ANZ : Issuer Document

FINAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended

to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to

be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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

(the "SFA") - The Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) 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).

Australia and New Zealand Banking Group Limited

(Australian Business Number 11 005 357 522)

(Incorporated with limited liability in Australia and registered in the State of Victoria)

Legal Entity Identifier: JHE42UYNWWTJB8YTTU19

(the "Issuer")

US$60,000,000,000

Euro Medium Term Note Programme

Series No: 2094

Tranche No: 1

USD 100,000,000 Zero Coupon Callable Notes due 30 March 2043 (the "Notes")

Issue Price: 100.00 per cent.

Australia and New Zealand Banking Group Limited (the "Dealer")

The date of these Final Terms is 28 March 2023

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 16 November 2022 and the Supplemental Base Prospectuses dated 4 January 2023 and 9 February 2023 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus.

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the website of the Issuer athttps://www.anz.com/debtinvestors/centre/programmes/anz-banking-group/euro-medium-term-note-programme-aus/ and the Regulatory News Service operated by the London Stock Exchange atwww.londonstockexchange.com/exchange/news/market-news/market-news-home.html and during normal business hours at the offices of the Paying Agents and copies may be obtained from Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.

1

• (i) Series Number: 2094

• (ii) Tranche Number: 1

• (iii) Date on which the Notes will Not Applicable be consolidated and form a single Series:

2

• (i) Specified Currencies:

  3

  4

  5 6 7

  United States Dollar ("USD")
  Not Applicable
  Not Applicable
  Not Applicable
  Aggregate Principal Amount:	USD 100,000,000
  (i) Series:	USD 100,000,000
  (ii) Tranche:	USD 100,000,000
  Issue Price:	100.00 per cent. of the Aggregate Principal
  Amount
  Specified Denomination(s):	USD 2,000,000
  Calculation Amount:	USD 2,000,000
  (i) Issue Date:	30 March 2023
  - 3 -

  Currency

  or

• (ii) Exotic Currency Payments:

• (iii) Exotic Time:CurrencyRelevant

• (iv) Exotic Currency Reuters Screen Page:Thomson

(ii) Interest Commencement Date:	Not Applicable
8	Maturity Date:	30 March 2043
9	Interest Basis:	Zero Coupon
10	Redemption/Payment Basis:	261.31578134 per cent. of the Aggregate
Principal Amount
11	Not Applicable
12	Not Applicable

Change of Interest Redemption/Payment Basis:

NZ Subordinated Notes:

or

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13	Fixed Rate Note Provisions	Not Applicable
14	Floating Rate Note Provisions	Not Applicable
15	CMS Rate Note Provisions:	Not Applicable
16	Inverse Floating Rate Note Provisions	Not Applicable
17	Range Accrual Note Provisions:	Not Applicable
18	Zero Coupon Note Provisions:	Applicable
(i) Compound Interest:	Applicable
(A) Amortisation Yield:	4.93 per cent. per annum
(ii) Linear Interest:	Not Applicable
(iii) Day Count Fraction:	30/360, unadjusted

PROVISIONS RELATING TO REDEMPTION

19 Call Option

Applicable

• (i) Optional Redemption Date(s):

  The Issuer shall have the right to redeem the Notes in whole (but not in part) on 30 March 2030, 30 March 2035 and 30 March 2040, subject to adjustment for payment purposes only in accordance with the Modified Following Business Day Convention

• (ii) Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):

USD 2,801,094.14 per Calculation Amount if redeemed on 30 March 2030

USD 3,563,084.07 per Calculation Amount if redeemed on 30 March 2035

USD 4,532,360.38 per Calculation Amount if redeemed on 30 March 2040

• (iii) If redeemable in part:

  Not Applicable
  Not Applicable
  No less than five (5) Business Days prior to
  each Optional Redemption Date
  20	Put Option	Not Applicable
  21	Final Redemption Amount of each	USD 5,226,315.63 per Calculation Amount
  Note:
  22	Early Redemption for NZ	Not Applicable
  Subordinated Note Regulatory Event:
  23	Early Redemption Amount:	As specified in Condition 5(e)

  Redemption

  • (a) Minimum Amount:

  • (b) Maximum Amount:

  Redemption

• (iv) Option Exercise Dates:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

• 24 Form of the Notes:

• 25 Payment Business Day Convention:Bearer Notes

  Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Bearer Notes in definitive form on 60 days' notice (or, following a failure to pay principal, on 30 days' notice) by the Issuer and in the limited circumstances specified in the Permanent Global Note.

  Modified Following

• 26 Additional Financial Centre(s):

  Not Applicable

• 27 Details relating to Instalment Notes, including Instalment Amount(s) and Instalment Date(s):

  Not Applicable

• 28 Redenomination, renominalisation and reconventioning provisions:

DISTRIBUTION

29 US Selling Restrictions:

Not ApplicableTEFRA D Rules; Regulation S Category 2