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Australia and New Zealand Banking Group Ltd. Capital/Financing Update 2026
10425_rns_2026-01-14_48aae746-5dcd-4ca9-b3ed-b13e2e61fa0b.pdf
Capital/Financing Update
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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) 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 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 "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 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 309B of the SFA 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(1) 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 FAA-N16: Notice on Recommendations on Investment Products).
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: 2185
Tranche No: 1
GBP 200,000,000 Floating Rate Notes due January 2027 (the "Notes")
Issue Price: 100 per cent.
NatWest Markets Plc (the "Dealer")
The date of these Final Terms is 12 January 2026
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 2025 (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/anzbanking-group/euro-medium-term-note-programme-aus/ and the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/marketnews-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.
| 1 | (i) | Series Number: | 2185 |
|---|---|---|---|
| (ii) | Tranche Number: | 1 | |
| (iii) | Date on which theNoteswillbeconsolidatedandform a single Series: | Not Applicable | |
| 2 | (i) | Specified Currencyor Currencies: | British Pound Sterling ("GBP") |
| (ii) | Exotic CurrencyPayments: | Not Applicable | |
| (iii) | Exotic CurrencyRelevant Time: | Not Applicable | |
| (iv) | Exotic CurrencyThomson ReutersScreen Page: | Not Applicable | |
| 3 | Aggregate Principal Amount: | GBP 200,000,000 | |
| (i) | Series: | GBP 200,000,000 | |
| (ii) | Tranche: | GBP 200,000,000 | |
| 4 | Issue Price: | 100.00 per cent. of the Aggregate Principal Amount | |
| 5 | Specified Denomination(s): | GBP 100,000 | |
| 6 | Calculation Amount: | GBP 100,000 | |
| 7 | (i) | Issue Date: | 14 January 2026 |
| (ii) | InterestCommencement Date: | Issue Date | |
| 8 | Maturity Date: | Interest Payment Date falling on or nearest to 14January 2027 | |
| 9 | Interest Basis: | Floating Rate |
- 10 Redemption/Payment Basis: Redemption at Par
- 11 Change of Interest or Redemption/Payment Basis: Not Applicable
- 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 Applicable
(i) (a) Interest Payment Dates: On 14 April 2026, 14 July 2026, 14 October 2026, and 14 January 2027, commencing on 14 April 2026, 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 Amounts: Not Applicable
- (iv) Additional Business Centre(s): New York
Maturity:
- (v) Manner in which the Rate(s) of Interest is/are to be determined: Screen Rate Determination
- (vi) Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s): Fiscal Agent shall be the Calculation Agent
- (vii) Screen Rate Determination: Applicable - Reference Rate: SONIA (Non-Index Determination) - Specified Not Applicable
4
| - | InterestDeterminationDate(s): | Fifth London Banking Day prior to the InterestPayment Date for the relevant Interest Period |
|---|---|---|
| - | RelevantScreen Page: | Reuters Screen Page SONIA (or any successor orreplacement page) |
| - | ReferenceBanks: | Not Applicable |
| - | RelevantTime: | Not Applicable |
| - | RelevantFinancialCentre: | Not Applicable |
| - | ObservationLook BackPeriod: | Five London Banking Days |
| - | ObservationMethod: | Lookback |
| - | ObservationShift Period: | Not Applicable |
| - | SuspensionDeterminationPeriod: | Not Applicable |
| - | RelevantNumber: | Not Applicable |
| - | ISDADeterminationfor Fallback: | Not Applicable |
| (viii) | BBSW RateDetermination/AONIA RateDetermination: | Not Applicable |
| (ix) | ISDADetermination: | Not Applicable |
| (x) | Margin(s): | + 0.36 per cent. per annum |
| (xi) | Rate Multiplier: | Not Applicable |
| (xii) | Minimum Rate ofInterest: | Not Applicable |
| (xiii) Maximum Rate ofInterest: | Not Applicable | |
| (xiv) | Day Count Fraction: | Actual/365 (Fixed) |
- 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: Not Applicable
PROVISIONS RELATING TO REDEMPTION
| 19 | Call Option | Not Applicable |
|---|---|---|
| 20 | Clean-Up Call | Not Applicable |
| 21 | Put Option | Not Applicable |
| 22 | Final RedemptionAmount of each Note: | GBP 100,000 per Calculation Amount |
| 23 | Early Redemption for NZSubordinated NoteRegulatory Event: | Not Applicable |
| 24 | Early RedemptionAmount: | GBP 100,000 per Calculation Amount |
| (Early RedemptionAmounts payable onredemption on account ofan NZ Subordinated NoteRegulatory Event, fortaxation reasons or on anEvent of Default or otherearly redemption and/orthe method of calculatingthe same) |
GENERAL PROVISIONS APPLICABLE TO THE NOTES
25 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.
| 26 | Payment Business DayConvention: | Modified Following |
|---|---|---|
| 27 | Additional FinancialCentre(s): | New York |
| 28 | Details relating toInstalment Notes,including InstalmentAmount(s) and InstalmentDate(s): | Not Applicable |
| 29 | Redenomination,renominalisation andreconventioningprovisions: | Not Applicable |
| DISTRIBUTION |
30 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
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" section under heading"Use of Proceeds and a General Description ofthe ANZ SDG Bond Framework" in the BaseProspectus |
|---|---|---|
| (ii) | Estimate of total expenses relatedto admission to trading: | GBP 6,500 |
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 YIELD
| Indication of yield: | Not Applicable | |
|---|---|---|
| 6 | BENCHMARKS | |
| Relevant Benchmark: | SONIA is provided by the Bank of England | |
| As at the date hereof, the Bank of England does |
As at the date hereof, the Bank of England does not appear on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority
(ESMA) pursuant to Article 36 of Regulation (EU) 2016/1011 (the EU Benchmarks Regulation).
As at the date hereof, the Bank of England does not appear on the register of administrators and benchmarks established and maintained by the Financial Conduct Authority (FCA) pursuant to Article 36 of Regulation (EU) 2016/1011 as it forms part of U.K. domestic law by virtue of the EUWA (the UK Benchmarks Regulation).
As far as the Issuer is aware, SONIA does not fall within the scope of the EU Benchmarks Regulation by virtue of Article 2 of the EU Benchmarks Regulation, such that the Bank of England is not currently required to obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence).
As far as the Issuer is aware, SONIA does not fall within the scope of the UK Benchmarks Regulation by virtue of Article 2 of the UK Benchmarks Regulation, such that the Bank of England is not currently required to obtain authorisation or registration (or, if located outside the United Kingdom, recognition, endorsement or equivalence).
| ISIN: | XS3272254304 |
|---|---|
| Temporary ISIN: | Not Applicable |
| Common Code: | 327225430 |
| Temporary Common Code: | Not Applicable |
| FISN: | AUSTRALIA AND N/VAR MTN 20270114, asupdated, asset out on the website of theAssociation of National Numbering Agencies("ANNA") or alternatively sourced from theresponsible National Numbering Agency thatassigned the ISIN. |
| CFI code: | DTVXFB, as updated, as set out on the website ofANNAoralternativelysourcedfromtheresponsible National Numbering Agency thatassigned the ISIN. |
| Any clearing system(s) other thanEuroclear Bank SA/NV and ClearstreamBanking S.A. and the relevantidentification number(s): | Not Applicable |
| Delivery: | Delivery against payment |
7 OPERATIONAL INFORMATION
Names and addresses of additional Paying Agent(s) (if any): Not Applicable.