Australia and New Zealand Banking Group Ltd. — Capital/Financing Update 2023

Mar 28, 2023

FINAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ( " EEA "). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, " MiFID II "); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the " Insurance Distribution Directive "), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the " EU PRIIPs Regulation ") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the " UK "). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (" EUWA "); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the " FSMA ") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the " UK PRIIPs Regulation ") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Notification under Section 309(B)(1) of the Securities and Futures Act 2001 of Singapore (the " SFA ") – The Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (the " MAS ") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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Australia and New Zealand Banking Group Limited

(Australian Business Number 11 005 357 522)

(Incorporated with limited liability in Australia and registered in the State of Victoria)

Legal Entity Identifier: JHE42UYNWWTJB8YTTU19

(the " Issuer ")

US$60,000,000,000

Euro Medium Term Note Programme

Series No: 2094

Tranche No: 1

USD 100,000,000 Zero Coupon Callable Notes due 30 March 2043 (the “ Notes ”)

Issue Price: 100.00 per cent.

Australia and New Zealand Banking Group Limited (the “ Dealer ”)

The date of these Final Terms is 28 March 2023

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PART A — CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 16 November 2022 and the Supplemental Base Prospectuses dated 4 January 2023 and 9 February 2023 which together constitute a base prospectus (the " Base Prospectus ") for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus.

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the website of the Issuer at https://www.anz.com/debtinvestors/centre/programmes/anz-banking-group/euro-mediumterm-note-programme-aus/ and the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-newshome.html and during normal business hours at the offices of the Paying Agents and copies may be obtained from Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.

• 1 (i) Series Number: 2094

• (ii) Tranche Number: 1

• (iii) Date on which the Notes will Not Applicable be consolidated and form a single Series:

• 2 (i) Specified Currency or United States Dollar (“ USD ”) Currencies:

• (ii) Exotic Currency Payments: Not Applicable

• (iii) Exotic Currency Relevant Not Applicable Time:

• (iv) Exotic Currency Thomson Not Applicable Reuters Screen Page:

3	Aggregate Principal Amount:	USD 100,000,000
	(i) Series:	USD 100,000,000
	(ii) Tranche:	USD 100,000,000
4	Issue Price:	100.00 per cent. of the Aggregate Principal
		Amount
5	Specified Denomination(s):	USD 2,000,000
6	Calculation Amount:	USD 2,000,000
7	(i) Issue Date:	30 March 2023

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	(ii) Interest Commencement Date:	(ii) Interest Commencement Date:	Not Applicable
8	Maturity Date:		30 March 2043
9	Interest Basis:		Zero Coupon
10	Redemption/Payment Basis:		261.31578134 per cent. of the Aggregate
			Principal Amount
11	Change of Interest	or	Not Applicable
	Redemption/Payment Basis:
12	NZ Subordinated Notes:		Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13	Fixed Rate Note Provisions		Not Applicable
14	Floating Rate Note Provisions		Not Applicable
15	CMS Rate Note Provisions:		Not Applicable
16	Inverse Floating Rate Note Provisions		Not Applicable
17	Range Accrual Note Provisions:		Not Applicable

18 Zero Coupon Note Provisions: Applicable

(i) Compound Interest: Applicable (A) Amortisation Yield: 4.93 per cent. per annum (ii) Linear Interest: Not Applicable

(iii) Day Count Fraction: 30/360, unadjusted

PROVISIONS RELATING TO REDEMPTION

• 19 Call Option

Applicable

(i) Optional Redemption Date(s): The Issuer shall have the right to redeem the Notes in whole (but not in part) on 30 March 2030, 30 March 2035 and 30 March 2040, subject to adjustment for payment purposes only in accordance with the Modified Following Business Day Convention

• (ii) Optional Redemption USD 2,801,094.14 per Calculation Amount if Amount(s) and method, if any, redeemed on 30 March 2030 of calculation of such USD 3,563,084.07 per Calculation Amount if

• amount(s):

USD 3,563,084.07 per Calculation Amount if redeemed on 30 March 2035

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USD 4,532,360.38 per Calculation Amount if redeemed on 30 March 2040

(iii) If redeemable in part:

• (a) Minimum Redemption Not Applicable Amount:

• (b) Maximum Redemption Not Applicable Amount:

• (iv) Option Exercise Dates:

No less than five (5) Business Days prior to each Optional Redemption Date

• 20 Put Option

Not Applicable

• 21 Final Redemption Amount of each USD 5,226,315.63 per Calculation Amount Note:

• 22 Early Redemption for NZ Not Applicable Subordinated Note Regulatory Event:

• 23 Early Redemption Amount: As specified in Condition 5(e)

GENERAL PROVISIONS APPLICABLE TO THE NOTES

• 24 Form of the Notes:

Bearer Notes

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Bearer Notes in definitive form on 60 days' notice (or, following a failure to pay principal, on 30 days' notice) by the Issuer and in the limited circumstances specified in the Permanent Global Note.

• 25 Payment Business Day Convention: Modified Following

• 26 Additional Financial Centre(s):

Not Applicable

• 27 Details relating to Instalment Notes, Not Applicable including Instalment Amount(s) and Instalment Date(s):

• 28 Redenomination, renominalisation Not Applicable and reconventioning provisions:

DISTRIBUTION

29 US Selling Restrictions:

TEFRA D Rules; Regulation S Category 2

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Signed on behalf of Australia and New Zealand Banking Group Limited:

By: Andrei Ivanov

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Duly Authorised Signatory/Attorney

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PART B — OTHER INFORMATION

1 LISTING

Listing and Admission to trading:

Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market and admitted to the Official List of the UK Financial Conduct Authority with effect from on or about the Issue Date.

2 REASONS FOR THE OFFER, ESTIMATED TOTAL EXPENSES RELATED TO ADMISSION TO TRADING

(i) Reasons for the offer: See "Use of Proceeds" in the Base Prospectus

• (ii) Estimate of total expenses GBP 4,300 related to admission to trading:

• 3 RATINGS

The Notes to be issued have not been rated

4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer, including conflicting interests.

5 ( Fixed Rate Notes only ) YIELD

Indication of yield: Not Applicable

6 BENCHMARKS

Relevant Benchmark: Not Applicable

• 7 OPERATIONAL INFORMATION

ISIN: XS2605831747 Temporary ISIN: Not Applicable Common Code: 260583174 Temporary Common Code: Not Applicable

FISN:

AUSTRALIA AND N/ZERO CPN MTN, as updated, as set out on the website of the Association of National Numbering Agencies (" ANNA ") or alternatively sourced from the

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responsible National Numbering Agency that assigned the ISIN.

CFI code:

Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):

Delivery:

Names and addresses of additional Paying Agent(s) (if any) or, in the case of VPS Notes, the VPS Agent and the VPS Trustee:

DTZXFB, as updated, as set out on the website of ANNA or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN.

Not Applicable

Delivery against payment

Not Applicable.

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