Australia and New Zealand Banking : Issue of A$1,250,000,000 Floating Rate Subordinated Notes

News Release

For release: 26 August 2020

Issue of A$1,250,000,000 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) ("Issuer") will issue A$1,250,000,000 subordinated notes due February 2031 pursuant to its Australian dollar debt issuance programme (the "Subordinated Notes").

The Subordinated Notes convert into fully paid ordinary shares of the Issuer ("Ordinary Shares") where the Australian Prudential Regulation Authority ("APRA") determines this to be necessary on the grounds that the Issuer would otherwise become non-viable.

This notice 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 Ordinary Shares or Approved NOHC1 Ordinary Shares issued on conversion of the Subordinated Notes to be freely tradeable without further disclosure and includes in the Schedule commercial particulars of the Subordinated Notes, extracted from the Pricing Supplement for the Subordinated Notes dated 24 August 2020.

A description of the rights and liabilities attaching to the Subordinated Notes is contained in the "Conditions of the Securities" section of the Information Memorandum dated 15 October 2018 that was lodged with the Australian Securities Exchange ("ASX") on that day ("Information Memorandum"). A description of the rights and liabilities attaching to Ordinary Shares is set out in 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 the Issuer will not have a material impact on the Issuer's financial position. If a Non-Viability Trigger Event occurs and the Issuer issues Ordinary Shares, the impact of Conversion on the Issuer would be to increase the Issuer's shareholders' equity. The number of Ordinary Shares issued on Conversion is limited to the Maximum Conversion Number. The Maximum Conversion Number is 274.1228 Ordinary Shares per Subordinated Note (with a Principal Amount of A$1,000), based on the Issue Date VWAP2 of A$18.24.

As a disclosing entity, the Issuer is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. Broadly, these obligations require the

1. Non-operatingholding company. Refer to the Information Memorandum for the meaning of "Approved NOHC Ordinary Shares" in the context of the Subordinated Notes.
2. Average of the daily volume weighted average sale prices of ANZ ordinary shares. Refer to the Information Memorandum for the meaning of "Issue Date VWAP" in the context of the Subordinated Notes.

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

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

Issuer 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.

The Issuer must ensure that the ASX is continuously notified of information about specific events and matters as they arise for the purposes of ASX making the information available to the Australian securities market. In this regard, the Issuer 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.

The Issuer 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 the Issuer in the period after the lodgement of the annual financial report of the Issuer for the year ended 30 September 2019 and before the date of this notice;
• the Issuer's consolidated financial report and dividend announcement for the half year ended 31 March 2020;
• the Issuer's annual financial report for the year ended 30 September 2019; and
• the Issuer'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

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 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 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 - Commercial particulars of the Subordinated Notes

This description is extracted from the Pricing Supplement.

1	Issuer:	Australia and New Zealand Banking Group Limited
2	(i) Series Number:	148
	(ii) Tranche Number:	1

(if fungible with an existing Series, include details of that Series, including the date on which the Securities become fungible)

1. Specified Currency:
2. Aggregate Principal Amount:
3. 1. Tranche:
   2. Series:
4. (i) Issue Price:
5. 1. Net proceeds:
6. Specified Denomination(s) (and Principal Amount):

Australian Dollars ("A$")

A$1,250,000,000

A$1,250,000,000

A$1,250,000,000

100.00 per cent. of the Aggregate Principal Amount A$$1,250,000,000

A$1,000 in each case as it may be adjusted in accordance with Condition 5A.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 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).

1. (i) Issue Date:
   (ii) Interest Commencement Date:
2. Maturity Date:
3. Interest Basis:
4. Redemption/Payment Basis:
5. Change of Interest or Redemption/Payment Basis:
6. Put/Call Options:
7. Status of the Securities:
8. Listing:
9. Method of distribution:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Security Provisions:
2. Floating Rate Security Provisions:

26 August 2020

Issue Date

Interest Payment Date falling on or nearest to 26 February 2031

3 month BBSW + 1.85 per cent. per annum Floating Rate (Further particulars specified below)

Redemption at Par

Not Applicable

Issuer Call Option

(Further particulars specified below)

Subordinated Notes

None

Non-syndicated

Not Applicable

Applicable

	(i) (a) Interest Period(s):	Not Applicable (For the avoidance of doubt, the definition
		in Condition 1.1 applies)
	(b) Interest Payment Dates:	26 February, 26 May, 26 August and 26 November in
		each year commencing on 26 November up to (and
		including) the date on which the Securities are redeemed,
		in each case subject to adjustment in accordance with the
		Business Day Convention
	(c) Interest Period Date if not an Interest Payment	Not Applicable
	Date:
	(ii) Business Day Convention:	Modified Following Business Day Convention
	(iii) Manner in which the Rate(s) of Interest is/are to be	Screen Rate Determination
	determined:
	(iv) Calculation Agent responsible for calculating the	Australia and New Zealand Banking Group Limited
	Rate(s) of Interest and Interest Amount(s):
	(v) Screen Rate Determination:	Applicable
	- Reference Rate:	BBSW
	- Interest Determination Date(s):	The first day of each Interest Period
	- Relevant Screen Page:	BBSW Page
	- Relevant Time:	10:30 am
	- Relevant Financial Centre:	Sydney
	- Reference Banks:	Not Applicable
	(vi) Margin(s):	+ 1.85 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,	Not Applicable
	denominator and any other terms relating to the
	method of calculating interest on Floating Rate
	Securities, if different from those set out in the
	Conditions:
18	Zero Coupon Security Provisions:	Not Applicable
19	Linear interpolation:	Not Applicable
20	Index-Linked Interest Security Provisions:	Not Applicable
PROVISIONS RELATING TO REDEMPTION
21	Call Option:	Applicable

1. Option Exercise Date(s) (if other than as set out in the Conditions):

1. Optional Redemption Date(s):

Any early redemption will be subject to the prior written approval of APRA.

As set out in Condition 5.4

26 February 2026 and every Interest Payment Date thereafter up to (but excluding) the Maturity Date, in each case subject to adjustment in accordance with the