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

News Release

For release: 25 November 2020

Issue of US$1,500,000,000 Fixed Rate

Subordinated Notes

Notice under section 708A(12H)(e) of the

Corporations Act 2001 (Cwlth)

Today Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) ("Issuer") will issue US$1,500,000,000 fixed rate subordinated notes due November 2035 pursuant to its US$25,000,000,000 Medium-Term Notes Program (the "Subordinated Notes").

The Subordinated Notes convert into fully paid ordinary shares of the Issuer ("Ordinary Shares") where the Australian Prudential Regulation Authority 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 (Cwlth) ("Corporations Act") (as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71) to enable Ordinary Shares or Approved NOHC1 Ordinary Shares issued on conversion of the Subordinated Notes to be freely tradeable without further disclosure and includes:

1. In Schedule 1, a description of the rights and liabilities attaching to the Subordinated Notes that has been extracted from the terms of the Subordinated Notes dated 25 November 2020;
2. In Schedule 2, commercial particulars of the Subordinated Notes, extracted from the Pricing Supplement for the Subordinated Notes dated 17 November 2020; and
3. In Schedule 3, a description of the rights and liabilities attaching to Ordinary Shares.

Words and expressions defined in Schedule 1 have the same meanings in the remainder of 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 67,658.9986 Ordinary Shares per Subordinated Note (with a nominal value of US$200,000), based on the Issue Date VWAP2 of US$14.78.

1. Non-operatingholding company. Refer to Schedule 1 for the meaning of "Approved NOHC Ordinary Shares" in the context of the Subordinated Notes.
2. Average of the daily volume weighted average sale prices of ANZ ordinary shares. Refer to Schedule 1 for the meaning of "Issue Date VWAP" in the context of the Subordinated Notes.

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

ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008

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 the Australian Securities and Investments Commission ("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.

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 2020 and before the date of this notice;
• the Issuer's consolidated financial report and dividend announcement for the full year ended 30 September 2020;
• the Issuer's annual financial report for the year ended 30 September 2020; 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

Approved for distribution by ANZ's Continuous Disclosure Committee.

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

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 and the sale is not to a retail client for the purposes of Chapter 7 of the Corporations Act. The securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ("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 (as defined in Regulation S under the US Securities Act) 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 the Subordinated Notes

Australia and New Zealand Banking Group Limited

Reverse of Fixed Rate Subordinated Notes (Subject to Conversion)

1. This Security is one of a duly authorized issue of securities of the Issuer (herein called the "Securities"), issued and to be issued in one or more series in accordance with the Second Amended and Restated Fiscal Agency Agreement, dated as of May 6, 2016 (as amended, from time to time, herein called the "Fiscal Agency Agreement"), between the Issuer and The Bank of New York Mellon, as Fiscal Agent (herein called the "Fiscal Agent", which term includes any successor fiscal agent under the Fiscal Agency Agreement), to which Fiscal Agency Agreement reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Fiscal Agent and the holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Copies of the Fiscal Agency Agreement are on file and available for inspection at the corporate trust office of the Fiscal Agent in the Borough of Manhattan, The City of New York. This Security is one of the series (this "series") designated on the face hereof, limited in aggregate Principal Amount to U.S.$25,000,000,000 (or the equivalent thereof in any other currency or currencies or currency units or composite currencies) outstanding at any one time (which amount may be increased at the option of the Issuer if in the future it determines that it may wish to sell additional Securities of this series).
   The Securities of this series are unsecured, direct, subordinated and general obligations of the Issuer and will rank in a Winding Up of the Issuer behind all claims of Other Creditors (as defined in Section 7), and, subject to Section 8A, pari passu with Equal Ranking Securities (as defined in Section 7) and ahead of Junior Ranking Securities (as defined in Section 7). The Securities of this series will not constitute deposit liabilities or protected accounts of the Issuer in the Commonwealth of Australia for the purposes of the Banking Act 1959 of Australia and are not insured by the Federal Deposit Insurance Corporation or any other government, governmental agency or compensation scheme of Australia, the United States or any other jurisdiction or by any party.
2. The Securities of this series are issuable in fully registered form and rank pari passu without any discrimination, preference or priority among them whatsoever. Unless otherwise specified on the face of the Security, the Securities of this series are issuable in the authorized minimum denomination of U.S.$200,000 (or the equivalent thereof in any other currency or currencies or currency units or composite currencies) and integral multiples of U.S.$1,000 (or the equivalent thereof in any other currency or currencies or currency units or composite currencies) above that amount.
3. (a) The interest payable on any Interest Payment Date shall be the amount of interest accrued from, and including, the immediately preceding Interest Payment

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Date to which interest has been paid or duly provided for (or, if no interest has yet been paid, from and including the Issue Date), to, but excluding, such Interest Payment Date or the Stated Maturity or such earlier date as the Principal Amount shall become due in accordance with the terms hereof, as the case may be. The rate of interest on this Security may be reset on one or more Interest Reset Dates if any such dates are specified on the face of this Security.

1. The Reset Rate that shall take effect on each Interest Reset Date shall be the Reset Rate on the corresponding Reset Determination Date.

The Reset Rate determined in accordance with this Section 3(b) will be adjusted by the addition or subtraction of the Reset Spread, if any, specified on the face of this Security.

Payments of interest hereon with respect to any Interest Payment Date or at maturity will include interest accrued to but excluding such Interest Payment Date or such maturity date, as the case may be. Interest hereon shall be computed on the basis of a 360- day year of twelve 30-day months unless an Alternative Day Count Convention is specified on the face hereof.

Unless otherwise specified on the face hereof, if any Interest Payment Date for this Security falls on a day that is not a Business Day, the interest payment shall be postponed to the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after the Interest Payment Date. If the maturity date or any earlier Redemption Date with respect to this Security falls on a day that is not a Business Day, the payment of principal, and interest otherwise due on such day will be made on the next succeeding Business Day, and no interest on such payment shall accrue for the period from and after such maturity date or Redemption Date, as the case may be.

Unless otherwise specified on the face hereof or in the Addendum hereto, if applicable: "Business Day":

1. for the purposes of Sections 8A.1 to 8A.4 and, if Option 1 (Section 8A.2) applies to this Security, Section 9A, means a day which is a business day within the meaning of the listing rules of the Australian Securities Exchange, or any successor ("ASX") as amended, varied or waived (whether in respect of the Issuer or generally) from time to time ("ASX Listing Rules"); and
2. for all other purposes of this Security, means each Monday, Tuesday, Wednesday, Thursday and Friday that (i) is not a day on which banking institutions in The City of New York, the City of London or the City of Sydney, Australia generally are authorized or obligated by law, regulation or executive order to close, (ii) if the Specified Currency for any payment on this Security is other than U.S. dollars or euros, is not a day on which

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