Australia and New Zealand Banking : ANZ updates wholesale domestic debt programme

For Release: 21 February 2017

ANZ updates domestic debt issuance programme

Australia and New Zealand Banking Group Limited has updated its Australian dollar debt issuance programme for the issue of Medium Term Notes, Subordinated Notes and Transferable Certificates of Deposit.

Attached are the following updated documents:

1. Information Memorandum dated 21 February 2017; and

2. Amended and Restated Deed Poll dated 21 February 2017.

For media enquiries contact: Stephen Ries

Head of Media Relations

Tel: +61-3-86543659 or +61-409-655 551

Email: Stephen.Ries@anz.com

For investor and analyst queries contact: Cameron Davis

Executive Manager, Investor Relations

Tel: +61-3-8654 7716 or +61-421-613 819

Email: Cameron.Davis@anz.com

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

Australian Business Number 11 005 357 522

(Incorporated with limited liability in Australia)

for the Issue of Medium Term Notes, Subordinated Medium Term Notes and Transferable Certificates of Deposit

Arranged by

Australia and New Zealand Banking Group Limited

The date of this Information Memorandum is 21 February 2017.

IMPORTANT NOTICE

Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (the "Issuer") having made all reasonable enquiries confirms that to the best of its knowledge this Information Memorandum (the "Information Memorandum") contains or incorporates all of the information relating to the Issuer and its subsidiaries (together the ''Group'') which is material in the context of the subscription for and offering, sale and issuance of Medium Term Notes and Subordinated Medium Term Notes ("Subordinated Notes" and together with the Medium Term Notes, the "Notes") and/or the making and acceptance of transferable deposits (the "Transferable Deposits") and the offering, sale and issuance of Transferable Certificates of Deposit representing the relevant Transferable Deposits (the "Transferable Certificates of Deposit") (together with the Notes, the "Securities"), the information contained in or incorporated by reference into this Information Memorandum is in every material respect true and accurate and not misleading, any opinions and intentions expressed in this Information Memorandum are honestly held or made, have been reached after considering all relevant circumstances and are based on reasonable assumptions, there are no other facts the omission of which would, in the context of the subscription for and offering, sale and issuance of Securities, make any statement in this Information Memorandum misleading in any material respect and all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements. The Issuer accepts responsibility accordingly.

This Information Memorandum serves to amend an existing Australian Dollar Debt Issuance Programme of the Issuer the most recent Information Memorandum for which was dated 3 August 2015 (the "Existing Programme"). Securities issued by the Issuer under the Existing Programme prior to the date of this Information Memorandum and any additional tranches of Securities of existing series of Securities will continue to have the benefit of the deed poll dated 26 February 2007, 28 November 2008, 10 August 2010, 14 February 2012, 8 April 2014 or 3 August 2015 (or such other relevant deed poll as applicable), and any agreements relating to such Securities entered into on or about the date of the applicable deed poll (as supplemented, amended, modified or replaced by the applicable Pricing Supplement for those Securities ("Pricing Supplement")).

No person has been authorised to give any information or to make any representation other than those contained in this Information Memorandum in connection with the Issuer, the Group, the issue or sale of the Securities and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger (each as defined below in the "Summary of Programme"). Neither the delivery of this Information Memorandum nor any offer, issue or sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Group since the date hereof or the date upon which this Information Memorandum has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Group since the date hereof or the date upon which this Information Memorandum has been most recently amended or supplemented or that any other information supplied in connection with this Australian Dollar Debt Issuance Programme (the "Programme") is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

The distribution of this Information Memorandum and the issuance, offering or sale of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum or interests in or rights in respect of the Securities come are required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restrictions.

No action has been taken by the Issuer, the Arranger or the Dealers which would permit a public offering of any Securities or distribution of this Information Memorandum in any jurisdiction where action for that purpose is required.

The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ''Securities Act''). Subject to certain exceptions, the Securities may not be offered, sold or delivered within the United States or to U.S. persons. For a description of certain restrictions on acceptance, offers, issues and sales of the Securities and on distribution of this Information Memorandum, see ''Subscription and Sale".

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Neither this Information Memorandum nor any Pricing Supplement constitutes an offer of, or an invitation by or on behalf of any of the Issuer, the Dealers or the Arranger to make or accept any Transferable Deposit or to subscribe for, purchase or acquire any Securities and should not be considered as a recommendation by the Issuer, the Arranger, the relevant Dealers or any of them that any recipient of this Information Memorandum or any Pricing Supplement should subscribe for or purchase any Securities. Each recipient of this Information Memorandum or any Pricing Supplement shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Group.

The Dealers and the Arranger have not separately verified the information contained in this Information Memorandum. None of the Dealers or the Arranger makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Information Memorandum. Neither this Information Memorandum nor any document or information incorporated by reference herein is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Dealers or the Arranger that any recipient of this Information Memorandum or any document or information incorporated by reference herein should make any Transferable Deposit or purchase or acquire any Securities. Each potential depositor or investor in or purchaser of Securities should determine for itself the financial condition and affairs of the Issuer and the relevance of the information contained in this Information Memorandum or the documents and information incorporated by reference or any other financial statements and its purchase or acquisition of Securities or making of Transferable Deposits should be (and will be deemed as having been) based upon any such investigation as is necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Information Memorandum nor to advise any investor or potential investor in the Securities of any information coming to the attention of any of the Dealers or the Arranger.

No advice is given in respect of the taxation treatment of potential depositors, investors or purchasers in connection with investment in any Securities and each depositor, investor or purchaser is advised to consult its own professional adviser.

Each Dealer, its subsidiaries, directors and employees may receive fees, brokerage and commissions and may act as principal in dealing in any Securities.

Under the Programme, the Issuer may from time to time issue Securities subject as set out herein. A summary of the terms and conditions of the Programme and the Securities appears below. The applicable terms of any Security will be agreed between the Issuer and the relevant Dealer prior to the issuance of the Securities and will be set out in the Conditions of the Securities incorporated by reference into the Securities, as modified and supplemented by the relevant Pricing Supplement (as defined below) in respect of such Securities.

In this Information Memorandum all references to the issue or issuance of Securities are to:

1. the issue of Transferable Certificates of Deposit by the Issuer in respect of Transferable Deposits made by investors and accepted by the Issuer; or

2. the issue of Notes by the Issuer; or

3. both as the context requires.

Unless otherwise defined in this Information Memorandum, words and expressions defined or used in the "Conditions of the Securities" below, as amended by any relevant Pricing Supplement in respect of a Series of Securities, or in that Pricing Supplement (as applicable), shall have the meanings given in this Information Memorandum.

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