ANZ Group Holdings Limited logo

Cleansing Notice

Debt Issuance14 August 2025ANZFinancials

For Release: 14 August 2025
Issue of A$1.5 billion 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) (“ANZBGL”) will issue A$750

million fixed rate subordinated notes due August 2045 and A$750 million fixed to floating rate subordinated

notes due August 2040 ($1.5 billion in aggregate) pursuant to its Australian dollar debt issuance programme

(the “Subordinated Notes”).

The Subordinated Notes convert into fully paid ordinary shares of ANZ Group Holdings Limited (ABN 16 659

510 791) (“ANZGHL”) (“ANZGHL Ordinary Shares”) where the Australian Prudential Regulation Authority

(“APRA”) determines this to be necessary on the grounds that ANZBGL would otherwise become non-viable.

This notice is given jointly by ANZBGL and ANZGHL. It 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 ANZGHL Ordinary Shares or

Approved NOHC Ordinary Shares

1

issued on conversion of the Subordinated Notes to be freely tradeable

without further disclosure and includes:

1. the description of the rights and liabilities attaching to the Subordinated Notes that is contained in the

“Conditions of the Securities” section of the Information Memorandum dated 9 August 2023 that was

lodged by ANZBGL with the Australian Securities Exchange (“ASX”) on that day (“Information

Memorandum”);

2. in Schedule 1, commercial particulars of the Subordinated Notes, extracted from the Pricing

Supplements for the Subordinated Notes dated 12 August 2025; and

3. the description of the rights and liabilities attaching to ANZGHL Ordinary Shares that is contained in the

“Description of the ANZGHL Ordinary Shares to be issued upon Conversion of Subordinated Notes

that are subject to Conversion” section of 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 ANZBGL will not have a material impact on ANZBGL’s or ANZGHL’s

financial position. If a Non-Viability Trigger Event occurs and ANZGHL issues ANZGHL Ordinary Shares, the

impact of Conversion on ANZGHL would be to increase ANZGHL’s shareholders’ equity. The number of

ANZGHL Ordinary Shares issued on Conversion is limited to the Maximum Conversion Number. The

Maximum Conversion Number is 162.9726 ANZGHL Ordinary Shares per Subordinated Note (with a Principal

Amount of A$1,000), based on the Issue Date VWAP

2

of A$30.68.

As a disclosing entity, ANZGHL is subject to regular reporting and disclosure obligations under the

Corporations Act and ASX Listing Rules. Broadly, these obligations require ANZGHL 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.

ANZGHL 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, ANZGHL 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.

ANZGHL 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 ANZGHL in the period after the lodgement of the annual

financial report of ANZGHL for the year ended 30 September 2024 and before the date of this notice;

• ANZGHL’s consolidated financial report and dividend announcement for the half year ended 31 March

2025;

• ANZGHL’s annual financial report for the year ended 30 September 2024; and

• ANZGHL’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





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 ANZGHL Ordinary Shares for issue or

sale in Australia. Subordinated Notes are only available for sale 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 1 – Commercial particulars of the Subordinated Notes


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: 200

Tranche No: 1


A$750,000,000 Fixed Rate Subordinated Notes due 14 August 2045

Issue Price: 100 per cent.




Dealer: Australia and New Zealand Banking Group Limited


The date of this Pricing Supplement is 12 August 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: 200

(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$750,000,000

(ii) Series: A$750,000,000

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

Amount

(ii) Net proceeds: A$750,000,000

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: 14 August 2025


3

(ii) Interest Commencement Date: Issue Date

8 Maturity Date: 14 August 2045

9 Interest Basis: 6.171 per cent. Fixed 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: Not Applicable


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

(i) Rate of Interest: 6.171 per cent. per annum payable semi-

annually in arrear in respect of the period

from, and including, the Issue Date to, but

excluding, the Maturity Date

(ii) Interest Payment Date(s): 14 February and 14 August in each year

commencing on 14 February 2026 up to, and

including the Maturity Date, 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

(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: Not Applicable

18 Zero Coupon Note Provisions: Not Applicable

19 Linear interpolation: Not Applicable


4

20 Index Linked Interest Note Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

21 Call Option: 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.

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)


5

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: As set out in Schedule 1.

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

6
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: AU3CB0324754

43 Common Code: 314860349

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:


7

Schedule 1


1. The Perpetual Capital Floating Rate Notes issued under a trust deed dated 30

October 1986 referenced in the definition of “Equal Ranking Securities” are no longer

outstanding. Accordingly, the definition of “Equal Ranking Securities” in Condition 1.1

is deleted and replaced with:


“Equal Ranking Securities means any present or future instrument that ranks in a

winding-up of the Issuer as the most junior claim in the winding-up of the Issuer

ranking senior to Junior Ranking Securities, and includes any other instruments

issued as Relevant Tier 2 Securities.”


2. The following disclosure shall be added to the section entitled “Summary of the

Programme - Additional Note Risks (Subordinated Notes):”


“Subordinated Noteholders should be aware that, as at the date of this Pricing

Supplement, Relevant Tier 1 Securities include the securities eligible for inclusion as

Additional Tier 1 Capital. APRA has proposed that Additional Tier 1 Capital be

phased out from 1 January 2027. This is likely to decrease the amount (if any) of

Relevant Tier 1 Securities and increase the amount of Relevant Tier 2 Securities that

are on issue from time to time, which could adversely affect the outcomes for holders

of Subordinated Notes in the event of a Non-Viability Trigger Event.


The transitional arrangements that will apply to Additional Tier 1 Capital instruments

on issue on 1 January 2027 are subject to on-going consultation with APRA, however

it is expected that no Additional Tier 1 Capital instruments would remain on issue

after 1 January 2032. Accordingly, from that date, the only securities ranking junior to

the Subordinated Notes in a winding-up would be ordinary shares in the Issuer, and if

a Non-Viability Trigger Event were to occur there would be no Relevant Tier 1

Securities liable to be Converted before the Subordinated Notes are required to be

Converted.”


3. All disclosure in the Information Memorandum describing ranking and subordination

is qualified by the changes described above.


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: 201

Tranche No: 1


A$750,000,000 Fixed to Floating Rate Subordinated Notes due 14 August 2040

Issue Price: 100 per cent.




Dealer: Australia and New Zealand Banking Group Limited


The date of this Pricing Supplement is 12 August 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: 201

(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$750,000,000

(ii) Series: A$750,000,000

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

Amount

(ii) Net proceeds: A$750,000,000

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: 14 August 2025


3

(ii) Interest Commencement Date: Issue Date

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

14 August 2040

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

excluding, 14 August 2035: 5.691 per cent.

Fixed Rate

From, and including, 14 August 2035 to, but

excluding, the Maturity Date: 3 month BBSW

+ 1.68 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, 14 August 2035: Fixed Rate

From, and including, 14 August 2035 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, 14 August 2035

(i) Rate of Interest: 5.691 per cent. per annum payable semi-

annually in arrear in respect of the period

from, and including, the Issue Date to, but

excluding, 14 August 2035

(ii) Interest Payment Date(s): 14 February and 14 August in each year

commencing on 14 February 2026 up to, and

including, 14 August 2035, 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, 14 August

2035 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: 14 February, 14 May, 14 August and 14

November in each year commencing on 14

November 2035 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): +1.68 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): 14 August 2035 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: As set out in Schedule 1.


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: AU3CB0324762

43 Common Code: 314860560

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:


9

Schedule 1


1. The Perpetual Capital Floating Rate Notes issued under a trust deed dated 30

October 1986 referenced in the definition of “Equal Ranking Securities” are no longer

outstanding. Accordingly, the definition of “Equal Ranking Securities” in Condition 1.1

is deleted and replaced with:


“Equal Ranking Securities means any present or future instrument that ranks in a

winding-up of the Issuer as the most junior claim in the winding-up of the Issuer

ranking senior to Junior Ranking Securities, and includes any other instruments

issued as Relevant Tier 2 Securities.”


2. The following disclosure shall be added to the section entitled “Summary of the

Programme - Additional Note Risks (Subordinated Notes):”


“Subordinated Noteholders should be aware that, as at the date of this Pricing

Supplement, Relevant Tier 1 Securities include the securities eligible for inclusion as

Additional Tier 1 Capital. APRA has proposed that Additional Tier 1 Capital be

phased out from 1 January 2027. This is likely to decrease the amount (if any) of

Relevant Tier 1 Securities and increase the amount of Relevant Tier 2 Securities that

are on issue from time to time, which could adversely affect the outcomes for holders

of Subordinated Notes in the event of a Non-Viability Trigger Event.


The transitional arrangements that will apply to Additional Tier 1 Capital instruments

on issue on 1 January 2027 are subject to on-going consultation with APRA, however

it is expected that no Additional Tier 1 Capital instruments would remain on issue

after 1 January 2032. Accordingly, from that date, the only securities ranking junior to

the Subordinated Notes in a winding-up would be ordinary shares in the Issuer, and if

a Non-Viability Trigger Event were to occur there would be no Relevant Tier 1

Securities liable to be Converted before the Subordinated Notes are required to be

Converted.”


3. All disclosure in the Information Memorandum describing ranking and subordination

is qualified by the changes described above.

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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