Cleansing Notice

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





News Release

For release: 20 September 2022

Issue of A$900 million of Subordinated Notes
Notice under section 708A(12H)(e) of the
Corporations Act 2001 (Cwlth)
Today Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (“Issuer”)
will issue A$900 million of subordinated notes due September 2034 pursuant to its Australian
dollar debt issuance programme (the “Subordinated Notes”).
The Subordinated Notes convert into fully paid ordinary shares of the Issuer (“Ordinary
Shares”) where the Australian Prudential Regulation Authority (“APRA”) determines this to
be necessary on the grounds that the Issuer would otherwise become non-viable.
This notice is a cleansing notice prepared for the purposes of section 708A(12H)(e) of the
Corporations Act 2001 (Cwlth) (“Corporations Act”) (as inserted by ASIC Corporations
(Regulatory Capital Securities) Instrument 2016/71) to enable Ordinary Shares or Approved
NOHC
1
Ordinary Shares
2
issued on conversion of the Subordinated Notes to be freely
tradeable without further disclosure and includes in the Schedule commercial particulars of
the Subordinated Notes, extracted from the Pricing Supplement for the Subordinated Notes
dated 16 September 2022.

A description of the rights and liabilities attaching to the Subordinated Notes is contained in
the “Conditions of the Securities” section of the Information Memorandum dated 11 March
2021 that was lodged with the Australian Securities Exchange (“ASX”) on that day
(“Information Memorandum”). A description of the rights and liabilities attaching to
Ordinary Shares is set out in the Information Memorandum.
Words and expressions defined in the Information Memorandum have the same meanings in
the remainder of this cleansing notice unless the contrary intention appears.
The issue of Subordinated Notes by the Issuer will not have a material impact on the Issuer’s
financial position. If a Non-Viability Trigger Event occurs and the Issuer issues Ordinary
Shares, the impact of Conversion on the Issuer would be to increase the Issuer’s shareholders’
equity. The number of Ordinary Shares issued on Conversion is limited to the Maximum

1
Non-operating holding company.
2
Refer to the Information Memorandum for the meaning of “Approved NOHC Ordinary Shares” in the
context of the Subordinated Notes and the section of the Schedule to this notice entitled “Additional
Disclosure” in relation to ANZ’s announcement on 4 May 2022 of ANZ’s intention to lodge a formal
application with APRA, the Federal Treasurer and other applicable regulators to establish an approved
non-operating holding company (“Approved NOHC”) and create distinct banking and non-banking
groups within the organisation.

Conversion Number. The Maximum Conversion Number is 218.3406 Ordinary Shares per
Subordinated Note (with a Principal Amount of A$1,000), based on the Issue Date VWAP
3
of
A$22.90.
As a disclosing entity, the Issuer is subject to regular reporting and disclosure obligations
under the Corporations Act and ASX Listing Rules. Broadly, these obligations require the
Issuer to prepare and lodge with the Australian Securities and Investments Commission
(“ASIC”) both yearly and half yearly financial statements and to report on its operations
during the relevant accounting period, and to obtain an audit or review report from its auditor.
Copies of documents lodged with ASIC may be obtained from or inspected at an ASIC office.
The Issuer must ensure that the ASX is continuously notified of information about specific
events and matters as they arise for the purposes of the ASX making the information available
to the Australian securities market. In this regard, the Issuer has an obligation under the ASX
Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information
concerning it of which it becomes aware, which a reasonable person would expect to have a
material effect on the price or value of its quoted securities.
The Issuer will provide a copy of any of the following documents free of charge to any
person who requests a copy before the Subordinated Notes are issued:
• the Information Memorandum;
• any continuous disclosure notices given by the Issuer in the period after the lodgement
of the annual financial report of the Issuer for the year ended 30 September 2021 and
before the date of this notice;
• the Issuer’s consolidated financial report and dividend announcement for the half year
ended 31 March 2022;
• the Issuer’s annual financial report for the year ended 30 September 2021; and
• the Issuer’s constitution.
All written requests for copies of the above documents should be addressed to:
Investor Relations Department
Australia and New Zealand Banking Group Limited
ANZ Centre Melbourne
Level 10
833 Collins Street
Docklands Vic 3008

Approved for distribution by ANZ’s Continuous Disclosure Committee.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR
INTO THE UNITED STATES OF AMERICA
This notice is not a prospectus or other disclosure document in relation to the Subordinated
Notes, and does not constitute an offer or invitation for the Subordinated Notes or any
Ordinary Shares for issue or sale in Australia. Subordinated Notes are only available for sale

3
Average of the daily volume weighted average sale prices of ANZ ordinary shares. Refer to the
Information Memorandum for the meaning of “Issue Date VWAP” in the context of the Subordinated
Notes.

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

SCHEDULE – Commercial particulars of the Subordinated Notes

This description is extracted from the Pricing Supplement.

1



PRICING SUPPLEMENT


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



Australian Dollar
Debt Issuance Programme


Series No: 160
Tranche No: 1

A$ 900,000,000 Fixed to Floating Rate Subordinated Notes due 20 September 2034
Issue Price: 100.00 per cent.



Dealer

Australia and New Zealand Banking Group Limited


The date of this Pricing Supplement is 16 September 2022

2
Notification under Section 309B(1) of the Securities and Futures Act, Chapter 289 of Singapore: The
Securities are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).

This document constitutes the Pricing Supplement relating to the issue of Securities described herein. Terms
used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Information Memorandum dated 11 March 2021 and the supplemental disclosure contained in the section of
this Pricing Supplement headed “Additional Disclosure” (the “Information Memorandum”). This Pricing
Supplement contains the final terms of the Securities and must be read in conjunction with the Information
Memorandum dated 11 March 2021, as supplemented as at the Issue Date.


1 Issuer:
Australia and New Zealand Banking Group
Limited
2 (i) Series Number: 160
(ii) Tranche Number: 1
(if fungible with an existing Series, include
details of that Series, including the date on
which the Securities become fungible)

3 Specified Currency: Australian Dollars (“A$”)
4 Aggregate Principal Amount:
(i) Tranche: A$ 900,000,000
(ii) Series: A$ 900,000,000
5 (i) Issue Price:
100.00 per cent. of the Aggregate Principal
Amount
(ii) Net proceeds: A$ 900,000,000
6 Specified Denomination(s) (and Principal
Amount):
A$1,000 in each case as it may be adjusted in
accordance with Condition 5A.4
The minimum aggregate consideration
payable in respect of an offer or invitation in
Australia or any offer or invitation received in
Australia must be no less than A$500,000 (or
its equivalent in an alternate currency, in each
case, disregarding moneys lent by the offeror
or its associates) unless the offer or invitation
otherwise does not require disclosure to
investors under Part 6D.2 (disregarding
section 708(19))
or Chapter 7 of the
Corporations Act. In every case, an offer or
invitation must not be to a retail client (as
defined in section 761G of the Corporations
Act).
7 (i) Issue Date: 20 September 2022
(ii) Interest Commencement Date: Issue Date

3
8 Maturity Date: Interest Payment Date on or nearest to 20
Seprmber 2034
9 Interest Basis:
From and including the Issue Date, to but
excluding 20 September 2029: Fixed Rate
From and including p20 September 2029, to
but excluding the Maturity Date: Floating Rate
(Further particulars specified below)
10 Redemption/Payment Basis: Redemption at Par
11
Change of Interest or Redemption/Payment
Basis:
Applicable
From and including the Issue Date, to but
excluding 20 September 2029: Fixed Rate
From and including 20 September 2029, to but
excluding the Maturity Date: Floating Rate
12 Put/Call Options: Call Option
(Further particulars specified below)
13 Status of the Securities: Subordinated Notes
14 Listing: None
15 Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16 Fixed Rate Security Provisions:
Applicable from and including the Issue Date,
to but excluding 20 September 2029
(i) Rate of Interest: 6.405 per cent. per annum payable semi-
annually in arrears in respect of the period from
(and including) the Issue Date up to (but
excluding) 20 September 2029
(ii) Interest Payment Date(s):
20 March and 20 September in each year
commencing on 20 March 2023 up to and
including 20 September 2029, in each case
subject to adjustment for payment purposes
only in accordance with the Business Day
Convention
(iii) Fixed Coupon Amount: Not Applicable
(iv) Broken Amount(s): Not Applicable

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(v) Business Day Convention: Following Business Day Convention
(vi) Day Count Fraction: RBA Bond Basis

(vii) Other terms relating to the
method of calculating interest for
Fixed Rate Securities:
Not Applicable
17 Floating Rate Security Provisions: Applicable from and including 20 September
2029, to but excluding the Maturity Date:
Floating Rate
(i) (a) Interest Period(s):
Not Applicable (For the avoidance of doubt, the
definition in Condition 1.1 applies)
(b) Interest Payment Dates: 20 March, 20 June, 20 September and 20
December in each year commencing on 20
December 2029 up to (and including) the date
on which the Subordinated Notes are
redeemed, in each case subject to adjustment
in accordance with the Business Day
Convention
(c) Interest Period Date if not an Interest
Payment Date:
Not Applicable
(ii) Business Day Convention: Modified Following Business Day Convention

(iii) Manner in which the Rate(s) of Interest
is/are to be determined:
Screen Rate Determination
(iv) Calculation Agent responsible for
calculating the Rate(s) of Interest and
Interest Amount(s):
Australia and New Zealand Banking Group
Limited
(v) Screen Rate Determination: Applicable
- Reference Rate: BBSW
- Interest Determination Date(s): The first day of each Interest Period
- Relevant Screen Page: BBSW Page
- Relevant Time: 10:30 am
- Relevant Financial Centre: Sydney
- Reference Banks: Not Applicable
(vi) Margin(s): + 2.60 per cent. per annum
(vii) Minimum Rate of Interest: Not Applicable
(viii) Maximum Rate of Interest: Not Applicable
(ix) Rate Multiplier Not Applicable
(x) Day Count Fraction: Actual/365 (fixed)

(xi) Fall back provisions, rounding
provisions, denominator and any other
terms relating to the method of calculating
Not Applicable

5
interest on Floating Rate Securities, if
different from those set out in the
Conditions:
18 Zero Coupon Security Provisions: Not Applicable
19 Linear interpolation: Not Applicable
20 Index-Linked Interest Security Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION
21 Call Option: Applicable
Any early redemption will be subject to the prior
written approval of APRA.
Subordinated Noteholders should not expect
that APRA’s approval will be given for any
redemption of Subordinated Notes.
(i) Option Exercise Date(s) (if other
than as set out in the Conditions):
Not applicable
(ii) Optional Redemption Date(s): 20 September 2029 and every Interest
Payment Date thereafter up to (but excluding)
the Maturity Date, in each case subject to
adjustment in accordance with the Business
Day Convention
The Optional Redemption Date must not be
earlier than 5 years from the Issue Date.
(iii) Optional Redemption Amount(s)
and method, if any, of calculation
of such amount(s):
Redemption at Par, as it may be adjusted in
accordance with Condition 5A.4
(iv) If redeemable in part: Not Applicable
(a) Minimum Redemption Amount: Not Applicable
(b) Maximum Redemption Amount: Not Applicable
22 Put Option: Not Applicable
23 Final Redemption Amount: Par, as it may be adjusted in accordance with
Condition 5A.4
24 Early Redemption Amount:
Early Redemption Amount(s) payable on
redemption for taxation reasons, or a
Regulatory Event (if applicable, for
Subordinated Notes only) or on Event of
Default and/or the method of calculating the
same (if required or if different from that set
out in the Conditions):
Par, as it may be adjusted in accordance with
Condition 5A.4
25 Redemption for Regulatory Event
(Subordinated Notes only):
Applicable

6
Any early redemption will be subject to the prior
written approval of APRA.
Subordinated Noteholders should not expect
that APRA’s approval will be given for any
redemption of Subordinated Notes.
26 Redemption for taxation reasons: Any early redemption will be subject to the prior
written approval of APRA.
Subordinated Noteholders should not expect
that APRA’s approval will be given for any
redemption of Subordinated Notes.
Condition 5.2(i): Applicable (Note that Condition 5.2(i) applies
automatically).
Condition 5.2(ii) (Subordinated Notes only): Applicable
Condition 5.2(iii) (Subordinated Notes only): Applicable
PROVISIONS APPLICABLE TO SUBORDINATED NOTES
27 Subordinated Notes: Applicable
28 Write-Off: Not Applicable
(Where “Not Applicable” is specified at this
paragraph 28, this is without prejudice to the
application of Condition 5B.5 where
“Applicable” is specified at paragraph 29)
29 Conversion: Applicable
(i) CD:
(ii) VWAP Period:
1.00%
5 Business Days
30 Alternative Conversion Number: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
31 Form of Securities: Registered
32 Record Date: 7 days
33 Additional Financial Centre(s) (for the
purposes of the “Business Day” definition)
or other special provisions relating to
Interest Payment Dates:
Not Applicable
34 Public Offer Test compliant: Yes
35 Details relating to Instalment Notes,
including Instalment Amount(s) and
Instalment Date(s):
Not Applicable
36 Consolidation provisions: Not Applicable
37 Governing law:
State of Victoria and Commonwealth of
Australia

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38 Other terms or special conditions: Not Applicable
DISTRIBUTION
39
If syndicated, names of Lead
Managers and the Dealers:
Not Applicable
40 If non-syndicated, name of Dealer: Australia and New Zealand Banking Group
Limited
41 Additional selling restrictions: Not Applicable
OPERATIONAL INFORMATION
42 ISIN: AU3CB0292472
43 Common Code: 253518219
44 Any clearing system(s) other than
Austraclear and the relevant identification
number(s):
The Securities will be lodged in the Austraclear
System. Securities may also be held and
transacted in the Euroclear and Clearstream
systems.
The following additional disclosure shall be taken to be incorporated by reference into the Information
Memorandum for the purposes of the Subordinated Notes:

ADDITIONAL DISCLOSURE

On 4 May 2022, the Issuer announced it intends to lodge a formal application with APRA, the Federal
Treasurer and other applicable regulators to establish a non-operating holding company (“Approved NOHC”)
and create distinct banking and non-banking groups within the organisation. Should the proposed restructure
proceed, a new listed parent holding company will be created with two wholly-owned distinct groups of entities
sitting directly beneath it, a ‘Banking Group’ which would comprise the Issuer and the majority of present-day
subsidiaries, and a ‘Non-Banking Group’ which would allow banking-adjacent businesses to be developed or
acquired.

APRA has advised after preliminary discussions that it has no in-principle objections to the proposed
restructure. To date, the Issuer has not received any objections to the proposed restructure from other key
Australian and New Zealand regulators.

The proposal is subject to final approval by the Board of the Issuer and regulatory approvals, and will require
approval by the Federal Court and the Issuer’s shareholders.

Should the proposed restructure proceed, the Issuer may (with the prior written approval of APRA) amend
the terms of the issued Subordinated Notes in accordance with Condition 5D.2 to substitute the Approved
NOHC as the provider of ordinary shares upon Conversion of the Subordinated Notes.

Such amendments may be made without the approval of Subordinated Noteholders.

Subordinated Noteholders will receive a notice specifying the amendments to the terms of the Subordinated
Notes as soon as practicable after the proposed restructure takes place.

RATINGS
The Securities to be issued are expected to be rated:
A rating is not a recommendation by any rating organisation to buy, sell or hold Securities and may be subject
to revision or withdrawal at any time by the assigning rating organisation.

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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.

Signed on behalf of the Issuer: