturity Swap Spread is specified as applicable then the Constant Maturity
Swap Spread, or (iii) if Dual Range Accrual Note is specified as applicable in the relevant
Pricing Supplement, then each Reference Rate or the Reference Rate and a Constant
Maturity Swap Spread if applicable, in each case, as specified in the applicable Pricing
Supplement is or are:(A)

in respect of the Floor,(1)

if the relevant Pricing Supplement specify that "greater than or equal to"
shall apply, then greater than or equal to the applicable Floor; or(2)

if the relevant Pricing Supplement specify that "greater than" shall apply,
then greater than the applicable Floor;
and

(B)

in respect of the Cap,

19

(1)

if the relevant Pricing Supplement specify that "less than or equal to" shallapply, then less than or equal to the applicable Cap; or(2)

if the relevant Pricing Supplement specify that "less than" shall apply, thenless than the applicable Cap; and"N2" means the actual number of Calculation Days in the Interest Accrual Period.
"Second CMS Spread Reference Rate" means EUR CMS, GBP CMS or USD CMS as
specified in the applicable Pricing Supplement and determined in accordance with theConditions.
"Specified Fixed Rate" means the per annum rate specified in the applicable Pricing
Supplement.
A Subordinated Note cannot be a Range Accrual Note.
(i)

Zero Coupon Notes

Where a Note, the Interest Basis of which is specified in the Pricing Supplement to be Zero Coupon, isrepayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the
Maturity Date shall be the Early Redemption Amount of such Note, unless otherwise specified in the
Pricing Supplement. As from the Maturity Date, the Rate of Interest for any overdue principal of such aNote shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield. A
Subordinated Note cannot be a Zero Coupon Note.
(j)

Dual Currency Notes

In the case of Dual Currency Notes, if the rate or amount of interest is to be determined by reference toa Rate of Exchange or a method of calculating Rate of Exchange, the rate or amount of interest payable
shall be determined in the manner specified in the Pricing Supplement. A Subordinated Note cannot bea Dual Currency Note.
(k)

Accrual of Interest

Interest shall cease to accrue on each Note on the due date for redemption unless, upon due presentation,
payment is improperly withheld or refused, in which event interest shall continue to accrue (after, as well
as before, judgment) at the Rate of Interest in the manner provided in this Condition 4 to the Relevant
Date.
(l)

Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts,
Rate Multipliers and Rounding(i)

If any Margin or Rate Multiplier is specified in the Pricing Supplement (either (A) generally, or(B) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates
of Interest, in the case of (A), or the Rates of Interest for the specified Interest Accrual Periods,
in the case of (B), calculated in accordance with (b) or (c) above, by adding (if a positive
number) or subtracting the absolute value (if a negative number) of such Margin or multiplying
such Rate Multiplier, subject always to the next paragraph;(ii)

If any Maximum Rate of Interest or Minimum Rate of Interest, Instalment Amount or
Redemption Amount is specified in the Pricing Supplement, then any Rate of Interest,
Instalment Amount or Redemption Amount shall be subject to such maximum or minimum, as
the case may be;(iii)

Subject to the requirements of applicable law, for the purposes of any calculations required
pursuant to these Conditions (unless otherwise specified), (A) all percentages resulting fromsuch calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of apercentage point (with halves being rounded up), (B) all figures shall be rounded to sevendecimal places (with halves being rounded up) and (C) all currency amounts that fall due andpayable shall be rounded to the nearest unit of such currency (with halves being rounded up),save in the case of Yen, which shall be rounded down to the nearest Yen. For these purposes
20

"unit" means, with respect to any currency other than euro, the lowest amount of such currency
that is available as legal tender in the country of such currency and, with respect to euro, means
0.01 euro, as the case may be; and(iv)

The Pricing Supplement in respect of any Notes issued as Subordinated Notes must not specify
a Rate Multiplier, Maximum Rate of Interest, Minimum Rate of Interest or Instalment Amount.

(m)

Calculations

Unless otherwise specified in the Pricing Supplement, the amount of interest payable in respect of any
Note for any period shall be calculated by multiplying the product of the Rate of Interest and theoutstanding Principal Amount of such Note by the Day Count Fraction, unless an Interest Amount (or aformula for its calculation) is specified in the Pricing Supplement in respect of such period, in which casethe amount of interest payable in respect of such Note for such period shall equal such Interest Amount(or be calculated in accordance with such formula). Where any Interest Period comprises two or moreInterest Accrual Periods, the amount of interest payable in respect of such Interest Period shall be thesum of the amounts of interest payable in respect of each of those Interest Accrual Periods.
(n)

Determination and Publication of Rate of Interest, Interest Amounts, Final Redemption Amounts
and Instalment Amounts

As soon as practicable after the Relevant Time on each Interest Determination Date or such other timeon such date as the Calculation Agent may be required to calculate any rate or amount or Instalment
Amount, obtain any quotation or make any determination or calculation, it shall determine such rate andcalculate the Interest Amounts in respect of each Specified Denomination of the Notes for the relevantInterest Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount, Optional
Redemption Amount or Instalment Amount, obtain such quotation or make such determination or
calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest
Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final
Redemption Amount, Early Redemption Amount, Optional Redemption Amount or any Instalment
Amount to be notified to the Fiscal Agent, the Issuer, the Guarantor (if applicable), each of the Paying
Agents, the Noteholders, the Registrar, any other Calculation Agent appointed in respect of the Notesthat is to make a further calculation upon receipt of such information and, if the Notes are listed on astock exchange (and/or admitted to listing, trading and/or quotation on any other listing authority, stock
exchange and/or quotation system) and the rules of such listing authority, stock exchange and/or
quotation system so require, such listing authority, stock exchange and/or quotation system and, in thecase of VPS Notes, the VPS Trustee and the VPS Agent as soon as possible after their determination but
in no event later than (i) the commencement of the relevant Interest Accrual Period, if determined prior
to such time in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii)in all other cases, the fourth Business Day after such determination. The notification of any rate or
amount, if applicable, shall be made to the VPS in accordance with and subject to the rules andregulations of the VPS for the time being in effect. Where any Interest Payment Date or Interest Accrual
Period is subject to adjustment pursuant to Condition 4(a)(iv) or Condition 4(b)(ii), the Interest Amounts
and the Interest Payment Date so published may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice in the event of an extension or shortening of
the Interest Accrual Period. If the Calculation Amount is less than the minimum Specified Denomination,
the Calculation Agent shall not be obligated to publish each Interest Amount but instead may publish
only the Calculation Amount and the Interest Amount in respect of a Note having the minimum Specified
Denomination. If the Notes become due and payable under Condition 9 (Events of Default), the accrued
interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be
calculated as previously in accordance with this Condition but no publication of the Rate of Interest or
the Interest Amount so calculated need be made. The determination of any rate or amount, the obtainingof each quotation and the making of each determination or calculation by the Calculation Agent(s) or
such other person specified in the applicable Pricing Supplement as the party responsible for making any
such calculation or determination shall (in the absence of manifest error) be final and binding upon allparties.
(o)Benchmark Replacement

This Condition 4(o) (Benchmark Replacement) applies where the relevant Reference Rate specified in
the applicable Pricing Supplement is a rate other than U.S. Dollar LIBOR. Notwithstanding the21

provisions above in Conditions 4(b), (d), (e), (f) and (g), if the Issuer (in consultation with the Calculation
Agent (or the person specified in the applicable Pricing Supplement as the party responsible forcalculating the Rate of Interest)) determines that a Benchmark Disruption Event has occurred when any
Rate of Interest (or the relevant component part thereof) remains to be determined by reference to such
Reference Rate affected by the Benchmark Disruption Event, then the following provisions shall apply:(i)

Independent Adviser
The Issuer shall use its reasonable endeavours to appoint and consult with an Independent
Adviser, as soon as reasonably practicable, with a view to the Independent Adviser
determining a Successor Rate, failing which an Alternative Rate (in accordance with
Condition 4(o)(ii)) and, in either case, an Adjustment Spread if any (in accordance with
Condition 4(o)(iv)) and any Benchmark Amendments (in accordance with Condition
4(o)(v)).

(ii)

Successor Rate or Alternative Rate
If the Independent Adviser, following consultation with the Issuer and acting in goodfaith and in a commercially reasonable manner, determines, no later than the IA
Determination Cut-off Date that: (A) there is a Successor Rate, then it shall notify the
Calculation Agent and the Calculation Agent shall use such Successor Rate (subject toadjustment as provided in Condition 4(o)(iv)) in place of the Reference Rate to determine
the Rate of Interest (or the relevant component part thereof) for all future payments ofinterest on the Notes (subject to the subsequent operation of this Condition 4(o)); or (B)there is no Successor Rate but that there is an Alternative Rate, then it shall notify the
Calculation Agent and the Calculation Agent shall use such Alternative Rate (subject toadjustment as provided in Condition 4(o)(iv)) in place of the Reference Rate to determine
the Rate of Interest (or the relevant component part thereof) for all future payments ofinterest on the Notes (subject to the subsequent operation of this Condition 4(o)).

(iii)

Issuer Determination
if the Issuer is unable to appoint an Independent Adviser, or if the Independent Adviser
appointed by it fails to determine a Successor Rate or Alternative Rate prior to the IA
Determination Cut-off Date, then, if it elects to do so, the Issuer (acting in good faith andin a commercially reasonable manner) may determine a Successor Rate or Alternative
Rate for the purposes of Condition 4(o)(ii);(iv)

Adjustment Spread
If the Independent Adviser, following consultation with the Issuer (or the Issuer as thecase may be) and acting in good faith and in a commercially reasonable manner,
determines (i) that an Adjustment Spread is required to be applied to the Successor Rateor the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or
methodology for determining, such Adjustment Spread, then Independent Adviser (orthe Issuer as the case may be) shall notify the Calculation Agent of such Adjustment
Spread and the Calculation Agent shall apply it to the Successor Rate or the Alternative
Rate (as the case may be).

(v)

Benchmark Amendments
If any Successor Rate, Alternative Rate or Adjustment Spread is determined inaccordance with this Condition 4(o) and the Independent Adviser, following consultation
with the Issuer (or the Issuer as the case may be), acting in good faith and in acommercially reasonable manner, determines (i) that amendments to these Conditions
and/or the Agency Agreement and/or the VPS Trustee Agreement and/or any otheragreement or document relating to the Notes are necessary to ensure the proper operationof such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments,
the "Benchmark Amendments") and (ii) the terms of the Benchmark Amendments, thenthe Issuer shall, subject to giving notice thereof in accordance with Condition 4(o)(vi),without any requirement for the consent or approval of Noteholders, at the Issuer's
expense, vary these Conditions and/or the VPS Trust Agreement and/or the Agency
22

Agreement and/or any other agreement or document relating to the Notes as is necessary
to give effect to such Benchmark Amendments with effect from the date specified insuch notice. The Fiscal Agent and/or the VPS Trustee and/or each other party to an
applicable agreement shall not be obliged to concur if in their opinion doing so would
impose more onerous obligations on them or expose them to any additional duties,
responsibilities or liabilities or reduce or amend their rights and/or the protective
provisions afforded to them in these Conditions or in any other document to which they
are a party in any way. For the avoidance of doubt, no consent of the Noteholders of therelevant Series shall be required in connection with effecting the Benchmark
Amendments or such other changes, including for the execution of any documents or thetaking of other steps by the VPS Trustee, the Issuer or any of the parties to the Agency
Agreement (if required). In connection with any such variation in accordance with thisCondition 4(o)(v), the Issuer shall comply with the rules of any stock exchange on which
the Notes are for the time being listed or admitted to trading.
(vi)

Notices, etc.
Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any
Benchmark Amendments, determined under this Condition 4(o) will be notified
promptly, and in any event not later than the fifth Business Day prior to the Interest
Determination Date by the Issuer to the Fiscal Agent, the Calculation Agent, and eachother party to the Agency Agreement, the VPS Trustee and the Noteholders. Such notice
shall be irrevocable and shall specify the effective date of the Benchmark Amendments,
if any, and will be binding on the Issuer, the Fiscal Agent, the Calculation Agent andeach other party to the Agency Agreement, the VPS Trustee and the Noteholders.

(vii)

Survival of Reference Rate
Without prejudice to the provisions of this Condition 4(o), the Reference Rate and thefallback provisions provided for in Condition 4(b)(iii)(B) will continue to apply unlessand until the Calculation Agent has been notified of the Successor Rate or the Alternative
Rate (as the case may be), and any Adjustment Spread and Benchmark Amendments, inaccordance with Condition 4(o)(v).

For the avoidance of doubt and notwithstanding any other provision of this Condition 4(o), in determining
any Adjustment Spread or other relevant methodology for the purposes of Condition 4(o)(iii), the Issuer
shall not and shall not be obliged to apply and may discount any Adjustment Spread or methodology theapplication of which may constitute it an administrator for the purposes of Regulation (EU) 2016/1011.
In the case of Subordinated Notes only, any Successor Rate, Alternative Rate, Adjustment Spread or
Benchmark Amendments determined in accordance with Condition 4(o)(ii), (iii), (iv) or (v) (Benchmark
Replacement), will be subject to the prior written approval of APRA having been obtained in each case.
Subordinated Noteholders should note that APRA's approval may not be given for any Successor Rate,
Alternative Rate, Adjustment Spread or Benchmark Amendments it considers to have the effect ofincreasing the Interest Rate contrary to applicable prudential standards.
For the purposes of this Condition 4(o) (Benchmark Replacement):"Adjustment Spread" means either a spread (which may be positive or negative), or the formula or
methodology for calculating a spread, in either case, which the Independent Adviser, following
consultation with the Issuer (or the Issuer as the case may be) and acting in good faith and in acommercially reasonable manner, determines is required to be applied to the Successor Rate or theAlternative Rate (as the case may be) to reduce or eliminate, to the extent reasonably practicable in thecircumstances, any economic prejudice or benefit (as the case may be) to Noteholders as a result of thereplacement of the Reference Rate with the Successor Rate or the Alternative Rate (as the case may be)
and is the spread, formula or methodology which:(i)in the case of a Successor Rate, is formally recommended in relation to the replacementof the Reference Rate with the Successor Rate by any Relevant Nominating Body; or (ifno such recommendation has been made, or in the case of an Alternative Rate);
23

(ii)

the Independent Adviser, following consultation with the Issuer (or the Issuer as the casemay be), acting in good faith and in a commercially reasonable manner, is recognised or
acknowledged as being the industry standard for over-the-counter derivative transactions
or is in customary market usage in the debt capital market for transactions whichreference the Reference Rate, where such rate has been replaced by the Successor Rateor the Alternative Rate (as the case may be) (or if the Independent Adviser (or the Issuer
as the case may be) determines that no such industry standard is recognised or
acknowledged);(iii)

the Independent Adviser, following consultation with the Issuer (or the Issuer as the casemay be), in its discretion, and acting in good faith and in a commercially reasonable
manner, determines to be appropriate.

"Alternative Rate" means an alternative benchmark or screen rate which the Independent Adviser (orthe Issuer as the case may be) determines in accordance with Condition 4(o)(ii) has replaced theReference Rate in customary market usage in the international debt capital markets for the purposes ofdetermining rates of interest (or the relevant component part thereof) for the same interest period and in
the same Specified Currency as the Notes.
"Benchmark Amendments" has the meaning given to it in Condition 4(o)(v).
"IA Determination Cut-Off Date" means no later than five Business Days prior to the relevant Interest
Determination Date relating to the next relevant Interest Period.
"Independent Adviser " means an independent financial institution of international repute or otherindependent financial adviser with appropriate expertise in the international debt capital markets, in eachcase appointed by the Issuer at its own expense;"Benchmark Disruption Event" means:(i)the relevant Reference Rate (other than SOFR) specified in the relevant Pricing
Supplement has ceased to be published on the Relevant Screen Page as a result of suchbenchmark ceasing to be calculated or administered; or(ii)

the Issuer determines after consulting with the Independent Adviser (if so appointed)
that, a change in the generally accepted market practice in the international debt capital
markets to refer to a Reference Rate (other than SOFR) is endorsed in a public statement
by a Relevant Nominating Body, despite the continued existence of the applicable
Reference Rate; or(iii)

where the relevant Reference Rate is SOFR, (1) the rate specified in clause (i) of thedefinition of SOFR is not so published and (2) a SOFR Index Cessation Event and a
SOFR Index Cessation Effective Date have both occurred.

"Reference Rate" means the originally-specified benchmark or screen rate (as applicable) used todetermine the Rate of Interest (or any component part thereof) on the Notes.
"Relevant Nominating Body" means, in respect of a Reference Rate (other than SOFR):(i)the central bank for the currency to which the Reference Rate relates, or any central bankor other supervisory authority which is responsible for administering or supervising theadministrator of the Reference Rate;(ii)

any working group or committee sponsored by, chaired or co-chaired by or constituted
at the request of (a) the central bank for the currency to which the Reference Rate relates,(b) any central bank or other supervisory authority which is responsible for administeringor supervising the administrator of the Reference Rate, (c) a group of the aforementioned
central banks or other supervisory authorities, or (d) the Financial Stability Board or any
part thereof; or(iii)

any of the Board of Governors of the Federal Reserve, the Federal Reserve Bank of New
York, the Bank of England, the Financial Conduct Authority or the Prudential Regulation24

Authority or any relevant committee or other body established, sponsored or approvedby any of the foregoing, including the Working Group on Sterling Risk-Free Reference
Rates and the Alternative Reference Rates Committee.
"Secured Overnight Financing Rate" or "SOFR" has the meaning ascribed to it in Condition
4(b)(iii)(D);"SOFR Index Cessation Effective Date" has the meaning ascribed to it in Condition 4(b)(iii)(D);"SOFR Index Cessation Event" has the meaning ascribed to it in Condition 4(b)(iii)(D); and"Website of the Federal Reserve Bank of New York" has the meaning ascribed to it in Condition
4(b)(iii)(D).
(p)

Effect of Benchmark Transition Event
This Condition 4(p) (Effect of Benchmark Transition Event) applies where the relevant
Reference Rate specified in the applicable Pricing Supplement is U.S. Dollar LIBOR (and forthe avoidance of doubt, any subsequent Benchmark determined as a result of a Benchmark
Replacement determination):(i)Benchmark Replacement
If the Issuer or its designee determines that a Benchmark Transition Event and its related
Benchmark Replacement Date have occurred prior to the Reference Time in respect ofany determination of the Benchmark on any date, the Benchmark Replacement will
replace the then-current Benchmark for all purposes relating to the Notes in respect ofsuch determination on such date and all determinations on all subsequent dates.

(ii)

Benchmark Replacement Conforming Changes
In connection with the implementation of a Benchmark Replacement, the Issuer or its
designee will have the right to make Benchmark Replacement Conforming Changes fromtime to time.

(iii)

Decisions and Determinations
Any determination, decision or election that may be made by the Issuer or its designee
pursuant to this Condition 4(p) (Effect of Benchmark Transition Event), including any
determination with respect to a tenor, rate or adjustment or of the occurrence or nonoccurrence of an event, circumstance or date and any decision to take or refrain fromtaking any action or any selection, will be conclusive and binding absent manifest error,
may be made in the Issuer or its designee's sole discretion, and, notwithstanding anything
to the contrary in the in these Conditions or any other documentation relating to theNotes, shall become effective without consent from any other party.

For the avoidance of doubt and notwithstanding any other provision of this Condition 4(p)(Effect of Benchmark Transition Event) in determining any Benchmark Replacement,
Benchmark Replacement Conforming Changes or Benchmark Replacement Adjustment or forthe purposes of making any other determination for the purposes of this Condition, the Issuer
shall not and shall not be obliged to apply and may discount any factor or methodology theapplication of which may constitute it an administrator for the purposes of Regulation (EU)2016/1011.
In the case of Subordinated Notes only, any Benchmark Replacement, Benchmark Replacement
Conforming Changes or Benchmark Replacement Adjustment determined in accordance withthis Condition 4(p) (Effect of Benchmark Transition Event), will be subject to the prior written
approval of APRA having been obtained in each case.
Subordinated Noteholders should note that APRA's approval may not be given for any
Benchmark Replacement, Benchmark Replacement Conforming Changes or Benchmark

25

Replacement Adjustment it considers to have the effect of increasing the Interest Rate contrary
to applicable prudential standards.
For the purposes of this Condition 4(p) (Effect of Benchmark Transition Event):"Benchmark" means, initially, U.S. Dollar LIBOR; provided that if a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred withrespect to U.S. Dollar LIBOR or the then-current Benchmark, then "Benchmark" means
the applicable Benchmark Replacement.
Benchmark Replacement" means the Interpolated Benchmark; provided that if theIssuer or its designee cannot determine the Interpolated Benchmark as of the Benchmark
Replacement Date, then "Benchmark Replacement" means the first alternative set forthin the order below that can be determined by the Issuer or its designee as of the
Benchmark Replacement Date:
(i)

(ii)

(iii)

(iv)

(v)

the sum of:(A)

Term SOFR; and(B)

the Benchmark Replacement Adjustment;

the sum of:(A)

Compounded SOFR; and(B)

the Benchmark Replacement Adjustment;

the sum of:(A)

the alternate rate of interest that has been selected or recommended by
the Relevant Governmental Body as the replacement for the thencurrent Benchmark for the applicable Corresponding Tenor; and(B)

the Benchmark Replacement Adjustment;

the sum of:(A)

the ISDA Fallback Rate; and(B)

the Benchmark Replacement Adjustment;

the sum of:(A)

the alternate rate of interest that has been selected by the Issuer or its
designee as the replacement for the then-current Benchmark for theapplicable Corresponding Tenor giving due consideration to any
industry-accepted rate of interest as a replacement for the then-current
Benchmark for U.S. dollar denominated floating rate notes at such time;
and

(B)

the Benchmark Replacement Adjustment.

"Benchmark Replacement Adjustment" means the first alternative set forth in theorder below that can be determined by the Issuer or its designee as of the Benchmark
Replacement Date:(i)the spread adjustment, or method for calculating or determining such spreadadjustment, (which may be a positive or negative value or zero) that has been26

selected or recommended by the Relevant Governmental Body for theapplicable Unadjusted Benchmark Replacement;(ii)

if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA
Fallback Rate, then the ISDA Fallback Adjustment;(iii)

the spread adjustment (which may be a positive or negative value or zero) thathas been selected by the Issuer or its designee giving due consideration to any
industry-accepted spread adjustment, or method for calculating or determining
such spread adjustment, for the replacement of the then-current Benchmark withthe applicable Unadjusted Benchmark Replacement for U.S. dollar denominatedfloating rate notes at such time.

"Benchmark Replacement Conforming Changes" means, with respect to any
Benchmark Replacement, any technical, administrative or operational changes(including changes to the definition of "Interest Period," timing and frequency ofdetermining rates and making payments of interest, changes to the definition of"Corresponding Tenor" solely when such tenor is longer than the Interest Period andother administrative matters) that the Issuer or its designee decides may be appropriate
to reflect the adoption of such Benchmark Replacement in a manner substantiallyconsistent with market practice (or, if the Issuer or its designee decides that adoption of
any portion of such market practice is not administratively feasible or if the Issuer or its
designee determines that no market practice for use of the Benchmark Replacement
exists, in such other manner as the Issuer or its designee determines is reasonably
necessary).
"Benchmark Replacement Date" means the earliest to occur of the following eventswith respect to the then-current Benchmark:
(i)

(ii)

in the case of clause (i) or (ii) of the definition of "Benchmark Transition
Event," the later of:(A)

the date of the public statement or publication of information referenced
therein; and(B)

the date on which the administrator of the Benchmark permanently orindefinitely ceases to provide the Benchmark; orin the case of clause (iii) of the definition of "Benchmark Transition Event," thedate of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Dateoccurs on the same day as, but earlier than, the Reference Time in respect of any
determination, the Benchmark Replacement Date will be deemed to have occurred prior
to the Reference Time for such determination.
"Benchmark Transition Event" means the occurrence of one or more of the following
events with respect to the then-current Benchmark:(i)a public statement or publication of information by or on behalf of theadministrator of the Benchmark announcing that such administrator has ceased
or will cease to provide the Benchmark, permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor
administrator that will continue to provide the Benchmark;(ii)

a public statement or publication of information by the regulatory supervisor forthe administrator of the Benchmark, the central bank for the currency of the
Benchmark, an insolvency official with jurisdiction over the administrator for the
Benchmark, a resolution authority with jurisdiction over the administrator for the
Benchmark or a court or an entity with similar insolvency or resolution authority
over the administrator for the Benchmark, which states that the administrator of27

the Benchmark has ceased or will cease to provide the Benchmark permanently
or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide the Benchmark; or(iii)

a public statement or publication of information by the regulatory supervisor forthe administrator of the Benchmark announcing that the Benchmark is no longer
representative.

"Compounded SOFR" means the compounded average of SOFRs for the applicable
Corresponding Tenor, with the rate, or methodology for this rate, and conventions forthis rate (which will be compounded in arrears with a lookback and/or suspension period
as a mechanism to determine the interest amount payable prior to the end of each Interest
Period) being established by the Issuer or its designee in accordance with:(i)the rate, or methodology for this rate, and conventions for this rate selected orrecommended by the Relevant Governmental Body for determining
compounded SOFR; provided that:(ii)

if, and to the extent that, the Issuer or its designee determines that Compounded
SOFR cannot be determined in accordance with paragraph (i) above, then therate, or methodology for this rate, and conventions for this rate that have been
selected by the Issuer or its designee giving due consideration to any industryaccepted market practice for U.S. dollar denominated floating rate notes at such
time.

"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor(including overnight) having approximately the same length (disregarding business day
adjustment) as the applicable tenor for the then-current Benchmark.
"Federal Reserve Bank of New York’s Website" means the website of the Federal
Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.
"Interpolated Benchmark" with respect to the Benchmark means the rate determined
for the Corresponding Tenor by interpolating on a linear basis between:(i)the Benchmark for the longest period (for which the Benchmark is available)that is shorter than the Corresponding Tenor; and(ii)

the Benchmark for the shortest period (for which the Benchmark is available)that is longer than the Corresponding Tenor.

"ISDA Definitions" means the 2006 ISDA Definitions published by the International
Swaps and Derivatives Association, Inc. or any successor thereto, as amended or
supplemented from time to time, or any successor definitional booklet for interest rate
derivatives published from time to time.
"ISDA Fallback Adjustment" means the spread adjustment, (which may be a positiveor negative value or zero) that would apply for derivatives transactions referencing the
ISDA Definitions to be determined upon the occurrence of an index cessation event withrespect to the Benchmark for the applicable tenor.
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions
referencing the ISDA Definitions to be effective upon the occurrence of an index
cessation date with respect to the Benchmark for the applicable tenor excluding theapplicable ISDA Fallback Adjustment.
"Reference Time" with respect to any determination of the Benchmark means:(i)

if the Benchmark is LIBOR, 11:00 a.m. (London time) on the day that is two
London banking days preceding the date of such determination; and

28

(ii)

if the Benchmark is not LIBOR, the time determined by the Issuer or its designee
in accordance with the Benchmark Replacement Conforming Changes.

"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal
Reserve Bank of New York, or a committee officially endorsed or convened by theFederal Reserve Board and/or the Federal Reserve Bank of New York or any successor
thereto.
"SOFR" with respect to any day means the secured overnight financing rate publishedfor such day by the Federal Reserve Bank of New York, as the administrator of thebenchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s
Website.
"Term SOFR" means the forward-looking term rate for the applicable Corresponding
Tenor based on SOFR that has been selected or recommended by the Relevant
Governmental Body.
"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding
the Benchmark Replacement Adjustment.
(q)

ISDA Determination for Fallback
Notwithstanding the provisions of Condition 4(o) (Benchmark Replacement) and Condition 4(p)(Effect of Benchmark Transition Event), if ISDA Determination for Fallback provisions is
specified in the relevant Pricing Supplement as being applicable to the Notes (other thanSubordinated Notes) then, upon the occurrence of an ISDA Determination Fallback Event, theCalculation Agent shall determine the Rate of Interest for the relevant Interest Period or Interest
Accrual Period as the sum of:(A)

the ISDA Fallback Rate; and(B)

the ISDA Fallback Adjustment.

For the purposes of this Condition:"Index Cessation Event" means, in respect of a Reference Rate:(i)a public statement or publication of information by or on behalf of theadministrator of the Reference Rate announcing that it has ceased or will ceaseto provide the Reference Rate permanently or indefinitely, provided that, at thetime of the statement or publication, there is no successor administrator thatwill continue to provide the Reference Rate; or(i)a public statement or publication of information by the regulatory supervisor
for the administrator of the Reference Rate, the central bank for the currency of
the Reference Rate, an insolvency official with jurisdiction over theadministrator for the Reference Rate, a resolution authority with jurisdiction
over the administrator for the Reference Rate or a court or an entity with similar
insolvency or resolution authority over the administrator for the Reference
Rate, which states that the administrator of the Reference Rate has ceased orwill cease to provide the Reference Rate permanently or indefinitely, provided
that, at the time of the statement or publication, there is no successor
administrator that will continue to provide the Reference Rate.

"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps
and Derivatives Association, Inc. or any successor thereto, as amended or supplemented fromtime to time, or any successor definitional booklet for interest rate derivatives published fromtime to time.
"ISDA Determination Fallback Event" means the Reference Rate specified in the applicable
Pricing Supplement has not been published by the source that is specified or otherwise ordinarily

29

used to determine the level of the Reference Rate on the day on which it is required or an Index
Cessation Event has occurred with respect to the Reference Rate.
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing
the ISDA Definitions upon the occurrence of an ISDA Determination Fallback Event withrespect to the Reference Rate specified in the applicable Pricing Supplement for the applicable
tenor excluding the applicable ISDA Fallback Adjustment.
"ISDA Fallback Adjustment" means the spread adjustment, (which may be a positive or
negative value or zero) that would apply for derivatives transactions referencing the ISDA
Definitions to be determined upon the occurrence of an ISDA Determination Fallback Event
with respect to the Reference Rate specified in the applicable Pricing Supplement for theapplicable tenor.
(r)

Definitions

In these Conditions, unless the context otherwise requires, the following defined terms shall have themeanings set out below:"Amortisation Yield" has the meaning given in Condition 5(d)(ii) unless otherwise specified in the
Pricing Supplement.
"Amortised Face Amount" has the meaning given in Condition 5(d)(ii) unless otherwise specified in
the Pricing Supplement.
"APRA" means the Australian Prudential Regulation Authority (or any successor organisation).
"Australian Securities Exchange" or "ASX" means ASX Limited (ABN 98 008 624 691) or the
securities market operated by it, as the context requires.
"ASX Listing Rules" means the listing rules of the Australian Securities Exchange as amended, variedor waived (whether in respect of the Issuer, TopCo or generally) from time to time.
"Australian Tax Act" means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act
1997 of Australia as applicable (which term includes any amendments or successor legislation).
"BBSW" means the Australian Bank Bill Swap Rate.
"BBSW Note" means a Floating Rate Note denominated in Australian dollars.
"BKBM" means the New Zealand Bank Bill reference rate inter-bank offered rate.
"BKBM Note" means a Floating Rate Note denominated in New Zealand dollars.
"Broken Amount" means the amount specified as such in (or calculated in accordance with theprovisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the SubordinatedNotes, in accordance with Condition 5A.4.
"Business Day" means:(i)in the case of Subordinated Notes, for the purposes of Conditions 5A to 5D (inclusive), meansa business day within the meaning of the ASX Listing Rules;(ii)

a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange
markets settle payments generally in London and, where ANZBGL is the Issuer, Sydney or,
where ANZ New Zealand or ANZNIL is the Issuer, Auckland and Wellington; and(iii)

in the case of:(A)

a Specified Currency other than euro, a day (other than a Saturday or Sunday) on which
commercial banks and foreign exchange markets settle payments generally in the
Principal Financial Centre for such Specified Currency; or

30

(B)
(iv)

in the case of euro, a TARGET2 Business Day; andin the case of one or more additional business centres specified in the applicable Pricing
Supplement (each, an "Additional Business Centre"), a day (other than a Saturday or a Sunday)on which commercial banks and foreign exchange markets settle payments in the Additional
Business Centres or, if no currency is indicated, generally in each of the Additional BusinessCentres,unless otherwise specified in the relevant Pricing Supplement.
"Business Day Convention" in relation to an Interest Payment Date or other particular date, unlessotherwise specified in the relevant Pricing Supplement, has the following meaning as so specified in the
Pricing Supplement:(i)

Floating Rate Business Day Convention means that the relevant date shall be postponed to thenext day that is a Business Day unless it would thereby fall into the next calendar month, inwhich event (A) such date shall be brought forward to the immediately preceding Business Dayand (B) each subsequent such date shall be the last Business Day of the month in which suchdate would have fallen had it not been subject to adjustment;(ii)

Following Business Day Convention means that the relevant date shall be postponed to thenext day that is a Business Day;

(iii)

Modified Following Business Day Convention means that the relevant date shall be postponedto the next day that is a Business Day unless it would thereby fall into the next calendar month,in which event such date shall be brought forward to the immediately preceding Business Day;

(iv)

Preceding Business Day Convention means that the relevant date shall be brought forward to
the immediately preceding Business Day; or(v)

No adjustment means that the relevant date shall not be adjusted in accordance with any
Business Day Convention.

"Calculation Amount" has the meaning given in the relevant Pricing Supplement as it may be adjusted,in the case of the Subordinated Notes, in accordance with Condition 5A.4.
"CDOR" means the Toronto inter-bank offered rate.
"CMS Rate Note" means a Floating Rate Note where the designated Interest Basis is CMS Rate.
"CNH HIBOR" means the CNH Hong Kong Interbank Offered Rate.
"Code" means the U.S. Internal Revenue Code of 1986, as amended.
"Day Count Fraction" means, in relation to the calculation of an amount of interest on any Note for any
period of time (from and including the first day of such period to but excluding the last) (whether or notconstituting an Interest Accrual Period, the "Calculation Period"):(i)if "Actual/Actual (ICMA) " is specified in the Pricing Supplement:(A)

where the Calculation Period is equal to or shorter than the Regular Period during which
it falls, the actual number of days in the Calculation Period divided by the product of (x)the actual number of days in such Regular Period and (y) the number of Regular Periods
in any year; and(B)

where the Calculation Period is longer than one Regular Period, the sum of:(x)

the actual number of days in such Calculation Period falling in the Regular
Period in which it begins divided by the product of (I) the actual number of daysin such Regular Period and (II) the number of Regular Periods in any year; and

31

(y)

the actual number of days in such Calculation Period falling in the next Regular
Period divided by the product of (I) the actual number of days in such Regular
Period and (II) the number of Regular Periods in any year;

where "Regular Period" means:(aa)in the case of Notes where interest is scheduled to be paid only by means of regular
payments, each period from and including the Interest Commencement Date to but
excluding the first Interest Payment Date and each successive period from and including
one Interest Payment Date to but excluding the next Interest Payment Date;(bb)

in the case of Notes where, apart from the first Interest Period, interest is scheduled to be
paid only by means of regular payments, each period from and including a Regular Datefalling in any year to but excluding the next Regular Date, where "Regular Date" means
the day and month (but not the year) on which any Interest Payment Date falls; and(cc)

in the case of Notes where, apart from one Interest Period other than the first Interest
Period, interest is scheduled to be paid only by means of regular payments, each period
from and including a Regular Date falling in any year to but excluding the next RegularDate, where "Regular Date" means the day and month (but not the year) on which any
Interest Payment Date falls other than the Interest Payment Date falling at the end of theirregular Interest Period;(ii)

if "Actual/Actual (ISDA) " or "Actual/Actual" is specified in the Pricing Supplement, theactual number of days in the Calculation Period divided by 365 (or, if any portion of that
Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portionof the Calculation Period falling in a leap year divided by 366 and (B) the actual number of daysin that portion of the Calculation Period falling in a non-leap year divided by 365);(iii)

if "Actual/365 (Fixed) " is specified in the Pricing Supplement, the actual number of days in
the Calculation Period divided by 365;

(iv)

if "Actual/360" is specified in the Pricing Supplement, the actual number of days in the
Calculation Period divided by 360;(v)

if "30/360 (ICMA) " is specified in the Pricing Supplement, the number of days in the period
from (and including) the most recent Interest Payment Date (or, if none, the Interest
Commencement Date) to (but excluding) the relevant payment date (such number of days being
calculated on the basis of a year of 360 days with 12 30-day months) divided by 360;(vi)

if "30/360", "360/360" or "Bond Basis" is specified in the Pricing Supplement, the number ofdays in the Calculation Period divided by 360, calculated on a formula basis as follows:
where:Day Count Fraction =[360 × (Y2 -Y1 )] + [30 × (M2 -M1 ) + (D2 -D1 )]360"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;"Y2" is the year, expressed as a number, in which the day immediately following the last day of
the Calculation Period falls;"M1" is the calendar month, expressed as a number, in which the first day of the Calculation
Period falls;"M2" is the calendar month, expressed as a number, in which the day immediately following thelast day of the Calculation Period falls;"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such
number is 31, in which case D1 will be 30; and32

"D2" is the calendar day, expressed as a number, immediately following the last day included in
the Calculation Period, unless such number would be 31 and D 1 is greater than 29, in
which case D2 will be 30;(vii)

if "30E/360" or "Eurobond Basis" is specified in the Pricing Supplement, the number of daysin the Calculation Period divided by 360, calculated on a formula basis as follows:
where:Day Count Fraction =[360 × (Y2 -Y1 )] + [30 × (M2 -M1 ) + (D2 -D1 )]360"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;"Y2" is the year, expressed as a number, in which the day immediately following the last day of
the Calculation Period falls;"M1" is the calendar month, expressed as a number, in which the first day of the Calculation
Period falls;"M2" is the calendar month, expressed as a number, in which the day immediately following thelast day of the Calculation Period falls;"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such
number would be 31, in which case D1 will be 30; and"D2" is the calendar day, expressed as a number, immediately following the last day included in
the Calculation Period, unless such number would be 31, in which case D 2 will be 30; or(viii)

if "30E/360 (ISDA) " is specified in the Pricing Supplement, the number of days in the
Calculation Period divided by 360, calculated on a formula basis as follows:
where:Day Count Fraction =[360 × (Y2 -Y1 )] + [30 × (M2 -M1 ) + (D2 -D1 )]360"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;"Y2" is the year, expressed as a number, in which the day immediately following the last day of
the Calculation Period falls;"M1" is the calendar month, expressed as a number, in which the first day of the Calculation
Period falls;"M2" is the calendar month, expressed as a number, in which the day immediately following thelast day of the Calculation Period falls;"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless (A) thatday is the last day of February or (B) such number would be 31, in which case D1 will be 30;
and"D2" is the calendar day, expressed as a number, immediately following the last day included in
the Calculation Period, unless (A) that day is the last day of February but not the Maturity Dateor (B) such number would be 31, in which case D2 will be 30,
provided, however, that in each case the number of days in the Calculation Period is calculated from andincluding the first day of the Calculation Period to but excluding the last day of the Calculation Period.
"Early Redemption Amount" means, in relation to a Note other than a Zero Coupon Note, its Principal
Amount unless otherwise specified in the Pricing Supplement or, in relation to a Zero Coupon Note, as
specified in Condition 5(d).

33"Effective Date" means, with respect to any Floating Rate to be determined on an Interest Determination
Date, unless otherwise specified in the Pricing Supplement, the first day of the Interest Accrual Period
to which such Interest Determination Date relates.
"EURIBOR" means the Euro-Zone inter-bank offered rate.
"Euro-Zone" means the region comprising Member States of the European Economic Area that adopt
the single currency in accordance with the Treaty establishing the European Union, as amended (the"Treaty").
"Event of Default", in respect of Unsubordinated Notes, has the meaning given in Condition 9(a) and,in respect of Subordinated Notes, has the meaning given in Condition 9(b).
"Exercise Notice" has the meaning given in Condition 5(f).
"Extraordinary Resolution" has the meaning given in Condition 11(a).
"FATCA" means:(i)

Sections 1471-1474 of the Code (or any amended or successor version to the Code) and any
current or future regulations or official interpretations thereof;(ii)

any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance or practices adopted
pursuant to any intergovernmental agreement entered into in connection with theimplementation of either such sections of the Code or analogous provisions of non-U.S. law; or(iii)

any agreement pursuant to the implementation of paragraphs (i) or (ii) above with the U.S.
Internal Revenue Service, the U.S. government or any governmental or taxation authority in any
other jurisdiction.

"Federal Funds Effective Rate US" means the volume weighted average rate at which depositary
institutions lend balances at the Federal Reserve to other depositary institutions.
"Final Redemption Amount" means, in relation to a Note, its Principal Amount unless otherwise
specified in the Pricing Supplement.
"Fixed Coupon Amount" means the amount specified as such in (or calculated in accordance with theprovisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the SubordinatedNotes, in accordance with Condition 5A.4.
"HIBOR" means the Hong Kong inter-bank offered rate.
"Initial Call Date" means the first occurring Optional Redemption Date (if any).
"Instalment Amount" means the amount specified as such in (or calculated in accordance with theprovisions of) the relevant Pricing Supplement.
"Interest Amount" means the amount of interest payable, and in the case of Fixed Rate Notes, means
the Fixed Coupon Amount, Broken Amount or the amount calculated pursuant to Condition 4(a)(iii), as
the case may be and as it may be adjusted, in the case of the Subordinated Notes, in accordance with
Condition 5A.4.
"Interest Accrual Period" means the period beginning on (and including) the Interest Commencement
Date and ending on (but excluding) the first Interest Period Date and each successive period beginningon (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest
Period Date, except that the final Interest Accrual Period ends on (but excludes) the Maturity Date or thedate of any earlier redemption of a Note in accordance with the Conditions, or any other period specified
in the Pricing Supplement.
"Interest Commencement Date" means the Issue Date or such other date as may be specified in the
Pricing Supplement.

34

"Interest Determination Date" means, with respect to a Rate of Interest and Interest Accrual Period,
the date specified as such in the Pricing Supplement or, if none is so specified:(i)the first day of such Interest Accrual Period if the Specified Currency is Sterling or if the Notes
are BBSW Notes or BKBM Notes;(ii)

except for BBSW Notes or BKBM Notes, the day falling two Business Days for the Specified
Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither
Sterling nor euro; or(iii)

the day falling two TARGET2 Business Days prior to the first day of such Interest Accrual
Period if the Specified Currency is euro.

"Interest Payment Date(s)" means the date or dates specified in the Pricing Supplement and, unlessotherwise specified in the Pricing Supplement, the final Interest Payment Date shall be the Maturity Dateor such earlier date on which the relevant Notes are redeemed in accordance with the Conditions.
"Interest Period" means, unless otherwise specified in the Pricing Supplement, the period beginning on(and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment
Date and each successive period beginning on (and including) an Interest Payment Date and ending on(but excluding) the next succeeding Interest Payment Date, except that the final Interest Period ends on(but excludes) the Maturity Date or the date of any earlier redemption of a Note in accordance with theConditions.
"Interest Period Date" means each Interest Payment Date unless otherwise specified in the Pricing
Supplement.
"ISDA Definitions" means, the 2006 ISDA Definitions (as amended and updated as at the date of issueof the first Tranche of the Notes of the relevant Series (as specified in the relevant Pricing Supplement))
as published by the International Swaps and Derivatives Association, Inc.
"Issue Date" means the date of issue of the Notes as specified in the Pricing Supplement.
"LIBOR" means the London inter-bank offered rate.
"Maturity Date" in respect of a Note, means the maturity date of that Note.
"Maximum Redemption Amount" means the amount specified as such in (or calculated in accordancewith the provisions of) the relevant Pricing Supplement.
"Minimum Redemption Amount" means the amount specified as such in (or calculated in accordancewith the provisions of) the relevant Pricing Supplement.
"Offshore Associate" has the meaning given in Condition 5(g).
"Optional Redemption Amount" means the amount specified as such in (or calculated in accordancewith the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of theSubordinated Notes, in accordance with Condition 5A.4.
"Optional Redemption Date" means the date or dates specified as such in the relevant Pricing
Supplement.
"Principal Amount" in respect of a Note, means the outstanding principal amount of that Note as it may
be adjusted, in the case of a Subordinated Note, in accordance with Condition 5A.4.
"Principal Financial Centre" means, in relation to a Specified Currency or any other currency, theprincipal financial centre of the country of that Specified Currency or other currency, which in the caseof euro, is the Euro-Zone.
"Rate of Interest" means the rate of interest payable from time to time in respect of this Note and that iseither specified in the relevant Pricing Supplement or calculated in accordance with these Conditions andthe provisions set out in the Pricing Supplement.
35

"Record Date" has the meaning given in Condition 6(b)(ii).
"Redemption Amount(s)" means the Final Redemption Amount, Early Redemption Amount, Optional
Redemption Amount, Maximum Redemption Amount or Minimum Redemption Amount, as the casemay be.
"Reference Banks" means the institutions specified as such in the Pricing Supplement or, if none, four
major banks selected by the Reference Banks Agent in the interbank market (or, if appropriate, money,swap or over-the-counter index options market) that is most closely connected with the Reference Rate
specified in the Pricing Supplement which, if the relevant Reference Rate is EURIBOR, shall be theEuro-Zone.
"Reference Banks Agent" means an independent investment bank, commercial bank or stockbroker
appointed by the Issuer.
"Reference Rate" means LIBOR, Federal Funds Effective Rate US, EURIBOR, CDOR, CMS Rate,SHIBOR, HIBOR, SIBOR, SOFR, SONIA, or such other rate as specified in the relevant Pricing
Supplement.
"Relevant Date" has the meaning given in Condition 7 (Taxation).
"Relevant Financial Centre" means, with respect to any Floating Rate to be determined in accordancewith Screen Rate Determination on an Interest Determination Date and for the determination of the Dateof Interest in respect of Range Accrual Notes:(i)(A) in the case of BBSW Notes, Sydney (B) in the case of BKBM Notes, either Wellington or
Auckland, New Zealand or (C) in either case such other financial centre as may be specified in
the Pricing Supplement; and(ii)

in all other cases, the financial centre specified as such in the Pricing Supplement or, if none isso specified, the Principal Financial Centre with which the relevant Reference Rate is mostclosely connected (which, where the Specified Currency is euro, shall be the Euro-Zone) or, if
none is so connected, London.

"Relevant Screen Page" means the screen page specified as such in the relevant Pricing Supplement.
"Relevant Time" with respect to any Interest Determination Date, unless otherwise specified in the
Pricing Supplement, in the case of BBSW Notes is 10.30 a.m. Sydney time, in the case of the BKBM
Notes is 10.45 a.m. Wellington time, in the case of LIBOR is 11.00 a.m. London time, in the case of
EURIBOR is 11.00 a.m. Brussels time, in the case of CDOR is 10.00 a.m. Toronto time, in the case of
SHIBOR is 11.30 a.m. Beijing time, in the case of HIBOR is 11.00 a.m. Hong Kong time and in the caseof SIBOR is 11.00 a.m. Singapore time or such other time as may be specified in the relevant Pricing
Supplement (or, in each case, such other time at which such rate customarily appears). The RelevantTime in the case of CNH HIBOR will be specified in the relevant Pricing Supplement. If a substitute or
successor screen page is used for the purposes of calculating a Screen Rate as provided in Condition 4(u),the Relevant Time in relation to such Screen Rate will be the nearest comparable time at which such
Screen Rate is published on such substitute or successor screen page.
"SHIBOR" means the Shanghai inter-bank rate.
"SIBOR" means the Singapore inter-bank offered rate.
"Solvent" means at any time in respect of ANZBGL:(i)

it is able to pay all its debts as and when they become due and payable; and(ii)

its assets exceed its liabilities, in each case determined on an unconsolidated stand-alone basis.

"SONIA" means the Sterling Index Overnight Average;"Specified Currency" means the currency specified as such in the Pricing Supplement or, if none is
specified, the currency in which the Notes are denominated.
36

"Specified Maturity" has the meaning given in the relevant Pricing Supplement.
"TARGET2 Business Day" means a day on which the TARGET2 System is open.
"TARGET2 System" means the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET2) System.
"U.S. Dollar LIBOR" means the London inter-bank offered rate for deposits in USD.
(s)

Calculation Agent and Reference BanksThe Issuer and, if applicable, the Guarantor shall procure that there shall at all times be four Reference
Banks (or such other number as may be required) with offices in the Relevant Financial Centre and one
or more Calculation Agents if provision is made for them in the Pricing Supplement and for so long as
any Note is outstanding (as defined in the Agency Agreement). If any Reference Bank (acting throughits relevant offices) is unable or unwilling to continue to act as a Reference Bank, then the Issuer or,
failing which and if applicable, the Guarantor shall appoint another Reference Bank with an office in the
Relevant Financial Centre to act as such in its place. Where more than one Calculation Agent is appointed
in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as eachCalculation Agent performing its respective duties under the Conditions. If the Calculation Agent isunable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest
for an Interest Accrual Period or to calculate any Interest Amount, Instalment Amount, Final Redemption
Amount or Optional Redemption Amount or to comply with any other requirement, the Issuer or, failingwhich and if applicable, the Guarantor shall appoint a leading bank or investment banking firm engaged
in the inter-bank market (or, if appropriate, money, swap or over-the-counter index options market) thatis most closely connected with the calculation or determination to be made by the Calculation Agent(acting through its principal London office or any other office actively involved in such market) to act assuch in its place. The Calculation Agent may not resign its duties without a successor having been
appointed as aforesaid.
(t)Linear Interpolation

Where Linear Interpolation is specified as being applicable in respect of an Interest Period in theapplicable Pricing Supplement, the Rate of Interest for such Interest Period shall be calculated by the
Calculation Agent by straight line linear interpolation by reference to two rates based on the relevant
Reference Rate or the relevant Floating Rate Option, as applicable, one of which shall be determined asif the Designated Maturity or Specified Maturity, as applicable, as specified in the applicable Pricing
Supplement, were the period of time for which rates are available next shorter than the length of therelevant Interest Period and the other of which rates are available next longer than the length of therelevant Interest Period, provided, however, that if there is no rate available for the period of time next
shorter or, as the case may be, next longer, then the Calculation Agent shall determine such rate at suchtime and by reference to such sources as it determines appropriate.
(u)Certificates to be final

Subject, in the case of Subordinated Notes only, to the requirement for APRA's prior written approval as
specified in Condition 4(o) (Benchmark Replacement), all certificates, communications, opinions,determinations, calculations, quotations and decisions given, expressed, made or obtained for the
purposes of the provisions of this Condition 4 (Interest and other Calculations) shall (in the absence ofwilful default, bad faith or manifest error) be binding on the Issuer, the Guarantor (if applicable), theCalculation Agent, the Fiscal Agent, the other Paying Agents (if any), the Registrar, the VPS Agent, the
VPS Trustee and all Noteholders, Receiptholders and Couponholders and (in the absence as aforesaid)
no liability to the Issuer, the Noteholders, the Receiptholders or the Couponholders shall attach to the
Calculation Agent, the VPS Agent or the VPS Trustee, as the case may be, in connection with the exercise
or non-exercise by it of its powers, duties and discretions pursuant to such provisions.
(v)

Conditions of Payment — Subordinated Notes

Prior to the commencement of the winding-up of ANZBGL (other than under or in connection with ascheme of amalgamation or reconstruction not involving bankruptcy or insolvency):

37

(i)

the obligations of ANZBGL to make payments of principal of, any interest on, and any otherpayments, including additional amounts, in respect of the Subordinated Notes will be
conditional on ANZBGL being Solvent at the time of such payment by ANZBGL; and(ii)

no payment of principal of, any interest on, and any other payments, including additionalamounts, in respect of the Subordinated Notes shall be made unless ANZBGL is Solvent
immediately after making such payment,

and if, pursuant to this Condition, ANZBGL fails to make any payment of principal of, or interest on, or
any other payment, including additional amounts, in respect of any Subordinated Note when due, such
failure will not constitute an Event of Default for the purposes of Condition 9(b)(ii).
A certificate signed by ANZBGL, two authorised signatories or an auditor of ANZBGL or, if ANZBGL
is being wound up, its liquidator as to whether ANZBGL is Solvent at any time is (in the absence ofwilful default, bad faith or manifest error) conclusive evidence of the information contained in thecertificate and will be binding on the Subordinated Noteholders. In the absence of any such certificate,
the Subordinated Noteholders are entitled to assume (unless the contrary is proved) that ANZBGL is
Solvent at the time of, and will be Solvent immediately after, any payment on or in respect of theSubordinated Notes.
Any amount not paid on account of this Condition remains and accumulates as a debt owing and ispayable on the first date on and to the extent to which the amount is able to be paid in compliance withthis Condition.
(w)

Substitute or Successor Screen Page

Any reference in these Conditions or in the Pricing Supplement to a screen page on Reuters or on
Bloomberg means the display page so designated on the Reuters Monitor Money Rates Service (or any
successor service) or the Bloomberg Professional® service (or any successor service), as the case may
be, or such other page as may replace such page for the purpose of displaying the relevant rate.
(x)

VPS Notes – Calculation AgentThe Issuer shall procure that there shall at all times be one or more Calculation Agents if provision ismade for them in respect of the VPS Notes and for so long as any such VPS Note is outstanding. Where
more than one Calculation Agent is appointed in respect of the VPS Notes, references in these Terms
and Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its
respective duties under the Terms and Conditions. If the Calculation Agent is unable or unwilling to act
as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Period or to
calculate any Interest Amount or to comply with any other requirement, the Issuer shall (with the priorapproval of the VPS Trustee) appoint a leading bank or investment banking firm engaged in the interbank market that is most closely connected with the calculation or determination to be made by the
Calculation Agent (acting through its principal London office or any other office actively involved insuch market) to act as such in its place. The Calculation Agent may not resign its duties without asuccessor having been appointed as aforesaid.
5.

Redemption, Purchase and Options(a)Redemption by Instalments and Final Redemption(i)Unless previously redeemed, purchased and cancelled as provided in this Condition 5 or unlessthe relevant Instalment Date (being one of the dates so specified in the Pricing Supplement) is
extended pursuant to any Issuer's or Noteholder's option in accordance with Condition 5(e) or
5(f), each Note that provides for Instalment Dates and Instalment Amounts (each, an"Instalment Note") shall be partially redeemed on each Instalment Date at the related
Instalment Amount specified in the Pricing Supplement. The outstanding Principal Amount ofeach such Note shall be reduced by the Instalment Amount (or, if such Instalment Amount iscalculated by reference to a proportion of the Principal Amount of such Note, such proportion)
for all purposes with effect from the related Instalment Date, unless payment of the Instalment
Amount is improperly withheld or refused on presentation of the related Receipt, in which case,such amount shall remain outstanding until the Relevant Date relating to such Instalment
Amount. A Subordinated Note will not provide for redemption by Instalments.
38

(ii)

Unless previously redeemed, purchased and cancelled, Converted or Written-Off as provided
below or its maturity is extended pursuant to any Issuer's or Noteholder's option in accordancewith Condition 5(e) or 5(f), each Note shall be finally redeemed on the Maturity Date specified
in the Pricing Supplement at its Final Redemption Amount or, in the case of a Note falling withinparagraph (i) above, its final Instalment Amount.

(b)

Redemption for Taxation Reasons Applicable to all Notes

If, as a result of any change in or amendment to the laws or regulations of the jurisdiction of incorporationof the Issuer and/or, where the Issuer is acting through its branch, the jurisdiction, country or territory inwhich the branch through which the Issuer is acting as specified in the relevant Pricing Supplement islocated and/or, if applicable, the jurisdiction of incorporation of the Guarantor, or any politicalsubdivision or any authority thereof or therein having power to tax, or any change in the application or
official interpretation of such laws or regulations or any ruling, confirmation or advice from any taxing
authority, which change or amendment or ruling becomes effective after the Issue Date (and in respectof any Subordinated Note, which ANZBGL did not expect as at the Issue Date of that Subordinated Note)shown on the face of any Note:(i)in the case of any Note, the Issuer or, if applicable, the Guarantor (if the Guarantor was or is
obliged to make a payment under the Guarantee) has or will become obliged to pay additionalamounts as provided in Condition 7 (Taxation);(ii)

in the case of any Subordinated Note only and if specified in the Pricing Supplement, ANZBGLor the consolidated tax group of which it is a member would be exposed to more than a deminimis amount of other taxes, levies, imposts, charges and duties (including stamp andtransaction duties) imposed by any authority together with any related interest, penalties andexpenses in connection with them, assessments or other governmental charges in connection
with any Note; or(iii)

in the case of any Subordinated Note only and if specified in the Pricing Supplement, ANZBGL
determines that any interest payable on any Note is not, or may not be, allowed as a deduction
for the purposes of Australian income tax,

the Issuer may at its option, at any time (if this Note is neither a Floating Rate Note nor an Index Linked
Interest Note) or on any Interest Payment Date (in the case of Floating Rate Notes or Index Linked
Interest Notes) and subject to Condition 5(i) in the case of any Subordinated Note, on giving not morethan 60 nor less than 30 days' notice to the Noteholders of the relevant Series (which notice shall beirrevocable) redeem all, but not some only, of the Notes of the relevant Series at their Early Redemption
Amount together with interest accrued to the date fixed for redemption, provided that no such notice ofredemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, if
applicable, the Guarantor would be obliged to pay such additional amounts were a payment in respect of
the Notes then due or (as the case may be) an obligation to make a payment under the Guarantee werethen made. Prior to the publication of any notice of redemption pursuant to this Condition 5(b), the Issuer
shall deliver to the Fiscal Agent, and, with respect to VPS Notes, the VPS Trustee a certificate signed by
two persons each of whom is either a Director, a Senior Executive, an authorised representative or ofequivalent status of the Issuer stating that the Issuer is entitled to effect such redemption and setting fortha statement of the facts showing that the conditions precedent to the right of the Issuer so to redeem haveoccurred.
(c)

Redemption of Subordinated Notes for Regulatory Reasons

If specified in the relevant Pricing Supplement, if a Regulatory Event occurs, ANZBGL may at its option,at any time (if the Subordinated Note is not a Floating Rate Note) or on any Interest Payment Date (inthe case of a Subordinated Note that is a Floating Rate Note) and subject to Condition 5(i) on giving notmore than 60 nor less than 30 days' notice to the Subordinated Noteholders of the relevant Series (whichnotice shall be irrevocable) redeem all, but not some only, of the Subordinated Notes of the relevant
Series at the Early Redemption Amount together with interest accrued to the date fixed for redemption.
Prior to the publication of any notice of redemption pursuant to this Condition 5(c), ANZBGL shalldeliver to the Fiscal Agent a certificate signed by two persons each of whom is either a Director, a Senior
Executive, an authorised representative or of equivalent status of ANZBGL stating that ANZBGL is39

entitled to effect such redemption and setting forth a statement of the facts showing that the conditions
precedent to the right of ANZBGL so to redeem have occurred.
For the purposes of this Condition 5(c):"Regulatory Event" means ANZBGL determines, having received:(i)an opinion from a reputable legal counsel that as a result of any amendment to, clarification ofor change (including any announcement of a change that has been or will be introduced) in, any
law or regulation of the Commonwealth of Australia, or any official administrative
pronouncement or action or judicial decision interpreting or applying such laws or regulations,which amendment, clarification or change is effective, or pronouncement, action or decision isannounced, after the Issue Date; or(ii)

a written statement from APRA after the Issue Date,

that, in each case, ANZBGL is not or will not be entitled to treat all Subordinated Notes of a Series as
Tier 2 Capital, provided that, in each case, on the Issue Date of the Subordinated Notes, ANZBGL did
not expect that matters giving rise to the Regulatory Event would occur.
(d)

Early Redemption of Zero Coupon Notes(i)

The Early Redemption Amount payable in respect of any Zero Coupon Note that does not bearinterest prior to the Maturity Date, the Early Redemption Amount of which is not linked to anindex and/or a formula, upon redemption of such Note pursuant to Condition 5(b) or (c) or upon
it becoming due and payable as provided in Condition 9 (Events of Default), shall be theAmortised Face Amount (calculated as provided below) of such Note unless otherwise specified
in the Pricing Supplement.

(ii)

Subject to the provisions of sub-paragraph (iii) below, the "Amortised Face Amount" of any
such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Datediscounted to the date of its early redemption at a rate per annum (expressed as a percentage)equal to (A) where Compound Interest is specified in the Pricing Supplement, the"Amortisation Yield" (which, if none is set out in the Pricing Supplement, shall be such rate as
would produce an Amortised Face Amount equal to the Issue Price of the Notes if such Notes
were discounted back from the Maturity Date to the Issue Date) compounded annually, or (B)where Linear Interest is specified in the Pricing Supplement, an amount per Calculation Amountcalculated in accordance with the following formula:
Amortised Face Amount = 𝐶𝑎𝑙𝑐𝑢𝑙𝑎𝑡𝑖𝑜𝑛 𝐴𝑚𝑜𝑢𝑛𝑡 + (𝐴𝑐𝑐𝑟𝑒𝑡𝑖𝑛𝑔 𝑃𝑎𝑦𝑚𝑒𝑛𝑡 𝐴𝑚𝑜𝑢𝑛𝑡 𝑥 𝐴) + 𝐵
Where:"A" means the aggregate number of Accreting Payment Periods that precede the Final
Accreting Payment Period;"Accreting Payment Amount" means the amount per Calculation Amount specified
in the Pricing Supplement;"Accreting Payment Period" means a period specified in the Pricing Supplement;"B" means, in respect of the Final Accreting Payment Period, the Accreting Payment
Amount multiplied by the Day Count Fraction;"Early Redemption Date" means in respect of this Condition 5(d) the date on which
the Notes are redeemed prior to the Maturity Date; and"Final Accreting Payment Period" means a period specified in the Pricing
Supplement.

40

Where such calculation referred to in sub-paragraph (A) of this sub-paragraph (ii) is to be madefor a period of less than one year, it shall be made on the basis of the Day Count Fraction set out
in the Pricing Supplement.
(iii)

If the Early Redemption Amount payable in respect of any such Note upon its redemption
pursuant to Condition 5(b) or (c) or upon it becoming due and payable as provided in Condition
9 (Events of Default) is not paid when due, the Early Redemption Amount due and payable inrespect of such Note shall be the Amortised Face Amount of such Note as defined in subparagraph (ii) above, except that such sub-paragraph shall have effect as though the reference
therein, in the case of sub-paragraph (A), to the date on which the Note becomes due and payableor, in the case of sub-paragraph (B), the Early Redemption Date, were replaced by a reference
to the Relevant Date. The calculation of the Amortised Face Amount in accordance with thissub-paragraph shall continue to be made (after, as well as before, judgment) until the RelevantDate, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due
and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity
Date together with any interest that may accrue in accordance with Condition 4(k).

(e)

Redemption at the Option of the Issuer and Exercise of Issuer's Options

If a Call Option is included in the Pricing Supplement and subject to Condition 5(i) in the case of any
Subordinated Note, the Issuer may, on giving not less than five or more than 30 days' irrevocable notice(subject to such other notice period as may be specified in the Pricing Supplement under "Option Exercise
Date(s)") to the Noteholders redeem, or exercise any Issuer's option (as may be described in the Pricing
Supplement) in relation to, all or, if so provided, some of the Notes on any Optional Redemption Date(which, in the case of a Subordinated Note, may not be before the fifth anniversary of the Issue Date ofthat Subordinated Note). Any such redemption of Notes shall be at their Optional Redemption Amount
together with interest accrued to the date fixed for redemption. Any such redemption or exercise of theIssuer's option shall only relate to Notes of a Principal Amount at least equal to the Minimum Redemption
Amount to be redeemed specified in the Pricing Supplement and no greater than the Maximum
Redemption Amount to be redeemed specified in the Pricing Supplement.
All Notes in respect of which any such notice is given shall be redeemed, or the Issuer's option shall be
exercised, on the date specified in such notice in accordance with this Condition.
In the case of a partial redemption or a partial exercise of an Issuer's option, the notice to Noteholders
shall also contain the certificate numbers of the Notes to be redeemed or in respect of which such option
has been exercised, which shall have been drawn in such place as may be fair and reasonable in thecircumstances, having regard to prevailing market practices and in such manner as it deems appropriate,
subject to compliance with any applicable laws and stock exchange requirements including in accordancewith the rules of the VPS in the case of VPS Notes. So long as the Notes are admitted to listing, trading
and/or quotation on any listing authority, stock exchange and/or quotation system and the rules of therelevant listing authority, stock exchange and/or quotation system so require, the Issuer shall, once ineach year in which there has been a partial redemption of the Notes, cause to be published in a leading
newspaper of general circulation in London (which is expected to be the Financial Times), or as specified
by such other listing authority, stock exchange and/or quotation system, a notice specifying the aggregate
principal amount of Notes outstanding and a list of the Notes drawn for redemption but not surrendered.
(f)

Redemption at the Option of Noteholders and Exercise of Noteholders' Options

If a Put Option is specified in the Pricing Supplement, the Issuer shall, at the option of the holder of suchNote, upon the holder of such Note giving not less than 15 nor more than 30 days' notice to the Issuer(subject to such other notice period as may be specified in the Pricing Supplement, under "Option
Exercise Date(s)"), redeem such Note on the Optional Redemption Date(s) so provided at its Optional
Redemption Amount together with interest accrued to the date fixed for redemption.
To exercise such option or any other Noteholder's option that may be set out in the Pricing Supplement
the holder (other than a holder of VPS Notes) must deposit (in the case of Bearer Notes) such Note(together with all unmatured Receipts and Coupons and unexchanged Talons) with any Paying Agent or(in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any
Transfer Agent at its specified office, together with a duly completed option exercise notice ("Exercise
Notice") in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as41applicable) within the notice period. In the case of a VPS Note, within the notice period, a holder of any
VPS Note may exercise its right to require redemption of its VPS Notes by giving written notice to its
account manager for the VPS, who will notify the VPS Agent of the exercise of such option. No Note or
Certificate so deposited and option exercised may be withdrawn (except as provided in the Agency
Agreement) without the prior consent of the Issuer, except that such Note or Certificate will be returnedto the relevant Noteholder by the Paying Agent, the Registrar or Transfer Agent with which it has been
deposited if, prior to the due date for its redemption or the exercise of the option, the Note becomes
immediately due and payable or if upon due presentation payment of the redemption moneys is not madeor exercise of the option is denied.
A Put Option may not be specified in the Pricing Supplement in respect of Subordinated Notes.
(g)

Purchases

Where ANZBGL is the Issuer of this Note, ANZBGL is taken to represent as at the date of issue of thisNote, that it does not know, or have any reasonable grounds to suspect, that this Note or any interest in
this Note is being or will later be, acquired either directly or indirectly by an Offshore Associate of
ANZBGL (acting other than in the capacity of a dealer, manager or underwriter in relation to theplacement of this Note or a clearing house, custodian, funds manager or responsible entity of a registeredscheme within the meaning of the Corporations Act 2001 of Australia ("Corporations Act")).
"Offshore Associate" means an associate (as defined in section 128F of the Australian Tax Act) of
ANZBGL that is either a non-resident of Australia which does not acquire the Notes in carrying on abusiness at or through a permanent establishment in Australia or, alternatively, a resident of Australia
that acquires the Notes in carrying on business at or through a permanent establishment outside ofAustralia.
Except in the case of Subordinated Notes, the Issuer, the Guarantor and any of their respective
subsidiaries may, to the extent permitted by applicable laws and regulations, at any time purchase Notes(provided that all unmatured Receipts and Coupons and unexchanged Talons relating thereto are attachedthereto or surrendered therewith) in the open market or otherwise. Notes other than the VPS Notes sopurchased by the Issuer, the Guarantor or any of their respective subsidiaries may be surrendered by thepurchaser through the Issuer to the Fiscal Agent or any Paying Agent for cancellation or may at the optionof the Issuer, the Guarantor or the relevant subsidiary be held or resold. VPS Notes purchased by theIssuer, the Guarantor or any of their respective subsidiaries may be cancelled in accordance with theprocedures of the VPS if applicable and the VPS Agency Agreement or may at the option of the Issuer,
the Guarantor or the relevant subsidiary be held or resold.
In the case of Subordinated Notes, subject to Condition 5(i), ANZBGL and any of its Related Entities
may, to the extent permitted by applicable laws and regulations, at any time purchase Subordinated Notes(provided that all unmatured Receipts and Coupons and unexchanged Talons relating thereto are attachedthereto or surrendered therewith) in the open market or otherwise. Subordinated Notes so purchased by
ANZBGL or any of its Related Entities may be surrendered by the purchaser through ANZBGL to the
Fiscal Agent or any Paying Agent for cancellation or may at the option of ANZBGL or the relevant
Related Entity be held or resold.
VPS Notes purchased by ANZBGL or any of its Related Entities may be cancelled in accordance withthe procedures of the VPS and the VPS Agency Agreement or may at the option of ANZBGL or any of
its Related Entities be held or resold.
(h)

Cancellation

All Notes other than VPS Notes redeemed by the Issuer or surrendered by the purchaser through theIssuer for cancellation pursuant to Condition 5(f) shall be surrendered for cancellation, in the case of
Bearer Notes, by surrendering each such Note together with all unmatured Receipts and Coupons and all
unexchanged Talons to, or to the order of, the Fiscal Agent and, in the case of Registered Notes, by
surrendering the Certificate representing such Notes to the Registrar and, in each case, if so surrendered,shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured
Receipts and Coupons and unexchanged Talons attached thereto or surrendered therewith). Any Notes
so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer in respectof any such Notes shall be discharged.
42

(i)

Approval of APRA

Notwithstanding anything to the contrary in this Condition 5, ANZBGL may not (i) redeem any
Subordinated Notes under paragraph (b), (c) or (e) above or (ii) prior to the Maturity Date purchase, or
procure that any of its Related Entities purchase, any Subordinated Notes under paragraph (g) above,
without the prior written approval of APRA and ANZBGL will not be permitted to redeem any
Subordinated Notes unless:(a)

the Subordinated Notes are replaced concurrently or beforehand with Regulatory
Capital of the same or better quality and the replacement of the Subordinated Notes isdone under conditions that are sustainable for ANZBGL's income capacity; or(b)

APRA is satisfied that ANZBGL's capital position at Level 1, Level 2 and, if
applicable, Level 3 (each as defined in Condition 5E.1 below) is well above its
minimum capital requirements after ANZBGL elects to redeem the SubordinatedNotes.

Subordinated Noteholders should not expect that APRA's approval will be given for any redemption orpurchase of Subordinated Notes.
5A.

Conversion or Write-Off of Subordinated Notes on Non-Viability Trigger Event

5A.1.

Application to Subordinated Notes only

Conditions 5A, 5B and 5C apply only to Subordinated Notes. The Schedule to these Conditions(including the defined terms therein) shall be deemed to form part of, and be incorporated in, Condition
5B.
5A.2

Non-Viability Trigger Event

A "Non-Viability Trigger Event" means the earlier of:(i)

the issuance to ANZBGL of a written determination from APRA that conversion or write-off of
Relevant Securities is necessary because, without it, APRA considers that ANZBGL would
become non-viable; or(ii)

a determination by APRA, notified to ANZBGL in writing, that without a public sector injectionof capital, or equivalent support, ANZBGL would become non-viable,

each such determination being a "Non-Viability Determination".
5A.3

Conversion or Write-Off of Subordinated Notes on Trigger Event Date

If a Non-Viability Trigger Event occurs:(i)on the Trigger Event Date, subject only to Condition 5B.5, such Principal Amount of theSubordinated Notes will immediately Convert or be Written-Off (whichever is applicable as
specified in the Pricing Supplement) as is required by the Non-Viability Determination provided
that:
(a)

where the Non-Viability Trigger Event occurs under Condition 5A.2(i) and such NonViability Determination does not require all Relevant Securities to be converted into
Ordinary Shares or written-off, such Principal Amount of the Subordinated Notes shall
Convert or be Written-Off (whichever is applicable as specified in the Pricing
Supplement) as is sufficient (determined by ANZBGL in accordance with Condition
5A.3(ii)) to satisfy APRA that ANZBGL is viable without further conversion or writeoff; and(b)where the Non-Viability Trigger Event occurs under Condition 5A.2(ii), all the Principal
Amount of the Subordinated Notes will immediately Convert or be Written-Off(whichever is applicable as specified in the Pricing Supplement);

43

(ii)

ANZBGL will determine the Principal Amount of Subordinated Notes which must be Convertedor Written-Off (as applicable) in accordance with Condition 5A.3(i)(a), on the following basis:(a)first, convert into Ordinary Shares or write-off all Relevant Tier 1 Securities; and(b)secondly, if conversion into Ordinary Shares or write-off of all Relevant Tier 1 Securities
is not sufficient to satisfy the requirements of Condition 5A.3(i)(a) (and provided that asa result of the conversion or write-off of Relevant Tier 1 Capital Securities APRA has
not withdrawn the Non-Viability Determination), Convert or Write-Off (as applicable) a
Principal Amount of Subordinated Notes and convert into Ordinary Shares or write-off
a number or principal amount of other Relevant Tier 2 Securities on an approximately
pro-rata basis or in a manner that is otherwise, in the opinion of ANZBGL, fair andreasonable (subject to such adjustment as ANZBGL may determine to take into accountthe effect on marketable parcels and the need to round to whole numbers the number ofOrdinary Shares and the authorised denominations of the Principal Amount of any
Subordinated Note or the number or principal amount of other Relevant Tier 2 Securities
remaining on issue, and the need to effect the conversion immediately) and, for the
purposes of this Condition 5A.3(ii)(b), where the Specified Currency of the principal
amount of Relevant Tier 2 Securities is not the same for all Relevant Tier 2 Securities,
ANZBGL may treat them as if converted into a single currency of ANZBGL's choice atsuch rate of exchange as ANZBGL in good faith considers reasonable,

provided that such determination does not impede or delay the immediate Conversion or WriteOff (as applicable) of the relevant Principal Amount of Subordinated Notes;(iii)

on the Trigger Event Date, ANZBGL shall determine the Subordinated Notes or portions thereof
as to which the Conversion or Write-Off (as applicable) is to take effect and in making that
determination may make any decisions with respect to the identity of the SubordinatedNoteholders at that time as may be necessary or desirable to ensure Conversion or Write-off (asapplicable) occurs in an orderly manner, including disregarding any transfers of SubordinatedNotes that have not been settled or registered at that time provided that such determination does
not impede or delay the immediate Conversion or Write-Off (as applicable) of the relevant
Principal Amount of Subordinated Notes;(iv)

ANZBGL must give notice of its determination pursuant to Condition 5A.3(iii) (a "Trigger
Event Notice") as soon as practicable to the Subordinated Noteholders, which must specify:

(v)

(a)

the Trigger Event Date;(b)the Principal Amount of the Subordinated Notes Converted or Written-Off (asapplicable); and(c)the relevant number or principal amount of other Relevant Securities converted or
written-off;none of the following events shall prevent, impede or delay the Conversion or Write-Off (asapplicable) of Subordinated Notes as required by Condition 5A.3(i):(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;(c)

any failure or delay by a Subordinated Noteholder or any other party in complying withthe provisions of Condition 5A.4;(d)any requirement to select or adjust the number or Principal Amount of SubordinatedNotes to be Converted or Written-Off (as applicable) in accordance with Condition
5A.3(ii)(b) or 5A.3(iii); and(e)in the case of Conversion only, any failure or delay in quotation of Ordinary Shares tobe issued on Conversion.

44

If a Non-Viability Determination takes effect, ANZBGL must perform the obligations in respect of thedetermination immediately on the day it is received by ANZBGL, whether or not such day is a Business
Day.
5A.4

Conversion or Write-Off of a whole or of a portion of a Subordinated Note

Subject to Condition 5D.2(iii)(b), in respect of any Subordinated Note which is to be Converted or
Written-Off:(i)

ANZBGL shall notify the Fiscal Agent (in the case of a Bearer Note) or the Registrar (in thecase of a Registered Note) of the Principal Amount of such Subordinated Note that has beenis
to be Converted or Written-Off (whether in whole or in part) and instruct the Fiscal Agent (inthe case of a Bearer Note) or the Registrar (in the case of a Registered Note) to reflect thisConversion or Write-Off (as applicable) in any relevant form of note or certificate and theRegister (as applicable) so that the Principal Amount of such Subordinated Note is reduced, inthe case of a Subordinated Note Converted or Written-Off in whole, to zero, or, in the case of a
Subordinated Note which is Converted or Written-Off in part, as described in Condition 5A.4(ii)below to an amount equal to the non-Converted or non-Written-Off (as applicable) portion of
the Principal Amount of such Subordinated Note;(ii)

in the case of a Subordinated Note which is Converted or Written-Off only in part:(a)the Principal Amount of the Subordinated Note will be reduced to an amount equal to
the non-Converted or non-Written-Off portion (as applicable) of the Principal Amountof such Subordinated Note;(b)

TopCo will be taken to hold (as a result of the transfer in accordance with the Scheduleto these Conditions) a new Subordinated Note with a principal amount equal to theConverted or Written-Off portion (as applicable) of the Principal Amount of the originalSubordinated Note, and on terms otherwise identical to the terms of such SubordinatedNote (the "Affected Subordinated Note");(a)(c) where the date of the Conversion or Write-off is not an Interest Payment Date, the amountof interest payable in respect of that Subordinated Note on each Interest Payment Datefalling after that date will be reduced and calculated on the Principal Amount of that
Subordinated Note as reduced on that date;(b)(d) for the purposes of any interest calculation, the Interest Amount, the Fixed Coupon
Amount, Broken Amount, the Calculation Amount and any related amount in respect ofthat Subordinated Note shall be reduced in the same proportion as the Principal Amount
Converted or Written-Off in respect of that Subordinated Note bears to the Principal
Amount of that Subordinated Note before such Conversion or Write-Off;(c)(e) the Early Redemption Amount, the Final Redemption Amount, the Optional Redemption
Amount, the Specified Denomination and Principal Amount or any related amount shallbe reduced in the same proportion as the Principal Amount Converted or Written-Off inrespect of that Subordinated Note bears to the Principal Amount of that SubordinatedNote before such Conversion or Write-Off; and(iii)(iii) if a definitive note or certificate has been issued to the relevant SubordinatedNoteholder in respect of such Subordinated Note, then, if ANZBGL so requires, such
Subordinated Noteholder shall surrender such definitive note or certificate to ANZBGL (or,if ANZBGL so directs, to the Registrar) and, in the case of a Subordinated Note which isConverted or Written-Off only in part, ANZBGL shall deliver to the SubordinatedNoteholder, a new definitive note or certificate for a Subordinated Note with a Principal
Amount equal to the non-Converted or non-Written-Off (as applicable) portion of the
Principal Amount of such Subordinated Note; and(iv)

each Subordinated Noteholder irrevocably authorises ANZBGL to sign any document ortransfer or do any other thing as may in ANZBGL’s opinion be necessary or desirable toeffect any transfer of the Subordinated Notes the subject of the Conversion.
45

5B.

Conversion of Subordinated Notes

5B.1

Conversion of Subordinated Notes on Trigger Event Date

Unless "Write-Off Applicable" is specified in the relevant Pricing Supplement, Condition 5B shall apply
to the Subordinated Notes and, notwithstanding any other provision in these Conditions, on the Trigger
Event Date the relevant Principal Amount (as determined under Condition 5A.3) of the SubordinatedNotes will Convert immediately and irrevocably.
On and from the Trigger Event Date, subject to Conditions 5B.5 and 5B.6(iii)(c) ANZBGL shall treat
any Subordinated Noteholder of any Subordinated Note or portion thereof which is required to be
Converted as the holder of the relevant number of Ordinary Shares and will take all such steps, including
updating any register, required to record the Conversion and the issuance of such Ordinary Shares.
5B.2

Provision of information

Where a Principal Amount of Subordinated Notes is required to be Converted under Condition 5B, aSubordinated Noteholder of Subordinated Notes or portion thereof that are subject to Conversion wishing
to receive Ordinary Shares must, no later than the Trigger Event Date (or, in the case where Condition
5B.4(vii) applies, within 30 days of the date on which Ordinary Shares are issued upon such Conversion),
have provided to ANZBGL:(i)

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

the security account details of such Subordinated Noteholder in the clearing system or such otheraccount to which the Ordinary Shares may be credited; and(iii)

such other information as is reasonably requested by ANZBGL for the purposes of enabling it
to issue the Conversion Number of Ordinary Shares to such Subordinated Noteholder,and ANZBGL has no duty to seek or obtain such information.
5B.3

Failure to Convert

Subject to Condition 5B.4 and Condition 5B.5, if, in respect of a Conversion of Subordinated Notes,
ANZBGL or TopCo fails to issue, on the Trigger Event Date, the Conversion Number of Ordinary Sharesin respect of the relevant Principal Amount of such Subordinated Notes to, or in accordance with the
instructions of, the relevant Subordinated Noteholder on the Trigger Event Date or any other nominee
where Condition 5B.4 applies, the Principal Amount of such Subordinated Notes which would otherwise
be subject to Conversion shall remain on issue and outstanding until:(i)the Ordinary Shares are issued to, or in accordance with the instructions of, the SubordinatedNoteholder of such Subordinated Notes; or(ii)such Subordinated Notes are Written-Off in accordance with these Conditions;provided, that the sole right of the Subordinated Noteholder in respect of Subordinated Notes or portion
thereof that are subject to Conversion is its right to be issued Ordinary Shares upon Conversion (subject
to its compliance with Condition 5B.2 or to receive the proceeds from their sale pursuant to Condition
5B.4, as applicable) and the remedy of such Subordinated Noteholder in respect of ANZBGL'sTopCo’s
failure to issue the Ordinary Shares is limited (subject always to Condition 5B.5) to seeking an order for
specific performance of ANZBGL's TopCo’s obligation to issue the Ordinary Shares to the SubordinatedNoteholder or where Condition 5B.4 applies to the nominee and to receive such proceeds of sale, in eachcase, in accordance with the terms of the Subordinated Notes. This Condition 5B.3 does not affect the
obligation of ANZBGL TopCo to issue the Ordinary Shares when required in accordance with these
Conditions.

46

5B.4

Issue to nominee

If, in respect of a Subordinated Note and a Subordinated Noteholder of that Subordinated Note, theSubordinated Note or portion thereof is required to be Converted and:(i)the Subordinated Noteholder has notified ANZBGL that it does not wish to receive Ordinary
Shares as a result of the Conversion (whether entirely or to the extent specified in the notice),
which notice may be given at any time prior to the Trigger Event Date;(ii)

the Subordinated Notes are held by a Subordinated Noteholder whose address in the register isa place outside Australia or who ANZBGL otherwise believes may not be a resident of Australia(a "Foreign Holder");(iii)

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

for any reason (whether or not due to the fault of the Subordinated Noteholder) ANZBGL has
not received the information required by Condition 5B.2 prior to the Trigger Event Date and thelack of such information would prevent ANZBGL TopCo from issuing the Ordinary Shares to
the Subordinated Noteholder on the Trigger Event Date; or(v)

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

then, on the Trigger Event Date:(vi)

where Condition 5B.4(i), 5B.4(ii) or 5B.4(v) applies, ANZBGL TopCo shall issue the Ordinary
Shares to the Subordinated Noteholder only to the extent (if at all) that:(a)where Condition 5B.4(i) applies, the Subordinated Noteholder has notified ANZBGLthat it wishes to receive them;(b)

where Condition 5B.4(ii) applies, ANZBGL is satisfied that the laws of both theCommonwealth of Australia and the Foreign Holder's country of residence permit theissue of Ordinary Shares to the Foreign Holder (but as to which ANZBGL is not boundto enquire), either unconditionally or after compliance with conditions which ANZBGL
in its absolute discretion regards as acceptable and not unduly onerous; and(c)where Condition 5B.4(v) applies, the issue is net of the FATCA Withholding;and, to the extent ANZBGL TopCo is not obliged to issue Ordinary Shares to the SubordinatedNoteholder, ANZBGL TopCo will issue the balance of the Ordinary Shares to the nominee inaccordance with Condition 5B.4(vii); and(vii)otherwise, subject to applicable law, ANZBGL TopCo will issue the balance of Ordinary Sharesin respect of the Subordinated Noteholder to a competent nominee (which may not be ANZBGLor any of its Related Entities) and will promptly notify such Subordinated Noteholder of thename of and contact information for the nominee and the number of Ordinary Shares issued to
the nominee on its behalf and, subject to applicable law and:(a)subject to Condition 5B.4(vii)(b), the nominee will as soon as reasonably possible andno later than 35 days after issue of the Ordinary Shares sell those Ordinary Shares andpay a cash amount equal to the net proceeds received, after deducting any applicablebrokerage, stamp duty and other taxes and charges, to the Subordinated Noteholder;(b)where Condition 5B.4(iii) or 5B.4(iv) applies, the nominee will hold such Ordinary
Shares and will transfer Ordinary Shares to such Subordinated Noteholder (or, whereparagraph (iii) applies, the person for whom the Clearing System Holder holds theSubordinated Note) promptly after such Subordinated Noteholder provides the nomineewith the information required to be provided by such Subordinated Noteholder under
Condition 5B.2 (as if a reference in Condition 5B.2 to ANZBGL is a reference to thenominee and a reference to the issue of Ordinary Shares is a reference to the transfer ofOrdinary Shares) but only where such information is provided to the nominee within 30
47

days of the date on which Ordinary Shares are issued to the nominee upon Conversion
of such Subordinated Note and failing which the nominee will sell the Ordinary Sharesand pay the proceeds to such Subordinated Noteholder in accordance with Condition
5B.4(vii)(a); and(c)where Condition 5B.4(v) applies, the nominee shall deal with Ordinary Shares the
subject of a FATCA Withholding and any proceeds of their disposal in accordance with
FATCA;(viii)

nothing in this Condition 5B.4 shall affect the Conversion of the Subordinated Notes of a
Subordinated Noteholder who is not a person to which any of Condition 5B.4(i) to 5B.4(v)(inclusive) applies; and(ix)

for the purposes of this Condition 5B.4, none of ANZBGL, TopCo or the nominee owes any
obligations or duties to the Subordinated Noteholders in relation to the price at which Ordinary
Shares are sold or has any liability for any loss suffered by a Subordinated Noteholder as a resultof the sale of Ordinary Shares.

5B.5

Write-Off of Subordinated Notes if Conversion is not effected within 5 Business Days after
a Trigger Event Date

Notwithstanding any other provision of Condition 5B and provided that "Write-Off – Applicable" is not
specified in the relevant Pricing Supplement, where Subordinated Notes are required to be Converted on
the Trigger Event Date and Conversion of the relevant Principal Amount of the Subordinated Notes thatare subject to Conversion has not been effected within five Business Days after the relevant Trigger
Event Date for any reason (including an Inability Event):(i)the relevant Principal Amount of each Subordinated Note which, but for this Condition 5B.5,
would be Converted, will not be Converted and instead will be Written-Off with effect on andfrom the Trigger Event Date; and(ii)

ANZBGL shall notify the Subordinated Noteholders as promptly as practically possible that
Conversion of the relevant Principal Amount of the Subordinated Notes has not occurred andthat such Principal Amount of the Subordinated Notes has been Written-Off.

5B.6

Subordinated Noteholder acknowledgements

Each Subordinated Noteholder irrevocably:(i)consents to becoming a member of ANZBGL TopCo upon the Conversion of the relevant
Principal Amount of Subordinated Notes as required by this Condition 5B and agrees to bebound by the constitution of ANZBGLTopCo, in each case in respect of the Ordinary Sharesissued to such Subordinated Noteholder on Conversion;(ii)

acknowledges and agrees that it is obliged to accept Ordinary Shares upon a Conversion of the
Principal Amount of Subordinated Notes it holds notwithstanding anything that might otherwise
affect a Conversion of such Principal Amount of Subordinated Notes including:

(iii)

(a)

any change in the financial position of ANZBGL since the issue of such SubordinatedNotes;(b)

any disruption to the market or potential market for the Ordinary Shares or to capital
markets generally; or(c)any breach by ANZBGL of any obligation in connection with such Subordinated Notes;

acknowledges and agrees that where Condition 5A.3 applies:(a)there are no other conditions to a Non-Viability Trigger Event occurring as and whenprovided in Condition 5A.2;

48

(b)

Conversion must occur immediately on the occurrence of a Non-Viability Trigger Eventand that may result in disruption or failures in trading or dealings in the SubordinatedNotes;(c)it will not have any rights to vote in respect of any Conversion and that the SubordinatedNote does not confer a right to vote at any meeting of members of ANZBGL; and(d)the Ordinary Shares issued on Conversion may not be quoted at the time of issue, or at
all;

(iv)

acknowledges and agrees that where Condition 5B.5 applies, no conditions or events will affectthe operation of that Condition and such Subordinated Noteholder will not have any rights tovote in respect of any Write-Off under that Condition and has no claim against ANZBGL arisingin connection with the application of that Condition;(v)

acknowledges and agrees that such Subordinated Noteholder has no right to request a
Conversion of any Principal Amount of any Subordinated Notes or to determine whether (or inwhat circumstances) the Principal Amount of Subordinated Notes it holds is Converted; and(vi)

acknowledges and agrees that none of the following shall prevent, impede or delay theConversion or (where relevant) Write-Off of the Principal Amount of Subordinated 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 other notice required by thisCondition 5B;(c)any failure or delay in quotation of the Ordinary Shares to be issued on Conversion;(d)

any failure or delay by a Subordinated Noteholder or any other party in complying withthe provisions of Condition 5A.4; and(e)any requirement to select or adjust the number or Principal Amount of SubordinatedNotes to be Converted in accordance with Condition 5A.3(ii)(b) or 5A.3(iii); and(e)(vii) acknowledges and agrees that if, in respect of a Conversion, TopCo has issued the Conversion
Number of Ordinary Shares to the Subordinated Noteholder but the Subordinated Note or
portion thereof has not been transferred free from encumbrance to TopCo, the SubordinatedNote or such portion shall be Written-Off in accordance with Condition 5B.7 without prejudice
to the issue of the Ordinary Shares.
5B.7

Meaning of "Written-Off"For the purposes of Condition 5B, "Written-Off" shall mean that, in respect of a Subordinated Note or
portion thereof that is otherwise subject to Conversion and a Trigger Event Date:(i)the Subordinated 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 these Conditions on any
subsequent date; and(ii)

with effect on and from the Trigger Event Date, the rights of the relevant SubordinatedNoteholder of the Subordinated Note or portion thereof (including any right to receive any
payment thereunder including payments of principal and interest both in the future and accrued
but unpaid as at the Trigger Event Date) in relation to such Subordinated Note or portion thereof
are immediately and irrevocably terminated and written-off; and"Write-Off" has a corresponding meaning.
5C

Write-Off of Subordinated Notes

5C.1

Write-Off of Subordinated Notes on Trigger Event Date49

If "Write-Off – Applicable" is specified in the relevant Pricing Supplement, Condition 5C shall apply to
the Subordinated Notes and on the Trigger Event Date the rights of the Subordinated Noteholder of therelevant Subordinated Notes in relation to the relevant Principal Amount (as determined under Condition
5A.3) of the Subordinated Notes are Written-Off (as that term is defined for the purposes of Condition
5C).
Each Subordinated Noteholder irrevocably acknowledges and agrees that no conditions or events willaffect the operation of this Condition 5C and such Subordinated Noteholder will not have any rights tovote in respect of any Write-Off under this Condition 5C.1.
5C.2

Meaning of "Written-Off"For the purposes of this Condition 5C, "Written-Off" shall mean that, in respect of a Subordinated Noteor portion thereof and a Trigger Event Date, the rights of the relevant Subordinated Noteholder (including
any right to receive any payment thereunder including payments of principal and interest, both in the
future and accrued but unpaid as at the Trigger Event Date) in relation to such Subordinated Note or
portion thereof are immediately and irrevocably terminated and written-off; and"Write-Off" has a corresponding meaning.
5D

Substitution of Issuer

5D.1

Application of this Conditions

Unless "Write-Off – Applicable" is specified in the relevant Pricing Supplement, this Condition 5D shallapply to the Subordinated Notes.
5D.2

Substitution of Approved NOHC

Where:(i)either of the following occurs:
(a)

(b)

(ii)

a takeover bid 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 relevant interest in more than
50 per cent. of the Ordinary Shares on issue; or(B)the directors of ANZBGLTopCo, acting as a board, issue a statement that at leasta majority of its directors who are eligible to do so have recommended acceptanceof such offer (in the absence of a higher 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 a person having a relevantinterest in more than 50 per cent. of the Ordinary Shares that will be on issue after thescheme is implemented and:(A)

all classes of members of ANZBGL TopCo pass all resolutions required toapprove the scheme by the majorities required under the Corporations Act, toapprove the scheme; and(B)

an independent expert issues a report that the proposals in connection with thescheme are in the best interests of the holders of Ordinary Shares; andthe bidder or the person having a relevant interest in the Ordinary Shares in ANZBGL TopCo
after the scheme is implemented (or any entity that Controls the bidder or the person having therelevant interest) is an Approved NOHC,

then ANZBGL without further authority, assent or approval of the Subordinated Noteholders may (butwith the prior written approval of APRA):

50

(iii)

amend these Conditions such that, unless APRA otherwise agrees, on the date the Principal
Amount of Subordinated Notes is to be Converted:(a)each Subordinated Note that is being Converted in whole will be automaticallytransferred by each holder of such Subordinated Note free from encumbrance to theApproved NOHC on the date the Conversion is to occur;(b)in respect of each Subordinated Note that is being Converted only in part, on the date theConversion is to occur:(A)

the Principal Amount of the Subordinated Note that is being Converted shall be
reduced to an amount equal to the non-Converted portion of the Principal Amountof such Subordinated Note in accordance with Condition 5A.4; and(B)

the Approved NOHC will be taken to hold a new Subordinated Note with a
Principal Amount equal to the Converted portion of the Principal Amount of theSubordinated Note being Converted;

provided that any failure or delay by a Subordinated Noteholder or any other party incomplying with the provisions of Condition 5D.2(iii)(b) shall not prevent, impede or
delay the Conversion or Write-Off of Subordinated Notes.
(c)each holder (or a nominee in accordance with Condition 5B.2 or 5B.4 (as applicable),which provisions shall apply, mutatis mutandis, to such Approved NOHC Ordinary
Shares) of the Subordinated Note or portion thereof being Converted will be issued anumber of Approved NOHC Ordinary Shares equal to the Conversion Number and theprovisions of the Schedule to these Conditions shall apply (with any necessary changes)
to the determination of the number of such Approved NOHC Ordinary Shares; and(d)as between ANZBGL and the Approved NOHC, each Subordinated Note held by theApproved NOHC as a result of Condition 5D.2(iii)(b) will be automatically Converted
into a number of ANZ Ordinary Shares such that the total number of ANZ Ordinary
Shares held by the Approved NOHC by reason of such Conversion increases by the
number which equals the number of Approved NOHC Ordinary Shares issued by theApproved NOHC to holders on Conversion; and(iv)

makes such other amendments as in ANZBGL's reasonable opinion are necessary or appropriate
to effect the substitution of an Approved NOHC as the provider of the ordinary shares on
Conversion in the manner contemplated by these Conditions, including, where the terms uponwhich the Approved NOHC acquires ANZBGL are such that the number of Approved NOHC
Ordinary Shares on issue immediately after the substitution differs from the number of Ordinary
Shares on issue immediately before that substitution (not involving any cash payment or other
distribution to or by the holders of any such shares), an adjustment to any relevant VWAP or
Issue Date VWAP consistent with the principles of adjustment set out in the Schedule to these
Conditions.

5D.3

Notice of substitution of Approved NOHCANZBGL shall give a notice to the Subordinated Noteholders as soon as practicable after the substitutionin accordance with Condition 5D.2 specifying the amendments to these Conditions which will be madein accordance with Condition 5D.2 to effect the substitution of an Approved NOHC as issuer of ordinary
shares on Conversion.
5D.4

Further substitutions

After a substitution under Condition 5D.2, the Approved NOHC may without the authority, approval orassent of the holder of Subordinated Notes, effect a further substitution in accordance with Condition
5D.2 (with necessary changes).
5E

Definition and Interpretations relevant to Subordinated Notes

5E.1

Definitions
51

For the purposes of Conditions 5, 5A, 5B, 5C, 5D and the Schedule to these Conditions, unless the context
otherwise requires, the following defined terms have the meanings set out below:"ANZ Ordinary Share" means a fully paid ordinary share in the capital of ANZBGL.
"Approved NOHC" means an entity which:(i)

is a non-operating holding company within the meaning of the Banking Act 1959 of Australia(which term, as used herein, includes any amendments thereto, rules thereunder and any
successor laws, amendments and rules); and(ii)

has agreed for the benefit of Subordinated Noteholders:(A)

to issue fully paid ordinary shares in its capital under all circumstances when ANZBGL
would otherwise have been required to Convert a Principal Amount of SubordinatedNotes, subject to the same terms and conditions as set out in these Conditions (with allnecessary modifications); and(B)

to use all reasonable endeavours to procure quotation of Approved NOHC Ordinary
Shares issued upon Conversion of relevant Subordinated Notes on the Australian
Securities Exchange.

"Approved NOHC Ordinary Shares" means a fully paid ordinary share in the capital of the Approved
NOHC.
"Board" means either the board of directors of ANZBGL or a committee appointed by the board of
directors of ANZBGL.
"Clearing System Holder" means that the holder of a Subordinated Note is the operator of a clearing
system or a depository, or a nominee for a depository or a clearing system.
"Control" has the meaning given in the Corporations Act.
"Controlled Entity" shall mean, in respect of ANZBGL, an entity ANZBGL Controls.
"Conversion" means, in relation to a Subordinated Note, the allotment and issue of Ordinary Shares andthe termination of the holder's rights in relation to the relevant Principal Amount of that SubordinatedNote, in each case in accordance with the Schedule to these Conditions, and "Convert", "Converting"and "Converted" have corresponding meanings.
"Deed of Undertaking" means the deed poll made by TopCo in favor of Subordinated Noteholders.
"FATCA Withholding" means any deduction or withholding made for or on account of FATCA.
"Inability Event" means ANZBGL or TopCo is prevented by applicable law or order of any court or
action of any government authority (including regarding the insolvency, winding-up or other external
administration of ANZBGL or TopCo) or any other reason from Converting the Subordinated Notes
performing any of their obligations necessary to effect the Conversion of any Subordinated Notes.
"Issuer Group" means ANZBGL TopCo and its Controlled Entities.
"Level 1", "Level 2" and "Level 3" means those terms as defined by APRA from time to time.
"Ordinary Share" means a fully paid ordinary share in the capital of ANZBGLTopCo.
"Regulatory Capital" means a Tier 1 Capital Security or a Tier 2 Capital Security.
"Related Conversion Steps" has the meaning given in Section 1(f) of the Schedule to these Conditions.
"Related Entity" has the meaning given by APRA from time to time.
"Relevant Securities" means each of the:

52

(i)

Relevant Tier 1 Securities; and(ii)

Relevant Tier 2 Securities;"Relevant Tier 1 Security" means, where a Non-Viability Trigger Event occurs, a Tier 1 Capital
Security that, in accordance with its terms or by operation of law, is capable of being converted into
Ordinary Shares or written-off upon the occurrence of that event.
"Relevant Tier 2 Security" means, where a Non-Viability Trigger Event occurs, a Tier 2 Capital
Security that, in accordance with its terms or by operation of law, is capable of being converted into
Ordinary Shares or written-off upon the occurrence of that event.
"Subordinated Noteholder" means, in respect to a Subordinated Note and only for so long as such
Subordinated Notes are held in a clearing system as specified in the relevant Pricing Supplement, for the
purposes of determining the person entitled to be issued Ordinary Shares (or, where Condition 5B.4
applies, the net proceeds of sale of such shares) and the amount of their entitlements, a person who is aparticipant of that clearing system.
"Tier 1 Capital" means the Tier 1 capital of ANZBGL (on a Level 1 basis) or the Issuer Group (on aLevel 2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to time.
"Tier 1 Capital Security" means a share, note or other security or instrument constituting Tier 1 Capital.
"Tier 2 Capital" means Tier 2 capital of ANZBGL (on a Level 1 basis) or the Issuer Group (on a Level
2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to time.
"Tier 2 Capital Security" means a note or other security or instrument constituting Tier 2 Capital.
"TopCo" means ANZ Group Holdings Limited (ACN 659 510 791).
"TopCo Shares" means Ordinary Shares or any other shares in the capital of TopCo.
"Trigger Event Date" means the date (whether or not a Business Day) on which APRA notifies
ANZBGL of a Non-Viability Trigger Event as contemplated in Condition 5A.2.
"Trigger Event Notice" has the meaning given to it in Condition 5A.3.
5E.2

Interpretation

In this Condition 5, unless the contrary intention appears:(i)any provisions which refer to the requirements of APRA or any other prudential regulatory
requirements will apply to the Issuer only if the Issuer is an entity, or the holding company ofan entity, or is a direct or indirect subsidiary of an Approved NOHC, subject to regulation andsupervision by APRA at the relevant time;(ii)

any provisions which require APRA's consent or approval will apply only if APRA requires thatsuch consent or approval be given at the relevant time;(iii)

any provisions in these Conditions requiring the prior approval of APRA for a particular courseof action to be taken by the Issuer do not imply that APRA has given its consent or approval tothe particular action as of the Issue Date of the applicable Note;(iv)

a reference to any term defined by APRA (including, without limitation, "Level 1", "Level 2","Level 3", "Tier 1 Capital" and "Tier 2 Capital") shall, if that term is replaced or superseded inany of APRA's applicable prudential regulatory requirements or standards, be taken to be areference to the replacement or equivalent term;(v)

the terms takeover bid, relevant interest and scheme of arrangement when used in these
Conditions have the meaning given in the Corporations Act;

53

(vi)

for the avoidance of doubt, if Conversion under Condition 5B or Write-Off under Condition 5C
of Subordinated Notes is to occur on a Trigger Event Date, then that Conversion or Write-Offmust occur on that date notwithstanding that it may not be a Business Day; and(vii)

a reference to a term defined by the ASX Listing Rules, or the ASX Operating Rules shall, if
that term is replaced in those rules, be taken to be a reference to the replacement term.

6.

Payments and Talons(a)Bearer Notes

Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, be madeagainst presentation and surrender of the relevant Receipts (in the case of payments of Instalment
Amounts other than on the due date for redemption and provided that the Receipt is presented for payment
together with its relative Note), Notes (in the case of all other payments of principal and, in the case ofinterest, as specified in Condition 6(f)(vi)) or Coupons (in the case of interest, save as specified in
Conditions 6(f)(ii)), as the case may be, at the specified office of any Paying Agent outside the UnitedStates by a cheque payable in the currency in which such payment is due drawn on, or, at the option of
the holder, by transfer to an account denominated in that currency with, a bank in the Principal Financial
Centre for that currency; provided, however, that:(i)payments in a Specified Currency other than euro will be made by transfer to an account in therelevant Specified Currency maintained by the payee with, or by a cheque in such Specified
Currency drawn on, a bank in the Principal Financial Centre of the country of such Specified
Currency (which (A) if the Specified Currency is New Zealand dollars shall be Wellington and
Auckland; provided that where the London branch of ANZNIL is the Issuer (as specified in the
Pricing Supplement) such account and bank shall be located outside of New Zealand, (B) if theSpecified Currency is Australian dollars, shall be Sydney and (C) if the Specified Currency is
Renminbi, shall be Hong Kong); and(ii)payments in euro will be made by credit or transfer to a euro account (or any other account towhich euro may be credited or transferred) specified by the payee or, at the option of the payee,
by a euro cheque; provided that where the London branch of ANZNIL is the Issuer (as specified
in the Pricing Supplement) such euro account or bank on which such euro cheque is drawn shallbe located outside of New Zealand.

(b)Registered Notes(i)

Payments of principal (which for the purposes of this Condition 6(b) shall include final
Instalment Amounts but not other Instalment Amounts) in respect of Registered Notes shall bemade against presentation and surrender of the relevant Certificates at the specified office of
any of the Transfer Agents or of the Registrar in the manner provided in sub-paragraph (ii)below.

(ii)

Interest (which for the purpose of this Condition 6(b) shall include all Instalment Amounts otherthan final Instalment Amounts) on Registered Notes shall be paid to the person shown on theRegister at the close of business on the 15th day before the due date for payment thereof (the"Record Date"). Payments of interest in respect of each Registered Note shall be made in therelevant Specified Currency by cheque drawn on a bank in the Principal Financial Centre of thecountry of such Specified Currency (which (A) if the Specified Currency is New Zealand dollars
shall be Wellington and Auckland provided that where the London branch of ANZNIL is theIssuer (as specified in the Pricing Supplement) such account and bank shall be located outsideof New Zealand, and (B) if the Specified Currency is Australian dollars, shall be Sydney and(C) if the Specified Currency is Renminbi, shall be Hong Kong), and mailed to the holder (orthe first-named of joint holders) of such Note at its address appearing in the Register. Upon
application by the holder to the specified office of the Registrar or any Transfer Agent before
the Record Date and subject as provided in paragraph 6(a) above, such payment of interest may
be made by transfer to an account in the Specified Currency maintained by the payee with abank in the Principal Financial Centre of the country of such Specified Currency (which (x) if
the Specified Currency is New Zealand dollars shall be Wellington and Auckland; provided that
where the London branch of ANZNIL is the Issuer (as specified in the Pricing Supplement) such54

account and bank shall be located outside of New Zealand, and (y) if the Specified Currency isAustralian dollars, shall be Sydney and (z) if the Specified Currency is Renminbi, shall be HongKong); provided, however, that in the case of euro, the transfer may be to, or the cheque drawn
on, a euro account with a bank in the European Union.
So long as the Notes are represented by a Registered Global Note, the "Record Date" shall be
the close of business (in the relevant clearing system) on the Clearing System Business Day
before the due date for such payment where "Clearing System Business Day" means a day on
which the relevant clearing system is open for business.
(c)

Payments in the United States

Notwithstanding the foregoing, if any Bearer Notes are denominated in US dollars, payments in respect
thereof may be made at the specified office of any Paying Agent in New York City in the same manner
as aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside the UnitedStates with the reasonable expectation that such Paying Agents would be able to make payment of theamounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at
all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on
payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without
involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer.
(d)Payments Subject to Fiscal Laws

All payments are subject in all cases to (i) any applicable fiscal or other laws regulations and directives,and (ii) any withholding or deduction made for or on account of FATCA but without prejudice to theprovisions of Condition 7 (Taxation). No commission or expenses shall be charged to the Noteholders or
Couponholders in respect of such payments. For the avoidance of doubt, any amounts to be paid inrespect of the Notes will be paid and any Ordinary Shares to be issued to a holder on Conversion of a
Subordinated Note will be issued to the holder, net of any deduction or withholding made for or on
account of FATCA (a "FATCA Withholding") and, notwithstanding any other provision of these
Conditions, no additional amounts will be required to be paid and no additional Ordinary Shares will be
required to be issued on account of any such deduction or withholding. References to Specified Currency
will include any successor currency under applicable law.
(e)Appointment of AgentsThe Fiscal Agent, the other Paying Agents (if any), the Registrar, the Transfer Agents, the VPS Agentand the Calculation Agent initially appointed by the Issuer and the Guarantor and their respective
specified offices are listed below. The Fiscal Agent, the other Paying Agents (if any), the Registrar,
Transfer Agents, the VPS Agent and the Calculation Agent act solely as agents of the Issuer and, if
applicable, the Guarantor and do not assume any obligation or relationship of agency or trust for or with
any Noteholder or Couponholder. The Issuer and, if applicable, the Guarantor reserves the right at any
time to vary or terminate the appointment of the Fiscal Agent, any other Paying Agent, the Registrar, any
Transfer Agent, the VPS Agent or the Calculation Agent and to appoint additional or other Paying Agentsor Transfer Agents, provided that the Issuer and, if applicable, the Guarantor shall at all times maintain(i) a Fiscal Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation toRegistered Notes (including a Transfer Agent having its specified office in London so long as any
Registered Notes are listed on the Official List of the UK Financial Conduct Authority and admitted to
trading on the London Stock Exchange), (iv) one or more Calculation Agent(s) where the Conditions so
require, (v) Paying Agents having specified offices in at least two major European cities (including
London so long as the Notes are listed on the Official List of the UK Financial Conduct Authority andadmitted to trading on the London Stock Exchange), (vi) such other agents as may be required by therules of any other listing authority, stock exchange and/or quotation system on which the Notes may be
admitted to listing, trading and/or quotation (vii) as long as any Notes are held in CMU Service, there
will at all times be appointed a CMU lodging agent (the "CMU Lodging Agent") and a paying agent
with a specified office in such place as required by the CMU Service (the "CMU Paying Agent") and(viii) a VPS Agent authorised to act as an account holding institution with the VPS and one or more
Calculation Agent(s) where the Terms and Conditions of the relevant VPS Notes so require.

55

In addition, the Issuer and, if applicable, the Guarantor shall forthwith appoint a Paying Agent in New
York City in respect of any Bearer Notes denominated in US dollars in the circumstances described in
Condition 6(c).
Notice of any such change or any change of any specified office shall promptly be given to the
Noteholders in accordance with Condition 14 (Notices).
(f)Unmatured Coupons and Receipts and Unexchanged Talons(i)

In the case of Fixed Rate Notes, Bearer Notes should be surrendered for payment together withall unmatured Coupons (if any) appertaining thereto, failing which an amount equal to the facevalue of each missing unmatured Coupon (or, in the case of payment not being made in full,that proportion of the amount of such missing unmatured Coupon which the sum of principal so
paid bears to the total principal due) will be deducted from the Final Redemption Amount, Early
Redemption Amount or Optional Redemption Amount, as the case may be, due for payment.
Any amount so deducted will be paid in the manner mentioned above against surrender of such
missing Coupon within a period of 10 years from the Relevant Date for the payment of suchprincipal (whether or not such Coupon has become void pursuant to Condition 8 (Prescription)).

(ii)

In the case of Floating Rate Notes or Range Accrual Notes, unless the Pricing Supplement
provides otherwise, upon the due date for redemption of any Bearer Note, unmatured Coupons
relating to such Note (whether or not attached) shall become void and no payment shall be madein respect of them.

(iii)

Upon the due date for redemption of any Bearer Note, any Talon relating to such Note (whether
or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.

(iv)

Upon the due date for redemption of any Bearer Note which is redeemable in instalments, allReceipts relating to such Note having an Instalment Date falling on or after such due date
(whether or not attached) shall become void and no payment shall be made in respect of them.

(v)

Where any Bearer Note which provides that the relative Coupons are to become void upon thedue date for redemption of those Notes is presented for redemption without all unmatured
Coupons and any unexchanged Talon relating to it, and where any Bearer Note is presented forredemption without any unexchanged Talon relating to it, redemption shall be made only against
the provisions of such indemnity as the Issuer may require.

(vi)

If the due date for redemption of any Notes is not a due date for payment of interest, interest
accrued from the preceding due date for payment of interest or the Interest Commencement
Date, as the case may be, shall only be payable against presentation (and surrender if
appropriate) of the relevant Note or Certificate representing it, as the case may be. Interest
accrued on a Note which only bears interest after its Maturity Date shall be payable on
redemption of such Note against presentation of the relevant Note or Certificate representing it,
as the case may be.

(g)TalonsOn or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in
respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the
specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if necessary another
Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to
Condition 8 (Prescription)).
(h)

Non-Business Days

Subject in the case of any Subordinated Notes to the Schedule to these Conditions, if any date for payment
in respect of any Note, Receipt or Coupon is not a Payment Business Day, the holder shall not be entitledto payment until (i) if "Following" is specified as the Payment Business Day Convention in the applicable
Pricing Supplement, the next following Payment Business Day or (ii), if "Modified Following" is
specified as the Payment Business Day Convention in the applicable Pricing Supplement, the next
following Payment Business Day unless that Payment Business Day falls in the next calendar month, in56

which case the first preceding Payment Business Day. In this paragraph, "Payment Business Day"means a day (other than a Saturday or a Sunday) on which:(i)commercial banks and foreign exchange markets settle payments generally in such jurisdictions
as shall be specified as "Additional Financial Centres" in the Pricing Supplement, in London
and Sydney where ANZBGL is the Issuer, in London, Auckland and Wellington where ANZ
New Zealand or ANZNIL is the Issuer and, where relevant, in the relevant place of presentation;
and

(ii)

(in the case of a payment in a currency other than euro or Australian dollars where ANZBGL is
the Issuer, or New Zealand dollars where ANZ New Zealand or, as the case may be, ANZNIL
is the Issuer, where payment is to be made by transfer in the relevant currency to an accountmaintained with a bank) foreign exchange transactions may be carried on in the relevant
currency in the Principal Financial Centre of the country of such currency; or(iii)(in the case of a payment in euro) banks are open for business and carrying out transactions ineuro in the jurisdiction in which the account specified by the payee is located and a day on which
the TARGET2 System is open, unless otherwise specified in the Pricing Supplement.

(i)Euro and Redenomination

References to euro are to the currency introduced at the start of the third stage of European economic andmonetary union pursuant to Article 123 of the Treaty.
Unless otherwise specified in the Pricing Supplement, Notes denominated in the currency (the "Relevant
Currency") of a Member State that does not participate in the third stage of European economic andmonetary union prior to the Issue Date of the relevant Notes may, at the election of the Issuer, be subject
to redenomination in the manner set out below. In relation to such Notes the Issuer may, without theconsent of the Noteholders or Couponholders, on giving at least 30 days' prior notice to Noteholders, theFiscal Agent and each of the Paying Agents and Transfer Agents, designate a "Redenomination Date"for the Notes, being a date for payment of interest under the Notes falling on or after the date on which
the relevant Member State commences participation in such third stage.
With effect from the Redenomination Date, notwithstanding the other provisions of the Conditions:(i)the Notes shall (unless already so provided by mandatory provisions of applicable law) bedeemed to be redenominated in euro in the denomination of euro 0.01 with a principal amountfor each Note equal to the principal amount of that Note in the Relevant Currency, converted
into euro at the rate for conversion of the Relevant Currency into euro established by the Councilof the European Union pursuant to the Treaty (including compliance with rules relating torounding in accordance with European Community regulations) provided that, if the Issuer
determines that the then market practice in respect of the redenomination into euro 0.01 ofinternationally offered securities is different from the provisions specified above, suchprovisions shall be deemed to be amended so as to comply with such market practice and theIssuer shall promptly notify the Noteholders, any listing authority, stock exchange and/or
quotation system on which the Notes may be listed, the Fiscal Agent and each of the Paying
Agents and Transfer Agents of such deemed amendment;(ii)

if Notes in definitive form are required to be issued, they shall be issued at the expense of theIssuer in the denominations of euro 0.01, euro 1,000, euro 10,000, euro 100,000 and such otherdenominations as the Fiscal Agent shall determine and notify to Noteholders;(iii)

if Notes in definitive form have been issued, all unmatured Receipts and Coupons denominatedin the Relevant Currency (whether or not attached to the Notes) will become void with effectfrom the date on which the Issuer gives the notice (the "Exchange Notice") that replacement
euro-denominated Notes, Receipts and Coupons are available for exchange (provided that suchsecurities are so available) and no payments will be made in respect of them. The payment
obligations contained in any Notes so issued will also become void on that date although those
Notes will continue to constitute valid exchange obligations of the Issuer. New certificates inrespect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes,
Receipts and Coupons denominated in the Relevant Currency in such manner as the Fiscal Agent
may specify and as shall be specified to Noteholders in the Exchange Notice;
57

(iv)

all payments in respect of the Notes (other than, unless the Redenomination Date is on or after
such date as the Relevant Currency ceases to be a subdivision of the euro, payments of interestin respect of periods commencing before the Redenomination Date) will be made solely in euro.
Such payments will be made in euro by credit or transfer to a euro account (or any other accountto which euro may be credited or transferred) specified by the payee or by cheque; and(v)

the amount of interest in respect of Notes will be calculated by reference to the aggregate
principal amount of Notes presented (or, as the case may be, in respect of which Receipts or
Coupons are presented) for payment by the relevant holder and the amount of such payment
shall be rounded down to the nearest euro 0.01.

In connection with such redenomination, the Issuer may, after consultation with the Fiscal Agent, makesuch other changes to the Conditions applicable to the relevant Notes as it may decide so as to conformthem to the then market practice in respect of euro-denominated debt securities issued in the euromarkets
which are held in international clearing systems. Any such changes will not take effect until the next
following Interest Payment Date after they have been notified to the Noteholders in accordance with
Condition 14 (Notices).
(j)Payment of US Dollar Equivalent in respect of CNY Notes

Notwithstanding the foregoing, if by reason of Inconvertibility, Non transferability or Illiquidity, theIssuer is not able to satisfy payments of principal or interest in respect of any Notes which aredenominated in Renminbi ("CNY Notes") when due in Renminbi in Hong Kong, the Issuer may, on
giving not less than five or more than 30 calendar days' irrevocable notice to the Noteholders prior to thedue date for payment, settle any such payment in US dollars on the due date at the US Dollar Equivalentof any such Renminbi-denominated amount.
For the purposes of these Conditions, "US Dollar Equivalent" means the Renminbi amount converted
into US dollars using the Spot Rate for the relevant Determination Date.
For this purpose:"CNY" means the lawful currency of the PRC;
"Determination Business Day" means a day (other than a Saturday or Sunday) on which commercial
banks are open for general business (including dealings in foreign exchange) in Hong Kong, Beijing,
London and in New York City;"Determination Date" means the day which is two Determination Business Days before the due date forany payment of the relevant amount under these Conditions;"Governmental Authority" means any de facto or de jure government (or any agency or instrumentality
thereof), court, tribunal, administrative or other governmental authority or any other entity (private or
public) charged with the regulation of the financial markets (including the central bank) of Hong Kong;"HKMA" means the Hong Kong Monetary Authority, the government authority in Hong Kong withresponsibility for maintaining currency and banking stability, or any lawful successor thereto;"Hong Kong" means the Hong Kong Special Administrative Region of the PRC;
"Illiquidity" means that the general Renminbi exchange market in Hong Kong has become illiquid and,as a result of which, the Issuer cannot obtain sufficient Renminbi in order to satisfy its obligation to pay
interest and principal (in whole or in part) in respect of the CNY Notes, as determined by the Issuer ingood faith and in a commercially reasonable manner following consultation (if practicable) with two
Renminbi Dealers;"Inconvertibility" means the occurrence of any event that makes it impossible for the Issuer to convert
any amount due in respect of the CNY Notes in the general Renminbi exchange market in Hong Kong,other than where such impossibility is due solely to the failure of the Issuer to comply with any law, ruleor regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after
8 August 2012 and it is impossible for the Issuer, due to an event beyond its control, to comply with suchlaw, rule or regulation);
58

"Non transferability" means the occurrence of any event that makes it impossible for the Issuer totransfer Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an
account outside Hong Kong or from an account outside Hong Kong to an account inside Hong Kong,other than where such impossibility is due solely to the failure of the Issuer to comply with any law, ruleor regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after
8 August 2012 and it is impossible for the Issuer, due to an event beyond its control, to comply with suchlaw, rule or regulation);"PRC" means the People's Republic of China which, for the purpose of these Conditions, shall exclude
Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan;"Renminbi" means the lawful currency of the PRC;
"Renminbi Dealer" means an independent foreign exchange dealer of international repute active in theRenminbi exchange market in Hong Kong; and"Spot Rate" means the spot CNY/US dollar exchange rate for the purchase of US dollars with Renminbi
in the over-the-counter Renminbi exchange market in Hong Kong for settlement in two Determination
Business Days, as determined by the Calculation Agent at or around 11.00 a.m. (Hong Kong time) on
the Determination Date, on a deliverable basis by reference to Reuters Screen Page TRADCNY3, or if
no such rate is available, on a non-deliverable basis by reference to Reuters Screen Page TRADNDF. Ifneither rate is available, the Calculation Agent will determine the Spot Rate at or around 11.00 a.m.
(Hong Kong time) on the Determination Date as the most recently available CNY/US dollar official
fixing rate for settlement in two Determination Business Days reported by The State Administration of
Foreign Exchange of the PRC, which is reported on the Reuters Screen Page CNY=SAEC.
(k)

Payment of US Dollar equivalent in respect of Exotic Currencies

If Exotic Currency Payments is specified to be applicable in the relevant Pricing Supplement then, in theevent that the Issuer is due to make a payment in an Exotic Currency in respect of any Note and the
Exotic Currency is not available or it is impracticable to make the payment in the Exotic Currency due
to circumstances beyond the Issuer's control as determined by the Calculation Agent acting in good faithand in a commercially reasonable manner, the Issuer will be entitled to satisfy in full its obligations in
respect of such payment by making payment as soon as practicable in US dollars on the basis of the spot
exchange rate of US dollars against the Exotic Currency offered in the London foreign exchange market
as determined by the Calculation Agent referencing the Exotic Currency Reuters Screen Page at or
around the Exotic Currency Relevant Time on the fifth London Business Day prior to such payment or,if such rate is not available on that day, the Calculation Agent will reference the rate most recently
available prior to such day.
Any payment made in US dollars in accordance with the foregoing paragraph will not constitute an Eventof Default (as defined in Condition 9 (Events of Default)). The communications, opinions,determinations, calculations, quotations and decisions given, expressed, made or obtained by the
Calculation Agent hereunder shall be at its sole discretion and shall (in the absence of manifest error,
wilful default or bad faith) be conclusive for all purposes and binding on the Issuer, the Paying Agents,
and the holders of the Notes or Coupons.
For this purpose:"Exotic Currency" means the Specified Currency, being either Mexican peso, Turkish lira or South
African rand, as specified in the Pricing Supplement.
"Exotic Currency Relevant Time" means the time specified in the Pricing Supplement.
"Exotic Currency Reuters Screen Page" means the Reuters screen page specified in the Pricing
Supplement.
"London Business Day" means a day (other than a Saturday or Sunday) on which commercial banks
and foreign exchange markets settle payments generally in London.
(l)

VPS Notes

59

Payments of principal and interest in respect of VPS Notes shall be made to the holders shown in therelevant records of the VPS in accordance with and subject to the VPS Act and the rules and regulations
from time to time governing the VPS.
(m)

Discretion of Calculation AgentAll notifications, opinions, determinations, certificates, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of the provisions of this Condition 6 (Payments and Talons)by the Calculation Agent will (in the absence of a manifest error) be binding on the Issuer, the Paying
Agents and the holders of the Notes or Coupons and (in the absence of negligence, wilful default, badfaith or fraud) no liability to any such person shall attach to the Calculation Agent in connection with theexercise or non-exercise by it of its powers and duties for such purposes.
7.

Taxation(a)Withholding Tax

Subject as provided below, all payments of principal and interest in respect of the Notes, the Receipts
and the Coupons by or on behalf of the Issuer or, if applicable, the Guarantor shall be made free and clearof, and without withholding or deduction for, any taxes, duties, assessments or governmental charges ofwhatever nature imposed, levied, collected, withheld or assessed by or within the jurisdiction ofincorporation of the Issuer and/or, where the Issuer is acting through its branch outside its country ofincorporation, the jurisdiction, country or territory in which the branch through which the Issuer is acting
as specified in the relevant Pricing Supplement is located or, if applicable, the jurisdiction ofincorporation of the Guarantor or by any authority therein or thereof having power to tax (together,"Taxes"), unless such withholding or deduction is required by law or made for or on account of FATCA.
Any amounts withheld pursuant to an agreement with a taxing authority will be treated as required bylaw. In that event, the Issuer or (as the case may be) the Guarantor shall pay such additional amounts to
the Noteholders, Couponholders and Receiptholders as shall result in receipt by those Noteholders,
Couponholders and Receiptholders of such amounts as would have been received by them had no suchwithholding or deduction been required, except that no such additional amounts shall be payable withrespect to any Note, Receipt or Coupon:(i)presented for payment by or on behalf of a holder which is liable to such Taxes, duties,
assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of
its having some connection with the jurisdiction of incorporation of the Issuer or, where theIssuer is acting through its branch outside its country of incorporation, the jurisdiction, country
or territory in which the branch through which the Issuer is acting as specified in the relevant
Pricing Supplement is located and/or, if applicable, the jurisdiction of incorporation of the
Guarantor, other than the mere holding of such Note, Receipt or Coupon or the receipt of therelevant payment in respect thereof; or(ii)where ANZBGL is the Issuer, held by or on behalf of a holder who is an Australian resident ora non-resident who is engaged in carrying on business in Australia at or through a permanentestablishment of that non-resident in Australia, if that person has not supplied an appropriate tax
file number, Australian business number or other exemption details; or(iii)

presented (or in respect of which the Certificate representing it is presented) for payment morethan 30 days after the Relevant Date except to the extent that the holder of it would have been
entitled to such additional amounts on presenting it for payment on the 30 th such day; or(iv)

in respect of which the holder thereof is an Offshore Associate of ANZBGL (acting other thanin the capacity of a clearing house, paying agent, custodian, funds manager or responsible entityof a registered scheme within the meaning of the Corporations Act), where ANZBGL is theIssuer; or(v)

in respect of which the Taxes have been imposed or levied as a result of the holder of such Note,
Receipt or Coupon being party to or participating in a scheme to avoid such Taxes, being ascheme which ANZBGL, where ANZBGL is the Issuer, was neither a party to nor participatedin; or60

(vi)in respect of Bearer Notes only, if the holder of such Note, Receipt or Coupon or any entity
which directly or indirectly has an interest in or right in respect of such Note, Receipt or Coupon
is a resident of Australia, or a non-resident who is engaged in carrying on business in Australia
at or through a permanent establishment of that non-resident in Australia (the expressions"resident of Australia", "non-resident" and "permanent establishment" having the meanings
given to them by the Australian Tax Act) if, and to the extent that, section 126 of the Australian
Tax Act (or any equivalent provisions) requires ANZBGL, where ANZBGL is the Issuer, to pay
income tax in respect of interest payable on such Note, Receipt or Coupon and the income tax
would not be payable were the holder or such entity not such a resident of Australia or nonresident; or(vii)

where such withholding or deduction is for or on account of New Zealand resident withholding
tax, where either ANZ New Zealand or ANZNIL is the Issuer or ANZ New Zealand is the
Guarantor; or(viii)

presented for payment by, or a third party on behalf of, a holder if such withholding or deduction
may be avoided by complying with any statutory requirement or by making a declaration of
non-residence or other similar claim for exemption to any authority of or in New Zealand, unlessthe holder proves that he is not entitled so to comply or to make such declaration or claim, where
either ANZ New Zealand or ANZNIL is the Issuer or ANZ New Zealand is the Guarantor; or(ix)presented for payment by, or a third party on behalf of, a holder that is a partnership, or a holderthat is not the sole beneficial owner of the Note, Receipt or Coupon, or which holds the Note,
Receipt or Coupon, in a fiduciary capacity, to the extent that any of the members of thepartnership, the beneficial owner or the settlor or beneficiary with respect to the fiduciary would
not have been entitled to the payment of an additional amount had each of the members of thepartnership, the beneficial owner, settlor or beneficiary (as the case may be) received directly
his beneficial or distributive share of the payment; or(x)presented for payment in New Zealand, where either ANZ New Zealand or ANZNIL is theIssuer or ANZ New Zealand is the Guarantor; or(xi)

in respect of which the Taxes have been imposed or levied as a result of the holder of such Note,
Receipt or Coupon being party to or participating in a scheme to avoid such Taxes, being ascheme which either ANZ New Zealand or ANZNIL, where ANZ New Zealand or ANZNIL is
the Issuer, or ANZ New Zealand, where ANZ New Zealand is the Guarantor, was neither a party
to nor participated in; or(xii)

where such withholding or deduction is made for or on account of FATCA on payments to a
Noteholder, Couponholder, Receiptholder, beneficial owner, or any agent having custody orcontrol over a payment made by the Issuer, Guarantor or any agent in the chain of payment,
including due to the failure of the Noteholder, Couponholder, Receiptholder, beneficial owner,
or any agent having custody or control over a payment to comply with any requests for tax
certifications or other identifying information regarding such Noteholder, Couponholder,Receiptholder, beneficial owner, or agent, or due to the failure to provide a waiver of any laws
prohibiting the disclosure of such certifications, identifying information and other informationin respect of the Notes to a taxing authority.

As used in these Conditions, "Relevant Date" in respect of any Note, Receipt or Coupon means the dateon which payment in respect of it first becomes due or (if any amount of the money payable is improperly
withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier)the date seven days after that on which notice is duly given to the Noteholders that, upon further
presentation of the Note (or relative Certificate), Receipt or Coupon being made in accordance with theConditions, such payment will be made, provided that payment is in fact made upon such presentation.
References in these Conditions to (i) "principal" shall be deemed to include all Instalment Amounts,
Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised
Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 5(Redemption, Purchase and Options) or any amendment or supplement to it, (ii) "interest" shall bedeemed to include all Interest Amounts and all other amounts payable pursuant to Condition 4 (Interest
and other Calculations) or any amendment or supplement to it and (iii) "principal" and/or "interest"
shall be deemed to include any additional amounts that may be payable under this Condition or any
61

undertaking given in addition to or substitution for it under the Agency Agreement or, in respect of the
VPS Notes, the VPS Agency Agreement and the VPS Trustee Agreement. Any additional amounts due
in respect of the Subordinated Notes will be subordinated in right of payment as described in Condition
10 (Subordination).
The remaining provisions of this Condition only apply to ANZNIL where ANZNIL is the Issuer and to
ANZ New Zealand where ANZ New Zealand is the Issuer or the Guarantor. Where used in the remaining
provisions of this Condition, "interest" means interest (as defined under New Zealand taxation
legislation) for withholding tax purposes, which under current legislation includes the excess of theredemption amount over the issue price of any Note as well as coupon interest paid on such Note.
Where (i) ANZNIL is the Issuer or (ii) ANZ New Zealand is the Issuer or the Guarantor, and ANZ New
Zealand or ANZNIL, as the case may be, is required to deduct New Zealand non-resident withholding
tax in the case of any payments of interest to a holder of a Note or Coupon, ANZ New Zealand or
ANZNIL, as the case may be, may, and intend to (for so long as they do not incur any increased cost or
detriment from so doing), relieve themselves of such obligation by using a procedure which permits
borrowers such as ANZ New Zealand or ANZNIL, as the case may be, to reduce the applicable rate of
non-resident withholding tax to zero per cent. Under the current law, that procedure involves ANZ New
Zealand or ANZNIL, as the case may be, paying on their own respective accounts a levy to the New
Zealand revenue authorities (which is currently equal to two per cent. of such payments of interest).
ANZ New Zealand and ANZNIL are required by law to deduct New Zealand resident withholding tax
from the payment of interest to the holder of any Note on any Interest Payment Date or the Maturity
Date, where:(A)

the Holder is (i) a resident of New Zealand for New Zealand income tax purposes, or (ii)the Holder holds the notes for the purposes of a business the Holder carries on in New
Zealand, through a fixed establishment (as defined in the Income Tax Act 2007 (New
Zealand) in New Zealand, or (iii) the Holder is a registered bank engaged in business in
New Zealand through a fixed establishment (as defined in the Income Tax Act 2007
(New Zealand)) in New Zealand and is not associated with ANZ New Zealand or
ANZNIL (as applicable) (each a "New Zealand Holder"); and(B)

at the time of such payment the New Zealand Holder does not hold "RWT-exempt status"(as defined in the Income Tax Act 2007 (New Zealand)) in respect of New Zealandresident withholding tax.

Prior to any Interest Payment Date or the Maturity Date, any New Zealand Holder:(A)

must notify ANZ New Zealand or ANZNIL, as the case may be, that the New Zealand
Holder is the holder of a Note; and(B)must notify ANZ New Zealand or ANZNIL, as the case may be, of any circumstances,and provide ANZ New Zealand or ANZNIL, as the case may be, with any informationthat may enable ANZ New Zealand or ANZNIL, as the case may be, to make payment
of interest to the New Zealand Holder without deduction on account of New Zealandresident withholding tax.

The New Zealand Holder must notify ANZ New Zealand or ANZNIL, as the case may be, prior to any
Interest Payment Date or the Maturity Date, of any change in the New Zealand Holder's circumstancesfrom those previously notified that could affect the payment or withholding obligations of ANZ New
Zealand or ANZNIL, as the case may be, in respect of this Note. By accepting payment of the full face
amount of a Note or any interest thereon on any Interest Payment Date or the Maturity Date, the New
Zealand Holder indemnifies ANZ New Zealand or ANZNIL, as the case may be, for all purposes inrespect of any liability ANZ New Zealand or ANZNIL, as the case may be, may incur for not deducting
any amount from such payment on account of New Zealand resident withholding tax.
Only a New Zealand Holder will be obliged to make the notification referred to above.

62

(b)

Taxing Jurisdiction

If the Issuer or, if applicable, the Guarantor is, or becomes, subject at any time to any taxing
jurisdiction(s) other than or in addition to its own jurisdiction of incorporation or the jurisdiction, country
or territory in which the branch (if any) specified in the relevant Pricing Supplement is located, referencesin Condition 5(b) and this Condition 7 shall be read and construed as including references to such othertaxing jurisdiction(s).
8.

Prescription

Claims against the Issuer and, if applicable, the Guarantor for payment in respect of the Notes, Receipts
and Coupons (which, for this purpose, shall not include Talons) shall be prescribed and become void
unless made within 10 years (in the case of principal) or five years (in the case of interest) from theappropriate Relevant Date in respect of them.
9.

Events of Default(a)Unsubordinated Notes

If any of the following events ("Events of Default") occurs and is continuing, the holder of any
Unsubordinated Note of any Series issued by the Issuer (or, in the case of VPS Notes, the VPS Trustee)
may give written notice to the Fiscal Agent at its specified office that such Unsubordinated Note isimmediately repayable, whereupon it shall immediately become due and repayable at its Early
Redemption Amount together with accrued interest to the date of payment unless, prior to the date thatsuch written notice is received by the Fiscal Agent, the Issuer and/or, if applicable, the Guarantor shallhave cured or otherwise made good all Events of Default in respect of the Unsubordinated Notes of such
Series:(i)default is made in the payment of any principal or Final Redemption Amount, Early Redemption
Amount, Optional Redemption Amount, Instalment Amount or Amortised Face Amount (in thecase of a Zero Coupon Note) (whether becoming due upon redemption or otherwise) or interest
when due, in respect of any Unsubordinated Note of such Series, and such default continues fora period of seven days; or(ii)

the Issuer fails to perform or observe any of its obligations under any Unsubordinated Note ofsuch Series or, if applicable, the Guarantor fails to perform or observe any of its obligations
under the Deed of Guarantee, in either case other than those specified in paragraph (i) above
and in such case (except where such failure is incapable of remedy) such failure continues for aperiod of 30 days next following the service by any holder of any Unsubordinated Note of such
Series (or, in the case of VPS Notes, the VPS Trustee) on the Issuer, the Guarantor (if applicable)
and the Fiscal Agent of written notice requiring the same to be remedied; or(iii)

otherwise than for the purpose of an amalgamation or reconstruction or merger within themeaning of these words under the laws of the Issuer's or, if applicable, the Guarantor's countryof incorporation or, if applicable, the laws of the jurisdiction, country or territory in which thebranch through which the Issuer is acting as specified in the relevant Pricing Supplement islocated, a resolution is passed that the Issuer or, as the case may be, the Guarantor be wound up
or dissolved; or(iv)

the Issuer or, if applicable, the Guarantor stops payment (within the meaning of Australian or
any other applicable bankruptcy law) of its obligations; or(v)

an encumbrancer takes possession of or a receiver is appointed of the whole or a substantial partof the undertaking and assets of the Issuer or, if applicable, the Guarantor and any such event is
continuing for 45 days after its occurrence and would materially prejudice the performance by
the Issuer or, as the case may be, the Guarantor of its obligations under the UnsubordinatedNotes of such Series or a distress or execution is levied or enforced upon or sued out against thewhole or a substantial part of the undertaking and assets of the Issuer or, as the case may be, theGuarantor which would materially prejudice the performance of (i) the Issuer of its obligations
under the Unsubordinated Notes of such Series or, (ii) if applicable, the Guarantor of its
obligations under the Deed of Guarantee, and in each case is not discharged within 60 days
thereof; or
63

(vi)

proceedings shall have been initiated against the Issuer or, if applicable, the Guarantor under
any applicable bankruptcy, reorganisation or other similar law and such proceedings shall nothave been discharged or stayed within a period of 60 days; or(vii)

the Issuer or, if applicable, the Guarantor shall initiate or consent to proceedings relating to itself
under any applicable bankruptcy, insolvency, composition or other similar law (otherwise thanfor the purpose of amalgamation, reconstruction or merger (within the meaning of those words
under the laws of the country of the Issuer's or, if applicable, the Guarantor's incorporation or,if applicable, the laws of the jurisdiction, country or territory in which the branch through which
the Issuer is acting as specified in the relevant Pricing Supplement is located), and suchproceedings would materially prejudice the performance by (A) the Issuer of its obligations
under the Unsubordinated Notes of such Series or (B), if applicable, the Guarantor of its
obligations under the Deed of Guarantee); or(viii)

in respect of Notes issued by ANZNIL only, the Deed of Guarantee of the Notes is (A) not infull force and effect and, where capable of remedy, the Deed of Guarantee is not in full force
and effect within seven days of the date the defect is first discovered or (B) claimed by the
Guarantor not to be in full force and effect.

Any such notice by a holder of Unsubordinated Notes (or, in the case of VPS Notes, the VPS Trustee) tothe Fiscal Agent shall specify the serial number(s) of the Unsubordinated Notes concerned.
Notwithstanding any other provision of this Condition 9(a) no Event of Default in respect of any
Unsubordinated Notes shall occur solely on account of any failure by ANZBGL to perform or observe
its obligations in relation to, or the taking of any process or proceeding in respect of any share, note orother security or instrument constituting Tier 1 Capital or Tier 2 Capital (as defined by APRA from time
to time).
(b)

Subordinated Notes Issued by ANZBGL

The following are "Events of Default" with respect to Subordinated Notes:(i)(a) the making of an order by a court of the State of Victoria, Commonwealth of Australia or a
court with appellate jurisdiction from such court which is not successfully appealed or
permanently stayed within 60 days of the entry of such order; or(b)the valid adoption by ANZBGL's shareholders of an effective resolution,in each case for the winding-up of ANZBGL (other than under or in connection with a schemeof amalgamation or reconstruction not involving bankruptcy or insolvency);(ii)

subject to Condition 4(v):(a)

default in the payment of interest on any Subordinated Note when due, continued for 30
days; or(b)default in the payment of principal of any Subordinated Note when due.

Upon the occurrence of an Event of Default specified in paragraph (i) above, subject to the subordination
provisions, the Principal Amount of, and all accrued and unpaid interest, on the Subordinated Notes willautomatically become due and payable.
If an Event of Default contemplated by paragraph (ii) above with respect to any of the SubordinatedNotes occurs and is continuing, a Subordinated Noteholder may only, in order to enforce the obligationsof ANZBGL under such Subordinated Notes:(y)notwithstanding the provisions of paragraph (z) below, institute proceedings in the State ofVictoria, Commonwealth of Australia (but not elsewhere) for the winding-up of ANZBGL (allsubject to, and in accordance with, the terms of Condition 10 (Subordination)); or(z)

institute proceedings for recovery of the money then due, provided that ANZBGL will not, by
virtue of the institution of any such proceedings (other than proceedings for the winding-up of64

ANZBGL), be obliged to pay any sums representing principal or interest in respect of such
Subordinated Notes sooner than the same would otherwise have been payable by it and provided
that ANZBGL is Solvent at the time of, and will be Solvent immediately after, the making of
any such payment.
No remedy against ANZBGL, other than those referred to in this paragraph (b), shall be available to the
Subordinated Noteholders or Couponholders or Receiptholders in respect of Subordinated Notes,
whether for the recovery of amounts owing in respect of the Subordinated Notes or in respect of any
breach by ANZBGL of any of its other obligations under or in respect of the Subordinated Notes.
10.

Subordination

In the event of the winding-up of ANZBGL constituting an Event of Default with respect to the
Subordinated Notes, there shall be payable with respect to the Subordinated Notes, subject to thesubordination provisions discussed above (see Condition 3 (Status and Guarantee)), an amount equal to
the Principal Amount of the Subordinated Notes then outstanding, together with all accrued and unpaid
interest thereon to the repayment date.
As a result of the subordination provisions, no amount will be payable in the winding-up of ANZBGL in
Australia in respect of the Subordinated Notes until all claims of Senior Creditors admitted in thewinding-up proceeding have been satisfied in full. By subscription for, or transfer of, Subordinated Notes
to a Noteholder, that Subordinated Noteholder will be taken to have agreed that no amount in respect of
the Subordinated Notes will be repaid until all the claims of the Senior Creditors admitted in the windingup proceeding have been satisfied accordingly. Accordingly, if proceedings with respect to the windingup of ANZBGL in Australia were to occur, the Subordinated Noteholders could recover less relatively
than the holders of deposit liabilities or protected accounts, the Unsubordinated Noteholders, the holders
of prior ranking subordinated liabilities of ANZBGL. For the avoidance of doubt, the Subordinated Notes
do not constitute deposit liabilities or protected accounts of ANZBGL.
If, in any such winding-up, the amount payable with respect to the Subordinated Notes and any claims
ranking equally with those Subordinated Notes cannot be paid in full, those Subordinated Notes and otherclaims ranking equally with those Subordinated Notes will share relatively in any distribution of
ANZBGL's assets in a winding-up in proportion to the respective amounts to which they are entitled. To
the extent that Subordinated Noteholders are entitled to any recovery with respect to the SubordinatedNotes in any winding-up, such Subordinated Noteholders might not be entitled in such proceedings to arecovery in the Specified Currency in respect of such Subordinated Notes (if other than Australian
dollars) and might be entitled only to a recovery in Australian dollars.
11.

Meeting of Noteholders, Modifications and Waiver(a)Meetings of Noteholders – other than VPS Notes

The Agency Agreement contains provisions for convening meetings of Noteholders of a Series toconsider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (asdefined in the Agency Agreement) of a modification or amendment of any of these Conditions. The
quorum for any meeting of Noteholders shall be two or more persons holding or representing in theaggregate a clear majority in Principal Amount of the Notes for the time being outstanding, or at any
adjourned meeting two or more persons being or representing Noteholders whatever the Principal
Amount of the Notes held or represented, unless the business of such meeting includes consideration of
proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes, any Instalment Dateor any date for payment of interest or Interest Amounts on the Notes or the obligation of the Issuer to
pay additional amounts pursuant to Condition 7 (Taxation), (ii) to reduce or cancel the Principal Amountof, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce therate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or
rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv)
if a Minimum and/or a Maximum Rate of Interest, Instalment Amount, Final Redemption Amount, Early
Redemption Amount or Optional Redemption Amount is set out in the Pricing Supplement, to reduce
any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating the Final
Redemption Amount, Early Redemption Amount or Optional Redemption Amount, including the methodof calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment orSpecified Denomination of the Notes, (vii) to take any steps that as specified in the Pricing Supplement65may only be taken following approval by an Extraordinary Resolution to which the special quorum
provisions apply, or (viii) to modify the provisions concerning the quorum required at any meeting ofNoteholders or the majority required to pass the Extraordinary Resolution, in which case the necessary
quorum at any adjourned meeting shall be two or more persons holding or representing in the aggregate
not less than one-third in Principal Amount of the Notes for the time being outstanding. However, theprior written approval of APRA is required to modify, amend or supplement the terms of any Series ofSubordinated Notes, or to give any consents or waivers or take other actions in respect of any Series ofSubordinated Notes, where such modification, amendment, supplement, consent, waiver or other action
may affect the eligibility of the Subordinated Notes as Tier 2 Capital. Any resolution duly passed(including an Extraordinary Resolution) shall be binding on all Noteholders of the relevant Series(whether or not they were present at the meeting at which such resolution was passed) and on all
Couponholders of the relevant Series. The expression "Extraordinary Resolution" means a resolution
passed at a meeting of Noteholders duly convened by a majority consisting of not less than three-quartersof the votes cast. All other resolutions, except for written resolutions, shall be passed at a meeting ofNoteholders duly convened by a clear majority of the votes cast.
In addition, a resolution in writing signed by or on behalf of all Noteholders who for the time being areentitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary
Resolution. Such a resolution in writing may be contained in one document or several documents in thesame form, each signed by or on behalf of one or more Noteholders.
(b)Modification of the Agency Agreement, Deed of Covenant, Deed of Guarantee, Conditions andPricing Supplement

The Agency Agreement, the Deed of Covenant, the Deed of Guarantee, the Conditions and any applicable
Pricing Supplement may be modified or amended by the Issuer and, in the case of the Deed of Guarantee,
by ANZNIL and the Guarantor, in each case without the consent of the holders if, in the reasonable
opinion of the Issuer (and in the case of the Deed of Guarantee, ANZNIL and the Guarantor), themodification or amendment is:(a)

not materially prejudicial to the interests of the holders;(b)of a formal, minor or technical nature;(c)made to correct any manifest or proven error or omission;(d)made to comply with mandatory provisions of the law; or(e)made to cure, correct or supplement any defective provision or ambiguity,

provided that any such modification or amendment to the Agency Agreement, the Deed of Covenant, theConditions and the Pricing Supplement which may affect the eligibility of Subordinated Notes as Tier 2
Capital has the prior written approval of APRA.
Any such modification or amendment shall be binding on the holders and any such modification oramendment shall be notified to the holders in accordance with Condition 14 as soon as practicable
thereafter.
(c)

VPS Notes

The VPS Trustee Agreement contains provisions for convening meetings of the holders of VPS Notes(including meetings to be held by written (or electronic) solution for decision making) to consider any
matter affecting their interests, including sanctioning by a majority of votes (as more fully set out in the
VPS Trustee Agreement) a modification of the VPS Notes or any of the provisions of the VPS Trustee
Agreement (or, in certain cases, sanctioning by a majority of two thirds of votes). Such a meeting may
be convened by the Issuer, the VPS Trustee, by the holders of not less than 10 per cent. of the Voting
VPS Notes or, if the VPS Notes are listed, by the relevant securities exchange/market place. For the
purpose of this Condition, "Voting VPS Notes" means the aggregate nominal amount of the total number
of VPS Notes not redeemed or otherwise discharged, less the VPS Notes owned by the Issuer, any party
who has decisive influence over the Issuer or any party over whom the Issuer has decisive influence.

66

The quorum at a meeting for passing a resolution is one or more persons holding at least one half of the
Voting VPS Notes or at any adjourned meeting one or more persons being or representing holders of
Voting VPS Notes whatever the nominal amount of the VPS Notes so held or represented. A resolution
passed at any meeting of the holders of VPS Notes shall be binding on all the holders, whether or notthey are present at such meeting.
The VPS Trustee Agreement provides that:(i)the VPS Trustee may in certain circumstances, without the consent of the holders of the VPS
Notes, make decisions binding on all holders relating to the Terms and Conditions of the relevant
VPS Notes and the VPS Trustee Agreement, including amendments which are not, in the VPS
Trustee's opinion, detrimental to the rights and benefits of the affected holders of the VPS Notes;
and

(ii)

the VPS Trustee may reach other decisions binding for all holders of VPS Notes.

12.

Replacement of Notes, Certificates, Receipts, Coupons and Talons

If a Note other than a VPS Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced
or destroyed, it may be replaced, subject to applicable laws, regulations and listing authority, stock
exchange and/or quotation system regulations, at the specified office of the Fiscal Agent (in case of
Bearer Notes, Receipts, Coupons or Talons) and of the Registrar (in the case of Certificates) or such other
Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by theIssuer for the purpose and notice of whose designation is given to Noteholders, in each case on payment
by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence,
security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note,
Certificate, Receipt, Coupon or Talon is subsequently presented for payment or, as the case may be, forexchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by theIssuer in respect of such Notes, Certificates, Receipts, Coupons or further Coupons) and otherwise as theIssuer may require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talons must be
surrendered before replacements will be issued.
13.

Further Issues

Any Issuer may (and, in the instance of an issue of Subordinated Notes by ANZBGL, if ANZBGL has
obtained the prior approval of APRA) from time to time without the consent of the Noteholders or
Couponholders create and issue further securities either having the same terms and conditions as theNotes in all respects (or in all respects except for the first payment of interest on them) and so that such
further issue shall be consolidated and form a single Series with the outstanding securities of any Series(including the Notes) or upon such terms as the Issuer may determine at the time of their issue. Notes ofmore than one Series may be consolidated into one Series denominated in euro, even if one or more such
Series was not originally denominated in euro, provided all such Series have been redenominated into
euro and otherwise have, in respect of all periods subsequent to such consolidation, the same terms andconditions. References in these Conditions to the Notes include (unless the context requires otherwise)
any other securities issued pursuant to this Condition and forming a single Series with the Notes.
14.

Notices(a)Notes other than VPS Notes

Notices to the holders of Registered Notes shall be (a) mailed to them (or, in the case of joint holders, tothe first named) at their respective addresses in the Register and (b) published athttps://www.anz.com/debtinvestors/centre/programmes/anz-banking-group/euro-medium-term-noteprogramme-aus/
inrespectof
Notes
issuedby
ANZBGL
andathttps://www.anz.com/debtinvestors/centre/programmes/anz-bank-nz/euro-medium-term-noteprogramme-nz/ in respect of Notes issued by ANZ New Zealand and ANZNIL.
Notices to the holders of Registered Notes shall be deemed to have been given on the fourth weekday(being a day other than a Saturday or a Sunday) after the later of the date of mailing and the date of firstpublication online.

67

Notices to the holders of Bearer Notes shall be, save where another means of effective communicationhas
been
specifiedhereinorinthePricing
Supplement,
publishedathttps://www.anz.com/debtinvestors/centre/programmes/anz-banking-group/euro-medium-term-noteprogramme-aus/
inrespectof
Notes
issuedby
ANZBGL
andathttps://www.anz.com/debtinvestors/centre/programmes/anz-bank-nz/euro-medium-term-noteprogramme-nz/ in respect of Notes issued by ANZ New Zealand and ANZNIL.
Notices to the holders of Bearer Notes shall be deemed to have been given on the date of first publication
online. Couponholders shall be deemed for all purposes to have notice of the contents of any notice given
to the holders of Bearer Notes in accordance with this Condition 14.
Notices to holders of all Notes which have been listed, admitted to trading on any stock exchange or
listed on a quotation system will also be given in such manner and in such place as may be required by
the rules and regulations of such listing authority stock exchange and/or quotation system.
(b)

VPS Notes

Notices to holders of VPS Notes shall be valid if the relevant notice is given to the VPS for
communication by it to the holders and, so long as the VPS Notes are listed on a stock exchange, theIssuer shall ensure that notices are duly published in a manner which complies with the rules of suchexchange. Any such notice shall be deemed to have been given to the holders of the VPS Notes on thedate of delivery of such notice by the VPS.
15.

Currency Indemnity

If any sum due from the Issuer in respect of the Notes, Receipts or the Coupons or any order or judgment
given or made in relation thereto has to be converted from the currency (the "first currency") in which
the same is payable under these Conditions or such order or judgment into another currency (the "second
currency") for the purpose of (a) making or filing a claim or proof against the Issuer, (b) obtaining anorder or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in
relation to the Notes, Receipts or Coupons, the Issuer shall indemnify each holder, on the written demandof such holder addressed to the Issuer and delivered to the Issuer or to the specified office of the Fiscal
Agent, against any loss suffered as a result of any discrepancy between (i) the rate of exchange used forsuch purpose to convert the sum in question from the first currency into the second currency and (ii) therate or rates of exchange at which such holder may in the ordinary course of business purchase the firstcurrency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of
any such order, judgment, claim or proof. For the purposes of this Condition 15, it shall be sufficient for
the Noteholder, Receiptholder or Couponholder, as the case may be, to demonstrate that it would havesuffered a loss had an actual purchase been made. These indemnities constitute a separate andindependent obligation from the Issuer's other obligations, shall give rise to a separate and independentcause of action, shall apply irrespective of any indulgence granted by any Noteholder, Receiptholder or
Couponholder and shall continue in full force and effect despite any other judgment, order, claim or proof
for a liquidated amount in respect of any sum due under any Note, Coupon or Receipt or any otherjudgment or order.
16.

Governing Law, Jurisdiction and Service of Process(a)Governing Law

The Notes, the Receipts, the Coupons and the Talons and any non-contractual obligations arising out ofor in connection with them are governed by, and shall be construed in accordance with, English law,
except for: (i) the subordination, Conversion and Write-Off provisions of the Subordinated Notes(including, without limitation, the provisions contained in Conditions 3(b), 4(v), 5A, 5B, 5C, 5D, 5E,
9(b) and 10 (Subordination)) which will be governed by, and construed in accordance with, the laws of
the State of Victoria and the Commonwealth of Australia; and (ii) the registration of VPS Notes in the
VPS as well as the recording and transfer of ownership to, and other interests in, VPS Notes andCondition 11(c) which will be governed by, and construed in accordance with, Norwegian law. The VPS
Trustee Agreement is and the VPS Agency Agreement will be governed by, and construed in accordance
with, Norwegian law.
VPS Notes must comply with the relevant regulations of the VPS and the holders of VPS Notes will beentitled to the rights and are subject to the obligations and liabilities which arise under the relevant68Norwegian regulations and legislation.
(b)

Jurisdiction

The Issuer agrees for the benefit of the holders of Notes, Receipts, Coupons and Talons that the courtsof England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any
disputes, which may arise out of or in connection with the Notes and all matters connected with the Notes,
Receipts, Coupons and Talons (including a dispute relating to any non-contractual obligation arising outof or in connection with them) (respectively, "Proceedings" and "Disputes") and, for such purposes,
irrevocably submits to the jurisdiction of such courts.
(c)Appropriate ForumThe Issuer irrevocably waives any objection which it might now or hereafter have to the courts of England
being nominated as the forum to hear and determine any Proceedings and to settle any Disputes, andagrees not to claim that any such court is not a convenient or appropriate forum.
(d)Service of Process

The Issuer agrees that the process by which any Proceedings in England are begun may be served on it
by being delivered to the officer in charge of the London Branch of Australia and New Zealand Banking
Group Limited at 40 Bank Street, Canary Wharf, London E14 5EJ. If such person is not or ceases to beeffectively appointed to accept service of process on the Issuer's behalf, the Issuer shall appoint a further
person in England to accept service of process on the Issuer's behalf and, failing such appointment, within
15 days, any Noteholder shall be entitled to appoint such a person by written notice addressed to theIssuer and delivered to the Issuer or to the specified office of the Fiscal Agent. Nothing in this paragraphshall affect the right of any holder of Notes, Receipts, Coupons or Talons to serve process in any othermanner permitted by law.
(e)

Non-exclusivity

The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to)limit the right of any holder of Notes, Receipts, Coupons or Talons to take Proceedings in any other courtof competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude
the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent
permitted by law.
(f)Consent to Enforcement etc.

Subject to Condition 10 (Subordination), the Issuer consents generally in respect of any Proceedings to
the giving of any relief or the issue of any process in connection with such Proceedings including (without
limitation) the making, enforcement or execution against any property whatsoever (irrespective of its use
or intended use) of any order or judgment which may be made or given in such Proceedings.
17.

Third Parties

No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rightsof Third Parties) Act 1999.

69

SCHEDULE TO THE TERMS AND CONDITIONS OF THE NON PR NOTES
1.

Conversion

If ANZBGL TopCo must Convert a Principal Amount of a Subordinated Note in accordance with theConditions, then, subject to this Schedule and Condition 5D.2 and unless the Pricing Supplement
specifies that the Alternative Conversion Number applies, the following provisions apply (provided, inall cases, that where a Subordinated Note is required to be Converted only in part, references in thisSchedule to the "Subordinated Note" shall be taken to be references to the "Affected Subordinated Note"as defined in Condition 5A.4(ii)):(a)notwithstanding anything to the contrary in Condition 1, the Subordinated Note will be
automatically transferred free from any encumbrance to TopCo on the Trigger Event
Date;(a)(b)ANZBGL TopCo will allot and issue on the Trigger Event Date a number of Ordinary
Shares in respect of the Principal Amount of that Subordinated Note equal to theConversion Number, where the Conversion Number (but subject to the Conversion
Number being no more than the Maximum Conversion Number) is a number calculated
according to the following formula:
𝐶𝑜𝑛𝑣𝑒𝑟𝑠𝑖𝑜𝑛 𝑁𝑢𝑚𝑏𝑒𝑟 =𝑃𝑟𝑖𝑛𝑐𝑖𝑝𝑎𝑙 𝐴𝑚𝑜𝑢𝑛𝑡((1 − 𝐶𝐷)𝑥 𝑉𝑊𝐴𝑃)

where:"CD" means the conversion discount specified in the applicable Pricing Supplement;"VWAP" (expressed in dollars and cents or equivalent in the case of a Specified Currency other thanAustralian dollars) means the VWAP during the VWAP Period and 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 Date the rights of each Subordinated Noteholder (including to
payment of interest with respect to such Principal Amount, both in the future and asaccrued but unpaid as at the Trigger Event Date) in relation to each Subordinated Noteor portion thereof that is being Converted will be immediately andirrevocablyautomatically transferred terminated for an amount equal to the Principal
Amount of that Subordinated Note that is being Converted and ANZBGL TopCo will
apply that Principal Amount by way of payment for subscription for the Ordinary
Shares to be allotted and issued under Section 1(b)(a) of this Schedule and inaccordance with the Deed of Undertaking. Each Subordinated Noteholder is taken tohave irrevocably directed that any amount payable under Section 1 of this Schedule isto be applied as provided for in Section 1 of this Schedule and no SubordinatedNoteholder has any right to payment in any other way;(c)(d)

any calculation under Section 1(ba) of this Schedule shall be, unless the context
requires otherwise, be rounded to four decimal places provided that if the total numberof additional Ordinary Shares to be allotted to a Subordinated Noteholder in respect of
the aggregate Principal Amount of the Subordinated Notes it holds which is being
Converted includes a fraction of an Ordinary Share, that fraction of an Ordinary Sharewill be disregarded; and(e)the rights attaching to Ordinary Shares issued as a result of Conversion do not takeeffect until 5.00pm (Melbourne, Australia time) on the Trigger Event Date (unless
another time is required for Conversion on that date). At that time all other rights
conferred or restrictions imposed on that Subordinated Note under the Conditions will
no longer have effect to the extent of the Principal Amount of that Subordinated Notebeing Converted (except for the right to receive the Ordinary Shares as set forth in
Section 1 of this Schedule and Condition 5B and except for rights relating to interest
70which is payable but has not been paid on or before the Trigger Event Date which willcontinue); and(d)(f)

2.

as agreed between, amongst others, TopCo and the Issuer under the Implementation
Deed, TopCo, the Issuer and their Related Bodies Corporate will deal with the
Subordinated Notes being Converted so that they are converted into ANZ Ordinary
Shares and terminated (the "Related Conversion Steps").

Adjustments to VWAPFor the purposes of calculating VWAP in the Conditions:(a)where, on some or all of the Business Days in the relevant VWAP Period, Ordinary
Shares have been quoted on the Australian Securities Exchange as cum dividend or
cum any other distribution or entitlement and the relevant Principal Amount ofSubordinated Notes will Convert into Ordinary Shares after the date those Ordinary
Shares no longer carry that dividend or any other distribution or entitlement, then the
VWAP on the Business Days on which those Ordinary Shares have been quoted cum
dividend or cum any other distribution or entitlement shall be reduced by an amount("Cum Value") equal to:(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 includedin the assessable income of a recipient of the dividend or other distribution who is both aresident 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) of this Schedule which is traded on the Australian Securities Exchange on any of
those Business Days), the volume weighted average sale price of all such entitlements soldon the Australian Securities Exchange during the VWAP Period on the Business Days on
which those entitlements were traded; or(iii)(in the case of any other entitlement which is not traded on the Australian Securities
Exchange during the VWAP Period), the value of the entitlement as reasonably determinedby the directors of ANZBGL; and

(b)

3.

where, on some or all of the Business Days in the VWAP Period, Ordinary Shares havebeen quoted on the Australian Securities Exchange as ex dividend or ex any other
distribution or entitlement, and the relevant Principal Amount of Subordinated Notes
will Convert into Ordinary Shares which would be entitled to receive the relevant
dividend or other distribution or entitlement, the VWAP on the Business Days on whichthose Ordinary Shares have been quoted ex dividend or ex any other distribution orentitlement 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 number of theOrdinary Shares on issue as a result of a division, consolidation or reclassification of
ANZBGL's share capital (not involving any cash payment or other distribution (orcompensation) to or by holders of Ordinary Shares) (a "Reorganisation"), 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 is conducted on a post Reorganisation basis shall be adjusted by multiplying
such daily VWAP by the following formula:𝐴
𝐵

where:
A means the aggregate number of Ordinary Shares immediately before theReorganisation; and71

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

4.

Any adjustment made by ANZBGL in accordance with Section 3(a) of this Schedule
will, absent manifest error, be effective and binding on Subordinated Noteholders
under these Conditions and these Conditions will be construed accordingly. Any suchadjustment must be promptly notified to all Subordinated Noteholders.

Adjustments to Issue Date VWAPFor the purposes of determining the Issue Date VWAP, corresponding adjustments to VWAP will bemade in accordance with Section 2 and Section 3 of this Schedule during the 20 Business Day period
over which VWAP is calculated for the purposes of determining the Issue Date VWAP. On and from theIssue Date adjustments to the Issue Date VWAP:

5.

(a)

may be made in accordance with Sections 5 to 7 of this Schedule (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 below, if at any time after the Issue DateANZBGL TopCo makes a pro rata bonus issue of Ordinary Shares to holders of
Ordinary Shares generally, the Issue Date VWAP will be adjusted immediately inaccordance with the following formula:
V = 𝑉0 x

𝑅𝐷
RD + RN

where:
V means the Issue Date VWAP applying immediately after the application of this formula;
Vo means the Issue Date VWAP applying immediately prior to the application of this formula;
RN means the number of Ordinary Shares issued pursuant to the bonus issue; andRD means the number of Ordinary Shares on issue immediately prior to the allotment of new Ordinary
Shares pursuant to the bonus issue.

6.

(b)

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

(c)

For the purpose of Section 5(a) of this Schedule, an issue will be regarded as a pro rata
issue notwithstanding that ANZBGL TopCo does not make offers to some or all
holders of Ordinary Shares with registered addresses outside Australia, provided thatin so doing ANZBGL TopCo is not in contravention of the ASX Listing Rules.

(d)

No adjustments to the Issue Date VWAP will be made under this Section 5 of thisSchedule for any offer of Ordinary Shares not covered by Section 5(a) of this Schedule,
including a rights issue or other essentially 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 shall not in any way restrict ANZBGL TopCo fromissuing Ordinary Shares at any time on such terms as it sees fit nor require any consent
or concurrence of any Subordinated Noteholders.

Adjustment to Issue Date VWAP for divisions and similar transactions(a)

If at any time after the Issue Date, a Reorganisation occurs, ANZBGL shall adjust theIssue Date VWAP by multiplying the Issue Date VWAP applicable on the Business
Day immediately before the date of any such Reorganisation by the following formula:

72

𝐴
𝐵
where:
A means the aggregate number of Ordinary Shares immediately before the Reorganisation; andB means the aggregate number of Ordinary Shares immediately after the Reorganisation.

7.

(b)

Any adjustment made by ANZBGL in accordance with Section 6(a) of this Schedule
will, absent manifest error, be effective and binding on Subordinated Noteholders
under these Conditions and these Conditions will be construed accordingly.

(c)Each Subordinated Noteholder acknowledges that ANZBGL may, consolidate, divide
or reclassify 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 Subordinated Noteholders.

No Adjustment to Issue Date VWAP in certain circumstances

Despite the provisions of Section 5 and Section 6 of this Schedule, no adjustment shall be made to theIssue Date VWAP where such adjustment (rounded if applicable) would be less than one per cent. of theIssue Date VWAP then in effect.
8.

Announcement of adjustment to Issue Date VWAPANZBGL will notify Subordinated Noteholders (an "Adjustment Notice") of any adjustment to theIssue Date VWAP under this Schedule within ten Business Days of ANZBGL determining theadjustment 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 all other fully paid Ordinary
Shares.
10.

Listing Ordinary Shares issued on Conversion

ANZBGL TopCo shall use all reasonable endeavours to list the Ordinary Shares issued upon Conversionof the Subordinated Notes on the Australian Securities Exchange.
11.

Alternative Conversion Number

If ANZBGL must Convert a Principal Amount of a Subordinated Note in accordance with the Conditions
and the Pricing Supplement specifies that the Alternative Conversion Number applies, then:

12.

(a)

Section 1 of this Schedule applies on the basis that the Conversion Number for the
purposes of Section 1(ba) of this Schedule is the number of Ordinary Shares specified
in the Pricing Supplement as the Alternative Conversion Number (subject to theAlternative Conversion Number being no more than the Maximum Conversion
Number as determined in accordance with Section 1(ba) of this Schedule); and(b)

Sections 2 to 8 (inclusive) of this Schedule do not apply to the Alternative Conversion
Number.

Transitional provision

For the purposes of Section 2 to 6 (inclusive) of this Schedule:(a)where any part of a VWAP Period has commenced before the Approved NOHC
Substitution Date, in respect of such part of the VWAP Period, each reference toOrdinary Shares and TopCo in Sections 2 and 3 and the definition of VWAP and
VWAP Period shall be taken to be a reference to ANZ Ordinary Shares and ANZBGL;
and
73

(b)

12.13.

each reference to Ordinary Shares in Sections 5 and 6 of this Schedule and thedefinition of "Reorganisation" to Ordinary Shares and TopCo shall be read as areference to ANZ Ordinary Shares and ANZBGL in respect of any pro rata bonus issueof shares or Reorganisation occurring before the Approved NOHC Substitution Date.

Definitions

For the purposes of this Schedule the following terms shall have the following meanings:"Affected Subordinated Note" has the meaning given in Condition 5A.4.
"Approved NOHC Substitution Date" means the date on which a notice given by ANZBGL in
accordance with Condition 5D.3 takes effect.
"ASX Operating Rules" means the market operating rules of the Australian Securities Exchange as
amended, varied or waived (whether in respect of ANZBGL, TopCo or generally) from time to time.
"Cum Value" has the meaning given in Section 2 of this Schedule.
"Implementation Deed" means the deed titled "ANZBGL 2020 Euro Medium Term Note Programme
Implementation Deed" entered into between amongst others, TopCo and ANZBGL on or about 16
December 2022.
"Issue Date VWAP" means, in respect of Subordinated Notes of a Series, the VWAP during the periodof 20 Business Days on which trading in Ordinary Shares took place immediately preceding (but notincluding) the first date on which any Subordinated Notes of that Series were issued, as adjusted inaccordance with Sections 4 to 7 (inclusive) of this Schedule.
"Reorganisation" has the meaning given in Section 3 of this Schedule.
"Tax Act" means:(i)the Income Tax Assessment Act 1936 of Australia or the Income Tax Assessment Act 1997 ofAustralia 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, subject to any adjustments under this Schedule, the average of the daily volume
weighted average sale prices (such average being rounded to the nearest full cent) of Ordinary Shares
sold on the Australian Securities Exchange during the VWAP Period or on the relevant days and where
the currency of the Principal Amount in respect of the Subordinated Note is not Australian dollars, witheach such daily price converted into the Specified Currency on the basis of the spot rate of exchange forthe sale of Australian Dollars against the purchase of the relevant Specified Currency in the Sydneyforeign exchange market quoted by any leading bank selected by ANZBGL on the relevant calculation
date, 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 the period of five Business Days or such other period specified in the applicable
Pricing Supplement on which trading in Ordinary Shares took place immediately preceding (but notincluding) the Trigger Event Date.
13.14.

Interpretation

In respect of Ordinary Shares, if the principal securities exchange on which the Ordinary Shares are listed
becomes other than the Australian Securities Exchange, unless the context otherwise requires a reference
to the Australian Securities Exchange shall be read as a reference to that principal securities exchange
and a reference to the ASX Listing Rules, the ASX Operating Rules or any term defined in any suchrules, shall be read as a reference to the corresponding rules of that exchange or corresponding definedterms in such rules (as the case may be).
74