Australia and New Zealand Banking Group Ltd. — Capital/Financing Update 2015

Mar 22, 2015

==> picture [114 x 36] intentionally omitted <==

Media Release

For Release: 23 March 2015

Issue of SGD500,000,000 3.75 per cent Fixed Rate Subordinated Notes

Notice under section 708A(12G)(e) of the Corporations Act 2001 (Cth)

Today Australia and New Zealand Banking Group Limited (“ Issuer ”) will issue SGD500,000,000 3.75 per cent fixed rate subordinated notes due 23 March 2027 pursuant to its US$60,000,000,000 Euro Medium Term Note Programme (the “ Subordinated Notes ”).

The Subordinated Notes convert into fully paid ordinary shares of the Issuer (“ Ordinary Shares ”) 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(12G)(e) of the Corporations Act 2001 (Cth) (“ Corporations Act ”) (as inserted by ASIC Instrument 141723) to enable fully paid 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 has been extracted from the Information Memorandum dated 16 May 2014;

• in Schedule 2 commercial particulars of the Subordinated Notes, extracted from the Pricing Supplement for the Subordinated Notes dated 19 March 2015 (the “ Pricing Supplement ”); and

• 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 33,077.5337 Ordinary Shares per Subordinated Note (with a nominal value of SGD250,000), based on the Issue Date VWAP of SGD37.79.

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:

• the Issuer’s annual financial report for the year ended 30 September 2014;

• 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 2014 and before the date of this notice; 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 and Chapter 7 of the Corporations Act. The securities have not been, and will not be, registered under the 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 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

SCHEDULE A

CONDITIONS OF THE NON PD NOTES

The following is the text of the terms and conditions that, subject to completion and amendment and as supplemented or varied in accordance with the provisions of the relevant Pricing Supplement, shall be applicable to the Notes of each Series. Either (i) the full text of these conditions together with the applicable provisions of the relevant Pricing Supplement or (ii) these conditions as so completed (and subject to simplification by the deletion of non-applicable provisions), shall be endorsed on all Bearer Notes in definitive form or on the Certificates relating to Registered Notes in definitive form.

This Note is one of a Series (as defined below) of Notes issued by either Australia and New Zealand Banking Group Limited (" ANZBGL "), ANZ Bank New Zealand Limited (" ANZ New Zealand ") or ANZ New Zealand (Int'l) Limited, acting through its London branch (" ANZNIL "), as specified in the relevant Pricing Supplement. References herein to the " Issuer " shall be references to the party specified as " Issuer " in the Pricing Supplement for this Note, and references to " Issuers " shall be to ANZBGL, ANZ New Zealand and ANZNIL. References herein to " Notes " shall be references to the Notes of this Series.

The Notes are issued pursuant to an Amended and Restated Agency Agreement dated 16 May 2014 (as further amended and/or supplemented and/or restated as at the Issue Date of the Notes, the " Agency Agreement ") between the Issuers, ANZ New Zealand as guarantor of the Notes issued by ANZNIL (the " Guarantor "), Deutsche Bank AG, London Branch as fiscal agent, calculation agent, paying agent and transfer agent and Deutsche Bank Trust Company Americas and Deutsche Bank Luxembourg S.A. as registrar and transfer agent and with the benefit of a Deed of Covenant dated 16 May 2014 (the " Deed of Covenant ") executed by the Issuers in relation to the Notes. The fiscal agent, paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the " Fiscal Agent ", the " Paying Agents " (which expression shall include the Fiscal Agent, and, if applicable, the CMU Lodging Agent and the CMU Paying Agent, for the time being appointed under Condition 6(e)), the " Registrar ", the " Transfer Agents " and the " Calculation Agent(s) ". The Guarantor has, for the benefit of the holders from time to time of the Notes issued by ANZNIL, executed and delivered a Deed of Guarantee dated 16 May 2014 (as amended and/or supplemented and/or restated from time to time, the " Deed of Guarantee ") under which it has unconditionally and irrevocably guaranteed the due and punctual payment of all amounts due by ANZNIL under or in respect of the Notes issued by ANZNIL as and when the same shall become due and payable. Copies of the Agency Agreement, the Deed of Covenant and the Deed of Guarantee are available for inspection at the specified offices of each of the Paying Agents (if more than one), the Registrar and the Transfer Agents.

The Noteholders, the holders (the " Couponholders ") of the interest coupons (the " Coupons ") appertaining to interest-bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the " Talons ") and the holders (the " Receiptholders ") of the receipts for the payment of instalments of principal (the " Receipts ") relating to Notes in bearer form of which the principal is payable in instalments are bound by and are deemed to have notice of all of the provisions of the Agency Agreement, the Deed of Covenant and the Deed of Guarantee applicable to them.

As used herein, " Tranche " means Notes which are identical in all respects (including as to listing) and " Series " means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single Series and (ii) are identical in all respects (including as to listing) except for the respective Issue Dates, Interest Commencement Dates and/or Issue Prices.

The Pricing Supplement for this Note (or the relevant provisions thereof) is endorsed on this Note and completes these Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purposes of this Note. References herein to the " Pricing Supplement " are to the Pricing Supplement (or the relevant provisions thereof) endorsed on this Note.

Words and expressions defined in the Agency Agreement or used in the Pricing Supplement shall

have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the Pricing Supplement, the Pricing Supplement will prevail.

1. Form, Denomination and Title

The Notes are issued in bearer form (" Bearer Notes ") or in registered form (" Registered Notes "), in each case in the Specified Currency and the Specified Denomination(s). All Registered Notes shall have the same Specified Denomination. “ Specified Denomination ” means the amount specified as such in (or calculated in accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the Subordinated Notes, in accordance with Condition 5A.4.

This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, an Index Linked Redemption Note, an Instalment Note, a Dual Currency Note, a Subordinated Note, a combination of any of the foregoing or any other relevant type of Note (as permitted by these Conditions), depending upon the Interest Basis or Redemption/Payment Basis shown in the Pricing Supplement.

Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Instalment Notes are issued with one or more Receipts attached.

Registered Notes are represented by registered certificates (" Certificates ") and, save as provided in Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder.

Title to the Bearer Notes and the Receipts, Coupons and Talons shall pass by delivery. Title to the Registered Notes shall, subject to mandatory rules of law, pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the " Register "). Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Certificate, Note, Receipt, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes, whether or not it is overdue and regardless of any notice of ownership, trust or interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder.

In these Conditions, " Noteholder " means the bearer of any Bearer Note and the Receipts relating to it or the person in whose name a Registered Note is registered (as the case may be), " Unsubordinated Noteholder " means the Noteholder of a Unsubordinated Note and the Receipts relating to it, " Subordinated Noteholder " means the Noteholder of a Subordinated Note issued by ANZBGL and the Receipts relating to it, and " holder " (in relation to a Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note, Receipt, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be).

2. Exchange and Transfers of Notes

(a) Exchange of Notes

Registered Notes may not be exchanged for Bearer Notes and vice versa. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination.

(b) Transfer of Registered Notes

Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate duly completed and executed and such other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor.

(c) Exercise of Options or Partial Redemption in Respect of Registered Notes

In the case of an exercise of an Issuer's or Noteholder's option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding.

(d) Delivery of New Certificates

Each new Certificate to be issued pursuant to Condition 2(b) or (c) shall be available for delivery five business days after receipt of the request for exchange, form of transfer or Exercise Notice or surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such request for exchange, form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant request for exchange, form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Agent (as defined in the Agency Agreement) the costs of such other method of delivery and/or such insurance as it may specify. In this Condition2(d), " business day " means a day, other than a Saturday or Sunday, on which banks are open for business in the location of the specified office of the Registrar or the relevant Transfer Agent (as the case may be).

(e) Exchange Free of Charge

Exchange and transfer of Notes and Certificates on registration, transfer, partial redemption or exercise of an option shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax, duty or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Issuer, the Registrar or the relevant Transfer Agent may require).

(f) Closed Period

No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days ending on the due date for redemption of, or payment of any Instalment Amount in respect of, that Note, (ii) during the period of 15 days before any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 5(e), (iii) after any such Note has been called for redemption or (iv) during the period of seven days ending on (and including) any Record Date.

3. Status and Guarantee

The Notes may be unsubordinated Notes (" Unsubordinated Notes ") or, where the Issuer is ANZBGL, subordinated Notes (" Subordinated Notes ") as specified in the relevant Pricing Supplement.

None of the Notes are deposit liabilities or protected accounts of ANZBGL for the purposes of the Banking Act 1959 of Australia (the " Banking Act ").

(a) Unsubordinated Notes

The Unsubordinated Notes and the Receipts and Coupons relating to them constitute direct, unconditional and unsecured obligations of the Issuer and (save for certain debts of the Issuer required to be preferred by law, including but not limited to, where the Issuer is ANZBGL, those referred to in Division 2 and 2AA of Part II of the Banking Act and section 86 of the Reserve Bank Act 1959 of Australia) rank pari passu among themselves and equally with all other unsubordinated, unsecured obligations of the Issuer.

The debts which are preferred by law to the claim of a Noteholder in respect of a Note, including by virtue of the provisions referred to in the above paragraph of Condition 3, will be substantial and are not limited by the Conditions of the Notes. Without limitation to other applicable laws, in

the case of Notes issued by ANZBGL, section 13A of the Banking Act provides that, in the event ANZBGL becomes unable to meet its obligations or suspends payment, its assets in Australia are to be available to meet ANZBGL's liabilities in the following order: (i) liabilities to the Australian Prudential Regulation Authority (" 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) ANZBGL's liabilities in Australia in relation to protected accounts (as defined in the Banking Act) kept with ANZBGL, (iv) debts due to the Reserve Bank of Australia (" RBA ")), (v) liabilities under certain certified industry support contracts; and (vi) all other liabilities of ANZBGL in the order of their priority apart from section 13A(3). Changes to applicable law may extend the debts required to be preferred by law.

The Unsubordinated Notes rank senior to the Issuer's subordinated obligations, including, where the Issuer is ANZBGL, the Subordinated Notes.

(b) Subordinated Notes — ANZBGL

The Subordinated Notes and the Receipts and Coupons relating to them may only be issued by ANZBGL, and will constitute direct, unsecured and subordinated obligations of ANZBGL. In the event of the winding-up of ANZBGL (see Condition 10 ( Subordination )) and prior to the commencement of the winding-up of ANZBGL (see Condition 4(q)), the principal amount of, any interest on, and any other payments, including additional amounts, in respect of the Subordinated Notes will rank behind all claims of Senior Creditors, and subject to Conditions 5A to 5C (inclusive) pari passu with Equal Ranking Securities and ahead of Junior Ranking Securities.

“ Equal Ranking Securities ” means any instrument that ranks in a winding-up of ANZBGL as the most junior claim in the winding-up of ANZBGL ranking senior to Junior Ranking Securities, and includes:

• (i) the Perpetual Capital Floating Rate Notes issued under the trust deed dated 30 October 1986 between the Issuer and Bankers Trustee Company Limited, as amended from time to time (except in so far as such amendment is inconsistent with such ranking); and

• (ii) any other instruments issued after 1 January 2013 as Relevant Tier 2 Securities.

“ Junior Ranking Securities ” means any instrument that:

• (i) qualifies as Tier 1 Capital or, in the case of any instrument issued prior to 1 January 2013, was treated as constituting Tier 1 Capital in accordance with the prudential standards which applied prior to 1 January 2013 irrespective of whether or not such instrument is treated as constituting Tier 1 Capital in accordance with any transitional arrangements approved by APRA; and

• (ii) by its terms is, or is expressed to be, subordinated in a winding up of ANZBGL to the claims of Subordinated Noteholders and holders of Equal Ranking Securities.

“ Senior Creditors ” means all present and future creditors of ANZBGL (including but not limited to depositors of ANZBGL and holders of any other instruments issued before 1 January 2013 as a Tier 2 Capital Security) whose claims:

• (i) would be entitled to be admitted in the winding up of ANZBGL; and

• (ii) are not in respect of Equal Ranking Securities or Junior Ranking Securities.

Neither ANZBGL nor a Subordinated Noteholder has any contractual right to set off any sum at any time due and payable to a Subordinated Noteholder or ANZBGL (as applicable) under or in relation to the Subordinated Notes against amounts owing by the Subordinated Noteholder to ANZBGL or by ANZBGL to the Subordinated Noteholder (as applicable).

The Subordinated Notes do not limit the amount of liabilities ranking senior to the Subordinated Notes which may be hereafter incurred or assumed by ANZBGL.

Claims of Subordinated Noteholders are also subject to the priority of certain debts preferred by law (in respect of which please see the description provided in Condition 3(a) above).

• (c) Guarantee — by ANZ New Zealand (in respect of Notes issued by ANZNIL)

Where the relevant Issuer is ANZNIL, the Guarantor has in the Deed of Guarantee unconditionally and irrevocably guaranteed the due and punctual payment of all amounts due by

ANZNIL under or in respect of the Notes as and when the same shall become due and payable. This Guarantee of the Notes constitutes direct, unconditional and unsecured obligations of the Guarantor which (save for certain debts of the Guarantor required to be preferred by law) will at all times rank pari passu among themselves and equally with all other unsecured obligations (other than subordinated obligations) of the Guarantor. The Notes issued by ANZ New Zealand and ANZNIL are not guaranteed by ANZBGL.

1. Interest and other Calculations

2. (a) Interest on Fixed Rate Notes

3. (i) Each Fixed Rate Note bears interest on its outstanding Nominal Amount from, and including, the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. Such Interest Payment Date(s) is/are either shown in the Pricing Supplement as specified Interest Payment Dates or, if no Interest Payment Date(s) is/are specified in the Pricing Supplement, Interest Payment Date shall mean each date which falls the number of months or other period shown in the Pricing Supplement as the specified Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

4. (ii) If a Fixed Coupon Amount or a Broken Amount is specified in the Pricing Supplement, the amount of interest payable on each Interest Payment Date will amount to the Fixed Coupon Amount or, if applicable, the Broken Amount so specified and in the case of the Broken Amount will be payable on the particular Interest Payment Date(s) specified in the Pricing Supplement.

5. (iii) Calculation of Interest Amount : The Interest Amount payable in respect of each Note for any period for which a Fixed Coupon Amount or Broken Amount is not specified in the Pricing Supplement shall be calculated by applying the Rate of Interest to the Calculation Amount for such Note, multiplying the product by the relevant Day Count Fraction, rounding the resulting figure to the nearest unit of the Specified Currency (with halves being rounded up), save in the case of Yen, which shall be rounded down to the nearest Yen, and multiplying such rounded figure by a fraction equal to the Specified Denomination of such Note divided by the Calculation Amount. For this purpose, a " unit " means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means 0.01 euro, as the case may be.

6. (iv) Business Day Convention : If "Business Day Convention – Adjusted" is specified to be applicable in the relevant Pricing Supplement, (a) any Interest Payment Date otherwise falling on a day which is not a Business Day (as defined in Condition 4(b) below) will be postponed or brought forward (as applicable) in accordance with the Business Day Convention set out in the relevant Pricing Supplement (as described below) and (b) the amount of interest payable on such Interest Payment Date will be adjusted accordingly and the provisions of subparagraphs (g) and (h) (excluding the determination and notification of the Rate of Interest) below shall apply, mutatis mutandis , as though references to "Floating Rate Notes" were to "Fixed Rate Notes" and references to "Interest Amounts" were to amounts of interest payable in respect of Fixed Rate Notes. If "Business Day Convention – No Adjustment" is specified to be applicable in the relevant Pricing Supplement, any Interest Payment Date otherwise falling on a day which is not a Business Day will be postponed or brought forward (as applicable) in accordance with the Business Day Convention set out in the relevant Pricing Supplement (as described below) and there will be no corresponding adjustment of the amount of interest payable on such Interest Payment Date.

7. (b) Interest on Floating Rate Notes and Index Linked Interest Notes

8. (i) Interest Payment Dates : Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding Nominal Amount from, and including, the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. Such Interest Payment Date(s) is/are either shown in the Pricing Supplement as specified Interest Payment Dates or, if no Interest Payment Date(s) is/are specified in the Pricing Supplement, Interest Payment Date shall mean each date which falls the number of months or other period shown in the Pricing

Supplement as the specified Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

• (ii) Business Day Convention : If any date referred to in these Conditions that is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, then that date will be adjusted in accordance with the Business Day Convention specified in the relevant Pricing Supplement. If "No Adjustment of Interest Amounts" is specified to be applicable in the relevant Pricing Supplement then notwithstanding the bringing forward or postponement (as applicable) of an Interest Payment Date as a result of the application of the Business Day Convention set out in the relevant Pricing Supplement, the Interest Amount in respect of the relevant Interest Period and each subsequent Interest Period shall be calculated as aforesaid on the basis of the original Interest Payment Dates without adjustment in accordance with the applicable Business Day Convention.

• (iii) Rate of Interest for Floating Rate Notes : The Rate of Interest in respect of Floating Rate Notes, other than in the case of (x) BBSW Notes or BKBM Notes, provisions in respect of which are set out in Condition 4(d) below, (y) CMS Rate Notes, provisions in respect of which are set out in Condition 4(e) below and (z) Inverse Floating Rate Notes, provisions in respect of which are set out in Condition 4(f) below (unless in each case the relevant Pricing Supplement specifies otherwise), for each Interest Accrual Period shall be determined in the manner specified in the Pricing Supplement and the provisions below relating to either ISDA Determination or Screen Rate Determination shall apply depending upon which is specified in the Pricing Supplement.

• (a) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this sub-paragraph (A), " ISDA Rate " for an Interest Accrual Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which:

• (x) the Floating Rate Option is as specified in the Pricing Supplement;

• (y) the Designated Maturity is a period specified in the Pricing Supplement; and

• (z) the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise specified in the Pricing Supplement. For the purposes of this sub-paragraph (A), " Floating Rate ", " Calculation Agent ", " Floating Rate Option ", " Designated Maturity ", " Reset Date ", and " Swap Transaction " have the meanings given to those terms in the ISDA Definitions.

• (b) Screen Rate/Reference Bank Determination for Floating Rate Notes

• (x) If Screen Rate Determination is specified in the Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be (as determined by the Calculation Agent):

• (I) the offered quotation; or

• (II) the arithmetic mean of the offered quotations,

for the Reference Rate for the Specified Maturity and the Specified Currency in each case appearing on the Relevant Screen Page at the Relevant Time on the Interest Determination Date;

• (y) if sub-paragraph (x)(I) applies and no Reference Rate for the Specified Maturity and the Specified Currency appears on the Relevant Screen Page at the Relevant Time on the Interest Determination Date or if sub-paragraph (x)(II) applies and fewer than two offered quotations appear on the Relevant Screen Page at the Relevant Time on the Interest Determination Date, subject as provided below, the Rate of Interest shall be the arithmetic mean of the offered quotations that each of the Reference Banks is quoting (or such of them, being at least two, as are so quoting) to leading banks in the Relevant Financial Centre at the Relevant Time on the Interest Determination Date for deposits of the Specified Currency for a term equal to the relevant Interest Accrual Period, as determined by the Calculation Agent; and

• (z) if paragraph (y) above applies and the Calculation Agent determines that fewer than two Reference Banks are so quoting the Reference Rate for the Specified Maturity and the Specified Currency, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage), which the Calculation Agent determines to be the nearest equivalent to the Reference Rate for the Specified Maturity and the Specified Currency, in respect of deposits of the Specified Currency that at least two out of five leading banks selected by the Calculation Agent (after consultation with the Issuer) in the Principal Financial Centre of the country of the Specified Currency, in each case as selected by the Calculation Agent (after consultation with the Issuer), are quoting at or about the Relevant Time for a period commencing on the Effective Date equivalent to the relevant Interest Accrual Period to leading banks carrying on business in (I) Europe, or (II) (if the Calculation Agent determines that fewer than two of such banks are so quoting to such leading banks in Europe) the Principal Financial Centre; except that, if fewer than two of such banks are so quoting to such leading banks, the Rate of Interest shall be the Rate of Interest determined on the previous Interest Determination Date (after readjustment for any difference between any Margin, Rate Multiplier or Maximum Rate of Interest or Minimum Rate of Interest applicable to the preceding Interest Accrual Period and to the relevant Interest Accrual Period).

• (c) Rate of Interest for Index Linked Interest Notes:

The Rate of Interest in respect of Index Linked Interest Notes for each Interest Accrual Period shall be determined in the manner specified in the Pricing Supplement and interest will accrue by reference to an Index or Formula as specified in the Pricing Supplement.

(d) Rate of Interest on BBSW Notes or BKBM Notes

If a Note is specified to be a BBSW Note or BKBM Note, the Rate of Interest for each Interest Accrual Period will be determined by the Calculation Agent at or about the Relevant Time on the Interest Determination Date in respect of such Interest Accrual Period in accordance with the following:

• (i) the Rate of Interest shall be the stated average (expressed as an interest rate per annum and rounded up, if necessary, to, in the case of BBSW Notes, the fourth decimal place and, in the case of BKBM Notes, the fifth decimal place) of the mean buying and selling rates (for the purposes of this Condition 4(d), each such rate a " quotation ") of each BBSW Reference Bank or BKBM Reference Bank, as the case may be, (each as defined below) excluding the highest and lowest quotations for bank bills having a tenor approximately equal to the relevant Interest Accrual Period as set forth on the display page designated on page "BBSW" or "BKBM", as the case may be, on the Reuters screen service (" BBSW Reuters Page " or " BKBM Reuters Page ", as the case may be) or such other information service as may replace the BBSW Reuters Page or BKBM Reuters Page, as the case may be, for the purpose of displaying Australian dollar bank bill rates or New Zealand dollar bank bill rates, as the case may be, of leading financial institutions in Australia or New Zealand, as the case may be, at or about the Relevant Time on the relevant Interest Determination Date in respect of such Interest Accrual Period, converted by the Calculation Agent (by dividing such Interest Rate by 365 and then multiplying it by 360) into a rate expressed on a 360-day year basis, or as otherwise specified in the Pricing Supplement;

• (ii) if, at or about the Relevant Time on any Interest Determination Date, the quotations of only two BBSW Reference Banks or BKBM Reference Banks, as the case may be, are available, or no such quotations are available, on the BBSW Reuters Page or BKBM Reuters Page, as the case may be, or if the BBSW Reuters Page or the BKBM Reuters Page, as the case may be, is unavailable, the Calculation Agent shall at or about the Relevant Time on such Interest Determination Date request the principal office of each of the BBSW Reference Banks or BKBM Reference Banks, as the case may be, to provide the Calculation Agent with its quotation

(expressed as an interest rate per annum) for the Australian dollar bank bills or New Zealand dollar bank bills, as the case may be, having a tenor approximately equal to the relevant Interest Accrual Period. The Rate of Interest for such Interest Accrual Period shall be the arithmetic mean (rounded up as aforesaid) of such quotations excluding the highest and lowest quotations, as determined by the Calculation Agent and converted by the Calculation Agent (by dividing such Rate of Interest by 365 and then multiplying it by 360) into a rate expressed on a 360-day year basis, or as otherwise specified in the Pricing Supplement;

• (iii) if, at or about the Relevant Time on any Interest Determination Date, only two or fewer quotations are available under sub-paragraph (i) above, but at least three but fewer than all the BBSW Reference Banks or BKBM Reference Banks, as the case may be, provide the Calculation Agent with quotations as referred to in sub-paragraph (ii) above, the Rate of Interest for the relevant Interest Accrual Period shall be determined in accordance with sub-paragraph (ii) above, on the basis of the quotations of those BBSW Reference Banks or BKBM Reference Banks, as the case may be, providing such quotations; and

• (iv) if, at or about the Relevant Time on any Interest Determination Date, the Rate of Interest cannot be determined by reference to any of sub-paragraphs (i), (ii) and (iii) above, the Rate of Interest for the relevant Interest Accrual Period shall, subject as provided below, be the rate per annum converted by the Calculation Agent (by dividing such Rate of Interest by 365 and then multiplying it by 360) into a rate expressed on a 360-day basis, which the Calculation Agent determines to be either (A) the arithmetic mean (rounded upwards as aforesaid) of the offered rates (excluding the highest and lowest of such offered rates ) which leading financial institutions selected by the Calculation Agent (after consultation with the Issuer) are quoting at or about the Relevant Time on such Interest Determination Date for bank bills for such Interest Accrual Period to the principal office of each of the BBSW Reference Banks or BKBM Reference Banks, as the case may be, or those of them (being at least three in number) to which such offered rates are, in the opinion of the Calculation Agent, being so quoted, or (B) in the event that the Calculation Agent can determine no such arithmetic mean, the arithmetic mean (rounded upwards as aforesaid) of the offered rates (excluding the highest and lowest of such offered rates) which leading financial institutions selected by the Calculation Agent (after consultation with the Issuer) are quoting on such date to leading financial institutions which have their head offices in Europe for bank bills for such Interest Accrual Period; provided that if the financial institutions selected as referred to in (B) above by the Calculation Agent are not quoting as mentioned above, the Rate of Interest for the relevant Interest Accrual Period shall be the Rate of Interest in effect for the last preceding Interest Accrual Period (after readjustment for any difference between any Margin, Rate Multiplier or Maximum or Minimum Rate of Interest applicable to the preceding Interest Accrual Period and to the relevant Interest Accrual Period).

In relation to BBSW Notes or BKBM Notes, as the case may be, unless stated to the contrary on the face thereof, " BBSW Reference Banks " or " BKBM Reference Banks ", as the case may be, shall mean the financial institutions appearing on the BBSW Reuters Page or BKBM Reuters Page, as the case may be, (or any replacement page thereof) at or about the Relevant Time on the relevant Interest Determination Date provided that if on such Interest Determination Date there are fewer than three financial institutions appearing on the BBSW Reuters Page or BKBM Reuters Page, as the case may be, (or any replacement page thereof) or the BBSW Reuters Page or BKBM Reuters Page, as the case may be, is unavailable, the " BBSW Reference Banks " or " BKBM Reference Banks ", as the case may be, shall be the financial institutions appearing on the BBSW Reuters Page or BKBM Reuters Page, as the case may be, (or any replacement page thereof) at or about the Relevant Time on the last preceding date on which two or more financial institutions so appeared.

(e) Rate of Interest on CMS Notes

Each CMS Rate Note will bear interest at a specified rate that will be reset periodically based on the CMS Rate and any Margin and Rate Multiplier.

" CMS Rate " means the CHF CMS Rate, the EUR CMS Rate, the GBP CMS Rate, the JPY CMS Rate or the USD CMS Rate, as specified in the applicable Pricing Supplement.

The following procedures will apply if the rate cannot be set as described above, unless otherwise specified in the applicable Pricing Supplement:

• (i) If the CHF CMS Rate is not published on the Reuters Screen ISDAFIX4 Page as described above, the CHF CMS Rate will be a percentage determined on the basis of the mid-market annual swap rate quotations provided by the CMS Reference Banks at approximately 11.00 a.m., London time, on the Interest Determination Date and, for this purpose, the annual swap rate means the arithmetic mean of the bid and offered rates for the annual fixed leg, calculated

on a 30/360 day count basis, of a fixed-for floating Swiss Franc interest rate swap transaction with a term equal to the Specified Maturity commencing on the Interest Reset Date and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to CHF-LIBOR-BBA with a maturity of six months. The Calculation Agent will request the principal London office of each of the CMS Reference Banks to provide a quotation of its rate.

• (ii) If at least three quotations are provided, the CHF CMS Rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest).

• (iii) If fewer than three quotations are provided as requested, the CHF CMS Rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

• (iv) If the GBP CMS Rate is not published on the Reuters Screen ISDAFIX4 Page as described above, the GBP CMS Rate will be a percentage determined on the basis of the mid-market semi-annual swap rate quotations provided by the CMS Reference Banks at approximately 11.00 a.m., London time, on the Interest Determination Date and, for this purpose, the semiannual swap rate means the arithmetic mean of the bid and offered rates for the semi-annual fixed leg, calculated on an Actual/365 (Fixed) day count basis, of a fixed-for floating sterling interest rate swap transaction with a term equal to the Specified Maturity commencing on the Interest Reset Date and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, in each case calculated on an Actual/365 (Fixed) day count basis, is equivalent (A) if the Specified Maturity is greater than one year, to GBP-LIBOR-BBA with a Specified Maturity of six months or (B) if the Specified Maturity is one year or less, to GBP-LIBOR-BBA with a Designated Maturity of three months. The Calculation Agent will request the principal London office of each of the CMS Reference Banks to provide a quotation of its rate.

• (v) If at least three quotations are provided, the GBP CMS Rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest).

• (vi) If fewer than three quotations are provided as requested, the GBP CMS Rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

• (vii) If the EUR CMS Rate is not published on the Reuters Screen ISDAFIX2 Page as described above, the EUR CMS Rate will be a percentage determined on the basis of the mid-market annual swap rate quotations provided by the CMS Reference Banks at approximately 11.00 a.m., London time, on the Interest Determination Date and, for this purpose, the annual swap rate means the arithmetic mean of the bid and offered rates for the annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for floating euro interest rate swap transaction with a term equal to the Specified Maturity commencing on the Interest Reset Date and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to EUR-EURIBORReuters with a Specified Maturity of six months. The Calculation Agent will request the principal office of each of the CMS Reference Banks to provide a quotation of its rate.

• (viii) If at least three quotations are provided, the EUR CMS Rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest).

• (ix) If fewer than three quotations are provided as requested, the EUR CMS Rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

• (x) If the JPY CMS Rate is not published on the Reuters Screen ISDAFIX1 Page as described above , the JPY CMS Rate will be a percentage determined on the basis of the mid-market semi-annual swap rate quotations provided by the CMS Reference Banks at approximately 10.00 a.m., Tokyo time, on the Interest Determination Date and, for this purpose, the semiannual swap rate means the arithmetic mean of the bid and offered rates for the semi-annual fixed leg, calculated on an Actual/Actual day count basis, of a fixed-for floating Yen interest rate swap transaction with a term equal to the Specified Maturity commencing on the Interest Reset Date and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, in each case calculated on an Actual/360 day count basis, is equivalent if the Specified Maturity is greater than one year, to JPY-LIBOR-BBA with a Specified Maturity of six months. The Calculation Agent will request the principal office of each of the CMS Reference Banks to provide a quotation of its rate.

• (xi) If at least three quotations are provided, the JPY CMS Rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest).

• (xii) If fewer than three quotations are provided as requested, the JPY CMS Rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

• (xiii) If the USD CMS Rate is not published on the Reuters Screen ISDAFIX3 Page as described above, the USD CMS Rate will be a percentage determined on the basis of the mid-market semi-annual swap rate quotations provided by the CMS Reference Banks at approximately 11.00 a.m., New York City time, on the Interest Determination Date and, for this purpose, the semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for floating U.S. Dollar interest rate swap transaction with a term equal to the Specified Maturity commencing on the Interest Reset Date and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an Actual/360 day count basis, is equivalent to USD-LIBOR-BBA with a maturity of three months. The Calculation Agent will request the principal New York City office of each of the CMS Reference Banks to provide a quotation of its rate.

• (xiv) If at least three quotations are provided, the USD CMS Rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest).

• (xv) If fewer than three quotations are provided as requested, the USD CMS Rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

" CHF CMS Rate " means respect to any Interest Determination Date will be the rate for Swiss Franc swaps with the Specified Maturity, expressed as a percentage, determined by the Calculation Agent by reference to the rates appearing on Reuters Screen ISDAFIX4 Page at approximately 11.00 a.m. (London time).

" CHF-LIBOR-BBA " means, for any date, the rate for deposits in Swiss Francs for a period of the Specified Maturity which appears on the Reuters Screen LIBOR02 Page as of 11:00 a.m., London time, on the day that is two London Business Days preceding that date.

" CMS Reference Banks " means five leading swap dealers in the interbank market in the Principal Financial Centre of the Specified Currency selected by the Calculation Agent.

" EUR CMS Rate " means respect to any Interest Determination Date will be the rate for euro swaps with the Specified Maturity, expressed as a percentage, determined by the Calculation Agent by reference to the rates which appears on the Reuters Screen ISDAFIX2 Page under the heading "EURIBOR BASIS - EUR" and above the caption "11:00AM FRANKFURT" as of 11:00 a.m., Frankfurt time.

" EUR-EURIBOR-Reuters " means, for any date, the rate for deposits in euros for a period of the Specified Maturity which appears on the Reuters Screen EURIBOR01 Page as of 11:00 a.m., Brussels time, on the day that is two TARGET2 Settlement Days preceding that date.

" GBP CMS Rate " means respect to any Interest Determination Date will be the rate for pound sterling swaps with the Specified Maturity, expressed as a percentage, determined by the Calculation Agent by reference to the rates appearing on Reuters Screen ISDAFIX4 Page at approximately 11.10 a.m. (London time).

" JPY CMS Rate " means respect to any Interest Determination Date will be the rate for Japanese yen swaps with the Specified Maturity, expressed as a percentage, determined by the Calculation Agent by reference to the rates appearing on Reuters Screen ISDAFIX1 Page at approximately 10.00 a.m. (Tokyo time).

" JPY-LIBOR-BBA " means, for any date, the rate for deposits in Yen for a period of the Specified Maturity which appears on the Reuters Screen 3750 Page as of 11:00 a.m., London time, on the day that is two London Business Days preceding that date.

" U.S. dollars "and " U.S.$ " means United States dollars.

" USD CMS Rate " means respect to any Interest Determination Date will be the rate for U.S. Dollar swaps with the Specified Maturity, expressed as a percentage, determined by the

Calculation Agent by reference to the rates appearing on Reuters Screen ISDAFIX1 Page at approximately 11.00 a.m. (New York City time).

" USD-Libor-BBA " means, for any date, the rate for deposits in U.S. dollars for a period of the Specified Maturity which appears on the Reuters Screen LIBOR01 as of 11.00 a.m., London time, on the day that is two London Business Days preceding that date.

• (f) Inverse Floating Rate Notes

• (i) If a Note is specified to be an Inverse Floating Rate Note, the Rate of Interest for each Interest Accrual Period shall be (as determined by the Calculation Agent) the Specified Fixed Rate minus the Relevant Floating Rate where:

" Specified Fixed Rate " means, in respect of each Interest Accrual Period, the rate specified to be applicable in respect of the Interest Payment Date on which the Interest Accrual Period ends, as set out in the relevant Pricing Supplement.

" Relevant Floating Rate " means:

• (a) the offered quotation; or

• (b) the arithmetic mean of the offered quotations, for the Reference Rate for the Specified Maturity and the Specified Currency in each case appearing on the Relevant Screen Page at the Relevant Time on the Interest Determination Date;

• (ii) if sub-paragraph (A) applies and no Reference Rate for the Specified Maturity and the Specified Currency appears on the Relevant Screen Page at the Relevant Time on the Interest Determination Date or if sub-paragraph (B) applies and fewer than two offered quotations appear on the Relevant Screen Page at the Relevant Time on the Interest Determination Date, subject as provided below, the Rate of Interest shall be the arithmetic mean of the offered quotations that each of the Reference Banks is quoting (or such of them, being at least two, as are so quoting) to leading banks in the Relevant Financial Centre at the Relevant Time on the Interest Determination Date for deposits of the Specified Currency for a term equal to the relevant Interest Accrual Period, as determined by the Calculation Agent; and

• (iii) if paragraph (ii) above applies and the Calculation Agent determines that fewer than two Reference Banks are so quoting the Reference Rate for the Specified Maturity and the Specified Currency, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage), which the Calculation Agent determines to be the nearest equivalent to the Reference Rate for the Specified Maturity and the Specified Currency, in respect of deposits of the Specified Currency that at least two out of five leading banks selected by the Calculation Agent (after consultation with the Issuer) in the Principal Financial Centre of the country of the Specified Currency, in each case as selected by the Calculation Agent (after consultation with the Issuer), are quoting at or about the Relevant Time for a period commencing on the Effective Date equivalent to the relevant Interest Accrual Period to leading banks carrying on business in (A) Europe, or (B) if the Calculation Agent determines that fewer than two of such banks are so quoting to such leading banks in Europe) the Principal Financial Centre; except that, if fewer than two of such banks are so quoting to such leading banks, the Rate of Interest shall be the Rate of Interest determined on the previous Interest Determination Date (after readjustment for any difference between any Maximum Rate of Interest or Minimum Rate of Interest applicable to the preceding Interest Accrual Period and to the relevant Interest Accrual Period).

(g) Zero Coupon Notes

Where a Note, the Interest Basis of which is specified in the Pricing Supplement to be Zero Coupon, is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note, unless otherwise specified in the Pricing Supplement. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield. A Subordinated Note cannot be a Zero Coupon Note.

(h) Dual Currency Notes

In the case of Dual Currency Notes, if the rate or amount of interest is to be determined by reference to a Rate of Exchange or a method of calculating Rate of Exchange, the rate or amount of interest payable shall be determined in the manner specified in the Pricing Supplement.

(i) Accrual of Interest

Interest shall cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (after, as well as before, judgment) at the Rate of Interest in the manner provided in this Condition 4 to the Relevant Date.

• (j) Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts, Rate Multipliers and Rounding

• (i) If any Margin or Rate Multiplier is specified in the Pricing Supplement (either (A) generally, or (B) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (A), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (B), calculated in accordance with (b) or (c) above, by adding (if a positive number) or subtracting the absolute value (if a negative number) of such Margin or multiplying such Rate Multiplier, subject always to the next paragraph;

• (ii) If any Maximum Rate of Interest or Minimum Rate of Interest, Instalment Amount or Redemption Amount is specified in the Pricing Supplement, then any Rate of Interest, Instalment Amount or Redemption Amount shall be subject to such maximum or minimum, as the case may be; and

• (iii) Subject to the requirements of applicable law, for the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (A) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with halves being rounded up), (B) all figures shall be rounded to seven decimal places (with halves being rounded up) and (C) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with halves being rounded up), save in the case of Yen, which shall be rounded down to the nearest Yen. For these purposes " unit " means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means 0.01 euro, as the case may be.

(k) Calculations

Unless otherwise specified in the Pricing Supplement, the amount of interest payable in respect of any Note for any period shall be calculated by multiplying the product of the Rate of Interest and the outstanding Nominal Amount of such Note by the Day Count Fraction, unless an Interest Amount (or a formula for its calculation) is specified in the Pricing Supplement in respect of such period, in which case the amount of interest payable in respect of such Note for such period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable in respect of such Interest Period shall be the sum of the amounts of interest payable in respect of each of those Interest Accrual Periods.

• (l) Determination and Publication of Rate of Interest, Interest Amounts, Final Redemption Amounts and Instalment Amounts

As soon as practicable after the Relevant Time on each Interest Determination Date or such other time on such date as the Calculation Agent may be required to calculate any rate or amount or Instalment Amount, obtain any quotation or make any determination or calculation, it shall determine such rate and calculate the Interest Amounts in respect of each Specified Denomination of the Notes for the relevant Interest Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or Instalment Amount, obtain such quotation or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or any Instalment Amount to be notified to the Fiscal Agent, the Issuer, the Guarantor (if applicable), each of the Paying Agents, the Noteholders, the Registrar, any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information and, if the Notes are listed on a stock exchange (and/or admitted to listing, trading and/or quotation on any other listing authority,

stock exchange and/or quotation system) and the rules of such listing authority, stock exchange and/or quotation system so require, such listing authority, stock exchange and/or quotation system as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Accrual Period, if determined prior to such time in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination. Where any Interest Payment Date or Interest Accrual Period is subject to adjustment pursuant to Condition 4(a)(iv) or Condition 4(b)(ii), the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Accrual Period. If the Calculation Amount is less than the minimum Specified Denomination, the Calculation Agent shall not be obligated to publish each Interest Amount but instead may publish only the Calculation Amount and the Interest Amount in respect of a Note having the minimum Specified Denomination. If the Notes become due and payable under Condition 9 ( Events of Default ), the accrued interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.

(m) Definitions

In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:

" Amortisation Yield " has the meaning given in Condition 51.1(d)(ii) unless otherwise specified in the Pricing Supplement.

" Amortised Face Amount " has the meaning given in Condition 51.1(d)(ii) unless otherwise specified in the Pricing Supplement.

" APRA " means the Australian Prudential Regulation Authority (or any successor organisation).

" Australian Securities Exchange " or " ASX " means ASX Limited (ABN 98 008 624 691) or the securties market operated by it, as the context requires.

“ ASX Listing Rules ” means the listing rules of the Australian Securities Exchange as amended, varied or waived (whether in respect of the Issuer or generally) from time to time.

" Australian Tax Act " means the Income Tax Assessment Act 1936 or the Income Tax Assessment Act 1997 of Australia as applicable (which term includes any amendments or successor legislation).

" BBSW " means the Australian Bank Bill Swap Rate.

" BBSW Note " means a Floating Rate Note denominated in Australian dollars.

" BKBM " means the New Zealand Bank Bill reference rate inter-bank offered rate.

" BKBM Note " means a Floating Rate Note denominated in New Zealand dollars.

“ Broken Amount ” means the amount specified as such in (or calculated in accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the Subordinated Notes, in accordance with Condition 5A.4.

" Business Day " means:

• (i) in the case of Subordinated Notes, for the purposes of Conditions 5A to 5D (inclusive), means a business day within the meaning of the ASX Listing Rules;

• (ii) a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments generally in London and, where ANZBGL is the Issuer, Sydney or, where ANZ New Zealand or ANZNIL is the Issuer, Auckland and Wellington; and

• (iii) in the case of:

(a) a Specified Currency other than euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign

exchange markets settle payments generally in the Principal Financial Centre for such Specified Currency; or

• (b) in the case of euro, a TARGET2 Business Day; and

• (iv) in the case of one or more Additional Business Centres, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in the Additional Business Centres or, if no currency is indicated, generally in each of the Additional Business Centres,

unless otherwise specified in the relevant Pricing Supplement.

" Business Day Convention " in relation to an Interest Payment Date or other particular date, unless otherwise specified in the relevant Pricing Supplement, has the following meaning as so specified in the Pricing Supplement:

• (i) Floating Rate Business Day Convention means that the relevant date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such date shall be brought forward to the immediately preceding Business Day and (B) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment;

• (ii) Following Business Day Convention means that the relevant date shall be postponed to the next day that is a Business Day;

• (iii) Modified Following Business Day Convention means that the relevant date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day;

• (iv) Preceding Business Day Convention means that the relevant date shall be brought forward to the immediately preceding Business Day; or

• (v) No adjustment means that the relevant date shall not be adjusted in accordance with any Business Day Convention.

" Calculation Amount " has the meaning given in the relevant Pricing Supplement as it may be adjusted, in the case of the Subordinated Notes, in accordance with Condition 5A.4.

" CDOR " means the Toronto inter-bank offered rate.

" CMS Rate Note " means a Floating Rate Note where the designated Interest Basis is CMS Rate.

" CNH HIBOR " means the CNH Hong Kong Interbank Offered Rate.

" Day Count Fraction " means, in relation to the calculation of an amount of interest on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Accrual Period, the " Calculation Period "):

• (i) if " Actual/Actual (ICMA) " is specified in the Pricing Supplement:

• (A) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (x) the actual number of days in such Regular Period and (y) the number of Regular Periods in any year; and

• (B) where the Calculation Period is longer than one Regular Period, the sum of:

  • (x) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (I) the actual number of days in such Regular Period and (II) the number of Regular Periods in any year; and

  • (y) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (I) the actual number of days in such Regular Period and (II) the number of Regular Periods in any year;

where " Regular Period " means:

• (aa) in the case of Notes where interest is scheduled to be paid only by means of regular payments, each period from and including the Interest Commencement

Date to but excluding the first Interest Payment Date and each successive period from and including one Interest Payment Date to but excluding the next Interest Payment Date;

• (bb) in the case of Notes where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where " Regular Date " means the day and month (but not the year) on which any Interest Payment Date falls; and

• (cc) in the case of Notes where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where " Regular Date " means the day and month (but not the year) on which any Interest Payment Date falls other than the Interest Payment Date falling at the end of the irregular Interest Period;

• (ii) if " Actual/Actual (ISDA) " or " Actual/Actual " is specified in the Pricing Supplement, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);

• (iii) if " Actual/365 (Fixed) " is specified in the Pricing Supplement, the actual number of days in the Calculation Period divided by 365;

• (iv) if " Actual/360 " is specified in the Pricing Supplement, the actual number of days in the Calculation Period divided by 360;

• (v) if " 30/360 (ICMA) " is specified in the Pricing Supplement, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360;

• (vi) if " 30/360 ", " 360/360 " or " Bond Basis " is specified in the Pricing Supplement, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

where:

==> picture [293 x 23] intentionally omitted <==

• " Y1 " is the year, expressed as a number, in which the first day of the Calculation Period falls;

• " Y2 " is the year, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

• " M1 " is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

• " M2 " is the calendar month, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

• " D1 " is the first calendar day, expressed as a number, of the Calculation Period, unless such number is 31, in which case D1 will be 30; and

• " D2 " is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

• (vii) if " 30E/360 " or " Eurobond Basis " is specified in the Pricing Supplement, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

where:

[360 x (Y2 − Y1)] + [30 × (M2 − M1) + (D2 − D1)] Day Count Fraction =

360

" Y1 " is the year, expressed as a number, in which the first day of the Calculation Period falls;

" Y2 " is the year, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

" M1 " is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

" M2 " is the calendar month, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

" D1 " is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

" D2 " is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30; or

• (viii) if " 30E/360 (ISDA) " is specified in the Pricing Supplement, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

where:

==> picture [295 x 23] intentionally omitted <==

" Y1 " is the year, expressed as a number, in which the first day of the Calculation Period falls;

" Y2 " is the year, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

" M1 " is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

" M2 " is the calendar month, expressed as a number, in which the day immediately following the last day of the Calculation Period falls;

" D1 " is the first calendar day, expressed as a number, of the Calculation Period, unless (A) that day is the last day of February or (B) such number would be 31, in which case D1 will be 30; and

" D2 " is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (A) that day is the last day of February but not the Maturity Date or (B) such number would be 31, in which case D2 will be 30,

provided, however, that in each case the number of days in the Calculation Period is calculated from and including the first day of the Calculation Period to but excluding the last day of the Calculation Period.

" Early Redemption Amount " means, in relation to a Note other than a Zero Coupon Note, its Nominal Amount unless otherwise specified in the Pricing Supplement or, in relation to a Zero Coupon Note, as specified in Condition 51.1(d).

" Effective Date " means, with respect to any Floating Rate to be determined on an Interest Determination Date, unless otherwise specified in the Pricing Supplement, the first day of the Interest Accrual Period to which such Interest Determination Date relates.

" EURIBOR " means the Euro-Zone inter-bank offered rate.

" Euro-Zone " means the region comprising Member States of the European Economic Area that adopt the single currency in accordance with the Treaty establishing the European Union, as amended (the " Treaty ").

" Event of Default ", in respect of Unsubordinated Notes, has the meaning given in Condition 9(a) and, in respect of Subordinated Notes, has the meaning given in Condition 9(b).

" Exercise Notice " has the meaning given in Condition 51.1(f).

" Extraordinary Resolution " has the meaning given in Condition 11(a).

" Federal Funds Effective Rate US " means the volume weighted average rate at which depositary institutions lend balances at the Federal Reserve to other depositary institutions.

" Final Redemption Amount " means, in relation to a Note, its Nominal Amount unless otherwise specified in the Pricing Supplement.

“ Fixed Coupon Amount ” means the amount specified as such in (or calculated in accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the Subordinated Notes, in accordance with Condition 5A.4.

" HIBOR " means the Hong Kong inter-bank offered rate.

" Initial Call Date " means the first occurring Optional Redemption Date (if any).

“ Instalment Amount ” means the amount specified as such in (or calculated in accordance with the provisions of) the relevant Pricing Supplement.

" Interest Amount " means the amount of interest payable, and in the case of Fixed Rate Notes, means the Fixed Coupon Amount, Broken Amount or the amount calculated pursuant to Condition 4(a)(iii), as the case may be and as it may be adjusted, in the case of the Subordinated Notes, in accordance with Condition 5A.4.

" Interest Accrual Period " means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date, except that the final Interest Accrual Period ends on (but excludes) the Maturity Date or the date of any earlier redemption of a Note in accordance with the Conditions, or any other period specified in the Pricing Supplement.

" Interest Commencement Date " means the Issue Date or such other date as may be specified in the Pricing Supplement.

" Interest Determination Date " means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such in the Pricing Supplement or, if none is so specified:

• (i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or if the Notes are BBSW Notes or BKBM Notes;

• (ii) except for BBSW Notes or BKBM Notes, the day falling two Business Days for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro; or

• (iii) the day falling two TARGET2 Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro.

" Interest Payment Date(s) " means the date or dates specified in the Pricing Supplement and, unless otherwise specified in the Pricing Supplement, the final Interest Payment Date shall be the Maturity Date or such earlier date on which the relevant Notes are redeemed in accordance with the Conditions.

" Interest Period " means, unless otherwise specified in the Pricing Supplement, the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date, except that the final Interest Period ends on (but excludes) the Maturity Date or the date of any earlier redemption of a Note in accordance with the Conditions.

" Interest Period Date " means each Interest Payment Date unless otherwise specified in the

Pricing Supplement.

" ISDA Definitions " means, the 2006 ISDA Definitions (as amended and updated as at the date of issue of the first Tranche of the Notes of the relevant Series (as specified in the relevant Pricing Supplement)) as published by the International Swaps and Derivatives Association, Inc.

• " Issue Date " means the date of issue of the Notes as specified in the Pricing Supplement.

" JIBAR " means the Johannesburg inter-bank offered rate.

" LIBOR " means the London inter-bank offered rate.

“ Maturity Date ” in respect of a Note, means the maturity date of that Note.

“ Maximum Redemption Amount ” means the amount specified as such in (or calculated in accordance with the provisions of) the relevant Pricing Supplement.

“ Minimum Redemption Amount ” means the amount specified as such in (or calculated in accordance with the provisions of) the relevant Pricing Supplement.

" MosPrime " means the Moscow inter-bank offered rate.

" MXN-TIIE-MEX06 " means the Tasa de Interés Interbancaria de Equilibrio for MXN for a period of 28 days published by the Banco de México (Mexican Central Bank).

" NIBOR " means the Oslo inter-bank offered rate.

" Nominal Amount " in respect of a Note, means the outstanding nominal amount of that Note as it may be adjusted, in the case of a Subordinated Note, in accordance with Condition 5A.4.

" Offshore Associate " has the meaning given in Condition 51.1(g).

“ Optional Redemption Amount ” means the amount specified as such in (or calculated in accordance with the provisions of) the relevant Pricing Supplement as it may be adjusted, in the case of the Subordinated Notes, in accordance with Condition 5A.4.

“ Optional Redemption Date ” means the date or dates specified as such in the relevant Pricing Supplement.

" PRIBOR " means the Prague inter-bank offered rate.

" Principal Financial Centre " means, in relation to a Specified Currency or any other currency, the principal financial centre of the country of that Specified Currency or other currency, which in the case of euro, is the Euro-Zone.

" Rate of Interest " means the rate of interest payable from time to time in respect of this Note and that is either specified in the relevant Pricing Supplement or calculated in accordance with these Conditions and the provisions set out in the Pricing Supplement.

" Record Date " has the meaning given in Condition 6(b)(ii).

" Redemption Amount(s) " means the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount, Maximum Redemption Amount or Minimum Redemption Amount, as the case may be.

" Reference Banks " means (other than in relation to BBSW Notes or BKBM Notes, separate provisions for which are contained in Condition 4(d)) the institutions specified as such in the Pricing Supplement or, if none, four major banks selected by the Calculation Agent in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the Reference Rate specified in the Pricing Supplement which, if the relevant Reference Rate is EURIBOR, shall be the Euro-Zone.

" Reference Rate " means LIBOR, Federal Funds Effective Rate US, EURIBOR, CDOR, CMS Rate, SHIBOR, HIBOR, SIBOR, STIBOR, NIBOR, JIBAR, TRYIBOR, MXN-TIIE-MEX06, PRIBOR, MosPrime or such other rate as specified in the relevant Pricing Supplement.

" Relevant Date " has the meaning given in Condition 7 ( Taxation ).

" Relevant Financial Centre " means, with respect to any Floating Rate to be determined in accordance with Screen Rate Determination on an Interest Determination Date:

• (i) (A) in the case of BBSW Notes, Sydney (B) in the case of BKBM Notes, either Wellington or Auckland, New Zealand or (C) in either case such other financial centre as may be specified in the Pricing Supplement; and

• (ii) in all other cases, the financial centre specified as such in the Pricing Supplement or, if none is so specified, the Principal Financial Centre with which the relevant Reference Rate is most closely connected (which, where the Specified Currency is euro, shall be the Euro-Zone) or, if none is so connected, London.

" Relevant Time " with respect to any Interest Determination Date, unless otherwise specified in the Pricing Supplement, in the case of BBSW Notes is 10.10 a.m. Sydney time, in the case of the BKBM Notes is 10.45 a.m. Wellington time, in the case of LIBOR is 11.00 a.m. London time, in the case of EURIBOR is 11.00 a.m. Brussels time, in the case of CDOR is 10.00 a.m. Toronto time, in the case of SHIBOR is 11.30 a.m. Beijing time, in the case of HIBOR is 11.00 a.m. Hong Kong time, in the case of SIBOR is 11.00 a.m. Singapore time, in the case of STIBOR is 11.00 a.m. Stockholm time, in the case of NIBOR is 12.00 p.m. Oslo time, in the case of JIBAR is 11.00 a.m. Johannesburg time, in the case of TRYIBOR is 11.15 a.m. Istanbul time, in the case of MXN-TIIE-MEX06 is 11.00 a.m. Mexico City time, in the case of PRIBOR is 1.00 p.m. Prague time and in the case of MosPrime is 12.30 p.m. Moscow time or such other time as may be specified in the relevant Pricing Supplement. The Relevant Time in the case of CNH HIBOR will be specified in the relevant Pricing Supplement.

" SHIBOR " means the Shanghai inter-bank rate.

" SIBOR " means the Singapore inter-bank offered rate.

" Solvent " means at any time in respect of ANZBGL:

• (i) it is able to pay all its debts as and when they become due and payable; and

• (ii) its assets exceed its liabilities, in each case determined on an unconsolidated stand-alone basis.

" Specified Currency " means the currency specified as such in the Pricing Supplement or, if none is specified, the currency in which the Notes are denominated.

" Specified Maturity " has the meaning given in the relevant Pricing Supplement.

" STIBOR " means the Stockholm inter-bank offered rate.

" TARGET2 Business Day " means a day on which the TARGET2 System is open.

" TARGET2 System " means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System.

" TRYIBOR " means the Turkish inter-bank offered rate.

• (n) Calculation Agent and Reference Banks

The Issuer and, if applicable, the Guarantor shall procure that there shall at all times be four Reference Banks (or such other number as may be required) with offices in the Relevant Financial Centre and one or more Calculation Agents if provision is made for them in the Pricing Supplement and for so long as any Note is outstanding (as defined in the Agency Agreement). If any Reference Bank (acting through its relevant offices) is unable or unwilling to continue to act as a Reference Bank, then the Issuer or, failing which and if applicable, the Guarantor shall appoint another Reference Bank with an office in the Relevant Financial Centre to act as such in its place. Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount, Instalment Amount, Final Redemption Amount or Optional Redemption Amount or to comply with any other requirement, the Issuer or, failing which and if applicable, the Guarantor shall appoint a leading bank or investment banking firm engaged in the inter-bank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.

(o) Linear Interpolation

Where Linear Interpolation is specified as being applicable in respect of an Interest Period in the applicable Pricing Supplement, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate or the relevant Floating Rate Option, as applicable, one of which shall be determined as if the Designated Maturity or Specified Maturity, as applicable, as specified in the applicable Pricing Supplement, were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which rates are available next longer than the length of the relevant Interest Period, provided, however, that if there is no rate available for the period of time next shorter or, as the case may be, next longer, then the Calculation Agent shall determine such rate at such time and by reference to such sources as it determines appropriate.

(p) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4 ( Interest and other Calculations ) shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Guarantor (if applicable), the Calculation Agent, the Fiscal Agent, the other Paying Agents (if any), the Registrar and all Noteholders, Receiptholders and Couponholders and (in the absence as aforesaid) no liability to the Issuer, the Noteholders, the Receiptholders or the Couponholders shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

(q) Conditions of Payment — Subordinated Notes

Prior to the commencement of the winding-up of ANZBGL (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency):

• (i) the obligations of ANZBGL to make payments of principal of, any interest on, and any other payments, including additional amounts, in respect of the Subordinated Notes will be conditional on ANZBGL being Solvent at the time of such payment by ANZBGL; and

• (ii) no payment of principal of, any interest on, and any other payments, including additional amounts, in respect of the Subordinated Notes shall be made unless ANZBGL is Solvent immediately after making such payment,

and if, pursuant to this Condition, ANZBGL fails to make any payment of principal of, or interest on, or any other payment, including additional amounts, in respect of any Subordinated Note when due, such failure will not constitute an Event of Default for the purposes of Condition 9(b)(ii).

A certificate signed by ANZBGL, two authorised signatories or an auditor of ANZBGL or, if ANZBGL is being wound up, its liquidator as to whether ANZBGL is Solvent at any time is (in the absence of wilful default, bad faith or manifest error) conclusive evidence of the information contained in the certificate and will be binding on the Subordinated Noteholders. In the absence of any such certificate, the Subordinated Noteholders are entitled to assume (unless the contrary is proved) that ANZBGL is Solvent at the time of, and will be Solvent immediately after, any payment on or in respect of the Subordinated Notes.

Any amount not paid on account of this Condition remains and accumulates as a debt owing and is payable on the first date on and to the extent to which the amount is able to be paid in compliance with this Condition.

1. Redemption, Purchase and Options

2. (a) Redemption by Instalments and Final Redemption

3. (i) Unless previously redeemed, purchased and cancelled as provided in this Condition 5 or unless the relevant Instalment Date (being one of the dates so specified in the Pricing Supplement) is extended pursuant to any Issuer's or Noteholder's option in accordance with Condition 5(e) or 5(f), each Note that provides for Instalment Dates and Instalment Amounts shall be partially redeemed on each Instalment Date at the related Instalment Amount specified in the Pricing Supplement. The outstanding Nominal Amount of each such Note shall be reduced by the Instalment Amount (or, if such Instalment Amount is calculated by reference to a proportion of the Nominal Amount of such Note, such proportion) for all purposes with effect from the related Instalment Date, unless payment of the Instalment Amount is improperly withheld or refused on presentation of the related Receipt, in which case, such amount shall

remain outstanding until the Relevant Date relating to such Instalment Amount. A Subordinated Note will not provide for redemption by Instalments.

• (ii) Unless previously redeemed, purchased and cancelled, Converted or Written-Off as provided below or its maturity is extended pursuant to any Issuer's or Noteholder's option in accordance with Condition 5(e) or 5(f), each Note shall be finally redeemed on the Maturity Date specified in the Pricing Supplement at its Final Redemption Amount or, in the case of a Note falling within paragraph (i) above, its final Instalment Amount.

• (b) Redemption for Taxation Reasons Applicable to all Notes

If, as a result of any change in or amendment to the laws or regulations of the jurisdiction of incorporation of the Issuer and/or, where the Issuer is acting through its branch, the jurisdiction, country or territory in which the branch through which the Issuer is acting as specified in the relevant Pricing Supplement is located and/or, if applicable, the jurisdiction of incorporation of the Guarantor, or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations or any ruling, confirmation or advice from any taxing authority, which change or amendment or ruling becomes effective on or after the Issue Date (and in respect of any Subordinated Note, which ANZBGL did not expect as at the Issue Date of that Subordinated Note) shown on the face of any Note:

• (i) in the case of any Note (other than a Subordinated Note), the Issuer or, if applicable, the Guarantor (if the Guarantor was or is obliged to make a payment under the Guarantee) has or will become obliged to pay additional amounts as provided in Condition 7 (Taxation);

• (ii) in the case of any Subordinated Note only and if specified in the Pricing Supplement, ANZBGL or the consolidated tax group of which it is a member would be exposed to more than a de minimis amount of other taxes, levies, imposts, charges and duties (including stamp and transaction duties) imposed by any authority together with any related interest, penalties and expenses in connection with them, assessments or other governmental charges in connection with any Note; or

• (iii) in the case of any Subordinated Note only and if specified in the Pricing Supplement, ANZBGL determines that any interest payable on any Note is not, or may not be, allowed as a deduction for the purposes of Australian income tax,

the Issuer may at its option, at any time (if this Note is neither a Floating Rate Note nor an Index Linked Interest Note) or on any Interest Payment Date (in the case of Floating Rate Notes or Index Linked Interest Notes), on giving not more than 60 nor less than 30 days' notice to the Noteholders of the relevant Series (which notice shall be irrevocable) redeem all, but not some only, of the Notes of the relevant Series at their Early Redemption Amount together with interest accrued to the date fixed for redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, if applicable, the Guarantor would be obliged to pay such additional amounts were a payment in respect of the Notes then due or (as the case may be) an obligation to make a payment under the Guarantee were then made. Prior to the publication of any notice of redemption pursuant to this Condition 5(b), the Issuer shall deliver to the Fiscal Agent a certificate signed by two persons each of whom is either a Director, a Senior Executive, an authorised representative or of equivalent status of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of the facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred.

For the purposes of this Condition 5(b):

“Taxes” means taxes, levies, imposts, deductions, charges or withholdings and duties (including stamp and transaction duties) imposed by any authority together with any related interest, penalties and expenses in connection with them.

(a) Redemption of Subordinated Notes for Regulatory Reasons

If specified in the relevant Pricing Supplement, if a Regulatory Event occurs, ANZBGL may at its option, at any time (if the Subordinated Note is not a Floating Rate Note) or on any Interest Payment Date (in the case of a Subordinated Note that is a Floating Rate Note) on giving not more than 60 nor less than 30 days' notice to the Subordinated Noteholders of the relevant Series (which notice shall be irrevocable) redeem all, but not some only, of the Subordinated Notes of the relevant Series at the Early Redemption Amount together with interest accrued to the date fixed for redemption. Prior to the publication of any notice of redemption pursuant to this Condition 5(a), ANZBGL shall deliver to the Fiscal Agent a certificate signed by two persons each of whom is either a Director, a Senior Executive, an authorised representative or of equivalent

status of ANZBGL stating that ANZBGL is entitled to effect such redemption and setting forth a statement of the facts showing that the conditions precedent to the right of ANZBGL so to redeem have occurred.

For the purposes of this Condition 5

“Regulatory Event” means ANZBGL determines, having received:

• (a) an opinion from a reputable legal counsel that as a result of any amendment to, clarification of or change (including any announcement of a prospective change) in, any law or regulation of the Commonwealth of Australia, or any official administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment, clarification or change is effective, or pronouncement, action or decision is announced, after the Issue Date; or

• (b) a written statement from APRA after the Issue Date,

that, in each case, ANZBGL is not or will not be entitled to treat all Subordinated Notes of a Series as Tier 2 Capital, provided that, in each case, on the Issue Date of the Subordinated Notes, ANZBGL did not expect that matters giving rise to the Regulatory Event would occur.

• (d) Early Redemption of Zero Coupon Notes

• (i) The Early Redemption Amount payable in respect of any Zero Coupon Note that does not bear interest prior to the Maturity Date, the Early Redemption Amount of which is not linked to an index and/or a formula, upon redemption of such Note pursuant to Condition 5(b), (e) or (f) or upon it becoming due and payable as provided in Condition 9 ( Events of Default ), shall be the Amortised Face Amount (calculated as provided below) of such Note unless otherwise specified in the Pricing Supplement.

• (ii) Subject to the provisions of sub-paragraph (iii) below, the " Amortised Face Amount " of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted to the date of its early redemption at a rate per annum (expressed as a percentage) equal to the " Amortisation Yield " (which, if none is set out in the Pricing Supplement, shall be such rate as would produce an Amortised Face Amount equal to the Issue Price of the Notes if such Notes were discounted back from the Maturity Date to the Issue Date) compounded annually. Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction set out in the Pricing Supplement.

• (iii) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 5(b), (e) or (f) or upon it becoming due and payable as provided in Condition 9 ( Events of Default ) is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph (ii) above, except that such sub-paragraph shall have effect as though the reference therein to the date on which the Note becomes due and payable were replaced by a reference to the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph shall continue to be made (after, as well as before, judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 4(f).

Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction.

• (e) Redemption at the Option of the Issuer and Exercise of Issuer's Options

If a Call Option is included in the Pricing Supplement, the Issuer may, on giving not less than five or more than 30 days' irrevocable notice (subject to such other notice period as may be specified in the Pricing Supplement under "Option Exercise Date(s)") to the Noteholders redeem, or exercise any Issuer's option (as may be described in the Pricing Supplement) in relation to, all or, if so provided, some of the Notes on any Optional Redemption Date (which, in the case of a Subordinated Note, may not be before the fifth anniversary of the Issue Date of that Subordinated Note). Any such redemption of Notes shall be at their Optional Redemption Amount together with interest accrued to the date fixed for redemption. Any such redemption or exercise of the Issuer's option shall only relate to Notes of a Nominal Amount at least equal to the Minimum Redemption

Amount to be redeemed specified in the Pricing Supplement and no greater than the Maximum Redemption Amount to be redeemed specified in the Pricing Supplement.

All Notes in respect of which any such notice is given shall be redeemed, or the Issuer's option shall be exercised, on the date specified in such notice in accordance with this Condition.

In the case of a partial redemption or a partial exercise of an Issuer's option, the notice to Noteholders shall also contain the certificate numbers of the Notes to be redeemed or in respect of which such option has been exercised, which shall have been drawn in such place as may be fair and reasonable in the circumstances, having regard to prevailing market practices and in such manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange requirements. So long as the Notes are listed on the Official List of the FCA and admitted to trading on the Regulated Market of the London Stock Exchange and/or admitted to listing, trading and/or quotation on any other listing authority, stock exchange and/or quotation system and the rules of the relevant listing authority, stock exchange and/or quotation system so require, the Issuer shall, once in each year in which there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in London (which is expected to be the Financial Times ), or as specified by such other listing authority, stock exchange and/or quotation system, a notice specifying the aggregate principal amount of Notes outstanding and a list of the Notes drawn for redemption but not surrendered.

(f) Redemption at the Option of Noteholders and Exercise of Noteholders' Options

If Put Option is specified in the Pricing Supplement, the Issuer shall, at the option of the holder of such Note, upon the holder of such Note giving not less than 15 nor more than 30 days' notice to the Issuer (subject to such other notice period as may be specified in the Pricing Supplement, under "Option Exercise Date(s)"), redeem such Note on the Optional Redemption Date(s) so provided at its Optional Redemption Amount together with interest accrued to the date fixed for redemption.

To exercise such option or any other Noteholder's option that may be set out in the Pricing Supplement the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Receipts and Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed option exercise notice (" Exercise Notice ") in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period. No Note or Certificate so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer, except that such Note or Certificate will be returned to the relevant Noteholder by the Paying Agent, the Registrar or Transfer Agent with which it has been deposited if, prior to the due date for its redemption or the exercise of the option, the Note becomes immediately due and payable or if upon due presentation payment of the redemption moneys is not made or exercise of the option is denied.

A Put Option may not be specified in the Pricing Supplement in respect of Subordinated Notes.

(g) Purchases

Where ANZBGL is the Issuer of this Note, ANZBGL is taken to represent as at the date of issue of this Note, that it does not know, or have any reasonable grounds to suspect, that this Note or any interest in this Note is being or will later be, acquired either directly or indirectly by an Offshore Associate of ANZBGL (acting other than in the capacity of a dealer, manager or underwriter in relation to the placement of this Note or a clearing house, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Corporations Act 2001 of Australia (“ Corporations Act ”)).

" Offshore Associate " means an associate (as defined in section 128F of the Australian Tax Act) of ANZBGL that is either a non-resident of the Commonwealth of Australia which does not acquire the Notes in carrying on a business at or through a permanent establishment in Australia or, alternatively, a resident of Australia that acquires the Notes in carrying on business at or through a permanent establishment outside of Australia.

Except in the case of Subordinated Notes, the Issuer, the Guarantor and any of their respective subsidiaries may, to the extent permitted by applicable laws and regulations, at any time purchase Notes (provided that all unmatured Receipts and Coupons and unexchanged Talons relating thereto are attached thereto or surrendered therewith) in the open market or otherwise.

Notes so purchased by the Issuer, the Guarantor or any of their respective subsidiaries may be surrendered by the purchaser through the Issuer to the Fiscal Agent or any Paying Agent for cancellation or may at the option of the Issuer, the Guarantor or the relevant subsidiary be held or resold.

In the case of Subordinated Notes, subject to Condition 5(i), ANZBGL and any of its Related Entities may, to the extent permitted by applicable laws and regulations, at any time purchase Subordinated Notes (provided that all unmatured Receipts and Coupons and unexchanged Talons relating thereto are attached thereto or surrendered therewith) in the open market or otherwise. Subordinated Notes so purchased by ANZBGL or any of its Related Entities may be surrendered by the purchaser through ANZBGL to the Fiscal Agent or any Paying Agent for cancellation or may at the option of ANZBGL or the relevant Related Entity be held or resold.

(h) Cancellation

All Notes redeemed by the Issuer or surrendered by the purchaser through the Issuer for cancellation pursuant to Condition 5(f) shall be surrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note together with all unmatured Receipts and Coupons and all unexchanged Talons to, or to the order of, the Fiscal Agent and, in the case of Registered Notes, by surrendering the Certificate representing such Notes to the Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured Receipts and Coupons and unexchanged Talons attached thereto or surrendered therewith). Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer in respect of any such Notes shall be discharged.

(i) Approval of APRA

Notwithstanding anything to the contrary in this Condition 5, ANZBGL may not redeem any Subordinated Notes under paragraph (b), (c), (e), or (g) above or prior to the Maturity Date purchase, or procure that any of its Related Entities purchase, any Subordinated Notes under paragraph (g) above without the prior written approval of APRA and ANZBGL will not be permitted to redeem any Subordinated Notes unless:

• (a) the Subordinated Notes are replaced concurrently or beforehand with Regulatory Capital of the same or better quality and the replacement of the Subordinated Note is done under conditions that are sustainable for ANZBGL’s income capacity; or

• (b) APRA is satisfied that ANZBGL's capital position is well above its minimum capital requirements after ANZBGL elects to redeem the Subordinated Notes.

Subordinated Noteholders should not expect that APRA’s approval will be given for any redemption or purchase of Subordinated Notes.

5A. Conversion or Write-Off of Subordinated Notes on Non-Viability Trigger Event

5A.1. Application to Subordinated Notes only

Conditions 5A, 5B and 5C apply only to Subordinated Notes. Schedule A to these Conditions (including the defined terms therein) shall be deemed to form part of, and be incorporated in, Condition 5B.

5A.2 Non-Viability Trigger Event

A “ Non-Viability Trigger Event ” means the earlier of:

• (i) the issuance to ANZBGL of a written determination from APRA that conversion or write-off of Relevant Securities is necessary because, without it, APRA considers that ANZBGL would become non-viable; or

• (ii) a determination by APRA, notified to ANZBGL in writing, that without a public sector injection of capital, or equivalent support, ANZBGL would become non-viable,

each such determination being a “ Non-Viability Determination ”.

5A.3 Conversion or Write-Off of Subordinated Notes on Trigger Event Date

If a Non-Viability Trigger Event occurs:

• (i) on the Trigger Event Date, subject only to Condition 5B.5, such Nominal Amount of the Subordinated Notes will immediately Convert or be Written-Off (whichever is applicable as specified in the Pricing Supplement) as is required by the Non-Viability Determination provided that, where such Non-Viability Determination does not require all Relevant Securities to be converted into Ordinary Shares or written-off, such Nominal Amount of the Subordinated Notes shall Convert or be Written-Off (as applicable) as is sufficient (determined by ANZBGL in accordance with Condition 5A.3(ii)) to satisfy APRA that ANZBGL is viable without further conversion or write-off;

• (ii) ANZBGL will determine the Nominal Amount of Subordinated Notes which must be Converted or Written-Off (as applicable) in accordance with Condition 5A.3(i), on the following basis:

• (a) first, convert into Ordinary Shares or write-off all Relevant Tier 1 Securities; and

• (b) secondly, if conversion into Ordinary Shares or write-off of all Relevant Tier 1 Securities is not sufficient to satisfy the requirements of Condition 5A.3(i) (and provided that as a result of the conversion or write-off of Relevant Tier 1 Capital Securities APRA has not withdrawn the Non-Viability Determination), Convert or Write-Off (as applicable) a Nominal Amount of Subordinated Notes and convert into Ordinary Shares or write-off a number or principal amount of other Relevant Tier 2 Securities on an approximately prorata basis or in a manner that is otherwise, in the opinion of ANZBGL, fair and reasonable (subject to such adjustment as ANZBGL may determine to take into account the effect on marketable parcels and the need to round to whole numbers the number of Ordinary Shares and the authorised denominations of the Nominal Amount of any Subordinated Note or the number or principal amount of other Relevant Tier 2 Securities remaining on issue, and the need to effect the conversion immediately) and, for the purposes of this Condition 5A.3(ii)(b), where the specified currency of the principal amount of Relevant Tier 2 Securities is not the same for all Relevant Tier 2 Securities, ANZBGL may treat them as if converted into a single currency of ANZBGL’s choice at such rate of exchange as ANZBGL in good faith considers reasonable,

provided that such determination does not impede or delay the immediate Conversion or Write-Off (as applicable) of the relevant Nominal Amount of Subordinated Notes;

• (iii) on the Trigger Event Date, ANZBGL shall determine the Subordinated Notes or portions thereof as to which the Conversion or Write-Off (as applicable) is to take effect and in making that determination may make any decisions with respect to the identity of the Subordinated Noteholders at that time as may be necessary or desirable to ensure Conversion or Write-off (as applicable) occurs in an orderly manner, including disregarding any transfers of Subordinated Notes that have not been settled or registered at that time provided that such determination does not impede or delay the immediate Conversion or Write-Off (as applicable) of the relevant Nominal Amount of Subordinated Notes;

• (iv) ANZBGL must give notice of its determination pursuant to Condition 5A.3(iii) (a “ Trigger Event Notice ”) as soon as practicable to the Subordinated Noteholders, which must specify:

• (a) the Trigger Event Date;

• (b) the Nominal Amount of the Subordinated Notes Converted or Written-Off (as applicable); and

• (c) the relevant number or principal amount of other Relevant Securities converted or written-off;

• (v) none of the following events shall prevent, impede or delay the Conversion or Write-Off (as applicable) of Subordinated Notes as required by Condition 5A.3(i):

• (a) any failure or delay in the conversion or write-off of other Relevant Securities;

• (b) any failure or delay in giving a Trigger Event Notice;

• (c) any failure or delay by a Subordinated Noteholder or any other party in complying with the provisions of Condition 5A.4;

• (d) any requirement to select or adjust the number or Nominal Amount of Subordinated Notes to be Converted or Written-Off (as applicable) in accordance with Condition 5A.3(ii)(b); and

• (e) in the case of Conversion only, any failure or delay in quotation of Ordinary Shares to be issued on Conversion.

If a Non-Viability Determination takes effect, ANZBGL must perform the obligations in respect of the determination immediately on the day it is received by ANZBGL, whether or not such day is a Business Day.

5A.4 Conversion or Write-Off of a whole or of a portion of a Subordinated Note

Subject to Condition 5D.2(iii)(b), in respect of any Subordinated Note which is Converted or Written-Off:

• (i) ANZBGL shall notify the Fiscal Agent (in the case of a Bearer Note) or the Registrar (in the case of a Registered Note) of the Nominal Amount of such Subordinated Note that has been Converted or Written-Off (whether in whole or in part) and instruct the Fiscal Agent (in the case of a Bearer Note) or the Registrar (in the case of a Registered Note) to reflect this Conversion or Write-Off (as applicable) in any relevant form of note or certificateand the Register (as applicable) so that the Nominal Amount of such Subordinated Note is reduced in the case of a Subordinated Note Converted or Written-Off in whole, to zero, or, in the case of a Subordinated Note which is Converted or Written-Off in part, to an amount equal to the nonConverted or non-Written-Off (as applicable) portion of the Nominal Amount of such Subordinated Note;

• (ii) in the case of a Subordinated Note which is Converted or Written-Off only in part:

• (a) where the date of the Conversion or Write-off is not an Interest Payment Date, the amount of interest payable in respect of that Subordinated Note on each Interest Payment Date falling after that date will be reduced and calculated on the Nominal Amount of that Subordinated Note as reduced on that date;

• (b) for the purposes of any interest calculation, the Interest Amount, the Fixed Coupon Amount, Broken Amount, the Calculation Amount and any related amount in respect of that Subordinated Note shall be reduced in the same proportion as the Nominal Amount Converted or Written-Off in respect of that Subordinated Note bears to the Nominal Amount of that Subordinated Note before such Conversion or Write-Off;

• (c) the Early Redemption Amount, the Final Redemption Amount, the Optional Redemption Amount, the Specified Denomination and principal amount or any related amount shall be reduced in the same proportion as the Nominal Amount Converted or Written-Off in respect of that Subordinated Note bears to the Nominal Amount of that Subordinated Note before such Conversion or Write-Off; and

• (iii) if a definitive note or certificate has been issued to the relevant Subordinated Noteholder in respect of such Subordinated Note, then, if ANZBGL so requires, such Subordinated Noteholder shall surrender such definitive note or certificate to ANZBGL (or, if ANZBGL so directs, to the Registrar) and, in the case of a Subordinated Note which is Converted or Written-Off only in part, ANZBGL shall deliver to the Subordinated Noteholder, a new definitive note or certificate for a Subordinated Note with a Nominal Amount equal to the non-Converted or non-Written-Off (as applicable) portion of the Nominal Amount of such Subordinated Note.

5B. Conversion of Subordinated Notes

5B.1 Conversion of Subordinated Notes on Trigger Event Date

Unless “Write-Off Applicable” is specified in the relevant Pricing Supplement, Condition 5B shall apply to the Subordinated Notes and, notwithstanding any other provision in these Conditions, on the Trigger Event Date the relevant Nominal Amount (as determined under Condition 5A.3) of the Subordinated Notes will Convert immediately and irrevocably.

From the Trigger Event Date, subject to Conditions 5B.5 and 5B.6(iii)(c) ANZBGL shall treat any Subordinated Noteholder of any Subordinated Note or portion thereof which is required to be Converted as the holder of the relevant number of Ordinary Shares and will take all such steps, including updating any register, required to record the Conversion and the issuance of such Ordinary Shares.

5B.2 Provision of information

Where a Nominal Amount of Subordinated Notes is required to be Converted under Condition 5B, a Subordinated Noteholder of Subordinated Notes or portion thereof that are subject to Conversion wishing to receive Ordinary Shares must, no later than the Trigger Event Date (or, in

the case where Condition 5B.4(v) applies, within 30 days of the date on which Ordinary Shares are issued upon such Conversion), have provided to ANZBGL:

• (i) its name and address (or the name and address of any person in whose name it directs the Ordinary Shares to be issued) for entry into any register of title and receipt of any certificate or holding statement in respect of any Ordinary Shares;

• (ii) the security account details of such Subordinated Noteholder in the clearing system or such other account to which the Ordinary Shares may be credited; and

• (iii) such other information as is reasonably requested by ANZBGL for the purposes of enabling it to issue the Conversion Number of Ordinary Shares to such Subordinated Noteholder,

and ANZBGL has no duty to seek or obtain such information.

5B.3 Failure to Convert

Subject to Condition 5B.4 and Condition 5B.5, if, in respect of a Conversion of Subordinated Notes, ANZBGL fails to issue, on the Trigger Event Date, the Conversion Number of Ordinary Shares in respect of the relevant Nominal Amount of such Subordinated Notes to, or in accordance with the instructions of, the relevant Subordinated Noteholder on the Trigger Event Date or any other nominee where Condition 5B.4 applies, the Nominal Amount of such Subordinated Notes which would otherwise be subject to Conversion shall remain on issue and outstanding until:

• (i) the Ordinary Shares are issued to, or in accordance with the instructions of, the Subordinated Noteholder of such Subordinated Notes; or

• (ii) such Subordinated Notes are Written-Off in accordance with these Conditions;

provided, , that the sole right of the Subordinated Noteholder in respect of Subordinated Notes or portion thereof that are subject to Conversion is its right to be issued Ordinary Shares upon Conversion (subject to its compliance with Condition 5B.2 or to receive the proceeds from their sale pursuant to Condition 5B.4, as applicable) and the remedy of such Subordinated Noteholder in respect of ANZBGL’s failure to issue the Ordinary Shares is limited (subject always to Condition 5B.5) to seeking an order for specific performance of ANZBGL’s obligation to issue the Ordinary Shares to the Subordinated Noteholder or where Condition 5B.4 applies to the nominee and to receive such proceeds of sale, in each case, in accordance with the terms of the Subordinated Notes. This Condition 5B.3 does not affect the obligation of ANZBGL to issue the Ordinary Shares when required in accordance with these Conditions.

5B.4 Issue to nominee

If, in respect of a Subordinated Note and a Subordinated Noteholder of that Subordinated Note, the Subordinated Note or portion thereof is required to be Converted and:

• (i) the Subordinated Noteholder has notified ANZBGL that it does not wish to receive Ordinary Shares as a result of the Conversion (whether entirely or to the extent specified in the notice), which notice may be given at any time prior to the Trigger Event Date;

• (ii) the Subordinated Notes are held by a Subordinated Noteholder whose address in the register is a place outside Australia or who ANZBGL otherwise believes may not be a resident of Australia (a “ Foreign Holder ”);

• (iii) for any reason (whether or not due to the fault of the Subordinated Noteholder) ANZBGL has not received the information required by Condition 5B.2 prior to the Trigger Event Date and the lack of such information would prevent ANZBGL from issuing the Ordinary Shares to the Subordinated Noteholder on the Trigger Event Date; or

• (iv) in the Pricing Supplement applicable to that Subordinated Note the Alternative Conversion Number is specified as applicable,

then, on the Trigger Event Date:

• (v) where Condition 5B.4(i) or 5B.4(ii) applies, ANZBGL shall issue the Ordinary Shares to the Subordinated Noteholder only to the extent (if at all) that:

• (a) where Condition 5B.4(i) applies, the Subordinated Noteholder has notified ANZBGL that it wishes to receive them;

• (b) where Condition 5B.4(ii) applies, ANZBGL is satisfied that the laws of both the Commonwealth of Australia and the Foreign Holder’s country of residence permit the issue of Ordinary Shares to the Foreign Holder (but as to which ANZBGL is not bound to enquire), either unconditionally or after compliance with conditions which ANZBGL in its absolute discretion regards as acceptable and not unduly onerous;

and, to the extent ANZBGL is not obliged to issue Ordinary Shares to the Subordinated Noteholder, ANZBGL will issue the balance of the Ordinary Shares to the nominee in accordance with Condition 5B.4(v); and

• (vi) otherwise, subject to applicable law, ANZBGL will issue the balance of Ordinary Shares in respect of the Subordinated Noteholder to a competent nominee (which may not be ANZBGL or any of its Related Entities) and will promptly notify such Subordinated Noteholder of the name of and contact information for the nominee and the number of Ordinary Shares issued to the nominee on its behalf and, subject to applicable law and:

• (a) subject to Condition 5B.4(v)(b), the nominee will as soon as reasonably possible and no later than 35 days after issue of the Ordinary Shares sell those Ordinary Shares and pay a cash amount equal to the net proceeds received, after deducting any applicable brokerage, stamp duty and other taxes and charges, to the Subordinated Noteholder; and

• (b) where Condition 5B.4(iii) applies, the nominee will hold such Ordinary Shares and will transfer Ordinary Shares to such Subordinated Noteholder promptly after such Subordinated Noteholder provides the nominee with the information required to be provided by such Subordinated Noteholder under Condition 5B.2 (as if a reference in Condition 5B.2(iii) to ANZBGL is a reference to the nominee and a reference to the issue of Ordinary Shares is a reference to the transfer of Ordinary Shares) but only where such information is provided to the nominee within 30 days of the date on which Ordinary Shares are issued to the nominee upon Conversion of such Subordinated Note and failing which the nominee will sell the Ordinary Shares and pay the proceeds to such Subordinated Noteholder in accordance with Condition 5B.4(v)(a);

• (vii) nothing in this Condition 5B.4 shall affect the Conversion of the Subordinated Notes of a Subordinated Noteholder who is not a person to which any of Condition 5B.4(i) to 5B.4(iii) (inclusive) applies; and

• (viii) for the purposes of this Condition 5B.4, none of ANZBGL or the nominee owes any obligations or duties to the Subordinated Noteholders in relation to the price at which Ordinary Shares are sold or has any liability for any loss suffered by a Subordinated Noteholder as a result of the sale of Ordinary Shares.

5B.5 Write-Off of Subordinated Notes due to Inability Event

Notwithstanding any other provision of Condition 5B and provided that "Write-Off – Applicable" is not specified in the relevant Pricing Supplement, where Subordinated Notes are required to be Converted on the Trigger Event Date and an Inability Event exists, and Conversion of the relevant Nominal Amount of the Subordinated Notes that are subject to Conversion has not been effected within five Business Days after the relevant Trigger Event Date:

• (i) to the extent such event prevents ANZBGL from Converting the relevant Nominal Amount of Subordinated Notes which, but for this Condition 5B.5, would be Converted, the relevant Nominal Amount of those Subordinated Notes will not be Converted and instead will be Written-Off on the expiry of the fifth Business Day after the Trigger Event Date; and

• (ii) ANZBGL shall notify the Subordinated Noteholders as promptly as practically possible that Conversion of the relevant Nominal Amount of the Subordinated Notes has not occurred due to an Inability Event and that such Nominal Amount of the Subordinated Notes has been Written-Off.

5B.6 Subordinated Noteholder acknowledgements

Each Subordinated Noteholder irrevocably:

• (i) consents to becoming a member of ANZBGL upon the Conversion of the relevant Nominal Amount of Subordinated Notes as required by this Condition 5B and agrees to be bound by the constitution of ANZBGL, in each case in respect of the Ordinary Shares issued to such Subordinated Noteholder on Conversion;

• (ii) acknowledges and agrees that it is obliged to accept Ordinary Shares upon a Conversion of the Nominal Amount Subordinated Notes it holds notwithstanding anything that might otherwise affect a Conversion of such Nominal Amount of Subordinated Notes including:

• (a) any change in the financial position of ANZBGL since the issue of such Subordinated Notes;

• (b) any disruption to the market or potential market for the Ordinary Shares or to capital markets generally; or

• (c) any breach by ANZBGL of any obligation in connection with such Subordinated Notes;

• (iii) acknowledges and agrees that where Condition 5A.3 applies:

• (a) there are no other conditions to a Non-Viability Trigger Event occurring as and when provided in Condition 5A.2;

• (b) Conversion must occur immediately on the occurrence of a Non-Viability Trigger Event and that may result in disruption or failures in trading or dealings in the Subordinated Notes;

• (c) it will not have any rights to vote in respect of any Conversion and that the Subordinated Note does not confer a right to vote at any meeting of members of ANZBGL; and

• (d) the Ordinary Shares issued on Conversion may not be quoted at the time of issue, or at all;

• (iv) acknowledges and agrees that where Condition 5B.5 applies, no conditions or events will affect the operation of that Condition and such Subordinated Noteholder will not have any rights to vote in respect of any Write-Off under that Condition and has no claim against ANZBGL arising in connection with the application of that Condition;

• (v) acknowledges and agrees that such Subordinated Noteholder has no right to request a Conversion of any Nominal Amount of any Subordinated Notes or to determine whether (or in what circumstances) the Nominal Amount of Subordinated Notes it holds is Converted; and

• (vi) acknowledges and agrees that none of the following shall prevent, impede or delay the Conversion or (where relevant) Write-Off of the Nominal Amount of Subordinated Notes:

• (a) any failure to or delay in the conversion or write-off of other Relevant Securities;

• (b) any failure or delay in giving a Trigger Event Notice or other notice required by this Condition 5B;

• (c) any failure or delay in quotation of the Ordinary Shares to be issued on Conversion;

• (d) any failure or delay by a Subordinated Noteholder or any other party in complying with the provisions of Condition 5A.4; and

• (e) any requirement to select or adjust the number or Nominal Amount of Subordinated Notes to be Converted in accordance with Condition 5A.3(ii)(b).

5B.7 Meaning of “Written-Off”

For the purposes of Condition 5B, “Written-Off” shall mean that, in respect of a Subordinated Note or portion thereof that is otherwise subject to Conversion and a Trigger Event Date:

• (i) the Subordinated Note or portion thereof that is otherwise subject to Conversion will not be Converted on that date and will not be Converted or redeemed under these Conditions on any subsequent date; and

• (ii) on and from the expiry of the fifth Business Day after the relevant Trigger Event Date, the rights of the relevant Subordinated Noteholder of the Subordinated Note or portion thereof (including any right to receive payment thereunder including payments of interest both in the future and accrued but unpaid as at the Trigger Event Date) in relation to such Subordinated Note or portion thereof are immediately and irrevocably terminated and written-off; and

“Write-Off” has a corresponding meaning.

5C Write-Off of Subordinated Notes

5C.1 Write-Off of Subordinated Notes on Trigger Event Date

If "Write-Off – Applicable" is specified in the relevant Pricing Supplement, Condition 5C shall apply to the Subordinated Notes and on the Trigger Event Date the rights of the Subordinated Noteholder of the relevant Subordinated Notes in relation to the relevant Nominal Amount (as determined under Condition 5A.3) of the Subordinated Notes are Written-Off (as that term is defined for the purposes of Condition 5C).

Each Subordinated Noteholder irrevocably acknowledges and agrees that no conditions or events will affect the operation of this Condition 5C and such Subordinated Noteholder will not have any rights to vote in respect of any Write-Off under this Condition 5C.1.

5C.2 Meaning of “Written-Off”

For the purposes of this Condition 5C, “Written-Off” shall mean that, in respect of a Subordinated Note or portion thereof and a Trigger Event Date, the rights of the relevant Subordinated Noteholder (including to payment of interest with respect to such Nominal Amount, both in the future and as accrued but unpaid as at the Trigger Event Date) in relation to such Subordinated Note or portion thereof are immediately and irrevocably terminated and written-off, and “Write-Off” has a corresponding meaning.

5D Substitution of Issuer

5D.1 Application of this Conditions

Unless "Write-Off – Applicable" is specified in the relevant Pricing Supplement, this Condition 5D shall apply to the Subordinated Notes.

5D.2 Substitution of NOHC

Where:

• (i) either of the following occurs:

• (a) a takeover bid is made to acquire all or some of the Ordinary Shares and such offer is, or becomes, unconditional and either:

• (A) the bidder has at any time during the offer period, a relevant interest in more than 50% of the Ordinary Shares on issue; or

• (B) the directors of ANZBGL, acting as a board, issue a statement that at least a majority of its directors who are eligible to do so have recommended acceptance of such offer (in the absence of a higher offer); or

• (b) a court orders the holding of meetings to approve a scheme of arrangement under Part 5.1 of the Corporations Act, which scheme would result in a person having a relevant interest in more than 50% of the Ordinary Shares that will be on issue after the scheme is implemented and:

• (A) all classes of members of ANZBGL pass all resolutions required to approve the scheme by the majorities required under the Corporations Act, to approve the scheme; and

• (B) an independent expert issues a report that the proposals in connection with the scheme are in the best interests of the holders of Ordinary Shares; and

• (ii) the bidder or the person having a relevant interest in the Ordinary Shares in ANZBGL after the scheme is implemented (or any entity that Controls the bidder or the person having the relevant interest) is an Approved NOHC,

then ANZBGL without further authority, assent or approval of the Subordinated Noteholders may (but with the prior written approval of APRA):

• (iii) amend these Conditions such that, unless APRA otherwise agrees, on the date the Nominal Amount of Subordinated Notes is to be Converted:

• (a) each Subordinated Note that is being Converted in whole will be automatically transferred by each holder of such Subordinated Note free from encumbrance to the Approved NOHC on the date the Conversion is to occur;

• (b) in respect of each Subordinated Note that is being Converted only in part, on the date the Conversion is to occur:

• (A) the Nominal Amount of the Subordinated Note that is being Converted shall be reduced to an amount equal to the non-Converted portion of the Nominal Amount of such Subordinated Note in accordance with Condition 5A.4; and

• (B) the Approved NOHC will be taken to hold a new Subordinated Note with a Nominal Amount equal to the Converted portion of the Nominal Amount of the Subordinated Note being Converted;

provided that any failure or delay by a Subordinated Noteholder or any other party in complying with the provisions of Condition 5D.2(iii)(b) shall not prevent, impede or delay the Conversion or Write-Off of Subordinated Notes.

• (c) each holder (or a nominee in accordance with Condition 5B.2 or 5B.4 (as applicable)), which provisions shall apply, mutatis mutandis , to such Approved NOHC Ordinary Shares) of the Subordinated Note or portion thereof being Converted will be issued a number of Approved NOHC Ordinary Shares equal to the Conversion Number and the provisions of Schedule A to these Conditions shall apply (with any necessary changes) to the determination of the number of such Approved NOHC Ordinary Shares; and

• (d) as between ANZBGL and the Approved NOHC, each Subordinated Note held by the Approved NOHC as a result of Condition 5D.2(iii)(b) will be automatically Converted into a number of Ordinary Shares such that the total number of Ordinary Shares held by the Approved NOHC by reason of such Conversion increases by the number which equals the number of Approved NOHC Ordinary Shares issued by the Approved NOHC to holders on Conversion; and

• (iv) makes such other amendments as in ANZBGL’s reasonable opinion are necessary and appropriate to effect the substitution of an Approved NOHC as the provider of the ordinary shares on Conversion in the manner contemplated by these Conditions, including, where the terms upon which the Approved NOHC acquires ANZBGL are such that the number of Approved NOHC Ordinary Shares on issue immediately after the substitution differs from the number of Ordinary Shares on issue immediately before that substitution (not involving any cash payment or other distribution to or by the holders of any such shares), an adjustment to any relevant VWAP or Issue Date VWAP consistent with the principles of adjustment set out in Schedule A to these Conditions.

5D.3 Notice of substitution of NOHC

ANZBGL shall give a notice to the Subordinated Noteholders as soon as practicable after the substitution in accordance with Condition 5D.2 specifying the amendments to these Conditions which will be made in accordance with Condition 5D.2 to effect the substitution of an Approved NOHC as ANZBGL of ordinary shares on Conversion.

5D.4 Further substitutions

After a substitution under Condition 5D.2, the Approved NOHC may without the authority, approval or assent of the holder of Subordinated Notes, effect a further substitution in accordance with Condition 5D.2 (with necessary changes).

5E Definition and Interpretations relevant to Subordinated Notes

5E.1 Definitions

For the purposes of Conditions 5, 5A, 5B, 5C, 5D and Schedule A, unless the context otherwise requires, the following defined terms have the meanings set out below:

“Approved NOHC” means an entity which:

• (i) is a non-operating holding company within the meaning of the Banking Act 1959 (Cth) of Australia (which term, as used herein, includes any amendments thereto, rules thereunder and any successor laws, amendments and rules); and

• (ii) has agreed for the benefit of Subordinated Noteholders:

• (A) to issue fully paid ordinary shares in its capital under all circumstances when ANZBGL would otherwise have been required to Convert a Nominal Amount of Subordinated

Notes, subject to the same terms and conditions as set out in these Conditions (with all necessary modifications); and

• (B) to use all reasonable endeavours to procure quotation of Approved NOHC Ordinary Shares issued upon Conversion of relevant Subordinated Notes on the Australian Securities Exchange.

“Approved NOHC Ordinary Shares” means a fully paid ordinary share in the capital of the Approved NOHC.

“ Board ” means either the board of directors of ANZBGL or a committee appointed by the board of directors of ANZBGL.

“ Control ” has the meaning given in the Corporations Act.

“Conversion” means, in relation to a Subordinated Note, the conversion of the relevant Nominal Amount of that Subordinated Note into a number of Ordinary Shares in accordance with Schedule A to these Conditions, and “Convert” , “Converting” and “Converted” have corresponding meanings.

“Inability Event” means ANZBGL is prevented by applicable law or order of any court or action of any government authority (including regarding the insolvency, winding-up or other external administration of ANZBGL) or any other reason from Converting the Subordinated Notes.

“Issuer Group” means ANZBGL and its Controlled entities.

“Level 1” , “Level 2” and “Level 3” means those terms as defined by APRA from time to time.

“NOHC” means the ultimate holding company of ANZBGL after a NOHC Event which must be a “non-operating holding company” within the meaning of the Banking Act 1959 (Cth) of Australia.

“ NOHC Event ” occurs when the Board initiates a restructure of the Issuer Group and a NOHC becomes the ultimate holding company of ANZBGL.

“Ordinary Share” means a fully paid ordinary share in the capital of ANZBGL.

“Regulatory Capital” means a Tier 1 Capital Security or a Tier 2 Capital Security.

“Related Entity” has the meaning given by APRA from time to time.

“Relevant Securities” means each of the:

• (i) Relevant Tier 1 Securities; and

• (ii) Relevant Tier 2 Securities;

“Relevant Tier 1 Security” means, where a Non-Viability Trigger Event occurs, a Tier 1 Capital Security that, in accordance with its terms or by operation of law, is capable of being converted into Ordinary Shares or written-off upon the occurrence of that event.

“Relevant Tier 2 Security” means, where a Non-Viability Trigger Event occurs, a Tier 2 Capital Security that, in accordance with its terms or by operation of law, is capable of being converted into Ordinary Shares or written-off upon the occurrence of that event.

“ Subordinated Noteholder ” means, in respect to a Subordinated Note and only for so long as such Subordinated Notes are held in a clearing system as specified in the relevant Pricing Supplement, for the purposes of determining the person entitled to be issued Ordinary Shares (or, where Condition 5B.4 applies, the net proceeds of sale of such shares) and the amount of their entitlements, a person who is a participant of that clearing system.

“Tier 1 Capital” means the Tier 1 capital of ANZBGL (on a Level 1 basis) or the Issuer Group (on a Level 2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to time.

“ Tier 1 Capital Security ” means a share, note or other security or instrument constituting Tier 1 Capital.

" Tier 2 Capital " means Tier 2 Capital of ANZBGL (on a Level 1 basis) or the Issuer Group (on a Level 2 basis or, if applicable, a Level 3 basis) as defined by APRA from time to time.

“ Tier 2 Capital Security ” means a note or other security or instrument constituting Tier 2 capital.

“Trigger Event Date” means the date (whether or not a Business Day) on which APRA notifies ANZBGL of a Non-Viability Trigger Event as contemplated in Condition 5A.2.

“Trigger Event Notice” has the meaning given to it in Condition 5A.3.

5E.2 Interpretation

In this Condition 5, unless the contrary intention appears:

• (i) any provisions which refer to the requirements of APRA or any other prudential regulatory requirements will apply to the Issuer only if the Issuer is an entity, or the holding company of an entity, or is a direct or indirect subsidiary of a NOHC, subject to regulation and supervision by APRA at the relevant time;

• (ii) any provisions which require APRA’s consent or approval will apply only if APRA requires that such consent or approval be given at the relevant time;

• (iii) any provisions in these Conditions requiring the prior approval of APRA for a particular course of action to be taken by the Issuer do not imply that APRA has given its consent or approval to the particular action as of the Issue Date of the applicable Note;

• (iv) a reference to any term defined by APRA (including, without limitation, “Level 1”, “Level 2”, “Level 3”, “Tier 1 Capital” and “Tier 2 Capital”) shall, if that term is replaced or superseded in any of APRA’s applicable prudential regulatory requirements or standards, be taken to be a reference to the replacement or equivalent term;

• (v) the terms takeover bid, relevant interest and scheme of arrangement when used in these Conditions have the meaning given in the Corporations Act;

• (vi) for the avoidance of doubt, if Conversion under Condition 5B or Write-Off under Condition 5C of Subordinated Notes is to occur on a Trigger Event Date, then that Conversion or Write-Off must occur on that date notwithstanding that it may not be a Business Day; and

• (vii) a reference to a term defined by the ASX Listing Rules, the ASX Settlement Operating Rules or the ASX Operating Rules shall, if that term is replaced in those rules, be taken to be a reference to the replacement term.

• Payments and Talons

• (a) Bearer Notes

Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, be made against presentation and surrender of the relevant Receipts (in the case of payments of Instalment Amounts other than on the due date for redemption and provided that the Receipt is presented for payment together with its relative Note), Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 6(f)(vi) or Coupons (in the case of interest, save as specified in Conditions 6(f)(ii) and (vi)), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque payable in the currency in which such payment is due drawn on, or, at the option of the holder, by transfer to an account denominated in that currency with, a bank in the Principal Financial Centre for that currency; provided, however, that:

• (i) payments in a Specified Currency other than euro will be made by transfer to an account in the relevant Specified Currency maintained by the payee with, or by a cheque in such Specified Currency drawn on, a bank in the Principal Financial Centre of the country of such Specified Currency (which (A) if the Specified Currency is New Zealand dollars shall be Wellington and Auckland; provided that where the London branch of ANZNIL is the Issuer (as specified in the Pricing Supplement) such account and bank shall be located outside of New Zealand, (B) if the Specified Currency is Australian dollars, shall be Sydney and (C) if the Specified Currency is Renminbi, shall be Hong Kong); and

• (ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; provided that where the London branch of ANZNIL is the Issuer (as specified in the Pricing Supplement) such euro account or bank on which such euro cheque is drawn shall be located outside of New Zealand.

(b) Registered Notes

• (i) Payments of principal (which for the purposes of this Condition 6(b) shall include final Instalment Amounts but not other Instalment Amounts) in respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar in the manner provided in sub-paragraph (ii) below.

• (ii) Interest (which for the purpose of this Condition 6(b) shall include all Instalment Amounts other than final Instalment Amounts) on Registered Notes shall be paid to the person shown on the Register at the close of business on the 15th day before the due date for payment thereof (the " Record Date "). Payments of interest in respect of each Registered Note shall be made in the relevant Specified Currency by cheque drawn on a bank in the Principal Financial Centre of the country of such Specified Currency (which (A) if the Specified Currency is New Zealand dollars shall be Wellington and Auckland provided that where the London branch of ANZNIL is the Issuer (as specified in the Pricing Supplement) such account and bank shall be located outside of New Zealand, and (B) if the Specified Currency is Australian dollars, shall be Sydney), and mailed to the holder (or the first-named of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date and subject as provided in paragraph 6(a) above, such payment of interest may be made by transfer to an account in the Specified Currency maintained by the payee with a bank in the Principal Financial Centre of the country of such Specified Currency (which (x) if the Specified Currency is New Zealand dollars shall be Wellington and Auckland; provided that where the London branch of ANZNIL is the Issuer (as specified in the Pricing Supplement) such account and bank shall be located outside of New Zealand, and (y) if the Specified Currency is Australian dollars, shall be Sydney); provided, however, that in the case of euro, the transfer may be to, or the cheque drawn on, a euro account with a bank in the European Union.

So long as the Notes are represented by a Registered Global Note, the " Record Date " shall be the close of business (in the relevant clearing system) on the Clearing System Business Day before the due date for such payment where " Clearing System Business Day " means a day on which the relevant clearing system is open for business.

(c) Payments in the United States

Notwithstanding the foregoing, if any Bearer Notes are denominated in US dollars, payments in respect thereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer.

(d) Payments Subject to Fiscal Laws

All payments are subject in all cases to (i) any applicable fiscal or other laws regulations and directives, and (ii) any withholding or deduction required including pursuant to the terms of an agreement entered into with a taxing authority, under Sections 1471-1474 of the U.S. Internal Revenue Code (or any amended or successor version to the U.S. Internal Revenue Code) and any current or future regulations or official interpretations thereof or any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of either such sections of the U.S. Internal Revenue Code or analogous provisions of non-U.S. law (" FATCA ") but without prejudice to the provisions of Condition 7 ( Taxation ). No commission or expenses shall be charged to the Noteholders or Couponholders in respect of such payments. For the avoidance of doubt, any amounts to be paid in respect of the Notes will be paid net of any deduction or withholding imposed or required pursuant to FATCA and, notwithstanding any other provision of these Conditions, no additional amounts will be required to be paid on account of any such deduction or withholding. References to Specified Currency will include any successor currency under applicable law.

• (e) Appointment of Agents

The Fiscal Agent, the other Paying Agents (if any), the Registrar, the Transfer Agents and the Calculation Agent initially appointed by the Issuer and the Guarantor and their respective specified offices are listed below. The Fiscal Agent, the other Paying Agents (if any), the Registrar, Transfer Agents and the Calculation Agent act solely as agents of the Issuer and, if applicable, the Guarantor and do not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The Issuer and, if applicable, the Guarantor reserves the right at any time to vary or terminate the appointment of the Fiscal Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer and, if applicable, the Guarantor shall at all times maintain (i) a Fiscal Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation to Registered Notes (including a Transfer Agent having its specified office in London so long as any Registered Notes are listed on the Official List of the FCA and admitted to trading on the London Stock Exchange), (iv) one or more Calculation Agent(s) where the Conditions so require, (v) Paying Agents having specified offices in at least two major European cities (including London so long as the Notes are listed on the Official List of the FCA and admitted to trading on the London Stock Exchange), (vi) such other agents as may be required by the rules of any other listing authority, stock exchange and/or quotation system on which the Notes may be admitted to listing, trading and/or quotation, (vii) a Paying Agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive, provided that there is an EU Member State in which no such obligation is imposed and as long as any Notes are held in CMU Service, there will at all times be appointed a CMU lodging agent (the " CMU Lodging Agent ") and a paying agent with a specified office in such place as required by the CMU Service (the " CMU Paying Agent ").

In addition, the Issuer and, if applicable, the Guarantor shall forthwith appoint a Paying Agent in New York City in respect of any Bearer Notes denominated in US dollars in the circumstances described in Condition 6(c).

Notice of any such change or any change of any specified office shall promptly be given to the Noteholders in accordance with Condition 14 ( Notices ).

• (f) Unmatured Coupons and Receipts and Unexchanged Talons

• (i) In the case of Fixed Rate Notes, Bearer Notes should be surrendered for payment together with all unmatured Coupons (if any) appertaining thereto, failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon which the sum of principal so paid bears to the total principal due) will be deducted from the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any amount so deducted will be paid in the manner mentioned above against surrender of such missing Coupon within a period of 10 years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 8 ( Prescription )).

• (ii) In the case of Floating Rate Notes, unless the Pricing Supplement provides otherwise, upon the due date for redemption of any Bearer Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them.

• (iii) Upon the due date for redemption of any Bearer Note, any Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.

• (iv) Upon the due date for redemption of any Bearer Note which is redeemable in instalments, all Receipts relating to such Note having an Instalment Date falling on or after such due date (whether or not attached) shall become void and no payment shall be made in respect of them.

• (v) Where any Bearer Note which provides that the relative Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons and any unexchanged Talon relating to it, and where any Bearer Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provisions of such indemnity as the Issuer may require.

• (vi) If the due date for redemption of any Notes is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Note or Certificate representing it, as the case may be. Interest accrued on a Note which only bears interest after its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Note or Certificate representing it, as the case may be.

• (g) Talons

On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Fiscal Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 8 ( Prescription )).

(h) Non-Business Days

Subject in the case of any Subordinated Notes to Schedule A, if any date for payment in respect of any Note, Receipt or Coupon is not a Payment Business Day, the holder shall not be entitled to payment until (i) if "Following" is specified in the applicable Pricing Supplement, the next following Payment Business Day or (ii), if "Modified Following" is specified in the applicable Pricing Supplement, the next following Payment Business Day unless that Payment Business Day falls in the next calendar month, in which case the first preceding Payment Business Day. In this paragraph, " Payment Business Day " means a day (other than a Saturday or a Sunday) on which:

• (i) commercial banks and foreign exchange markets settle payments generally in such jurisdictions as shall be specified as " Additional Financial Centres " in the Pricing Supplement, in London and Sydney where ANZBGL is the Issuer, in London, Auckland and Wellington where ANZ New Zealand or ANZNIL is the Issuer and, where relevant, in the relevant place of presentation; and

• (ii) (in the case of a payment in a currency other than euro or Australian dollars where ANZBGL is the Issuer, or New Zealand dollars where ANZ New Zealand or, as the case may be, ANZNIL is the Issuer, where payment is to be made by transfer in the relevant currency to an account maintained with a bank) foreign exchange transactions may be carried on in the relevant currency in the Principal Financial Centre of the country of such currency; or

• (iii) (in the case of a payment in euro) banks are open for business and carrying out transactions in euro in the jurisdiction in which the account specified by the payee is located and a day on which the TARGET2 System is open, unless otherwise specified in the Pricing Supplement.

• (i) Euro and Redenomination

References to euro are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to Article 123 of the Treaty.

Unless otherwise specified in the Pricing Supplement, Notes denominated in the currency (the " Relevant Currency ") of a Member State that does not participate in the third stage of European economic and monetary union prior to the Issue Date of the relevant Notes may, at the election of the Issuer, be subject to redenomination in the manner set out below. In relation to such Notes the Issuer may, without the consent of the Noteholders or Couponholders, on giving at least 30 days' prior notice to Noteholders, the Fiscal Agent and each of the Paying Agents and Transfer Agents, designate a " Redenomination Date " for the Notes, being a date for payment of interest under the Notes falling on or after the date on which the relevant Member State commences participation in such third stage.

With effect from the Redenomination Date, notwithstanding the other provisions of the Conditions:

• (i) the Notes shall (unless already so provided by mandatory provisions of applicable law) be deemed to be redenominated in euro in the denomination of euro 0.01 with a principal amount for each Note equal to the principal amount of that Note in the Relevant Currency, converted into euro at the rate for conversion of the Relevant Currency into euro established by the Council of the European Union pursuant to the Treaty (including

compliance with rules relating to rounding in accordance with European Community regulations) provided that, if the Issuer determines that the then market practice in respect of the redenomination into euro 0.01 of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Noteholders, any listing authority, stock exchange and/or quotation system on which the Notes may be listed, the Fiscal Agent and each of the Paying Agents and Transfer Agents of such deemed amendment;

• (ii) if Notes in definitive form are required to be issued, they shall be issued at the expense of the Issuer in the denominations of euro 0.01, euro 1,000, euro 10,000, euro 100,000 and such other denominations as the Fiscal Agent shall determine and notify to Noteholders;

• (iii) if Notes in definitive form have been issued, all unmatured Receipts and Coupons denominated in the Relevant Currency (whether or not attached to the Notes) will become void with effect from the date on which the Issuer gives the notice (the " Exchange Notice ") that replacement euro-denominated Notes, Receipts and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes so issued will also become void on that date although those Notes will continue to constitute valid exchange obligations of the Issuer. New certificates in respect of euro-denominated Notes, Receipts and Coupons will be issued in exchange for Notes, Receipts and Coupons denominated in the Relevant Currency in such manner as the Fiscal Agent may specify and as shall be specified to Noteholders in the Exchange Notice;

• (iv) all payments in respect of the Notes (other than, unless the Redenomination Date is on or after such date as the Relevant Currency ceases to be a subdivision of the euro, payments of interest in respect of periods commencing before the Redenomination Date) will be made solely in euro. Such payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or by cheque; and

• (v) the amount of interest in respect of Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Receipts or Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01.

In connection with such redenomination, the Issuer may, after consultation with the Fiscal Agent, make such other changes to the Conditions applicable to the relevant Notes as it may decide so as to conform them to the then market practice in respect of euro-denominated debt securities issued in the euromarkets which are held in international clearing systems. Any such changes will not take effect until the next following Interest Payment Date after they have been notified to the Noteholders in accordance with Condition 14 ( Notices ).

(j) Payment of US Dollar Equivalent in respect of CNY Notes

Notwithstanding the foregoing, if by reason of Inconvertibility, Non transferability or Illiquidity, the Issuer is not able to satisfy payments of principal or interest in respect of any Notes which are denominated in Renminbi (" CNY Notes ") when due in Renminbi in Hong Kong, the Issuer may, on giving not less than five or more than 30 calendar days' irrevocable notice to the Noteholders prior to the due date for payment, settle any such payment in US dollars on the due date at the US Dollar Equivalent of any such Renminbi-denominated amount.

For the purposes of these Conditions, " US Dollar Equivalent " means the Renminbi amount converted into US dollars using the Spot Rate for the relevant Determination Date.

For this purpose:

" CNY " means the lawful currency of the PRC;

" Determination Business Day " means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange) in Hong Kong, Beijing, London and in New York City;

" Determination Date " means the day which is two Determination Business Days before the due date for any payment of the relevant amount under these Conditions;

" Governmental Authority " means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the central bank) of Hong Kong;

" HKMA " means the Hong Kong Monetary Authority, the government authority in Hong Kong with responsibility for maintaining currency and banking stability, or any lawful successor thereto;

" Hong Kong " means the Hong Kong Special Administrative Region of the PRC;

" Illiquidity " means that the general Renminbi exchange market in Hong Kong has become illiquid and, as a result of which, the Issuer cannot obtain sufficient Renminbi in order to satisfy its obligation to pay interest and principal (in whole or in part) in respect of the CNY Notes, as determined by the Issuer in good faith and in a commercially reasonable manner following consultation (if practicable) with two Renminbi Dealers;

" Inconvertibility " means the occurrence of any event that makes it impossible for the Issuer to convert any amount due in respect of the CNY Notes in the general Renminbi exchange market in Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after 8 August 2012 and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation);

" Non transferability " means the occurrence of any event that makes it impossible for the Issuer to transfer Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong or from an account outside Hong Kong to an account inside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after 8 August 2012 and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation);

" PRC " means the People's Republic of China which, for the purpose of these Conditions, shall exclude Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan;

" Renminbi " means the lawful currency of the PRC;

" Renminbi Dealer " means an independent foreign exchange dealer of international repute active in the Renminbi exchange market in Hong Kong; and

" Spot Rate " means the spot CNY/US dollar exchange rate for the purchase of US dollars with Renminbi in the over the counter Renminbi exchange market in Hong Kong for settlement in two Determination Business Days, as determined by the Calculation Agent at or around 11.00 a.m. (Hong Kong time) on the Determination Date, on a deliverable basis by reference to Reuters Screen Page TRADCNY3, or if no such rate is available, on a non-deliverable basis by reference to Reuters Screen Page TRADNDF. If neither rate is available, the Calculation Agent will determine the Spot Rate at or around 11.00 a.m. (Hong Kong time) on the Determination Date as the most recently available CNY/US dollar official fixing rate for settlement in two Determination Business Days reported by The State Administration of Foreign Exchange of the PRC, which is reported on the Reuters Screen Page CNY=SAEC. Reference to a page on the Reuters Screen means the display page so designated on the Reuters Monitor Money Rates Service (or any successor service) or such other page as may replace that page for the purpose of displaying a comparable currency exchange rate.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 6 ( Payments and Talons ) by the Calculation Agent, will (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Paying Agents and all Noteholders.

7. Taxation

(a) Withholding Tax

Subject as provided below, all payments of principal and interest in respect of the Notes, the Receipts and the Coupons by or on behalf of the Issuer or, if applicable, the Guarantor shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by

or within the jurisdiction of incorporation of the Issuer and/or, where the Issuer is acting through its branch outside its country of incorporation, the jurisdiction, country or territory in which the branch through which the Issuer is acting as specified in the relevant Pricing Supplement is located or, if applicable, the jurisdiction of incorporation of the Guarantor or by any authority therein or thereof having power to tax (together, " Taxes "), unless such withholding or deduction is required by law. Any amounts withheld pursuant to an agreement with a taxing authority will be treated as required by law. In that event, the Issuer or (as the case may be) the Guarantor shall pay such additional amounts to the Noteholders, Couponholders and Receiptholders as shall result in receipt by those Noteholders, Couponholders and Receiptholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon:

• (i) presented for payment by or on behalf of a holder which is liable to such Taxes, duties, assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of its having some connection with the jurisdiction of incorporation of the Issuer or, where the Issuer is acting through its branch outside its country of incorporation, the jurisdiction, country or territory in which the branch through which the Issuer is acting as specified in the relevant Pricing Supplement is located or, if applicable, the jurisdiction of incorporation of the Guarantor, other than the mere holding of such Note, Receipt or Coupon or the receipt of the relevant payment in respect thereof; or

• (ii) where ANZBGL is the Issuer, presented for payment by or on behalf of a holder who is an Australian resident or a non-resident who is engaged in carrying on business in Australia at or through a permanent establishment of that non-resident in Australia, if that person has not supplied an appropriate tax file number, Australian business number or other exemption details; or

• (iii) presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on presenting it for payment on the 30[th] such day; or

• (iv) in respect of which the holder thereof is an Offshore Associate of ANZBGL (acting other than in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Corporations Act), where ANZBGL is the Issuer; or

• (v) in respect of which the Taxes have been imposed or levied as a result of the holder of such Note, Receipt or Coupon being party to or participating in a scheme to avoid such Taxes, being a scheme which ANZBGL, where ANZBGL is the Issuer, was neither a party to nor participated in; or

• (vi) in respect of Bearer Notes only, if the holder of such Note, Receipt or Coupon or any entity which directly or indirectly has an interest in or right in respect of such Note, Receipt or Coupon is a resident of Australia, or a non-resident who is engaged in carrying on business in Australia at or through a permanent establishment of that non-resident in Australia (the expressions " resident of Australia ", " non-resident " and " permanent establishment " having the meanings given to them by the Australian Tax Act if, and to the extent that, section 126 of the Australian Tax Act (or any equivalent provisions) requires ANZBGL, where ANZBGL is the Issuer, to pay income tax in respect of interest payable on such Note, Receipt or Coupon and the income tax would not be payable were the holder or such entity not such a resident of Australia or non-resident; or

• (vii) presented for payment where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or

• (viii) presented for payment by, or on behalf of, a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union; or

• (ix) where such withholding or deduction is for or on account of New Zealand resident withholding tax, where either ANZ New Zealand or ANZNIL is the Issuer or ANZ New Zealand is the Guarantor; or

• (x) presented for payment by, or a third party on behalf of, a holder if such withholding or deduction may be avoided by complying with any statutory requirement or by making a declaration of non-residence or other similar claim for exemption to any authority of or in New

Zealand, unless the holder proves that he is not entitled so to comply or to make such declaration or claim, where either ANZ New Zealand or ANZNIL is the Issuer or ANZ New Zealand is the Guarantor; or

• (xi) presented to, or to a third party on behalf of, a holder that is a partnership, or a holder that is not the sole beneficial owner of the Note, Receipt or Coupon, or which holds the Note, Receipt or Coupon, in a fiduciary capacity, to the extent that any of the members of the partnership, the beneficial owner or the settlor or beneficiary with respect to the fiduciary would not have been entitled to the payment of an additional amount had each of the members of the partnership, the beneficial owner, settlor or beneficiary (as the case may be) received directly his beneficial or distributive share of the payment, where either ANZ New Zealand or ANZNIL is the Issuer or ANZ New Zealand is the Guarantor; or

• (xii) presented for payment in New Zealand, where either ANZ New Zealand or ANZNIL is the Issuer or ANZ New Zealand is the Guarantor; or

• (xiii) in respect of which the Taxes have been imposed or levied as a result of the holder of such Note, Receipt or Coupon being party to or participating in a scheme to avoid such Taxes, being a scheme which either ANZ New Zealand or ANZNIL, where ANZ New Zealand or ANZNIL is the Issuer, or ANZ New Zealand, where ANZ New Zealand is the Guarantor, was neither a party to nor participated in; or

• (xiv) where such withholding or deduction is imposed, including pursuant to the terms of an agreement entered into with a taxing authority, under Section 1471-1474 of the US Internal Revenue Code (or any amended or successor version to the US Internal Revenue Code) and any current or future regulations, guidance or official interpretations thereof or any U.S. or nonU.S. fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with either the implementation of such sections of the Code or analogous provisions of non-U.S. law, on payments to a Noteholder, Couponholder, Receiptholder, beneficial owner, or any agent having custody or control over a payment made by the Issuer, Guarantor or any agent in the chain of payment, including due to the failure of the Noteholder, Couponholder, Receiptholder, beneficial owner, or any agent having custody or control over a payment to comply with any requests for tax certifications or other identifying information regarding such Noteholder, Couponholder, Receiptholder, beneficial owner, or agent, or due to the failure to provide a waiver of any laws prohibiting the disclosure of such certifications, identifying information and other information in respect of the Notes to a taxing authority.

As used in these Conditions, " Relevant Date " in respect of any Note, Receipt or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note (or relative Certificate), Receipt or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (i) " principal " shall be deemed to include all Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 5 ( Redemption, Purchase and Options ) or any amendment or supplement to it, (ii) " interest " shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 4 ( Interest and other Calculations ) or any amendment or supplement to it and (iii) " principal " and/or " interest " shall be deemed to include any additional amounts that may be payable under this Condition or any undertaking given in addition to or substitution for it under the Agency Agreement. Any additional amounts due in respect of the Subordinated Notes will be subordinated in right of payment as described in Condition 10 ( Subordination ).

The remaining provisions of this Condition only apply to ANZNIL where ANZNIL is the Issuer and to ANZ New Zealand where ANZ New Zealand is the Issuer or the Guarantor. Where used in the remaining provisions of this Condition, " interest " means interest (as defined under New Zealand taxation legislation) for withholding tax purposes, which under current legislation includes the excess of the redemption amount over the issue price of any Note as well as coupon interest paid on such Note.

Where (i) ANZNIL is the Issuer or (ii) ANZ New Zealand is the Issuer or the Guarantor, and ANZ New Zealand or, as the case may be, ANZNIL is required to deduct New Zealand non-resident withholding tax in the case of any payments of interest to a holder of a Note or Coupon who is not a resident of New Zealand for income tax purposes and who is not engaged in business in New

Zealand through a fixed establishment (as defined in the New Zealand Income Tax Act 2007) in New Zealand (a " non-New Zealand holder "), ANZ New Zealand or, as the case may be, ANZNIL may, and intend to (for so long as they do not incur any increased cost or detriment from so doing), relieve themselves of such obligation by using a procedure which permits borrowers such as ANZ New Zealand or, as the case may be, ANZNIL to reduce the applicable rate of nonresident withholding tax to zero per cent (in the case of holders of a Note or Coupon who are non-New Zealand holders and who are not associated with ANZ New Zealand or ANZNIL). Under the current law, that procedure involves ANZ New Zealand or, as the case may be, ANZNIL paying on their own respective accounts a levy to the New Zealand revenue authorities (which is currently equal to two per cent of such payments of interest) .

ANZ New Zealand is, and ANZNIL may be required by law to deduct New Zealand resident withholding tax from the payment of interest to the holder of any Note on any Interest Payment Date or the Maturity Date, where:

• (A) the holder is a resident of New Zealand for income tax purposes or the holder is engaged in business in New Zealand, through a fixed establishment (as defined in the New Zealand Income Tax Act 2007) in New Zealand (a " New Zealand Holder "); and

• (B) at the time of such payment the New Zealand Holder does not hold a valid certificate of exemption for New Zealand resident withholding tax purposes.

Prior to any Interest Payment Date or the Maturity Date, any New Zealand Holder:

• (x) must notify ANZ New Zealand or, as the case may be, ANZNIL or any Paying Agent that the New Zealand Holder is the holder of a Note; and

• (y) must notify ANZ New Zealand or, as the case may be, ANZNIL or a Paying Agent of any circumstances, and provide ANZ New Zealand or, as the case may be, ANZNIL or the relevant Paying Agent with any information that may enable ANZ New Zealand or, as the case may be, ANZNIL to make payment of interest to the New Zealand Holder without deduction on account of New Zealand resident withholding tax.

The New Zealand Holder must notify ANZ New Zealand or, as the case may be, ANZNIL prior to any Interest Payment Date or the Maturity Date, of any change in the New Zealand Holder's circumstances from those previously notified that could affect the payment or withholding obligations of ANZ New Zealand, or, as the case may be, ANZNIL in respect of this Note. By accepting payment of the full face amount of a Note or any interest thereon on any Interest Payment Date or the Maturity Date, the New Zealand Holder indemnifies ANZ New Zealand or, as the case may be, ANZNIL for all purposes in respect of any liability ANZ New Zealand or, as the case may be, ANZNIL may incur for not deducting any amount from such payment on account of New Zealand resident withholding tax.

Only a New Zealand Holder will be obliged to make the notification referred to above and no other holder will be required to make any certification that it is not a New Zealand Holder.

(b) Taxing Jurisdiction

If the Issuer or, if applicable, the Guarantor is, or becomes, subject at any time to any taxing jurisdiction(s) other than or in addition to its own jurisdiction of incorporation or the jurisdiction, country or territory in which the branch (if any) specified in the relevant Pricing Supplement is located, references in Condition 5(b) and this Condition 7 shall be read and construed as including references to such other taxing jurisdiction(s).

8. Prescription

Claims against the Issuer and, if applicable, the Guarantor for payment in respect of the Notes, Receipts and Coupons (which, for this purpose, shall not include Talons) shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them.

9. Events of Default

(a) Unsubordinated Notes

If any of the following events (" Events of Default ") occurs and is continuing, the holder of any Unsubordinated Note of any Series issued by the Issuer may give written notice to the Fiscal Agent at its specified office that such Unsubordinated Note is immediately repayable, whereupon

it shall immediately become due and repayable at its Early Redemption Amount together with accrued interest to the date of payment unless, prior to the date that such written notice is received by the Fiscal Agent, the Issuer and/or, if applicable, the Guarantor shall have cured or otherwise made good all Events of Default in respect of the Unsubordinated Notes of such Series:

• (i) default is made in the payment of any principal or Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount, Instalment Amount or Amortised Face Amount (in the case of a Zero Coupon Note) (whether becoming due upon redemption or otherwise) or interest when due, in respect of any Unsubordinated Note of such Series, and such default continues for a period of seven days; or

• (ii) the Issuer fails to perform or observe any of its obligations under any Unsubordinated Note of such Series or, if applicable, the Guarantor fails to perform or observe any of its obligations under the Deed of Guarantee, in either case other than those specified in paragraph (i) above and in such case (except where such failure is incapable of remedy) such failure continues for a period of 30 days next following the service by any holder of any Unsubordinated Note of such Series on the Issuer, the Guarantor (if applicable) and the Fiscal Agent of written notice requiring the same to be remedied; or

• (iii) otherwise than for the purpose of an amalgamation or reconstruction or merger within the meaning of these words under the laws of the Issuer's or, if applicable, the Guarantor's country of incorporation or, if applicable, the laws of the jurisdiction, country or territory in which the branch through which the Issuer is acting as specified in the relevant Pricing Supplement is located, a resolution is passed that the Issuer or, as the case may be, the Guarantor be wound up or dissolved; or

• (iv) the Issuer or, if applicable, the Guarantor stops payment (within the meaning of Australian or any other applicable bankruptcy law) of its obligations; or

• (v) an encumbrancer takes possession of or a receiver is appointed of the whole or a substantial part of the undertaking and assets of the Issuer or, if applicable, the Guarantor and any such event is continuing for 45 days after its occurrence and would materially prejudice the performance by the Issuer or, as the case may be, the Guarantor of its obligations under the Unsubordinated Notes of such Series or a distress or execution is levied or enforced upon or sued out against the whole or a substantial part of the undertaking and assets of the Issuer or, as the case may be, the Guarantor which would materially prejudice the performance of (i) the Issuer of its obligations under the Unsubordinated Notes of such Series or, (ii) if applicable, the Guarantor of its obligations under the Deed of Guarantee, and in each case is not discharged within 60 days thereof; or

• (vi) proceedings shall have been initiated against the Issuer or, if applicable, the Guarantor under any applicable bankruptcy, reorganisation or other similar law and such proceedings shall not have been discharged or stayed within a period of 60 days; or

• (vii) the Issuer or, if applicable, the Guarantor shall initiate or consent to proceedings relating to itself under any applicable bankruptcy, insolvency, composition or other similar law (otherwise than for the purpose of amalgamation, reconstruction or merger (within the meaning of those words under the laws of the country of the Issuer's or, if applicable, the Guarantor's incorporation or, if applicable, the laws of the jurisdiction, country or territory in which the branch through which the Issuer is acting as specified in the relevant Pricing Supplement is located), and such proceedings would materially prejudice the performance by (A) the Issuer of its obligations under the Unsubordinated Notes of such Series or (B), if applicable, the Guarantor of its obligations under the Deed of Guarantee); or

• (viii) in respect of Notes issued by ANZNIL only, the Deed of Guarantee of the Notes is (A) not in full force and effect and, where capable of remedy, the Deed of Guarantee is not in full force and effect within seven days of the date the defect is first discovered or (B) claimed by the Guarantor not to be in full force and effect.

Any such notice by a holder of Unsubordinated Notes to the Fiscal Agent shall specify the serial number(s) of the Unsubordinated Notes concerned.

Notwithstanding any other provision of this Condition 9(a) no Event of Default in respect of any Unsubordinated Notes shall occur solely on account of any failure by ANZBGL to perform or observe its obligations in relation to, or the taking of any process or proceeding in respect of any share, note or other security or instrument constituting Tier 1 Capital or Tier 2 Capital (as defined by APRA from time to time).

(b) Subordinated Notes Issued by ANZBGL

The following are " Events of Default " with respect to Subordinated Notes:

• (i) (a) the making of an order by a court of the State of Victoria, Commonwealth of Australia or a court with appellate jurisdiction from such court which is not successfully appealed or permanently stayed within 60 days of the entry of such order; or

• (b) the valid adoption by ANZBGL's shareholders of an effective resolution,

in each case for the winding-up of ANZBGL (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency);

• (ii) subject to Condition 4(q):

• (a) default in the payment of interest on any Subordinated Note when due, continued for 30 days; or

• (b) default in the payment of principal of any Subordinated Note when due.

Upon the occurrence of an Event of Default specified in paragraph (i) above, subject to the subordination provisions, the principal amount of, and all accrued and unpaid interest, on the Subordinated Notes will automatically become due and payable.

If an Event of Default contemplated by paragraph (ii) above with respect to any of the Subordinated Notes occurs and is continuing, a Subordinated Noteholder may only, in order to enforce the obligations of ANZBGL under such Subordinated Notes:

• (y) notwithstanding the provisions of paragraph (z) below, institute proceedings in the State of Victoria, Commonwealth of Australia (but not elsewhere) for the winding-up of ANZBGL (all subject to, and in accordance with, the terms of Condition 10 ( Subordination )); or

• (z) institute proceedings for recovery of the money then due, provided that ANZBGL will not, by virtue of the institution of any such proceedings (other than proceedings for the winding-up of ANZBGL), be obliged to pay any sums representing principal or interest in respect of such Subordinated Notes sooner than the same would otherwise have been payable by it and provided that ANZBGL is Solvent at the time of, and will be Solvent immediately after, the making of any such payment.

No remedy against ANZBGL, other than those referred to in this paragraph (b), shall be available to the Subordinated Noteholders or Couponholders or Receiptholders in respect of Subordinated Notes, whether for the recovery of amounts owing in respect of the Subordinated Notes or in respect of any breach by ANZBGL of any of its other obligations under or in respect of the Subordinated Notes.

10. Subordination

In the event of the winding-up of ANZBGL constituting an Event of Default with respect to the Subordinated Notes, there shall be payable with respect to the Subordinated Notes, subject to the subordination provisions discussed above (see Condition 3 ( Status and Guarantee )), an amount equal to the principal amount of the Subordinated Notes then outstanding, together with all accrued and unpaid interest thereon to the repayment date.

As a result of the subordination provisions, no amount will be payable in the winding-up of ANZBGL in Australia in respect of the Subordinated Notes until all claims of Senior Creditors admitted in the winding-up proceeding have been satisfied in full. By subscription for, or transfer of, Subordinated Notes to a Noteholder, that Subordinated Noteholder will be taken to have agreed that no amount in respect of the Subordinated Notes will be repaid until all the claims of the Senior Creditors admitted in the winding-up proceeding have been satisfied accordingly. Accordingly, if proceedings with respect to the winding-up of ANZBGL in Australia were to occur, the Subordinated Noteholders could recover less relatively than the holders of deposit liabilities or protected accounts, the Unsubordinated Noteholders, the holders of prior ranking subordinated liabilities of ANZBGL. For the avoidance of doubt, the Subordinated Notes do not constitute deposit liabilities or protected accounts of ANZBGL.

If, in any such winding-up, the amount payable with respect to the Subordinated Notes and any claims ranking equally with those Subordinated Notes cannot be paid in full, those Subordinated Notes and other claims ranking equally with those Subordinated Notes will share relatively in any

distribution of ANZBGL's assets in a winding-up in proportion to the respective amounts to which they are entitled. To the extent that Subordinated Noteholders are entitled to any recovery with respect to the Subordinated Notes in any winding-up, such Subordinated Noteholders might not be entitled in such proceedings to a recovery in the Specified Currency in respect of such Subordinated Notes (if other than Australian dollars) and might be entitled only to a recovery in Australian dollars.

11. Meeting of Noteholders, Modifications and Waiver

(a) Meetings of Noteholders

The Agency Agreement contains provisions for convening meetings of Noteholders of a Series to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of any of these Conditions. The quorum for any meeting of Noteholders shall be two or more persons holding or representing in the aggregate a clear majority in Nominal Amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the Nominal Amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia , (i) to amend the dates of maturity or redemption of the Notes, any Instalment Date or any date for payment of interest or Interest Amounts on the Notes or the obligation of the Issuer to pay additional amounts pursuant to Condition 7 ( Taxation ), (ii) to reduce or cancel the Nominal Amount of, or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest, Instalment Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount is set out in the Pricing Supplement, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or Specified Denomination of the Notes, (vii) to take any steps that as specified in the Pricing Supplement may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply, or (viii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, in which case the necessary quorum at any adjourned meeting shall be two or more persons holding or representing in the aggregate not less than one-third in Nominal Amount of the Notes for the time being outstanding. However, the prior written approval of APRA is required to modify the terms of any Series of Subordinated Notes where such variation may affect the eligibility of the Subordinated Notes as Tier 2 Capital. Any resolution duly passed (including an Extraordinary Resolution) shall be binding on all Noteholders of the relevant Series (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders of the relevant Series. The expression " Extraordinary Resolution " means a resolution passed at a meeting of Noteholders duly convened by a majority consisting of not less than three-quarters of the votes cast. All other resolutions, except for written resolutions, shall be passed at a meeting of Noteholders duly convened by a clear majority of the votes cast.

In addition, a resolution in writing signed by or on behalf of all Noteholders who for the time being are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

(b) Modification of the Agency Agreement

The Agency Agreement may be amended by the Issuer, the Guarantor and the Fiscal Agent, without the consent of the Registrar, or any Paying Agent, Transfer Agent or holder, for the purpose of curing any ambiguity or of curing, correcting or supplementing any defective provision contained therein or in any manner which the Issuer, the Guarantor and the Fiscal Agent may mutually deem necessary or desirable and which does not, in the reasonable opinion of the Issuer, the Guarantor and the Fiscal Agent, adversely affect the interests of the holders, provided that any amendment to the Agency Agreement which may affect the eligibility of Subordinated Notes as Tier 2 Capital, has the prior written approval of APRA.

(c) Modification of the Conditions and the Pricing Supplement

The Conditions and the Pricing Supplement may be amended by the Issuer, the Guarantor and the Fiscal Agent, without the consent of the Noteholders, in respect of any modification which is

not prejudicial to the interests of the Noteholders, for the purpose of curing any ambiguity, correcting any defective provision or correcting any manifest or proven error contained therein provided that any amendments to the Conditions and the Pricing Supplement which may affect the eligibility of Subordinated Notes as Tier 2 Capital has the prior written approval of APRA. Any such amendment shall be binding on the holders and any such amendment shall be notified to the holders in accordance with Condition 14 as soon as practicable thereafter.

12. Replacement of Notes, Certificates, Receipts, Coupons and Talons

If a Note, Certificate, Receipt, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and listing authority, stock exchange and/or quotation system regulations, at the specified office of the Fiscal Agent (in case of Bearer Notes, Receipts, Coupons or Talons) and of the Registrar (in the case of Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia , that if the allegedly lost, stolen or destroyed Note, Certificate, Receipt, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Notes, Certificates, Receipts, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Notes, Certificates, Receipts, Coupons or Talons must be surrendered before replacements will be issued.

13. Further Issues

Any Issuer may (and, in the instance of an issue of Subordinated Notes by ANZBGL, if ANZBGL has obtained the prior approval of APRA) from time to time without the consent of the Noteholders or Couponholders create and issue further securities either having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest on them) and so that such further issue shall be consolidated and form a single Series with the outstanding securities of any Series (including the Notes) or upon such terms as the Issuer may determine at the time of their issue. Notes of more than one Series may be consolidated into one Series denominated in euro, even if one or more such Series was not originally denominated in euro, provided all such Series have been redenominated into euro and otherwise have, in respect of all periods subsequent to such consolidation, the same terms and conditions. References in these Conditions to the Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition and forming a single Series with the Notes.

14. Notices

Notices to the holders of Registered Notes shall be (a) mailed to them (or, in the case of joint holders, to the first named) at their respective addresses in the Register and (b) published at http://www.debtinvestors.anz.com/ .

Notices to the holders of Registered Notes shall be deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the later of the date of mailing and the date of first publication online.

Notices to the holders of Bearer Notes shall be, save where another means of effective communication has been specified herein or in the Pricing Supplement, published at http://www.debtinvestors.anz.com/ .

Notices to the holders of Bearer Notes shall be deemed to have been given on the date of first publication online. Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Bearer Notes in accordance with this Condition 14.

Notices to holders of all Notes which have been listed, admitted to trading on any stock exchange or listed on a quotation system will also be given in such manner and in such place as may be required by the rules and regulations of such listing authority stock exchange and/or quotation system.

15. Currency Indemnity

If any sum due from the Issuer in respect of the Notes, Receipts or the Coupons or any order or judgment given or made in relation thereto has to be converted from the currency (the " first

currency ") in which the same is payable under these Conditions or such order or judgment into another currency (the " second currency ") for the purpose of (a) making or filing a claim or proof against the Issuer, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to the Notes, Receipts or Coupons, the Issuer shall indemnify each holder, on the written demand of such holder addressed to the Issuer and delivered to the Issuer or to the specified office of the Fiscal Agent, against any loss suffered as a result of any discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which such holder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. For the purposes of this Condition 15, it shall be sufficient for the Noteholder, Receiptholder or Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Issuer's other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Noteholder, Receiptholder or Couponholder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note, Coupon or Receipt or any other judgment or order.

16. Governing Law, Jurisdiction and Service of Process

(a) Governing Law

The Notes, the Receipts, the Coupons and the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law, except for the subordination, Conversion and Write-Off provisions of the Subordinated Notes (including, without limitation, the provisions contained in Conditions 3(b), 4(q), 5A, 5B, 5C, 5D, 5E, 9(b) and 10 ( Subordination )) which will be governed in accordance with the laws of the State of Victoria and the Commonwealth of Australia.

(b) Jurisdiction

The Issuer agrees for the benefit of the holders of Notes, Receipts, Coupons and Talons that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with the Notes and all matters connected with the Notes, Receipts, Coupons and Talons (including a dispute relating to any non-contractual obligation arising out of or in connection with them) (respectively, " Proceedings " and " Disputes ") and, for such purposes, irrevocably submits to the jurisdiction of such courts.

(c) Appropriate Forum

The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of England being nominated as the forum to hear and determine any Proceedings and to settle any Disputes, and agrees not to claim that any such court is not a convenient or appropriate forum.

(d) Service of Process

The Issuer agrees that the process by which any Proceedings in England are begun may be served on it by being delivered to the officer in charge of the London Branch of Australia and New Zealand Banking Group Limited at 40 Bank Street, Canary Wharf, London E14 5EJ. If such person is not or ceases to be effectively appointed to accept service of process on the Issuer's behalf, the Issuer shall appoint a further person in England to accept service of process on the Issuer's behalf and, failing such appointment, within 15 days, any Noteholder shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer or to the specified office of the Fiscal Agent. Nothing in this paragraph shall affect the right of any holder of Notes, Receipts, Coupons or Talons to serve process in any other manner permitted by law.

(e) Non-exclusivity

The submission to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of any holder of Notes, Receipts, Coupons or Talons to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law.

(f) Consent to Enforcement etc.

Subject to Condition 10 ( Subordination) , the Issuer consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including (without limitation) the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings.

17. Third Parties

No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.

SCHEDULE A TO THE CONDITIONS OF THE NOTES

1. Conversion

If ANZBGL must Convert a Nominal Amount of a Subordinated Note in accordance with the Conditions, then, subject to this Schedule A and unless the Pricing Supplement specifies that the Alternative Conversion Number applies, the following provisions apply:

• (a) ANZBGL will allot and issue on the Trigger Event Date a number of Ordinary Shares in respect of the Nominal Amount of that Subordinated Note equal to the Conversion Number, where the Conversion Number (but subject to the Conversion Number being no more than the Maximum Conversion Number) is a number calculated according to the following formula:

==> picture [193 x 28] intentionally omitted <==

where:

" CD " means the conversion discount specified in the applicable Pricing Supplement;

" VWAP " (expressed in dollars and cents) means the VWAP during the VWAP Period and where the "Maximum Conversion Number" means a number calculated according to the following formula:

==> picture [260 x 25] intentionally omitted <==

• (b) on the Trigger Event Date the rights of each Subordinated Noteholder (including to payment of interest with respect to such Nominal Amount, both in the future and as accrued but unpaid as at the Trigger Event Date) in relation to each Subordinated Note or portion thereof that is being Converted will be immediately and irrevocably terminated for an amount equal to the Nominal Amount of that Subordinated Note that is being Converted and ANZBGL will apply that Nominal Amount by way of payment for subscription for the Ordinary Shares to be allotted and issued under Section 1(a) of this Schedule A. Each Subordinated Noteholder is taken to have irrevocably directed that any amount payable under Section 1 of this Schedule A is to be applied as provided for in Section 1 of this Schedule A and no Subordinated Noteholder has any right to payment in any other way;

• (c) any calculation under Section 1(a) of this Schedule A shall be, unless the context requires otherwise, be rounded to four decimal places provided that if the total number of additional Ordinary Shares to be allotted to a Subordinated Noteholder in respect of the aggregate Nominal Amount of the Subordinated Notes it holds which is being Converted includes a fraction of an Ordinary Share, that fraction of an Ordinary Share will be disregarded; and

• (d) the rights attaching to Ordinary Shares issued as a result of Conversion do not take effect until 5.00pm (Melbourne, Australia time) on the Trigger Event Date (unless another time is required for Conversion on that date). At that time all other rights conferred or restrictions imposed on that Subordinated Note under the Conditions will no longer have effect to the extent of the Nominal Amount of that Subordinated Note being Converted (except for the right to receive the Ordinary Shares as set forth in Section 1 of this Schedule A and Condition 5B and except for rights relating to interest which is payable but has not been paid on or before the Trigger Event Date which will continue).

• Adjustments to VWAP

For the purposes of calculating VWAP in the Conditions:

• (a) where, on some or all of the Business Days in the relevant VWAP Period, Ordinary Shares have been quoted on the Australian Securities Exchange as cum dividend or cum any other distribution or entitlement and the relevant Nominal Amount of Subordinated Notes will Convert into Ordinary Shares after the date those Ordinary Shares no longer carry that dividend or any other distribution or entitlement, then the VWAP on the Business Days on which those Ordinary Shares have been quoted cum dividend or cum any other distribution or entitlement shall be reduced by an amount (" Cum Value ") equal to:

• (i) (in case of a dividend or other distribution), the amount of that dividend or other distribution including, if the dividend or other distribution is franked, the amount that

would be included in the assessable income of a recipient of the dividend or other distribution who is both a resident of Australia and a natural person under the Tax Act;

• (ii) (in the case of any other entitlement that is not a dividend or other distribution under Section 2(a)(i) of this Schedule A which is traded on the Australian Securities Exchange on any of those Business Days), the volume weighted average sale price of all such entitlements sold on the Australian Securities Exchange during the VWAP Period on the Business Days on which those entitlements were traded; or

• (iii) (in the case of any other entitlement which is not traded on the Australian Securities Exchange during the VWAP Period), the value of the entitlement as reasonably determined by the directors of ANZBGL; and

• (b) where, on some or all of the Business Days in the VWAP Period, Ordinary Shares have been quoted on the Australian Securities Exchange as ex dividend or ex any other distribution or entitlement, and the relevant Nominal Amount of Subordinated Notes will Convert into Ordinary Shares which would be entitled to receive the relevant dividend or other distribution or entitlement, the VWAP on the Business Days on which those Ordinary Shares have been quoted ex dividend or ex any other distribution or entitlement shall be increased by the Cum Value.

Adjustments to VWAP for divisions and similar transactions

• (a) Where during the relevant VWAP Period there is a change in the number of the Ordinary Shares on issue as a result of a division, consolidation or reclassification of ANZBGL’s share capital (not involving any cash payment or other distribution to or by holders of Ordinary Shares) (a " Reorganisation "), in calculating the VWAP for that VWAP Period the daily VWAP applicable on each day in the relevant VWAP Period which falls before the date on which trading in Ordinary Shares is conducted on a post Reorganisation basis shall be adjusted by the following formula:

==> picture [9 x 24] intentionally omitted <==

where:

A means the aggregate number of Ordinary Shares immediately before the Reorganisation; and

B means the aggregate number of Ordinary Shares immediately after the Reorganisation.

• (b) Any adjustment made by ANZBGL in accordance with Section 3(a) of this Schedule A will, absent manifest error, be effective and binding on Subordinated Noteholders under these Conditions and these Conditions will be construed accordingly. Any such adjustment must be promptly notified to all Subordinated Noteholders.

4. Adjustments to Issue Date VWAP

For the purposes of determining the Issue Date VWAP, corresponding adjustments to VWAP will be made in accordance with Section 2 and Section 3 of this Schedule A during the 20 Business Day period over which VWAP is calculated for the purposes of determining the Issue Date VWAP. On and from the Issue Date adjustments to the Issue Date VWAP:

• (a) may be made in accordance with Sections 5 to 7 of this Schedule A (inclusive); and

• (b) if so made, will cause an adjustment to the Maximum Conversion Number.

• Adjustments to Issue Date VWAP for bonus issues

• (a) Subject to Section 5(b) of this Schedule A below, if at any time after the Issue Date ANZBGL makes a pro rata bonus issue of Ordinary Shares to holders of Ordinary Shares generally, the Issue Date VWAP will be adjusted immediately in accordance with the following formula:

==> picture [80 x 25] intentionally omitted <==

where:

V means the Issue Date VWAP applying immediately after the application of this formula;

Vo means the Issue Date VWAP applying immediately prior to the application of this formula;

RN means the number of Ordinary Shares issued pursuant to the bonus issue; and

RD means the number of Ordinary Shares on issue immediately prior to the allotment of new Ordinary Shares pursuant to the bonus issue.

• (b) Section 5(a) of this Schedule A does not apply to Ordinary Shares issued as part of a bonus share plan, employee or executive share plan, executive option plan, share top up plan, share purchase plan or a dividend reinvestment plan.

• (c) For the purpose of Section 5(a) of this Schedule A, an issue will be regarded as a pro rata issue notwithstanding that ANZBGL does not make offers to some or all holders of Ordinary Shares with registered addresses outside Australia, provided that in so doing ANZBGL is not in contravention of the ASX Listing Rules.

• (d) No adjustments to the Issue Date VWAP will be made under this Section 5 of this Schedule A for any offer of Ordinary Shares not covered by Section 5(a) of this Schedule A, including a rights issue or other essentially pro rata issue.

• (e) The fact that no adjustment is made for an issue of Ordinary Shares except as covered by Section 5(a) of this Schedule A shall not in any way restrict ANZBGL from issuing Ordinary Shares at any time on such terms as it sees fit nor require any consent or concurrence of any Subordinated Noteholders.

• Adjustment to Issue Date VWAP for divisions and similar transactions

• (a) If at any time after the Issue Date, a Reorganisation occurs, ANZBGL shall adjust the Issue Date VWAP by multiplying the Issue Date VWAP applicable on the Business Day immediately before the date of any such Reorganisation by the following formula:

where:

A means the aggregate number of Ordinary Shares immediately before the Reorganisation; and

B means the aggregate number of Ordinary Shares immediately after the Reorganisation.

• (b) Any adjustment made by ANZBGL in accordance with Section 6(a) of this Schedule will, absent manifest error, be effective and binding on Subordinated Noteholders under these Conditions and these Conditions will be construed accordingly.

• (c) Each Subordinated Noteholder acknowledges that ANZBGL may, consolidate, divide or reclassify securities so that there is a lesser or greater number of Ordinary Shares at any time in its absolute discretion without any such action requiring any consent or concurrence of any Subordinated Noteholders.

• No Adjustment to Issue Date VWAP in certain circumstances

Despite the provisions of Section 5 and Section 6 of this Schedule A, no adjustment shall be made to the Issue Date VWAP where such adjustment (rounded if applicable) would be less than one per cent of the Issue Date VWAP then in effect.

8. Announcement of adjustment to Issue Date VWAP

ANZBGL will notify Subordinated Noteholders (an " Adjustment Notice ") of any adjustment to the Issue Date VWAP under this Schedule A within ten Business Days of ANZBGL determining the adjustment and the adjustment set out in the announcement will be final and binding.

9. Ordinary Shares

Each Ordinary Share issued or arising upon Conversion ranks pari passu with all other fully paid Ordinary Shares.

10. Listing Ordinary Shares issued on Conversion

ANZBGL shall use all reasonable endeavours to list the Ordinary Shares issued upon Conversion of the Subordinated Notes on the Australian Securities Exchange.

11. Alternative Conversion Number

If ANZBGL must Convert a Nominal Amount of a Subordinated Note in accordance with the Conditions and the Pricing Supplement specifies that the Alternative Conversion Number applies, then:

• (a) Section 1 of this Schedule A applies on the basis that the Conversion Number for the purposes of Section 1(a) of this Schedule A is the number of Ordinary Shares specified in the Final Terms as the Alternative Conversion Number; and

• (b) Sections 2 to 8 (inclusive) of this Schedule A do not apply.

• Definitions

For the purposes of this Schedule A the following terms shall have the following meanings:

" ASX Operating Rules " means the market operating rules of the Australian Securities Exchange as amended, varied or waived (whether in respect of ANZBGL or generally) from time to time.

" ASX Settlement Operating Rules " means the settlement operating rules of the Australian Securities Exchange as amended, varied or waived (whether in respect of ANZBGL or generally) from time to time.

" Issue Date VWAP " means, in respect of Subordinated Notes of a Series, the VWAP during the period of 20 Business Days on which trading in Ordinary Shares took place immediately preceding (but not including) the first date on which any Subordinated Notes of that Series were issued, as adjusted in accordance with Sections 4 to 7 (inclusive) of this Schedule A.

" Tax Act " means:

• (i) the Income Tax Assessment Act 1936 (Cth) of Australia or the Income Tax Assessment Act 1997 (Cth) of Australia as the case may be and a reference to any section of the Income Tax Assessment Act 1936 (Cth) of Australia includes a reference to that section as rewritten in the Income Tax Assessment Act 1997 (Cth) of Australia; and

• (ii) any other Act setting the rate of income tax payable and any regulation promulgated under it.

" VWAP " means, subject to any adjustments under this Schedule A, the average of the daily volume weighted average sale prices (such average being rounded to the nearest full cent) of Ordinary Shares sold on the Australian Securities Exchange during the VWAP Period or on the relevant days and where the currency of the Nominal Amount in respect of the Subordinated Note is not Australian dollars, with each such daily price converted into the Specified Currency on the basis of the spot rate of exchange for the sale of Australian Dollars against the purchase of the relevant Specified Currency in the Sydney foreign exchange market quoted by any leading bank selected by ANZBGL on the relevant calculation date. but does not include any "Crossing" transacted outside the "Open Session State" or any "Special Crossing" transacted at any time, each as defined in the ASX Operating Rules, or any overseas trades or trades pursuant to the exercise of options over Ordinary Shares;

" VWAP Period " means the period of five Business Days or such other period specified in the applicable Pricing Supplement on which trading in Ordinary Shares took place immediately preceding (but not including) the Trigger Event Date.

13. Interpretation

In respect of Ordinary Shares, if the principal securities exchange on which the Ordinary Shares are listed becomes other than the Australian Securities Exchange, unless the context otherwise requires a reference to the Australian Securities Exchange shall be read as a reference to that principal securities exchange and a reference to the ASX Listing Rules, the ASX Settlement Operating Rules, the ASX Operating Rules or any term defined in any such rules, shall be read as a reference to the corresponding rules of that exchange or corresponding defined terms in such rules (as the case may be).

Schedule 2 - Commercial particulars of the Subordinated Notes

PART A – CONTRACTUAL TERMS

1	Issuer	Australia and New Zealand Banking Group Limited
2	(i) Series Number:	1806
	(ii) Tranche Number:	1
3	Specified Currency or Currencies:	Singapore Dollars (“SGD”)
4	Aggregate Nominal Amount:	SGD500,000,000
	(i) Series:	SGD500,000,000
	(ii) Tranche:	SGD500,000,000
5	Issue Price:	100 per cent. of the Aggregate Nominal Amount
6	(i) Specified Denomination(s)	SGD250,000 and integral multiples of SGD 250,000 in
	(and Nominal Amount):	excess thereof, in each case as it may be adjusted in
		accordance with Condition 5A.4
	(ii) Calculation Amount:	SGD250,000 as it may be adjusted in accordance with
		Condition 5A.4
7	(i) Issue Date:	23 March 2015
	(ii) Interest Commencement	Issue Date
	Date:
	(ii) Trade Date:	16 March 2015
8	Maturity Date:	23 March 2027
9	Interest Basis:	Fixed Rate Note
10	Redemption/Payment Basis:	Redemption at Par
11	Change of Interest or	Change of Interest Basis as specified in item 15 (i) below
	Redemption/Payment Basis:
12	Put/Call Options:	Issuer Call Option (Further particulars specified below)
13	Status of the Notes:	Subordinated Notes
14	Method of distribution:	Syndicated
PROVISIONS RELATING TO INTEREST
(IF	ANY) PAYABLE
15	Fixed Rate Note Provisions	Applicable
	(i) Rate of Interest:	3.75 per cent. per annum payable semi-annually in arrear
		from (and including) the Issue Date up to (but excluding)
		the Optional Redemption Date.

“ Spread ” is defined as 1.372 per cent. per annum, being the difference between the Rate of Interest on the Trade Date and the seven-year SGD Swap Offer Rate (“ SOR ”) of 2.378 per cent. appearing on Bloomberg page SDSW7 TPRA Curncy (or its replacement page) at the time of

pricing on the Trade Date.

If the Notes are not redeemed, purchased and cancelled, Written-Off or Converted on or before the Optional Redemption Date, the interest payable on the Notes from, and including, the Optional Redemption Date to, but excluding, the Maturity Date, shall be reset to a fixed rate equal to the prevailing five-year SGD SOR appearing on Bloomberg page SDSW5 TPRA Curncy (or its replacement page) at the close of market on the day that is two Singapore business days preceding the Optional Redemption Date plus the Spread of 1.372 per cent.

• (ii) (a) Interest Payment 23 March and 23 September in each year commencing Date(s): on 23 September 2015 up to (and including) the Maturity Date, subject to adjustment in accordance with the Business Day Convention

• (b) Interest Period(s): Not Applicable (c) Interest Period Date: Not Applicable

• (iii) Fixed Coupon Amount(s): Not Applicable (iv) Broken Amount(s): Not Applicable (v) Day Count Fraction: Act/365 (Fixed) (vi) Business Day Convention: Following Business Day Convention

	(a) Adjusted:		Not Applicable
	(b) No Adjustment:		Applicable
	(vii) Additional Business		New York, Singapore, Sydney, London
	Centre(s):
	(viii) Party responsible	for	Fiscal Agent as Calculation Agent
	calculating the Rate(s)	of
	Interest and/or Interest
	Amount(s):
	(ix) Other terms relating to the		Not Applicable
	method of calculating
	interest for Fixed Rate
	Notes:
16	Floating Rate Note Provisions		Not Applicable
17	CMS Rate Note Provisions		Not Applicable
18	Inverse Floating Rate Provision		Not Applicable
19	Zero Coupon Note Provisions		Not Applicable
20	Linear Interpolation		Not Applicable
21	Index-Linked Interest		Not Applicable
	Note/Other variable-linked
	interest Note Provisions
22	Dual Currency Note Provisions		Not Applicable

23 Call Option

PROVISIONS RELATING TO REDEMPTION

Applicable

Any early redemption will be subject to the prior written approval of APRA

(i) Option Exercise Date(s) (if other than as set out in the Conditions): (ii) Optional Redemption Date(s):

As provided in Condition 5(e)

One time on 23 March 2022, subject to adjustment in accordance with the Business Day Convention.

The Optional Redemption Date must not be earlier than 5 years from the Issue Date.

(iii) Optional Redemption The Nominal Amount, as it may be adjusted in Amount(s) and method, if accordance with Condition 5A.4 any, of calculation of such amount(s):

(iv) If redeemable in part:

(a) Minimum Not Applicable Redemption Amount:

(b) Maximum Not Applicable Redemption Amount:

24 Put Option

Not Applicable

25 Final Redemption Amount of Nominal Amount, as it may be adjusted in accordance each Note with Condition 5A.4 26 Early Redemption Amount: Nominal Amount, as it may be adjusted in accordance with Condition 5A.4

Any early redemption will be subject to the prior written approval of APRA

GENERAL PROVISIONS APPLICABLE TO THE NOTES

27 Form of Notes: Registered Notes Registered Global Note exchangeable for Certificates in definitive form in the limited circumstances specified in the Registered Global Note.

28 Additional Financial Centre(s) or other special provisions relating to Payment Business Dates:

29 Talons for future Coupons or Receipts to be attached to Notes in definitive form (and dates on which such Talons mature):

30 Details relating to Instalment Notes, including Instalment Amount(s) and Instalment Date(s):

New York, Singapore, Sydney, London

No

Not Applicable

31 Redenomination, renominalisation Not Applicable and reconventioning provisions:

32 Consolidation provisions:

Not Applicable

33 Governing Law: English, except in relation to subordination, Conversion and Write-Off provisions of the Notes which will be governed in accordance with the laws of the State of Victoria and the Commonwealth of Australia

34 Other final terms:

Applicable.

In Condition 4(b)(iii)(a)(z), the reference to “subparagraph (A)” is changed to “sub-paragraph (a)”.

In Condition 5(b)(i), the words “(other than a Subordinated Note)” shall be deleted.

In Condition 5A.3(v), subparagraphs (a), (a), (b), (c) and (d) shall be changed to subparagraphs (a), (b), (c), (d) and (e) respectively.

In Condition 5(c), the reference in paragraph (a) of the definition of Regulatory Event to “including any announcement of a prospective change” is changed to “including any announcement of a change that has been or will be introduced”.

In Condition 5A.3, sub-paragraph (i) is replaced with:

“(i) on the Trigger Event Date, subject only to Condition 5B.5, such Nominal Amount of the Subordinated Notes will immediately Convert or be Written-Off (whichever is applicable as specified in the Pricing Supplement) as is required by the Non-Viability Determination provided that: (A) where the Non-Viability Trigger Event occurs under Condition 5A.2(i) and such Non-Viability Determination does not require all Relevant Securities to be converted into Ordinary Shares or written-off, such Nominal Amount of the Subordinated Notes shall Convert or be WrittenOff (as applicable) as is sufficient (determined by ANZBGL in accordance with Condition 5A.3(ii)) to satisfy APRA that ANZBGL is viable without further conversion or write-off; and

(B) where the Non-Viability Trigger Event occurs under Condition 5A.2(ii), all the Nominal Amount of the Subordinated Notes will immediately Convert or be Written-Off (whichever is applicable as specified in the Pricing Supplement);”.

In Condition 5B.2, the reference to “Condition 5B.4(v)” is changed to a reference to “Condition 5B.4(vi)”.

In Condition 5B.3, the reference to “, ,” after the word “provided” is deleted.

In Condition 5B.4(v), the reference to “Condition 5B.4(v)” in the last sentence is changed to “Condition 5B.4(vi)”.

In Condition 5B.4(vi), the references to “Condition 5B.4(v)(b)” and “Condition 5B.4(v)(a)” are each changed respectively to “Condition 5B.4(vi)(b)” and “Condition 5B.4(vi)(a)”.

In Condition 5B.5:

• i. the title of the Condition shall be replaced with “Write-Off of Subordinated Notes if Conversion is not effected within 5 Business Days after a Trigger Event Date”;

• ii. in the first paragraph, the reference to “and an Inability Event exists” shall be deleted and the words “for any reason (including an Inability Event)” shall be added at the end of the paragraph;

• iii. section (i) shall be replaced with “the relevant Nominal Amount of each Subordinated Note which, but for this Condition 5B.5, would be Converted, will not be Converted and instead will be Written-Off with effect on and from the Trigger Event Date; and”; and

• iv. the reference to “due to an Inability Event” in section (ii) shall be deleted.

• In Condition 5D.2(iii)(c), the reference to “(as applicable))” is changed to “(as applicable)”.

In Condition 5E.1:

• i. the definition of “Conversion” shall be replaced with “” Conversion ” means, in relation to a Subordinated Note, the allotment and issue of Ordinary Shares and the termination of the holder’s rights in relation to the relevant Nominal Amount of that Subordinated Note, in each case in accordance with Schedule A to these Conditions, and “ Convert ”, “ Converting ” and “ Converted ” have corresponding meanings.”; and

• ii. the reference in the definition of “Tier 2 Capital Security” to “Tier 2 capital” is changed to “Tier 2 Capital”.

In Condition 6(a), the reference to “Conditions 6(f)(ii) and (vi)” is changed to “Conditions 6(f)(ii) and (v)”.

In Condition 3 of Schedule A to the Conditions of the Notes, the reference to “other distribution” is changed to “other distribution (or compensation)”.

(i)	Redemption for Regulatory	Applicable
	Event
(ii)	Redemption for taxation
	reasons:
	Condition 5(b)(i)	Applicable
	(Subordinated and Senior
	Notes)
	Condition 5(b)(ii)	Applicable
	(Subordinated Notes only)
	Condition 5(b)(iii)	Applicable
	(Subordinated Notes only)
(iii)	Conversion:	Applicable

CD: 1.00 per cent.

VWAP Period: 5 Business Days

• (iv) Alternative Conversion Not Applicable Number:

• (v) Write-Off (see Condition Not Applicable 5B.1 and 5C.1):

(Where “Not Applicable” is specified at this item 34(v), this is without prejudice to the application of Condition 5B.5 where “Applicable” is specified at item 34(iii))

DISTRIBUTION

• 35 (i) If syndicated, names of Australia and New Zealand Banking Group Limited Managers: DBS Bank Ltd.

The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch United Overseas Bank Limited

• (ii) Stabilising Manager (if any): Not Applicable

• 36 If non-syndicated, name of Dealer: Not Applicable

• 37 Additional selling restrictions: Not Applicable

• 38 US Selling Restrictions: Reg S. Category 2

PART B — OTHER INFORMATION

1 LISTING

Application has been made by the Issuer for the Notes to be listed on the Australian Securities Exchange with effect from the Issue Date.

The Notes will not be transferred through, or registered on, the Clearing House Electronic Sub-Register System (“ CHESS ”) operated by ASX Settlement Pty Ltd (ABN 49 008 504 532) and will not be “Approved Financial Products” for the purposes of that system. Interest in the Notes will instead be held in, and transferable through, Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme.

No transfers will be made to retail clients (as defined in section 761G of the Corporations Act 2001 of Australia) and no bids or offers may be on an Australian Securities Exchange trading platform with a value less than A$500,000.

3 OPERATIONAL INFORMATION

ISIN Code: XS1206978543 Common Code: 120697854 Any clearing system(s) other Not Applicable

Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, société anonyme and the relevant identification number(s):

Delivery:

Delivery: Delivery against payment Names and addresses of Not Applicable additional Paying Agent(s) or other Agent(s) (if any):

Schedule 3 – Description of the rights and liabilities attaching to Ordinary Shares

The rights and liabilities attaching to the Ordinary Shares issued on conversion of the Subordinated Notes are set out in the constitution of the Issuer (“ Constitution ”) and are also regulated by the Corporations Act, ASX Listing Rules and the general law.

A summary of the key rights attaching to the Ordinary Shares is as follows. Investors who wish to inspect the Constitution may do so at the registered office of the Issuer during normal office hours.

Voting rights

Subject to any rights or restrictions attached to any shares or class of shares, a registered holder of an Ordinary Share (“ Shareholder ”) is entitled to attend and vote at a general meeting of the Issuer. Any resolution being considered at a general meeting is decided on a show of hands unless a poll is held. On a show of hands, each Shareholder present has one vote.

On a poll, each Shareholder has one vote for each Ordinary Share. Partly paid Ordinary Shares confer that fraction of a vote which is equal to the proportion which the amount paid bears to the total issue price of the Ordinary Share.

General meetings

Notice of a general meeting must be given to each Shareholder in accordance with the Corporations Act. Each Shareholder is entitled to receive notices, financial statements and other documents required to be sent to Shareholders under the Constitution, Corporations Act and ASX Listing Rules, but in the case of financial statements and annual reports only where the Shareholder has requested one to be sent to them in accordance with the Corporations Act.

Dividend entitlement

Subject to the Corporations Act, the Constitution and the terms of issue of Ordinary Shares, the board of directors of the Issuer (“ Board ”) may resolve to pay dividends on Ordinary Shares which are considered by the Board to be appropriate, in proportion to the capital paid up on the Ordinary Shares held by each Shareholder (subject to the rights of holders of shares carrying preferred rights including Subordinated Notes).

Dividend reinvestment plan and bonus option plan

Shareholders who are eligible may participate in the Issuer’s dividend reinvestment plan or bonus option plan, as in force from time to time, in accordance with (and subject to) the rules of those plans. Shareholders who are subject to the laws of a country or place other than Australia may not be eligible to participate, because of legal requirements that apply in that country or place or in Australia. Until the Board otherwise determines, participation in the Issuer’s dividend reinvestment plan and bonus option plan is not available directly or indirectly to any entity or person (including any legal or beneficial owner of Ordinary Shares) who is (or who is acting on behalf of or for the account or benefit of an entity or person who is) in or resident in the United States (including its territories or possessions) or Canada.

Rights of shareholders on a winding-up of the Issuer

If the Issuer is wound up and its property is more than sufficient to pay all debts, share capital of the Issuer and expenses of the winding-up, the excess must be divided among Shareholders in proportion to the capital paid up on the Ordinary Shares at the commencement of the winding-up (subject to the rights of holders of shares carrying preferred rights on winding-up including Subordinated Notes). A partly paid Ordinary Share is counted as a fraction of a fully paid Ordinary Share equal to the proportion which the amount paid on it bears to the total issue price of the Ordinary Share.

However, with the sanction of a special resolution, the liquidator may divide among Shareholders the assets of the Issuer in kind and decide how the division is to be carried out or vest assets in trustees of any trusts for the benefit of Shareholders as the liquidator thinks appropriate.

Transfer of ordinary shares

Ordinary Shares may be transferred by any means permitted by the Corporations Act or by law. The Board may decline to register a transfer where permitted to do so under the ASX Listing Rules or the settlement operating rules of the ASX (“ ASX Settlement Operating Rules ”), or where registration of the transfer is forbidden by the Corporations Act, ASX Listing Rules or ASX Settlement Operating Rules. In addition, subject to the Corporations Act, ASX Listing Rules and ASX Settlement Operating Rules, the Board may decline to register a transfer if registration would create a new holding of less than a marketable parcel under the ASX Listing Rules.

Issues of further shares

Subject to the Constitution, Corporations Act and ASX Listing Rules, the Board may issue or grant options in respect of Ordinary Shares on such terms as the Board decides. In particular, the Board may issue preference shares, including redeemable preference shares, or convertible notes with preferred, deferred or special rights or restrictions in relation to dividends, voting, return of capital and participation in surplus on a windingup of the Issuer.

Variation of rights

The Issuer may only modify or vary the rights attaching to any class of shares with the prior approval, by a special resolution, of the holders of shares in that class at a meeting of those holders, or with the written consent of the holders of at least 75% of the issued shares of that class.

Subject to the terms of issue, the rights attached to a class of shares are not treated as varied by the issue of further shares which rank equally with that existing class for participation in profits and assets of the Issuer.

Variation of the constitution

The Constitution can only be modified by a special resolution in accordance with the Corporations Act. Under the Corporations Act, for a resolution to be passed as a special resolution it must be passed by at least 75% of the votes cast by members entitled to vote on the resolution.

Approved NOHC event

If an Approved NOHC event occurs the terms and conditions of the Subordinated Notes may be amended to enable substitution of the Approved NOHC as the issuer of ordinary shares on Conversion (including Conversion upon the occurrence of a Non-Viability Trigger Event). If this occurs, the rights and liabilities of the Approved NOHC Ordinary Shares will not be materially different to the rights and liabilities of Ordinary Shares.