Australia and New Zealand Banking : ANZ launches US dollar hybrid capital offer

4e1ac3e6-97c8-47df-944c-2cf79e322a32.pdf News Release‌

For release: 7 June 2016

ANZ launches US dollar hybrid capital offer

ANZ today announced it will launch an offer of US dollar denominated ANZ Capital Securities to wholesale investors, following the previously announced hybrid capital roadshow.

Initial price estimates are for a fixed US dollar interest rate in the 7.25% area applicable until the first reset date in June 2026, with the final interest rate and offer amount to be determined by a bookbuild.

ANZ Capital Securities will constitute Basel III-compliant Additional Tier 1 capital for ANZ. Final terms of the ANZ Capital Securities will be announced following completion of the offer.

A description of the ANZ Capital Securities is attached to this announcement. For media enquiries contact:

Stephen Ries, +61 409 655551

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OF AMERICA

This release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")). Securities may not be offered or sold in the United States or to U.S. persons unless the securities have been registered under the U.S. Securities Act or an exemption from registration is available.

***

No ordinary shareholder approval is required for the offer and the offer is not being made to a class of ANZ's existing security holders.

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

DESCRIPTION OF THE NOTES

This section summarizes the material terms that will apply to the Notes.

For convenience and unless otherwise indicated, in this section references to "we," "our," "ANZ" and "us" refer to Australia and New Zealand Banking Group Limited (ABN 11 005 357 522), and references to the "Issuer" refer to ANZ acting through its London Branch.

Form of the Notes and ownership

The Notes will be issued in global registered form. The Notes will be represented by one or more global certificates registered in the name of a nominee for DTC (the "Clearing System," which term includes any successor thereto) as Holder, which will be the Holder of all of the Notes represented by such global certificates. DTC is a Clearing System Holder (as defined herein) for the purposes of the Holders' Nominee provisions described below.

Those investors who own beneficial interests in the Notes while in global form will do so through participants in the Clearing System, and the rights of these indirect owners will be governed by the applicable procedures of the Clearing System and of its participants. We describe the global certificates in a separate section of this Offering Memorandum entitled "Book Entry, Delivery and Form."

In this section, references to "Holders" mean those persons who own Notes registered in their own names, on the books that the Fiscal Agent, in its capacity as Registrar, maintains for this purpose, and not those persons who own beneficial interests in Notes held by a Clearing System Holder. Owners of beneficial interests in the Notes (including, without limitation, where the Notes are held in DTC) should read the separate section of this Offering Memorandum entitled "Book Entry, Delivery and Form."

When we refer to "your Note," this means the Note or Notes in which you are investing.

The Notes will be issued under a Fiscal and Paying Agency Agreement; this section is only a summary

The Notes will be issued pursuant to a document called a fiscal and paying agency agreement (the "Fiscal and Paying Agency Agreement") which is a contract between the Issuer and The Bank of New York Mellon, which will initially act as fiscal agent, paying agent, transfer agent, calculation agent and registrar in relation to the Notes (referred to collectively in such capacities as the "Agent" and, in each of such several capacities, as the "Fiscal Agent," "Paying Agent," "Transfer Agent," "Calculation Agent" and "Registrar," respectively, which terms include successors thereto). The Fiscal Agent performs administrative duties for us such as sending you interest and notices.

See "-Our relationship with the Fiscal Agent" for more information about the Fiscal Agent.

The Notes and the Fiscal and Paying Agency Agreement and its associated documents, including your Note, contain the full legal text of the matters described in this section. This section summarizes all the material terms of the Fiscal and Paying Agency Agreement and your Note. They do not, however, describe every aspect of the Fiscal and Paying Agency Agreement and your Note. For example, in this section we use terms that have been given special meaning in the Fiscal and Paying Agency Agreement, but we describe the meaning of only the more important of those terms.

See the separate section of this Offering Memorandum entitled "Available Information" for information on how to obtain a copy of the Fiscal and Paying Agency Agreement.

Acting through London branch

The Notes will be issued by ANZ acting through its London branch. The London branch is not a separate legal entity and so, in insolvency proceedings relating to ANZ, creditors of ANZ acting through its London branch would not be limited to making claims on the assets of ANZ allocated to or booked in the London branch. Conversely, creditors of ANZ acting other than through the London branch will have a claim on the assets of ANZ acting through its London branch.

Further, if ANZ is unable to make payment on the Notes via its London branch it may make the payment via any other branch or through its head office and may do so from cash held anywhere in the world.

We may incur other indebtedness, issue other series of debt securities and increase the number of Notes in issue

The Fiscal and Paying Agency Agreement will not restrict us from incurring further indebtedness (including, without limitation, from issuing other securities) from time to time which indebtedness may rank equally with or senior to the Notes and may be issued in such amounts, at such times and on such terms as we wish. Also, we are not subject to financial or similar restrictions on incurring further indebtedness by the Conditions or the Fiscal and Paying Agency Agreement. Further, the Notes do not limit the amount of liabilities that our subsidiaries may incur or assume.

ANZ may, from time to time, without the consent of Holders, issue additional Notes ("Additional Notes") having the same terms (other than as to their issue date and first scheduled Interest Payment Date), subject to us obtaining the prior written consent of APRA. Such additional Notes may be consolidated and form a single series with the Notes.

The Issuer shall not issue Additional Notes having the same CUSIP, ISIN or other identifying number as the outstanding Notes unless such Additional Notes are fungible with the outstanding Notes for United States federal income tax purposes.

The Issuer shall not issue Additional Notes where the First Reset Date (as defined herein) for the Additional Notes is less than five years from the date of issue of the Additional Notes.

No stated maturity

The Notes will be perpetual securities in respect of which there will be no stated maturity date or other fixed redemption date. Holders may not require any redemption or purchase of the Notes at any time.

Principal amount

As used herein, the "prevailing principal amount" of a Note means the initial principal amount of such Note, as it may from time to time be adjusted by endorsement on Schedule B to such Note or reduced due to Conversion or Write Off (as defined below) in accordance with "-Conversion of the Notes."

Currency of Notes

Amounts that are scheduled to be paid on your Note in cash will be payable in U.S. dollars.

You will have to pay for your Notes by delivering the requisite amount of U.S. dollars for the principal unless other arrangements have been made between you and the Joint Lead Managers.

Status and Subordination of the Notes and how the Notes rank against other liabilities

The Notes will constitute our fully paid, direct, unsecured and subordinated obligations and, unless Converted or Written Off, will rank for payment of the prevailing principal amount of the Notes in a Winding Up, (i) in priority to holders of Ordinary Shares, (ii) pari passu without any preference among themselves and with the holders of Equal Ranking Instruments and (iii) junior to the claims of all Senior Creditors.

Ranking in a Winding Up

If an order is made by a court of competent jurisdiction in Australia (other than an order successfully appealed or permanently stayed within 60 days), or an effective resolution passed, for the Winding Up in Australia, the Notes will become payable at their prevailing principal amount as described below.

A Holder will have no further or other claim on ANZ in a Winding Up other than the claim for the prevailing principal amount described below. Accordingly, the Notes will not entitle a Holder or any beneficial owner to claim any unpaid scheduled interest on the Notes in a Winding Up.

Holders will rank for payment of the prevailing principal amount of each Note in a Winding Up in Australia:

1. in priority to the holders of Ordinary Shares;

2. equally among themselves and with all holders of Equal Ranking Instruments with respect to priority

   of payment in a Winding Up; and

3. junior to the claims of all Senior Creditors with respect to priority of payment in a Winding Up in that:

4. all claims of Senior Creditors must be paid in full (including in respect of any entitlement to interest under section 563B of the Corporations Act) before the claims of the Holders are paid; and

5. until the Senior Creditors have been paid in full, the Holders must not claim in the Winding Up in competition with the Senior Creditors so as to diminish any distribution, dividend or payment which, but for that claim, the Senior Creditors would have been entitled to receive,

6. so that the Holder receives, for each Note it holds, an amount equal to the amount it would have received if, in the Winding Up, it had held an issued and fully paid Preference Share.

   Accordingly, if proceedings with respect to the Winding Up were to occur, the Holders could recover less relatively than the holders of deposit liabilities or protected accounts, the holders of more senior securities and the holders of prior ranking subordinated liabilities of ANZ. For the purposes of the Banking Act, a "protected account" is broadly an account (i) kept with an ADI where the ADI is required to pay the account-holder, on demand or at an agreed time, the net credit balance of the account; or (ii) that is prescribed by regulation. Protected accounts include current accounts, savings accounts and term deposit accounts. Protected accounts must be recorded in Australian currency and must not be kept at a foreign branch of an ADI. For the avoidance of doubt, the Notes will not be deposit liabilities or protected accounts of ANZ for the purposes of the Banking Act, will not be covered deposits of ANZ pursuant to a deposit guarantee scheme for the purposes of the UK Banking Act and will not be insured by the FDIC, the UK Financial Services Compensation Scheme or any other government, government agency or compensation scheme of the Commonwealth of Australia, the United States, the United Kingdom or any other jurisdiction or by any party.

   Nothing in the Conditions or the Fiscal and Paying Agency Agreement shall be taken to (A) create a charge or security interest on or over any right of the Holder or (B) require the consent of any Senior Creditor to any amendment of the Note or the Fiscal and Paying Agency Agreement made in accordance with the Fiscal and Paying Agency Agreement.

   By its acquisition and holding of a Note, each Holder will irrevocably agree:

   (a) that the subordination of the Notes referred to above is a debt subordination for the purposes of section

   563C of the Corporations Act;