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Investor Presentaiton

ANZ Capital Notes 9 ANZ CAPITAL NOTES 9: KEY TERMS 1. Offer Offer size Term Distributions • Ranking¹ . • Offer of ANZ Capital Notes 9 ("Notes") by Australia and New Zealand Banking Group Limited ("ANZBGL") Includes a Reinvestment Offer under which Eligible CN4 Holders can apply through their Syndicate Broker to reinvest the redemption proceeds of some or all of their ANZ Capital Notes 4 (ASX code: AN3PG) ("CN4") in Notes $1 billion with the ability to raise more or less Perpetual unless Redeemed, Converted or Resold Mandatory Conversion to Ordinary Shares of ANZ Group Holdings Limited ("ANZGHL") on 20 September 2033 or following a Trigger Event or a Change of Control Event ANZGHL is the listed parent company of the ANZ Group and is a non-operating holding company Exchangeable into ANZGHL Ordinary Shares at ANZBGL's option on 20 March 2031, 20 June 2031 or 19 September 2031 or following a Tax Event or Regulatory Event Discretionary, non-cumulative distributions scheduled to be paid quarterly based on a floating rate (3 Month BBSW), subject to certain Payment Conditions including ANZBGL (on a Level 1 basis) or the ANZ Group (on a Level 2 basis or, if applicable, a Level 3 basis), not breaching its APRA capital adequacy requirements Distribution Rate = (3 Month BBSW + Margin) x (1 - Australian corporate tax rate) Margin expected to be in the range of 2.90% to 3.10% per annum Distributions are expected to be franked at the same rate as dividends on ANZGHL Ordinary Shares. If a Distribution is not fully franked, the amount of the cash Distribution will be increased to compensate Holders for the unfranked portion of the Distribution, subject to the Payment Conditions. In a Winding-up of ANZBGL, the Notes rank for payment: . ahead of ANZBGL Ordinary Shares; • equally with ANZ Capital Securities and any other Equal Ranking Instruments; and • behind depositors, senior ranking securities and other creditors of ANZBGL ANZBGL is issuing the Notes to help meet the capital requirements for ADIs set by APRA. APRA requires ANZBGL to maintain a level of regulatory capital to help promote the stability of ANZBGL and protect ANZBGL's depositors and other creditors Purpose • APRA has confirmed that the Notes will constitute Additional Tier 1 Capital for the purposes of APRA's regulatory capital requirements • ANZBGL will use the proceeds to refinance CN4 and for general corporate purposes The Offer includes: • a Reinvestment Offer for Eligible CN4 Holders; Offer structure • a New Money Offer; and • an Institutional Offer Expected to trade under ASX code 'AN3PL' Listing The ranking of a Holder's claims in a winding-up will be adversely affected if a Trigger Event occurs. Following Conversion, Holders will have a claim as a holder of ANZGHL Ordinary Shares. If a Note is Written-Off, all rights in respect of a Note will be terminated and the Holder will not have their capital repaid. 4
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