Australia and New Zealand Banking : ANZ Capital Notes 1 Exchange Notice and Amendments to Terms

News Release

For Release: 1 June 2021

ANZ Capital Notes 1 Exchange Notice and Amendments to

Terms

In connection with the ANZ Capital Notes 6 offer launched by ANZ today (Offer), ANZ has issued the attached exchange notice (Exchange Notice) in respect of ANZ Capital Notes issued by ANZ on 7 August 2013 (ASX: ANZPD) (CN1).

The Exchange Notice outlines that if Eligible CN1 Holders participate in the reinvestment component of the Offer (Reinvestment Offer), their Participating CN1 will be resold to the CN1 Nominated Purchaser on the ANZ Capital Notes 6 issue date (which is expected to be 8 July 2021) with the proceeds ($100 per Participating CN1) reinvested in ANZ Capital Notes 6.

Further details on the Reinvestment Offer, including how to apply, are set out in the ANZ Capital Notes 6 Prospectus which can be obtained online at capitalnotes6.anz.com (Prospectus).

To facilitate the Reinvestment Offer, the CN1 terms have been amended, as permitted under the CN1 terms.

The amended CN1 terms are set out in Attachment 2 to the Exchange Notice and have also been published on ANZ's website at anz.com/shareholder/centre/your- shareholding/alternative-securities/anz-capital-notes and currently at capitalnotes6.anz.com.

Investors who wish to apply for ANZ Capital Notes 6 should read the Prospectus in its entirety and seek professional guidance which takes into account their particular investment objectives, financial situation and needs from a professional advisor who is licensed by the Australian Securities and Investments Commission to give such advice.

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 6 Offer please visit capitalnotes6.anz.com or call the ANZ Information Line on 1800 113 399 (within Australia) or [phone] (international) (Monday to Friday - 8:30am to 5:30pm AEST).

For media enquiries only contact:

Stephen Ries, Head of Corporate Communications [phone]

Approved for distribution by ANZ's Continuous Disclosure Committee

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE U.S.

This announcement does not constitute financial product advice and is not an offer of ANZ Capital Notes 6. ANZ Capital Notes 6 have not been and 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.

Australia and New Zealand Banking Group Limited ABN 11 005 357 522

ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF ANZ CN1 HOLDERS. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD SEEK ADVICE FROM YOUR FINANCIAL ADVISER OR OTHER PROFESSIONAL ADVISOR.

Australia and New Zealand Banking Group Limited (ABN 11 005 357 522)

(the "Issuer")

Exchange Notice

given in respect of the Reinvestment CN1 (as defined below)

1 June 2021

1. Reinvestment Offer
   The Issuer issued the ANZ Capital Notes on 7 August 2013 (with ASX Code "ANZPD") (the "ANZ CN1") on the terms and conditions of the ANZ CN1 set out in Appendix A to the prospectus in relation to the ANZ CN1 dated 10 July 2013 (the "Original Terms"). The Issuer has today amended and restated the Original Terms as set out in Attachment 2 to this notice (the Original Terms as so amended and restated, the "Terms").
   The Issuer has today lodged a prospectus with the Australian Securities and Investments Commission (the "CN6 Prospectus") for the issue of capital notes (the "CN6"). The CN6 Prospectus includes an offer by the Issuer to eligible holders of ANZ CN1 to reinvest all or some of their ANZ CN1 in CN6 (the "Reinvestment Offer").
   Any ANZ CN1 which is to be reinvested in the CN6 under the Reinvestment Offer is a
   "Reinvestment CN1". If you hold ANZ CN1 but do not elect to participate in the Reinvestment Offer, your ANZ CN1 will not be Resold in accordance with this notice and you are not required to take any action.
   If, and to the extent that ANZ determines not to issue CN6 to a Holder, this Exchange Notice shall be taken to have been revoked to that extent and no Resale of that Holder's Reinvestment CN1 will occur.
2. Resale of Reinvestment CN1 to Purchaser
   This notice is an "Exchange Notice" given in respect of Reinvestment CN1 in accordance with clause 5.6 ("Resale of Reinvestment CN1 on the Reinvestment Date") of the Terms.
   Terms used and not otherwise defined in this Exchange Notice have the meaning given to them in the Terms.
   The Issuer hereby gives notice to each holder of Reinvestment CN1 (a "Reinvestment CN1 Holder") that in accordance with the Terms it has:
3. • made an election to resell all Reinvestment CN1 on the Reinvestment Date (the "Resale Date"), which is expected to be 8 July 2021; and
   • appointed UBS AG, Australia Branch (ABN 47 088 129 613) (not being a Related Entity of the Issuer) and any Permitted Successor as the purchaser for that Resale (the "Purchaser"),

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and accordingly, all Reinvestment CN1 will be transferred to the Purchaser at a purchase price per Reinvestment CN1 equal to $100, being the Face Value of that Reinvestment CN1.

The Purchaser on the date of this Exchange Notice has undertaken for the benefit of each Reinvestment CN1 Holder that it will acquire each Reinvestment CN1 from the Reinvestment CN1 Holder at the Face Value in accordance with the Deed of Undertaking made on or before the date of this Exchange Notice, a copy of which is attached as Attachment 1 to this notice. The Issuer has the approvals required from the Australian Prudential Regulation Authority ("APRA") under the Terms in respect of (1) the Resale and (2) the subsequent Redemption of Reinvestment CN1 in the hands of the Purchaser.

In accordance with clause 9.10 ("Power of attorney") of the Terms, each Reinvestment CN1 Holder has appointed the Issuer as its attorney to, among other things, sign all documents and transfers necessary or desirable to effect the Resale.

1. Conditions to completion of Resale
   The acquisition of Reinvestment CN1 by the Purchaser is subject to and will be performed in accordance with the Terms. This Exchange Notice is irrevocable, except as provided by the Terms.
   Resale may not occur for a number of reasons, including: if the CN6 Prospectus is withdrawn; if ANZ determines not to issue CN6; if a Trigger Event occurs; if the Purchaser does not for any reason pay the Face Value in full on the Resale Date; if APRA revokes its approval of the Resale; or if the Reinvestment CN1 cannot for any reason be transferred.
   If Resale does not occur, except where a Trigger Event occurs, Reinvestment CN1 Holders will continue to hold Reinvestment CN1.
2. Trading and transfer
   The last date for trading in Reinvestment CN1 is 5 July 2021. No transfer of Reinvestment CN1 (other than the transfer to the Purchaser pursuant to this Exchange Notice) will be registered after 30 June 2021.
3. Payments and completion of Resale
   Pursuant to the amendments to the Terms set out in Attachment 2 to this notice the CN1 distribution scheduled to be paid on 1 September 2021 has effectively been split into two distributions to facilitate the Reinvestment Offer - the First Pro Rata Distribution and the Second Pro Rata Distribution. The First Pro Rata Distribution of $0.8573 per CN1 will be paid on all CN1 on the Resale Date. The Second Pro Rata Distribution of $0.3655 per CN1 will be paid on all CN1 outstanding on 1 September 2021. As the Reinvestment CN1 will have no longer be outstanding on 1 September 2021, Reinvestment CN1 Holders will not receive the Second Pro Rata Distribution.
   Payment of the aggregate Face Value of all Reinvestment CN1 will be made by or on behalf of the Purchaser to the Reinvestment CN1 Holders in exchange for the transfer of the Reinvestment CN1 to the Purchaser and under the terms of the Reinvestment Offer the Reinvestment CN1 Holders direct that the Face Value of their Reinvestment CN1 be applied in satisfaction of the issue price of the CN6 for which they are subscribing under the Reinvestment Offer. The Issuer on behalf of the Reinvestment CN1 Holders will execute and deliver an instrument of transfer of the Reinvestment CN1 to the Purchaser. In their applications for CN6, Reinvestment CN1 Holders have directed the Issuer and Purchaser to apply the Face Value in payment of CN6.
   The payment of the First Pro Rata Distribution and the Second Pro Rata Distribution will be on the same terms and conditions as a payment of a Distribution by the Issuer under clauses 3 ("Distributions") and 13 ("Payments") of the Terms. The payment of the Face Value will be on the terms set out in clauses 8 ("Resale on Exchange Date") and 13 ("Payments") of the Terms.

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1. Terms defined in this Exchange Notice
   "Permitted Successor" means an entity (not being a Related Entity of the Issuer) selected by the Issuer with the approval of APRA and which the Issuer has announced on ASX as having succeeded to and assumed the obligations of the person named in this notice as Purchaser in connection with the Resale of the Reinvestment CN1 in place of that person.

Australia and New Zealand Banking Group Limited (ABN 11 005 357 522)

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Attachment 1 - Deed of Undertaking

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