Australia and New Zealand Banking : ANZ Capital Notes 6 Investor Presentation

News Release

For Release: 1 June 2021

ANZ Capital Notes 6 Investor Presentation

Attached is an investor presentation released today by ANZ relating to its offer of ANZ Capital Notes 6.

Investors who wish to apply for ANZ Capital Notes 6 should read the ANZ Capital Notes 6 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.

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

ANZ CAPITAL NOTES 6

1 JUNE 2021

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

(ABN 11 005 357 522)

CONTENTS

OFFER SUMMARY	2
ANZ 1H21 RESULTS AND CAPITAL UPDATE	6
APPENDIX 1- KEY TERMS	18
APPENDIX 2 - KEY DATES	26
KEY CONTACTS AND DISCLAIMER	28

1

ANZ CAPITAL NOTES 6: KEY TERMS

Offer	●	Offer of ANZ Capital Notes 6 ("Notes") by Australia and New Zealand Banking Group Limited ("ANZ")
●	Includes a Reinvestment Offer under which Eligible CN1 Holders can apply to reinvest some or all of their CN1 in Notes
Offer size	●	$1 billion with the ability to raise more or less
	●	Perpetual unless Redeemed, Converted or Resold
Term	●	Mandatory Conversion to Ordinary Shares on 20 September 2030 or following a Trigger Event or a Change of Control Event
	●	Exchangeable at ANZ's option on 20 March 2028, 20 June 2028, 20 September 2028; or following a Tax Event or Regulatory Event
	●	Discretionary, non-cumulative distributions scheduled to be paid quarterly based on a floating rate (3 Month BBSW), subject to
		certain Payment Conditions including ANZ not breaching its APRA capital adequacy requirements
Distributions	●	Distribution Rate = (3 Month BBSW + Margin) x (1 - Australian corporate tax rate)
●	Margin expected to be in the range of 3.00% to 3.20% per annum
	●	Distributions are expected to be franked at the same level as Ordinary Shares. If a Distribution is not fully franked, the cash
		amount of the Distribution will be increased to compensate holders for the unfranked portion of the Distribution
	●	In a Winding-Up of ANZ, the Notes rank for payment:
Ranking1		- ahead of Ordinary Shares;
	- equally with ANZ Capital Securities and any other Equal Ranking Instruments; and
		- behind depositors, senior ranking securities and other creditors of ANZ
	●	ANZ is issuing the Notes to help meet capital requirements set by APRA. APRA requires ADIs to maintain a level of regulatory
Purpose		capital to help promote the stability of ANZ and protect ANZ's depositors and other creditors
●	APRA has confirmed that the Notes will constitute Additional Tier 1 Capital for regulatory capital requirements
	●	ANZ will use the proceeds to refinance CN1 and for general corporate purposes
	●	The Offer includes:
		- Reinvestment Offer for Eligible CN1 Holders;
Offer structure		- ANZ Securityholder Offer for eligible ANZ Securityholders;
	- Broker Firm Offer; and
		- Institutional Offer
	●	Record date - 7:00pm AEST on 27 May 2021
Listing	●	Expected to trade under ASX code 'ANZPI'

1. The ranking of Note Holder's claims in a winding-up will be adversely affected if a Trigger Event occurs. Following Conversion, Holders will have a claim as an Ordinary Shareholder. If a Note is

Written-Off, all rights in respect of a Note will be terminated and the Holder will not have their investment repaid.

2

SUMMARY OF OPTIONAL EXCHANGE DATES

The diagram below summarises certain events that may occur while the ANZ Capital Notes 6 are on issue, and what Holders may receive if those events occur. The events depend on a number of factors including ANZ's share price, the occurrence of contingencies and in some cases election by ANZ. As a result the events may not occur.

Issue	Optional Exchange Dates	Mandatory
Date	Conversion
		Date

Potentially perpetual

8

20

20

20

20

July

March

June

September

September

2021

2028

2028

2028

2030

Approximately

6 Months

2 Years

6.7 Years

If ANZ chooses, and certain

If the Mandatory Conversion

conditions are met, Notes will be

Conditions are met, Notes

Converted,

Redeemed or

will be Converted on this date

Resold on this date

There are certain other events that could occur at any time which may result in Notes being Converted, Redeemed, Resold or Written Off.

3