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Cleansing Notice

Debt Issuance15 January 2025ANZFinancials





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: 195

Tranche No: 1


A$1,250,000,000 Floating Rate Subordinated Notes due 15 January 2035

Issue Price: 100 per cent.




Dealer: Australia and New Zealand Banking Group Limited


The date of this Pricing Supplement is 13 January 2025



2

Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the

“SFA”): In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets

Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and

hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are

prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment

Products (as defined in the Monetary Authority of Singapore (the “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 the Notes 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 9 August 2023. This Pricing Supplement contains the final terms of

the Notes and must be read in conjunction with the Information Memorandum, as supplemented as at the

Issue Date.

1 Issuer: Australia and New Zealand Banking Group

Limited

2 (i) Series Number: 195

(ii) Tranche Number: 1

(if fungible with an existing Series, include

details of that Series, including the date on

which the Notes become fungible)


3 Specified Currency: Australian Dollars (“A$”)

4 Aggregate Principal Amount:

(i) Tranche: A$1,250,000,000

(ii) Series: A$1,250,000,000

5 (i) Issue Price: 100 per cent. of the Aggregate Principal

Amount

(ii) Net proceeds: A$1,250,000,000

6 Specified Denomination(s) (and

Principal Amount):

A$1,000 in each case as it may be adjusted in

accordance with Condition 7.4

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: 15 January 2025


3

(ii) Interest Commencement Date: Issue Date

8 Maturity Date: Interest Payment Date falling on or nearest to

15 January 2035

9 Interest Basis: 3 month BBSW + 1.52 per cent. Floating Rate

(Further particulars specified below)

10 Redemption/Payment Basis: Redemption at Par

11 Change of Interest or

Redemption/Payment Basis:

Not Applicable

12 Put/Call Options: Call Option

(Further particulars specified below)

13 Status of the Notes: Subordinated Notes

14 Listing: None

15 Method of distribution: Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16 Fixed Rate Note Provisions: Not Applicable

17 Floating Rate Note Provisions: Applicable

(i) (a) Interest Period(s): Not Applicable (For the avoidance of doubt

the defined term in Condition 1.1 applies)

(b) Interest Payment Dates: 15 January, 15 April, 15 July and 15 October

in each year commencing on 15 April 2025 up

to, and including, the date on which the

Subordinated Notes are redeemed, 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:

BBSW 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: Not Applicable

(vi) Margin(s): +1.52 per cent. per annum

(vii) Minimum Rate of Interest: Not Applicable


4

(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 interest on Floating Rate

Notes, if different from those set out

in the Conditions:

Not Applicable

18 Zero Coupon Note Provisions: Not Applicable

19 Linear interpolation: Not Applicable

20 Index Linked Interest Note 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): 15 January 2030 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 7.4

(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 7.4

24 Early Redemption Amount: Par, as it may be adjusted in accordance with

Condition 7.4


5

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).

25 Redemption for Regulatory Event

(Subordinated Notes only):

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.

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 6.2(a): Applicable (Note that Condition 6.2(a)

applies automatically).

Condition 6.2(b) (Subordinated Notes

only):

Applicable

Condition 6.2(c) (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 8.5 where

“Applicable” is specified at paragraph 29)

29 Conversion: Applicable

(i) CD: 1.00%

(ii)

VWAP Period:

5 Business Days

30 Alternative Conversion Number: Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

31 Form of Notes: Registered

32 Record Date: 7 days


6

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

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: Selling restrictions are set out in the

Information Memorandum in the section

headed “Subscription and Sale” except that

the “Singapore” sub-section is replaced with

the following:

Singapore

This Information Memorandum has not been

registered as a prospectus with the Monetary

Authority of Singapore. Accordingly, this

Information Memorandum or any other

document or material in connection with the

offer or sale, or invitation for subscription or

purchase, of the Notes, may not be circulated

or distributed, nor may the Notes be offered

or sold, or be made the subject of an

invitation for subscription or purchase,

whether directly or indirectly, to any person in

Singapore other than (i) to an institutional

investor (as defined in Section 4A of the

Securities and Futures Act 2001 of

Singapore, as modified or amended from time

to time (the "SFA")) pursuant to Section 274

of the SFA or (ii) to an accredited investor (as

defined in Section 4A of the SFA) pursuant to

and in accordance with the conditions

specified in Section 275 of the SFA.

OPERATIONAL INFORMATION

42 ISIN: AU3FN0094793

7
43 Common Code: 297546023

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.

RATINGS

A rating is not a recommendation by any rating organisation to buy, sell or hold Notes and may

be subject to revision or withdrawal at any time by the assigning rating organisation.

RESPONSIBILITY

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

Signed on behalf of the Issuer:

By: ....................................................

Signed by Adrian Went, Group Treasurer as attorney under power of attorney dated 24

November 2022 in accordance with section 126(1) of the Corporations Act 2001 (Cth)


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: 194

Tranche No: 1


A$500,000,000 Fixed to Floating Rate Subordinated Notes due 15 January 2035

Issue Price: 100 per cent.




Dealer: Australia and New Zealand Banking Group Limited


The date of this Pricing Supplement is 13 January 2025



2

Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the

“SFA”): In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets

Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and

hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are

prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment

Products (as defined in the Monetary Authority of Singapore (the “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 the Notes 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 9 August 2023. This Pricing Supplement contains the final terms of

the Notes and must be read in conjunction with the Information Memorandum, as supplemented as at the

Issue Date.

1 Issuer: Australia and New Zealand Banking Group

Limited

2 (i) Series Number: 194

(ii) Tranche Number: 1

(if fungible with an existing Series, include

details of that Series, including the date on

which the Notes become fungible)


3 Specified Currency: Australian Dollars (“A$”)

4 Aggregate Principal Amount:

(i) Tranche: A$500,000,000

(ii) Series: A$500,000,000

5 (i) Issue Price: 100 per cent. of the Aggregate Principal

Amount

(ii) Net proceeds: A$500,000,000

6 Specified Denomination(s) (and

Principal Amount):

A$1,000 in each case as it may be adjusted in

accordance with Condition 7.4

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: 15 January 2025


3

(ii) Interest Commencement Date: Issue Date

8 Maturity Date: Interest Payment Date falling on or nearest to

15 January 2035

9 Interest Basis: From, and including, the Issue Date to, but

excluding, 15 January 2030: 5.545 per cent.

Fixed Rate

From, and including, 15 January 2030 to, but

excluding, the Maturity Date: 3 month BBSW

+ 1.52 per cent. 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, 15 January 2030: Fixed Rate

From, and including, 15 January 2030 to, but

excluding, the Maturity Date: Floating Rate

(Further particulars specified below)

12 Put/Call Options: Call Option

(Further particulars specified below)

13 Status of the Notes: Subordinated Notes

14 Listing: None

15 Method of distribution: Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16 Fixed Rate Note Provisions: Applicable from, and including, the Issue Date

to, but excluding, 15 January 2030

(i) Rate of Interest: 5.545 per cent. Per annum payable semi-

annually in arrear in respect of the period

from, and including, the Issue Date to, but

excluding, 15 January 2030

(ii) Interest Payment Date(s): 15 January and 15 July in each year

commencing on 15 July 2025 up to, and

including, 15 January 2030, 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


4

(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

Notes:

Not Applicable

17 Floating Rate Note Provisions: Applicable from, and including, 15 January

2030 to, but excluding, the Maturity Date

(i) (a) Interest Period(s): Not Applicable (For the avoidance of doubt

the defined term in Condition 1.1 applies)

(b) Interest Payment Dates: 15 January, 15 April, 15 July and 15 October

in each year commencing on 15 April 2030 up

to, and including, the date on which the

Subordinated Notes are redeemed, 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:

BBSW 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: Not Applicable

(vi) Margin(s): +1.52 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 interest on Floating Rate

Notes, if different from those set out

in the Conditions:

Not Applicable

18 Zero Coupon Note Provisions: Not Applicable

19 Linear interpolation: Not Applicable

20 Index Linked Interest Note Provisions: Not Applicable


5

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): 15 January 2030 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 7.4

(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 7.4

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 7.4

25 Redemption for Regulatory Event

(Subordinated Notes only):

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.

26 Redemption for taxation reasons: Any early redemption will be subject to the

prior written approval of APRA.


6

Subordinated Noteholders should not expect

that APRA’s approval will be given for any

redemption of Subordinated Notes.

Condition 6.2(a): Applicable (Note that Condition 6.2(a)

applies automatically).

Condition 6.2(b) (Subordinated Notes

only):

Applicable

Condition 6.2(c) (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 8.5 where

“Applicable” is specified at paragraph 29)

29 Conversion: Applicable

(i) CD: 1.00%

(ii) VWAP Period: 5 Business Days

30 Alternative Conversion Number: Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

31 Form of Notes: 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

38 Other terms or special conditions: Not Applicable


7

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: Selling restrictions are set out in the

Information Memorandum in the section

headed “Subscription and Sale” except that

the “Singapore” sub-section is replaced with

the following:

Singapore

This Information Memorandum has not been

registered as a prospectus with the Monetary

Authority of Singapore. Accordingly, this

Information Memorandum or any other

document or material in connection with the

offer or sale, or invitation for subscription or

purchase, of the Notes, may not be circulated

or distributed, nor may the Notes be offered

or sold, or be made the subject of an

invitation for subscription or purchase,

whether directly or indirectly, to any person in

Singapore other than (i) to an institutional

investor (as defined in Section 4A of the

Securities and Futures Act 2001 of

Singapore, as modified or amended from time

to time (the "SFA")) pursuant to Section 274

of the SFA or (ii) to an accredited investor (as

defined in Section 4A of the SFA) pursuant to

and in accordance with the conditions

specified in Section 275 of the SFA.

OPERATIONAL INFORMATION

42 ISIN: AU3CB0317162

43 Common Code: 297545914

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.

RATINGS

8
A rating is not a recommendation by any rating organisation to buy, sell or hold Notes and may

be subject to revision or withdrawal at any time by the assigning rating organisation.

RESPONSIBILITY

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

Signed on behalf of the Issuer:

By: ..........

Signed by Adrian Went, Group Treasurer as attorney under power of attorney dated 24

November 2022 in accordance with section 126(1) of the Corporations Act 2001 (Cth)

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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