Australia and New Zealand Banking : Issue of US$1,500,000,000 Fixed Rate Subordinated Notes

Media Release Media Release‌‌‌‌

For release: 19 May 2016

Issue of US$1,500,000,000 Fixed Rate Subordinated Notes‌ Notice under section 708A(12H)(e) of the Corporations Act 2001 (Cth)

Today Australia and New Zealand Banking Group Limited ("Issuer") will issue US$1,500,000,000 fixed rate subordinated notes May 2026 pursuant to its US$25,000,000,000 144A debt programme (the "Subordinated Notes").

The Subordinated Notes convert into fully paid ordinary shares of the Issuer ("Ordinary Shares") or an Approved NOHC ("Approved NOHC Ordinary Shares") or are written off 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 (Cth) ("Corporations Act") (as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71) to enable Ordinary Shares or Approved NOHC Ordinary Shares issued on conversion of the Subordinated Notes to be freely tradeable without further disclosure and includes:

• in schedule 1 a description of the rights and liabilities attaching to the Subordinated Notes that is based on the description in the Offering Memorandum of 6 May 2016 (as applicable to the Subordinated Notes and as supplemented by the Pricing Supplement for the Subordinated Notes (the "Pricing Supplement") dated 12 May 2016) ("Offering Memorandum");‌

• in schedule 2 commercial particulars of the Subordinated Notes extracted from the Pricing Supplement; and

• in schedule 3 a description of the rights and liabilities attaching to the Ordinary Shares and the Approved NOHC Ordinary Shares.

Words and expressions defined in the Offering Memorandum have the same meanings in 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 54,644.8087 Ordinary Shares per Subordinated Note (with a nominal value of US$200,000), based on the Issue Date VWAP of US$18.30.‌

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 Issuer to prepare and lodge with 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.

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

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:

• 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 2015 and before the date of this notice;

• the consolidated financial report and dividend announcement for the half year ended 31 March 2016;

• the Issuer's annual financial report for the year ended 30 September 2015; 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

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 or Chapter 7 of the Corporations Act. The securities have not been, and will not be, registered under the 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 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 1 - Description of rights and liabilities attaching to Subordinated Notes

This description is based on material in the Offering Memorandum for Australia and New Zealand Banking Group Limited's ("ANZ", "us" or "we") US25,000,000,000 Medium Term Note Offering Programme dated 6 May 2016 for Senior Medium Term Notes (Series A) ("Senior Notes") and Subordinated Medium Term Notes (Series A) ("Subordinated Notes") as applicable to the Subordinated Notes and as supplemented by the Pricing Supplement dated 12 May 2016 in respect of the US$1,500,000,000 Subordinated Notes due May 2026 (the "Pricing Supplement"). When we refer to Notes we mean Senior Notes and Subordinated Notes. When we refer to the Subordinated Notes we refer to the US$1,500,000,000 Subordinated Notes due May 2026 issued under the Pricing Supplement. The Subordinated Notes will be issued under the Fiscal Agency Agreement

The Subordinated Notes are governed by a document called a Fiscal Agency Agreement. The Fiscal Agency Agreement is a contract between ANZ and The Bank of New York Mellon, which will initially act as fiscal agent and paying agent (the "Fiscal Agent"). The Fiscal Agent performs administrative duties for us such as sending you interest payments and notices.

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

Under the Fiscal Agency Agreement, ANZ has the option to appoint additional fiscal agents. References in this Offering Memorandum to the "Fiscal Agent" includes any other fiscal agent appointed for a particular issuance of Subordinated Notes (each, a "Tranche").

We may issue other series of debt securities

The Fiscal Agency Agreement permits us to issue different series of debt securities from time to time. We may, however, issue Notes in such amounts, at such times and on such terms as we wish. The Notes will differ from one another, and from other series, in their terms.

Amounts that we may issue

The Fiscal Agency Agreement does not limit the aggregate amount of debt securities that we may issue, nor does it limit the number of series or the aggregate amount of any particular series that we may issue. Also, if we issue Notes having the same terms in a particular offering, we may "reopen" that offering at any later time and offer additional Notes having those terms, subject to us obtaining the prior written consent of APRA in the case of any Subordinated Notes. There can be no assurance that APRA will give its consent.

We may issue Notes in amounts that exceed the programme limit without your consent and without notifying you.

The Fiscal Agency Agreement and the Notes do not limit our ability to incur other indebtedness or to issue other securities. Also, we are not subject to financial or similar restrictions by the terms of the Notes or the Fiscal Agency Agreement.

How the Notes rank against other debt

The Notes will not be secured by any property or assets of ANZ or the ANZ Group. Thus, by owning a Note, you are one of our unsecured creditors. To the extent ANZ incurs indebtedness that is secured by liens over its property, the Notes will effectively rank behind such indebtedness to the extent of the value of the property securing such indebtedness.

The Subordinated Notes are subordinated to some of our existing and future debt and other liabilities (including the Senior Notes). See the sections entitled "-Status and Subordination of Subordinated Notes" and "-Default, remedies and waiver of default-Events of Default- What is an Event of Default under the Subordinated Notes?" for additional information on how subordination limits the ability of Holders of Subordinated Notes to receive payment or pursue other rights if we default or have certain other financial difficulties. The Subordinated

Notes rank, in a Winding Up of ANZ, behind the claims of all Other Creditors, equally with Equal Ranking Securities and ahead of Junior Ranking Securities (as further described below in "Status and Subordination of Subordinated Notes").

Further, the Subordinated Notes will be mandatorily Converted into Ordinary Shares or Written-Off (as specified in the relevant Pricing Supplement) where this is determined by APRA to be necessary on the grounds that APRA considers that without such Conversion or Write-Off or a public sector injection of capital or equivalent support, ANZ would become non-viable, as further described under "Description of the Notes-Conversion or Write-Off of Subordinated Notes on Non-Viability of ANZ".

ANZ is an ADI for the purposes of the Banking Act in Australia. Accordingly, but without limitation to the other mandatory priority provisions of the Banking Act or the Reserve Bank Act or to other applicable laws, section 13A of Division 2 of Part II of the Banking Act provides that, in the event that ANZ becomes unable to meet its obligations or suspends payment, its assets in Australia are to be available to meet ANZ's liabilities in the following order: (i) liabilities to APRA in respect of any payments by APRA to holders of protected accounts under the Banking Act, (ii) debts in respect of costs of APRA in certain circumstances, (iii) ANZ's liabilities in Australia in relation to protected accounts (as defined in the Banking Act) kept with ANZ, (iv) debts due to the Reserve Bank of Australia, (v) liabilities under certain certified industry support contracts and (vi) all other liabilities of ANZ in their order of priority apart from section 13A(3). Changes to applicable law may extend the debts required to be preferred by law. Further, certain assets, such as the assets of ANZ in a cover pool for covered bonds issued by ANZ, are excluded from constituting assets in Australia for the purposes of section 13A of the Banking Act, and these assets are subject to the prior claims of the covered bond holders and certain other secured creditors in respect of the covered bonds.

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.

Additionally, section 16 of the Banking Act provides that APRA's costs (including costs in the nature of remuneration and expenses) of being in control of an ADI's business, or of having an administrator in control of an ADI's business, are payable from the ADI's funds and are a debt due to APRA. Subject to subsection 13A(3) of the Banking Act, such debts due to APRA by an ADI have priority in a Winding Up of the ADI over all other unsecured debts.

Further, under section 86 of the Reserve Bank Act, debts due by an ADI to the Reserve Bank of Australia shall in a Winding Up of that ADI have, subject to section 13A(3) of the Banking Act, priority over all other debts.

The above references to Australian legislation are to such legislation in place as at the date of this Offering Memorandum. The above description of the liabilities which are mandatorily preferred by law is not exhaustive. Changes to applicable laws may extend the debt required to be preferred by law ahead of the Notes.

The Notes are not deposit liabilities or protected accounts of ANZ for the purposes of the Banking Act and are not insured by the FDIC or any government, government agency or compensation scheme of Australia, the United States or any other jurisdiction or by any party. The Notes are not guaranteed by any person, except as otherwise expressly stated in the Pricing Supplement.

Principal amount, stated maturity and maturity

The principal amount of a Subordinated Note means the principal amount payable at its stated maturity, unless that amount is not determinable, in which case the principal amount of a Subordinated Note is its face amount. The term "stated maturity" with respect to any Subordinated Note means the day on which the principal amount of your Subordinated Note