Australia and New Zealand Banking Group Ltd. — Capital/Financing Update 2025

Sep 29, 2025

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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) ofMiFID 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 by the European Union (Withdrawal Agreement) Act 2020 ("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.

UK MiFIR product governance / Professional investors and eligible counterparties only target market - Solely for the purposes of the Dealer's product approval process as a UK MiFIR (as defined below) "manufacturer", the target market assessment completed by the relevant Dealer in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "UK distributor") should take into consideration the manufacturer's target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's/s target market assessment) and determining appropriate distribution channels. The Issuer is not subject to UK MiFIR. The Issuer is therefore not a "manufacturer" for the purposes of the UK MiFIR Product Governance Rules and has no responsibility or liability for identifying a target market, or any other product governance obligation set out in UK MiFIR, for financial instruments it issues (including the foregoing target market assessment for the Notes described in this legend).

Notification under Section 309B of the Securities and Futures Act 2001 of Singapore (the "SFA"): In connection with Section 3098 of the SF A and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined and hereby notifies all relevant persons (as defined in Section 309A(l) of the SFA) that the Notes are 'prescribed capital markets products' ( as defined in the CMP 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 F AA-N 16: 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 ofVictoria) Legal Entity Identifier: JHE42UYNWWTJB8YTTU19]

(the "IssuerError! Bookmark not defined.")

US\$60,000,000,000 Euro Medium Term Note Programme

Series No: 2174

Tranche No: 1

EUR 750,000,000 Floating Rate Notes due September 2027 (the "Notes")

Issue Price: 100 per cent.

NatWest Markets Pie (the "Dealer")

The date of these Final Terms is 25 Septem her 2025

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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 20 November 2024 and the Supplemental Base Prospectuses dated 9 December 2024, 20 February 2025, 4 April 2025, 8 May 2025, 15 August 2025, 15 September 2025 and 17 September 2025 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/programm es/ anz-banking-group/ euro-medium-term-notep_r_ggramme-ausland the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and during normal business hours at the offices of the Paying Agents and copies may be obtained from Deutsche Bank AG, London Branch, 21 Moorfields, London EC2Y 9DB.

	(i)	Series Number:	2174
	(ii)	Tranche Number:
	(iii)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
2	(i)	Specified Currency or Currencies:	Euro ("EUR")
	(ii)	Exotic Currency Payments:	Not Applicable
	(iii)	Exotic Currency Relevant Time:	Not Applicable
	(iv)	Exotic Currency Thomson Reuters Screen Page:	Not Applicable
3	Aggregate Principal Amount:		EUR 750,000,000
	(i)	Series:	EUR 750,000,000
	(ii)	Tranche:	EUR 750,000,000
4	Issue Price:		100 per cent. of the Aggregate Principal Amount
5	Specified Denomination(s):		EUR 100,000
6	Calculation Amount:		EUR 100,000
7	(i)	Issue Date:	29 September 2025

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(ii) Interest Commencement Date:

Issue Date

8 Maturity Date: Interest Payment Date falling on or nearest to 29 September

2027

9 Interest Basis: Floating Rate

IO Redemption/Payment Basis:

Redemption at Par

11 Change of Interest or

Not Applicable

Redemption/Payment Basis:

12 NZ Subordinated Notes: Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAY ABLE

13 Fixed Rate Note Provisions Not Applicable

14 Floating Rate Note Provisions Applicable

(i) (a) Interest Payment

Dates:

29 December, 29 March, 29 June and 29 September in each year commencing on 29 December 2025, in each case

subject to adjustment in accordance with the Business Day

Convention specified below

(b) Interest Period(s):

Not Applicable

(c) Interest Period

Date:

Not Applicable

(ii) Business Day Convention: Modified Following Business Day Convention

(iii) No Adjustment of Interest Not Applicable

Amounts:

Centre(s):

determined:

Amount(s):

(iv) Additional Business New York

(v) Manner in which the Rate(s) Screen Rate Determination

of Interest is/are to be

calculating the Rate(s) of Interest and/or Interest

(vi) Party responsible for Fiscal Agent shall be the Calculation Agent

(vii) Screen Rate Determination:

Applicable

Reference Rate:

EURIBOR

Specified Maturity:

3 months

Interest Determination

Date(s):

Two T2 Business Day prior to the beginning of each

Interest Period

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	Relevant Screen Page:	Bloomberg Page "EUR003M "
	Reference Banks:	Not Applicable
	Relevant Time:	Not Applicable
	Relevant Financial Centre:	Not Applicable
	Observation Look Back Period:	Not Applicable
	Observation Method:	Not Applicable
	Observation Shift Period:	Not Applicable
	Suspension Determination Period:	Not Applicable
	Relevant Number:	Not Applicable
	ISDA Determination for Fallback:	Not Applicable
(viii)	BBSW Rate Determination/AONIA Rate Determination:	Not Applicable
(ix)	ISDA Determination:	Not Applicable
(x)	Margin(s):	+ 0.34 per cent. per annum
(xi)	Rate Multiplier:	Not Applicable
(xii)	Minimum Rate of Interest:	Not Applicable
(xiii)	Maximum Rate of Interest:	Not Applicable
(xiv)	Day Count Fraction:	Actual/360
	(xv)Linear Interpolation:	Not Applicable
	CMS Rate Note Provisions:	Not Applicable
Provisions	Inverse Floating Rate Note	Not Applicable
	Range Accrual Note Provisions:	Not Applicable
(xi)	Single Range Accrual Note:	Not Applicable

PROVISIONS RELATING TO REDEMPTION

(xii) Dual Range Accrual Note: Not Applicable

Zero Coupon Note Provisions: Not Applicable

15

16

17

18

19 Call Option Not Applicable

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20 Put Option Not Applicable

21 Final Redemption Amount of each EUR I 00,000 per Calculation Amount Note:

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

23 Early Redemption Amount: EURI00,000 per Calculation Amount

(Early Redemption Amounts payable on redemption on account of an NZ Subordinated Note Regulatory Event, for taxation reasons or on an Event of Default or other early redemption and/or the method of calculating the same)

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):

New York

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

Not Applicable

28 Redenomination, renominalisation and reconventioning provisions:

Not Applicable

DISTRIBUTION

29 US Selling Restrictions:

TEFRA D Rules; Regulation S Category 2

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

By:

Duly Authorised Signatory/Attorney

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PART B - OTHER INFORMATION

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 and a General Description of the ANZ SDG Bond Framework" in the Base Prospectus

(ii) Estimate of total expenses related to admission to trading:

GBP 6350

3 RATINGS

The Notes to be issued are expected to be rated:

S&P Global: AA-

An obligation rated 'AA' differs from the highest-rated obligations only to a small degree. The obligor's capacity to meet its financial commitments on the obligation is very strong. Ratings from 'AA' to 'CCC' may be modified by the addition of a plus ( +) or minus (-) sign to show relative standing within the major rating categories.

Third Party Information

The ratings explanation set out in this Item 3 of Part B is sourced from the website of S&P. The Issuer confirms that such information has been accurately reproduced and, as far as the Issuer is aware and is able to ascertain from information published by S&P, no facts have been omitted which would render the reproduced information inaccurate or misleading.

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:

EURIBOR is provided by the European Money Markets Institute ("EMMI'').

As at the date hereof, EMMI appears on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority (ESMA)

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pursuant to Article 36 of Regulation (EU) 2016/1011 (the EU Benchmarks Regulation).

As at the date hereof, EMMI appears on the register of administrators and benchmarks established and maintained by the Financial Conduct Authority pursuant to Article 36 of Regulation (EU) 2016/1011 as it forms part of United Kingdom. domestic law by virtue of the EUW A (the UK Benchmarks Regulation)

7 OPERATIONAL INFORMATION

ISIN:

XS3191628794

Temporary ISIN:

Not Applicable

Common Code:

319162879

Temporary Common Code:

Not Applicable

FISN:

As set out on the website of the Association of National Numbering Agencies ("ANNA") or alternatively sourced from the responsible National Numbering Agency that assigned the

ISIN.

CFI code:

As set out on the website of ANNA or alternatively sourced from the responsible National Numbering

Agency that assigned the ISIN.

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

Not Applicable

Delivery: Delivery against payment

Names and addresses of additional Paying Not Applicable

Agent(s) (if any):