Australia and New Zealand Banking : ANZ Capital Notes 6 Lodgement of Replacement Prospectus

News Release

For release: 9 June 2021

ANZ allocates $1.2 billion under ANZ Capital Notes 6 Bookbuild; lodges replacement prospectus

Margin set at 3% p.a; ANZ Securityholder Offer and Reinvestment Offer open today

ANZ today announced that following the Bookbuild for ANZ Capital Notes 6, it will allocate $1.2 billion of ANZ Capital Notes 6 under the Bookbuild, with the Margin set at 3% per annum.

The final size of the Offer will be determined following the ANZ Securityholder Offer and Reinvestment Offer which will open today. Applications may be scaled back as set out in the replacement Prospectus.

The replacement Prospectus has been lodged with the Australian Securities and Investments Commission this morning and is available within Australia at capitalnotes6.anz.com. The replacement Prospectus is attached and incorporates, among other things, the Margin and the revised amount proposed to be raised by ANZ pursuant to the Broker Firm Offer.

The Closing Date for the ANZ Securityholder Offer and the Reinvestment Offer is 5.00pm (AEST) on 30 June 2021. If you wish to participate in the ANZ Securityholder Offer or the Reinvestment Offer, your application and any Application Payment will need to be received by then. You are encouraged to apply as soon as possible after the the relevant Offer opens, as these Offers could close early without notice.

Applications may only be made by completing an online application via capitalnotes6.anz.com, quoting your SRN/HIN and (if applying under the ANZ Securityholder Offer) paying using BPay®. No cash or cheque payments will be accepted. The Prospectus can only be obtained electronically and ANZ will not be providing paper copies of the Prospectus.

Investors who wish to apply for ANZ Capital Notes 6 should read the Prospectus in its entirety and it is recommended that they seek professional guidance which takes into account their particular investment objectives, financial situation and needs from a professional advisor who is licensed by ASIC to give such advice. ANZ Capital Notes 6 are complex, involve increased risks compared to other less risky and less complex bank investments such as deposits and may not be suitable for all investors.

Capitalised terms in this release have the meaning given to them in the replacement Prospectus.

For investor enquiries about the ANZ Capital Notes 6 Offer or the Reinvestment Offer, please:

• visit capitalnotes6.anz.com; or
• contact the ANZ Information Line on 1800 113 399 (Australia) or [phone] (international) Monday to Friday - 8.30am to 5.30pm AEST.

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

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

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 statement does not constitute an offer of any securities for sale. The securities offered will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

ANZ CAPITAL NOTES 6

PROSPECTUS

PROSPECTUS FOR THE ISSUE OF ANZ

CAPITAL NOTES 6 TO RAISE $1.2 BILLION

WITH THE ABILITY TO RAISE MORE OR LESS

ISSUER	JOINT LEAD MANAGERS	CO-MANAGER
AUSTRALIA AND	ANZ SECURITIES	CRESTONE WEALTH MANAGEMENT
NEW ZEALAND BANKING	COMMONWEALTH BANK OF AUSTRALIA
GROUP LIMITED	E&P CORPORATE ADVISORY
(ABN 11 005 357 522)	MORGAN STANLEY
	MORGANS
	ORD MINNETT
	SHAW AND PARTNERS
	UBS
	WESTPAC INSTITUTIONAL BANK

« CONTENTS

Investment Overview

About ANZ Capital Notes 6

About the Reinvestment Offer

IMPORTANT NOTICES

About this Prospectus

This Prospectus relates to the offer by Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (ANZ) of mandatorily convertible subordinated perpetual securities (ANZ Capital Notes 6 or Notes) to raise $1.2 billion with the ability to raise more or less.

This Prospectus is dated 9 June 2021 and was lodged with ASIC on that date. This is a replacement prospectus that replaces the prospectus dated 1 June 2021 that was lodged with ASIC on that date (Original Prospectus). This Prospectus expires on 1 June 2022 and no Notes will be issued on the basis of this Prospectus after that date.

ASIC and ASX take no responsibility for the contents of this Prospectus nor for the merits of the investment to which this Prospectus relates.

This Prospectus also contains information in relation to the Reinvestment Offer. Neither ANZ, the CN1 Nominated Purchaser nor any other person is providing any investment advice or making any recommendation to Eligible CN1 Holders in respect of the Reinvestment Offer.

ANZ Capital Notes 6 are higher risk than deposits

ANZ Capital Notes 6 are issued by ANZ under the Note Terms and Holders have no claim on ANZ except as provided in those Note Terms.

ANZ Capital Notes 6 are not:

• deposit liabilities or protected accounts of ANZ under the Banking Act; or
• guaranteed or insured by any government, government agency, compensation scheme or by any other person.

The risks associated with the Notes (which are summarised in Section 1.5 and detailed in Section 6) could result in the loss of your investment and associated income. The investment performance of the Notes is not guaranteed by ANZ.

A comparison of the differences between the Notes and deposits is contained in Section 1.4.

Defined words and expressions

Some capitalised words and expressions used in

this Prospectus have defined	meanings. The Glossary
in Appendix B defines these	words and expressions.

The definitions specific to the Notes are in clause 17.2 of the Note Terms in Appendix A.

A reference to time in this Prospectus is to Australian Eastern Standard Time (AEST) unless otherwise stated. A reference to $, A$, AUD, dollars and cents is to Australian currency unless otherwise stated. Unless otherwise stated, all figures have been rounded to two decimal places.

Exposure period

The Corporations Act prohibited ANZ from processing Applications in the seven day period after 1 June 2021, being the date on which the Original Prospectus was lodged with ASIC. This period is referred to as the Exposure Period. The purpose of the Exposure Period was to enable the Original Prospectus to be examined by market participants before the Offer Period commenced. No Applications were accepted during the Exposure Period.

How to access this Prospectus and apply

This Prospectus can be obtained electronically from capitalnotes6.anz.com. ANZ will not be providing paper copies of this Prospectus.

This Prospectus is only available to you if you are accessing and downloading it in Australia. If you access an electronic copy of this Prospectus you should ensure that you download and read the entire Prospectus.

During the Offer Period:

• Eligible CN1 Holders can apply for Notes by following the Reinvestment Application instructions atcapitalnotes6.anz.com;
• Eligible ANZ Securityholders can apply for Notes by following the Securityholder Application instructions atcapitalnotes6.anz.com; and
• Broker Firm Applicants can access a copy of the Broker Firm Application Form from their Syndicate Broker and should contact their Syndicate Broker for instructions on how to apply.

Eligible ANZ Securityholders applying for Notes under the ANZ Securityholder Offer must make their Application Payment using BPAY - no other form of payment will

be accepted.

The Corporations Act prohibits any person from passing the Broker Firm Application Form to another person unless it is attached to or accompanied by a printed copy of this Prospectus or the complete and unaltered electronic version of this Prospectus.

For more information on who is eligible to apply for Notes under the Offer and how to make an Application - read Section 4.

Providing personal information

You will be asked to provide personal information to ANZ (directly or via its agents) if you apply for the Notes. See Section 8.9 for information on how ANZ (and its agents) collect, hold and use this personal information.

Restrictions in foreign jurisdictions

For details of the selling restrictions that apply to the Notes in foreign jurisdictions - see Section 8.8.

No representations other than in this Prospectus

You should rely only on information in this Prospectus.

No person is authorised to provide any information or to make any representation in connection with the Offer that is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied upon as having been authorised by ANZ in connection with the Offer.

The financial information provided in this Prospectus is for information purposes only and is not a forecast of operating results to be expected in future periods.

Diagrams

The diagrams used in this Prospectus are illustrative only. They may not necessarily be shown to scale.

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

How to Apply	About ANZ	Investment Risks	Taxation Summary	Additional Information	Appendix

GUIDANCE FOR RETAIL INVESTORS

01

Read this Prospectus in full

This Prospectus is important and you should read it in its entirety.

In considering whether to apply for Notes, it is important you consider all risks and

other information regarding an investment in Notes in light of your particular investment objectives and circumstances, as the Offer and the information in this Prospectus do not take into account those objectives and circumstances.

The Notes are complex, involve increased risks (outlined below) compared to other less risky

02and less complex bank investments such as deposits and may not be suitable for all investors. You should not see the Notes as an alternative to investments such as deposits.

Understand the risks

• The overall complexity of the Notes may make the Note Terms difficult to understand.
• The Notes are not guaranteed or insured by any government, government agency, compensation scheme or by any other person.
• If ANZ encounters severe financial difficulty, the Notes may be Converted into Ordinary Shares or Written-Off and you may suffer a loss of your investment as a consequence.
• Distributions on the Notes may not be paid.
• The Notes may never Convert or be Redeemed and may remain on issue indefinitely.
• The market price of Notes may move up and down.
• The liquidity of the Notes may be low and you may be unable to sell Notes.

If you do not fully understand how the Note Terms work or the risks associated with the Notes, you should not invest in them.

03	If you wish to apply for Notes, it is recommended that you seek professional guidance which
takes into account your particular investment objectives, financial situation and needs from
	a professional adviser who is licensed by ASIC to give such advice.
Speak to your	ASIC has published guidance on how to choose a professional adviser on its MoneySmart
professional adviser
website. You can also search 'choosing a financial adviser' at moneysmart.gov.au.

04

Consider the ASIC guidance for retail investors

ASIC has warned investors to be cautious in relation to investments in hybrid securities (such as the Notes). Investors should consider the ASIC guidance on hybrid securities which is published on ASIC's MoneySmart website. You can find this guidance by searching 'hybrid securities' at moneysmart.gov.au. The guidance includes a series of questions you should ask before you invest in hybrid securities.

05

Learn more about investing in bank hybrid securities

ANZ has developed a website containing an introductory guide to bank hybrid securities which may assist you to better understand bank hybrid securities, their features and their risks. The guide explains the different ways you may invest in a bank, including by depositing money or investing in securities issued by a bank.

The guide is available at shareholder.anz.com/education/hybrids.

06

Obtain further information about ANZ and ANZ Capital Notes 6

ANZ is subject to regular reporting and disclosure obligations under the Corporations Act and the Listing Rules. ANZ must notify ASX immediately (subject to certain exceptions) if it becomes aware of information about ANZ that a reasonable person would expect to have a material effect on the price or value of its securities including ANZ Capital Notes 6.

Copies of documents lodged with ASIC which are publicly available can be obtained from ASIC's website asic.gov.au (a fee may apply) and ANZ's ASX announcements may be viewed at asx.com.au.

07

Enquiries

If you have any questions in relation to the Offer or an Application, please call the ANZ Information Line on 1800 113 399 (within Australia) or [phone] (international) (Monday to Friday - 8.30am to 5.30pm AEST) or contact your Syndicate Broker or other professional adviser who is licensed by ASIC to give such advice.

01