Despatch of letter to holders of ANZ Capital Notes 3

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: 15 February 2023
Despatch of letter to holders of ANZ Capital Notes 3
Attached is a letter which will be sent to Eligible CN3 Holders notifying them of the
upcoming redemption of their ANZ Capital Notes 3 (CN3) and, in certain cases, an
opportunity to apply to reinvest some or all of their CN3 Redemption Proceeds in ANZ Capital
Notes 8 (subject to certain conditions) pursuant to the prospectus separately lodged today
with the ASX and the Australian Securities and Investments Commission
(Prospectus). An equivalent email has been sent to those CN3 Holders who have elected to
receive electronic communications.
Investors who meet the criteria to participate in the ANZ Capital Notes 8 offer, including the
Reinvestment Offer, and who wish to apply for ANZ Capital Notes 8 should read the
Prospectus in its entirety.
Unless otherwise defined, capitalised terms in this announcement have the meaning given
to them in the Prospectus.
For investor enquiries about the ANZ Capital Notes 8 Offer please visit
capitalnotes.anz.com or call the ANZ Information Line on 1800 113 399 (within
Australia) or +61 3 9415 4010 (international) (Monday to Friday – 8:30am to
5:30pm Melbourne time).
F
or media enquiries only contact:
Lachlan McNaughton, Senior Manager Corporate Communications +61 457 494 414
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 announcement does not constitute financial product advice or an offer of
any securities for sale. The securities referenced will not be registered under the U.S. Securities Act of
1933, as amended (Securities Act), or the securities laws of any state or jurisdiction of the United
States and may not be offered, sold or resold, directly or indirectly, in the United States or to, or for the
account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act), except
pursuant to an exemption from, or in a transaction not subject to, the Securities Act.

15 February 2023



Dear CN3 Holder


Redemption of ANZ Capital Notes 3 and a new ANZ Capital Notes 8 offer

• This letter is important and relates to your ANZ Capital Notes 3.
• ANZ has announced it will redeem all of the ANZ Capital Notes 3 on 24 March 2023.
• ANZ has also announced the launch of an offer of ANZ Capital Notes 8, which
contains a Reinvestment Offer under which certain eligible CN3 holders may apply
to reinvest some or all of their CN3 redemption proceeds in ANZ Capital Notes 8.
• If you are interested in applying for ANZ Capital Notes 8, you must speak to a
syndicate broker or financial adviser associated with a syndicate broker. Eligible
CN3 holders will not be able to apply to ANZ directly.

On 15 February 2023, Australia and New Zealand Banking Group Limited (ANZ) (acting through
its New Zealand branch) issued a redemption notice for ANZ Capital Notes 3 (ASX: AN3PF)
(CN3) in accordance with the CN3 terms, confirming that on 24 March 2023 ANZ will redeem all
of the CN3 for their face value of $100 per CN3.
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ANZ also made an offer (Offer) of new mandatorily convertible subordinated perpetual
securities (ANZ Capital Notes 8).

Why have we written to you?

If you are an eligible CN3 holder, you can apply to reinvest some or all of your CN3 redemption
proceeds in ANZ Capital Notes 8 (Reinvestment Offer). You also may be able to separately
apply for ANZ Capital Notes 8 whether or not you apply to participate in the Reinvestment Offer
(New Money Offer).

Your holding of CN3 at 7:00pm (Melbourne time) on 10 February 2023 (which is the record date
for the
Reinvestment Offer) is set out above.


Am I eligible to apply?

Participation in the Offer, including the Reinvestment Offer, is limited to clients of syndicate
brokers who are either wholesale investors, or retail investors within the target market for the
ANZ Capital Notes 8 who have received personal advice from a licensed professional adviser.

Details of the target market are set out in the prospectus for the Offer that is available at
capitalnotes.anz.com.

You also cannot apply if you are in the United States, acting as a nominee for, or for the account or
benefit of a US person or otherwise prevented from receiving an invitation to participate in the Offer
or ANZ Capital Notes 8 under the laws of any jurisdiction.

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The redemption notice is irrevocable (except as provided by the CN3 terms).
SRN/HIN:
CN3 (AN3PF) held at 7:00pm (Melbourne time)
on 10 February 2023:

How do I apply?

Consistent with ANZ’s previous capital notes 7 offer in 2021, eligible CN3 holders cannot apply
directly to ANZ to participate in the Offer.

All applications under the Offer, including under the Reinvestment Offer, must be submitted
through a syndicate broker via an application form accompanying the prospectus for the Offer
and you must contact your syndicate broker or financial adviser associated with a syndicate
broker for instructions on how to apply, including to determine whether you are eligible to
apply. Not all financial advisers will have access to the Offer.

The syndicate brokers include the Joint Lead Managers and Co-Managers for the Offer and any
other broker selected by the Joint Lead Managers to participate. ANZ has appointed ANZ
Securities Limited, Commonwealth Bank of Australia, E&P Corporate Advisory Pty Limited,
Morgan Stanley Australia Securities Limited, Morgans Financial Limited, Ord Minnett Limited,
Shaw and Partners Limited, UBS AG, Australia Branch and Westpac Institutional Bank as
Joint Lead Managers. Bell Potter Securities Limited and LGT Crestone Wealth Management
Limited have been appointed as Co-Managers. Details of the relevant contact persons at each
of the Syndicate Brokers is available on capitalnotes.anz.com, however, not all of the
Syndicate Brokers are available to retail investors.

The Offer period is expected to open on 23 February 2023. The Reinvestment Offer closes at
5.00pm (Melbourne time) on 9 March 2023 and the New Money Offer closes at 10.00am
(Melbourne time) on
22 March 2023, although this may change and both components of the
Offer could close early without notice.

What if I don’t have a broker or financial adviser?

The Australian Government’s MoneySmart website contains details on choosing a financial
adviser at moneysmart.gov.au/financial-advice/choosing-a-financial-adviser.

Where can I find more information?

The prospectus for the Offer contains full details of ANZ Capital Notes 8 and the Reinvestment
Offer, including the key dates. If you are considering applying for ANZ Capital Notes 8, it is
important you read the prospectus in full before deciding to apply.

The prospectus and other documents relating to the Offer can be obtained electronically at
capitalnotes.anz.com.

Other Important Information

• The market price of CN3 is subject to change from time to time and CN3 holders may be able
to sell or dispose of their CN3 at a price higher or lower than the price they would receive
from the CN3 redemption. The current market price of CN3 is available at asx.com.au.

• The last day of trading of the CN3 on the ASX will be 8 March 2023.

• CN3 holders on the register on 10 March 2023 will be entitled to the face value of $100 per
CN3 and, subject to the conditions set out in the CN3 terms, will also receive a final
distribution of $2.4408 per CN3.

Thank you for your support of ANZ.


For more information you can visit capitalnotes.anz.com or call the ANZ Information
Line on 1800 113 399 (within Australia) or +61 3 9415 4010 (international) (Monday to
Friday – 8:30am to 5:30pm Melbourne time).