Australia and New Zealand Banking : Issuer Document

EXECUTION VERSION

FINAL TERMS

IMPORTANT - PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Covered Bonds 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:

1. a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (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; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

IMPORTANT - PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Covered Bonds 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"); (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; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). 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 Covered Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MiFID II product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of each relevant Manager's product approval process as a MiFID II (as defined below) "manufacturer", the target market assessment completed by the relevant Managers in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (an "EU distributor") should take into consideration the relevant manufacturers' target market assessment; however, an EU distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. The Issuer is not subject to MiFID II and any implementation thereof by an EU Member State. The Issuer is therefore not a "manufacturer" for the purposes of the MiFID Product Governance Rules under EU Delegated Directive 2017/593 and has no responsibility or liability for identifying a target market, or any other product governance obligation set out in MiFID II, for financial instruments it issues (including the foregoing target market assessment for the Covered Bonds described in this legend).

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UK MiFIR product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of the relevant Manager's product approval process as a UK MiFIR (as defined below) "manufacturer", the target market assessment completed by the relevant Manager in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is only eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in UK MiFIR ("UK MiFIR" being Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "UK distributor") should take into consideration the manufacturer's target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The Issuer is not subject to UK MiFIR and any implementation thereof by the UK. The Issuer is therefore not a "manufacturer" for the purposes of the UK MiFIR Product Governance Rules and has no responsibility or liability for identifying a target market, or any other product governance obligation set out in UK MiFIR, for financial instruments it issues (including the foregoing target market assessment for the Covered Bonds described in this legend).

Notification under Section 309B(1) of the Securities and Futures Act 2001 of Singapore (the "SFA"): The Covered Bonds are capital markets products other than prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Specified 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).

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______ November 2022

Australia and New Zealand Banking Group Limited

ABN 11 005 357 522

Legal Entity Identifier (LEI): JHE42UYNWWTJB8YTTU19

Issue of EUR 2,000,000,000 Series 2022-2 Fixed Rate Covered Bonds due November

2024

irrevocably and unconditionally guaranteed as to payment of principal and interest by Perpetual Corporate Trust Limited as trustee of the ANZ Residential Covered Bond Trust under the US$30,000,000,000 Global Covered Bond Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 13 May 2022 as supplemented by the supplemental prospectus dated 21 July 2022 and the supplemental prospectus dated 3 November 2022 which together constitute a base prospectus (the "Prospectus") for the purposes of the UK Prospectus Regulation. This document constitutes the final terms of the Covered Bonds described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Prospectus as so supplemented. Full information on the Issuer and the Covered Bond Guarantor and the offer of the Covered Bonds is only available on the basis of the combination of this Final Terms and the Prospectus. Copies of the Prospectus and the supplemental prospectus are

available free of charge to the public for viewing at https://www.londonstockexchange.com/news?tab=news-explorer and from the specified office

of the Covered Bond Paying Agent and for viewing at https://www.anz.com/debtinvestors/centre/

1. (a) Series Number:
2. 1. Tranche Number:
3. Specified Currency or Currencies:
4. Aggregate Principal Amount of Covered Bonds:
5. 1. Series:
   2. Tranche:
6. Issue Price:
7. (a) Specified Denominations:

2022-2

1

Euro ("EUR").

EUR 2,000,000,000.

EUR 2,000,000,000.

EUR 2,000,000,000.

100 per cent. of the Aggregate Principal Amount.

EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000.

	(b)	Calculation Amount:	EUR 1,000.
6.	(a)	Issue Date:	15 November 2022.
	(b)	Interest Commencement Date:	Issue Date.
7.	(a)	Final Maturity Date:	15 November 2024.

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1. Extended Due for Payment Date
   of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee:

Interest Payment Date falling in or nearest to 15 November 2025.

8.	Interest Basis:	A. 3.205	per cent.	Fixed	Rate
		payable	annually	in	arrear
		(further	particulars	specified in
		paragraph 14 below).

B. If applicable, 1-month Euribor plus 0.29 per cent per annum Floating Rate payable monthly in

arrear (further particulars specified in paragraph 15 below).

9.

Redemption Basis:

100 per cent. of their nominal amount.

10. Payment Basis:

1. 1. Instalment Covered Bonds:
   2. Hard Bullet Covered Bonds:
2. Change of Interest Basis or Redemption/Payment Basis:
3. Put/Call Options:
4. Date of Board approval for issuance of Covered Bonds obtained:

Not Applicable.

Not Applicable.

Applicable from (and including) the Final Maturity Date in accordance with paragraph 15 below.

Not Applicable.

22-23 October 2002

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Covered Bond provisions:

1. Rate of Interest:

Applicable.

3.205 per cent. per annum accruing from

(and including) the Interest Commencement Date to (but excluding) the Final Maturity Date payable annually in arrear.

(b)	Interest Payment Date(s):		15 November 2023 and 15 November
			2024.
(c)	Fixed Coupon Amount(s):		EUR 32.05 per Calculation Amount.
(d)	Broken Amount(s):		Not Applicable.
(e)	Day Count Fraction:		Actual/Actual (ICMA) (Unadjusted).
(f)	Determination Date(s):		Not Applicable.
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15. Floating Rate Covered Bond provisions:	Applicable.
(a)	Specified Period(s):	If payment of the Final Redemption
		Amount is deferred until the Extended
		Due for Payment Date (in the
		circumstances	described	in	the
		Conditions), from (and including) the
		Final Maturity Date to (but excluding) the
		earlier of (i) the date on which the
		Covered Bonds are redeemed in full; and
		(ii) the Extended Due for Payment Date.
(b)	Interest Payment Dates:	The 15th calendar day of each month
		during the period commencing on (but
		excluding) the Final Maturity Date and
		ending on (and including) the date that is
		the earlier of: (i) the date on which the
		Covered Bonds are redeemed in full; and
		(ii) the Extended Due for Payment Date,
		subject to adjustment in accordance with
		the Business Day Convention specified in
		paragraph 15(c).
(c)	Business Day Convention:	Modified Following Business	Day
		Convention
(d)	Additional Business Centre(s):	Not Applicable

1. Manner in which the Rate of Interest and Interest Amount are to be determined:

For the avoidance of doubt, in accordance with the Conditions, TARGET2, Sydney, Melbourne, New York and London are business centres for the purposes of the definition of "Business Day" in Condition 4(l).

Screen Rate Determination

1. Party responsible for calculating the Rate of Interest and Interest Amount (if not the Covered Bond
   Paying Agent /Calculation Agent):
2. Screen Rate Determination:
3. 1. Reference Rate:
   2. Interest Determination Date(s):
   3. Relevant Screen Page:

Not Applicable

1 month EURIBOR

Two TARGET2 Business Days prior to the beginning of each Interest Period

Reuters Screen Page EURIBOR01

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