News Release

ANZ

For Release: 14 May 2026

Issue of EUR 750 million of Subordinated Notes

Notice under section 708A(12H)(e) of the Corporations Act 2001 (Cwth)

Today Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) ("ANZBGL") will issue EUR 750 million subordinated notes due 14 May 2038 pursuant to its US$60 billion Euro Medium Term Note Programme (the "Subordinated Notes").

The Subordinated Notes convert into fully paid ordinary shares of ANZ Group Holdings Limited (ABN 16 659 510 791) ("ANZGHL") ("ANZGHL Ordinary Shares") where the Australian Prudential Regulation Authority ("APRA") determines this to be necessary on the grounds that ANZBGL would otherwise become non-viable.

This notice is given jointly by ANZBGL and ANZGHL. It is a cleansing notice prepared for the purposes of section 708A(12H)(e) of the Corporations Act 2001 (Cwth) ("Corporations Act") (as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument 2026/88) to enable ANZGHL Ordinary Shares or Approved NOHC Ordinary Shares¹ issued on conversion of the Subordinated Notes to be freely tradeable without further disclosure and includes:

in Schedule 1, the description of the rights and liabilities attaching to the Subordinated Notes that has been extracted from the Information Memorandum dated 20 November 2025 as supplemented (the "Information Memorandum");
in Schedule 2, commercial particulars of the Subordinated Notes, extracted from the Pricing Supplement for the Subordinated Notes dated 12 May 2026; and
in Schedule 3, the description of the rights and liabilities attaching to ANZGHL 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 ANZBGL will not have a material impact on ANZBGL's or ANZGHL's financial position. If a Non-Viability Trigger Event occurs and ANZGHL issues ANZGHL Ordinary Shares, the impact of Conversion on ANZGHL would be to increase ANZGHL's shareholders' equity. The number of ANZGHL Ordinary Shares issued on Conversion is limited to the Maximum Conversion Number. The Maximum Conversion Number is 22,401.4337 ANZGHL Ordinary Shares per Subordinated Note (with a nominal value of EUR 100,000), based on the Issue Date VWAP² of EUR 22.32.

As a disclosing entity, ANZGHL is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. Broadly, these obligations require ANZGHL to prepare and lodge with the Australian Securities and Investments Commission ("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.

ANZGHL must ensure that the ASX is continuously notified of information about specific events and matters as they arise for the purposes of the ASX making the information available to the Australian securities market. In this regard, ANZGHL 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.

ANZGHL will provide a copy of any of the following documents free of charge to any person who requests a copy:

¹ Refer to Schedule 1 for the meaning of "Approved NOHC Ordinary Shares" in the context of the Subordinated Notes.
² Average of the daily volume weighted average sale prices of ANZGHL Ordinary Shares. Refer to Schedule 1 for the meaning of "Issue Date VWAP" and "VWAP Period" in the context of the Subordinated Notes.

ANZ Group Holdings Limited ABN 16 659 510 791
Australia and New Zealand Banking Group Limited ABN 11 005 357 522
833 Collins Street Docklands Victoria 3008 Australia

News Release

ANZ

the Information Memorandum;
any continuous disclosure notices given by ANZGHL in the period after the lodgement of the annual financial report of ANZGHL for the year ended 30 September 2025 and before the date of this notice;
ANZGHL’s annual financial report for the year ended 30 September 2025;
ANZGHL’s unaudited condensed consolidated financial statements for the half-year ended 31 March 2026; and
ANZGHL’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

For media enquiries and investor queries contact:

Lachlan McNaughton
Head of External Communications
Tel: +61 457 494 414

David Goode
Head of Debt Investor Relations
Tel: +61 410 495 399

Approved for distribution by ANZ Group’s Continuous Disclosure Committee

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OF AMERICA

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 ANZGHL 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 the sale is not to a retail client for the purposes of Chapter 7 of the Corporations Act. The securities have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (“US 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 (as defined in Regulation S under the US Securities Act) unless an exemption from the registration requirements of the US 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.

ANZ Group Holdings Limited ABN 16 659 510 791
Australia and New Zealand Banking Group Limited ABN 11 005 357 522
833 Collins Street Docklands Victoria 3008 Australia

SCHEDULE 1 – Description of rights and liabilities attaching to the Subordinated Notes

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SCHEDULE A

TERMS AND CONDITIONS OF THE NON PR 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. Wording which appears in italics in the text does not form part of the terms and conditions.

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 Bank 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 Bank 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 20 November 2025 (as further amended and/or supplemented and/or restated as at the Issue Date of the Notes, the "Agency Agreement") between the Issuers, ANZ Bank 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 21 November 2023 (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 21 November 2023 (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, the Deed of Guarantee and the Deed of Undertaking 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, the Deed of Guarantee and the Deed of Undertaking 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.

Form, Denomination and Title

The Notes are issued (i) in bearer form ("Bearer Notes") or (ii) 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, a Range Accrual 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. Notes issued as Subordinated Notes must not be Zero Coupon Notes, Range Accrual Notes, Inverse Floating Rate Notes, Index Linked Interest Notes, Index Linked Redemption Notes, Instalment Notes, Dual Currency Notes, CMS Rate Notes or any combination of any of the foregoing.

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, "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.

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. 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.

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(b) 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.

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 Condition 2(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).

(d) 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).

(e) 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.

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(3) 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 that APRA makes or is liable to make to (A) holders of protected accounts under the Banking Act or (B) a body corporate pursuant to a determination made by APRA in connection with a transfer of the ADI's business to that body corporate (where that transfer includes liabilities of the ADI in respect of protected accounts) under the Financial Sector (Transfer and Restructure) Act 1999 of Australia, (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 their order of 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(t)) 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 present or future 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 any instruments issued as Relevant Tier 2 Securities.

"Junior Ranking Securities" means any present or future instrument:

(i) issued as Tier 1 Capital; and
(ii) that 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 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).

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

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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 Bank New Zealand and ANZNIL are not guaranteed by ANZBGL.

4. Interest and other Calculations

(a) Interest on Fixed Rate Notes

(i) Each Fixed Rate Note bears interest on its outstanding Principal 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) 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.

(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.

(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(q) 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 (i) and (j) (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.

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

(i) Interest Payment Dates: Each Floating Rate Note and Index Linked Interest Note bears interest on its outstanding Principal 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.

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(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) 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, Screen Rate Determination, BBSW Rate Determination or AONIA Rate Determination shall apply depending upon which is specified in the Pricing Supplement.

(A) ISDA Determination for Floating Rate Notes

If ISDA Determination is specified in the applicable 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 an interest rate swap transaction if the Calculation Agent were acting as Calculation Agent for that interest rate swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which:

(i) if the Pricing Supplement specifies either "2006 ISDA Definitions" or "2021 ISDA Definitions" as the applicable ISDA Definitions:

(A) the Floating Rate Option is as specified in the relevant Pricing Supplement;

(B) the Designated Maturity, if applicable, is a period specified in the relevant Pricing Supplement; and

(C) the relevant Reset Date, unless otherwise specified in the relevant Pricing Supplement, has the meaning given to it in the ISDA Definitions; and

(D) the definition of 'Fallback Observation Day' in the ISDA Definitions shall be deemed deleted in its entirety and replaced with the following: 'Fallback Observation Day' means, in respect of a Reset Date and the Calculation Period (or any Compounding Period included in that Calculation Period) to which that Reset Date relates, unless otherwise agreed, the day that is five Business Days preceding the related Payment Date;

(E) if the specified Floating Rate Option is an Overnight Floating Rate Option, Compounding is specified to be applicable in the relevant Pricing Supplement and:

(1) if Compounding with Lookback is specified as the Compounding Method in the relevant Pricing Supplement then (a) Compounding with Lookback is the Overnight Rate Compounding Method and (b) Lookback is the number of Applicable Business Days specified in the relevant Pricing Supplement;

(2) if Compounding with Observation Period Shift is specified as the Compounding Method in the relevant Pricing Supplement then (a)

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Compounding with Observation Period Shift is the Overnight Rate Compounding Method, (b) Observation Period Shift is the number of Observation Period Shift Business Days specified in the relevant Pricing Supplement and (c) Observation Period Shift Additional Business Days, if applicable, are the days specified in the relevant Pricing Supplement; or

(3) if Compounding with Lockout is specified as the Compounding Method in the relevant Pricing Supplement then (a) Compounding with Lockout is the Overnight Rate Compounding Method, (b) Lockout is the number of Lockout Period Business Days specified in the relevant Pricing Supplement and (c) Lockout Period Business Days, if applicable, are the days specified in the relevant Pricing Supplement;

(F) if the specified Floating Rate Option is an Overnight Floating Rate Option, Averaging is specified to be applicable in the relevant Pricing Supplement and:

(1) if Averaging with Lookback is specified as the Averaging Method in the relevant Pricing Supplement then (a) Averaging with Lookback is the Overnight Rate Averaging Method and (b) Lookback is the number of Applicable Business Days specified in the relevant Pricing Supplement;

(2) if Averaging with Observation Period Shift is specified as the Averaging Method in the relevant Pricing Supplement then (a) Averaging with Observation Period Shift is the Overnight Rate Averaging Method, (b) Observation Period Shift is the number of Observation Period Shift Business Days specified in the relevant Pricing Supplement and (c) Observation Period Shift Additional Business Days, if applicable, are the days specified in the relevant Pricing Supplement; or

(3) if Averaging with Lockout is specified as the Averaging Method in the relevant Pricing Supplement then (a) Averaging with Lockout is the Overnight Rate Averaging Method, (b) Lockout is the number of Lockout Period Business Days specified in the relevant Pricing Supplement and (c) Lockout Period Business Days, if applicable, are the days specified in the relevant Pricing Supplement; and

(G) if the specified Floating Rate Option is an Index Floating Rate Option and Index Provisions are specified to be applicable in the relevant Pricing Supplement, the Compounded Index Method with Observation Period Shift shall be applicable and, (a) Observation Period Shift is the number of Observation Period Shift Business Days specified in the relevant Pricing Supplement and (b) Observation Period Shift Additional Business Days, if applicable, are the days specified in the relevant Pricing Supplement;

(ii) references in the ISDA Definitions to:

(A) "Confirmation" shall be references to the relevant Pricing Supplement;

(B) "Calculation Period" shall be references to the relevant Interest Accrual Period;

(D) "Effective Date" shall be references to the Interest Commencement Date; and

(iii) if the Pricing Supplement specifies "2021 ISDA Definitions" as being applicable:

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(A) "Administrator/Benchmark Event" shall be disapplied; and

(B) if the Temporary Non-Publication Fallback in respect of any specified Floating Rate Option is specified to be "Temporary Non-Publication Fallback – Alternative Rate" in the Floating Rate Matrix of the 2021 ISDA Definitions the reference to "Calculation Agent Alternative Rate Determination" in the definition of "Temporary Non-Publication Fallback – Alternative Rate" shall be replaced by "Temporary Non-Publication Fallback – Previous Day's Rate".

(iv) Unless otherwise defined in these Conditions, capitalised terms used in this Condition 4(b)(iii)(A) shall have the meaning ascribed to them in the ISDA Definitions.

(B) Screen Rate/Reference Bank Determination for Floating Rate Notes other than Floating Rate Notes referencing SONIA (Non-Index Determination), SONIA (Index Determination), SOFR (Non-Index Determination), SOFR (Index Determination), €STR (Non-Index Determination), €STR (Index Determination), CORRA or TONA

In respect of Floating Rate Notes other than Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is SONIA, (Non-Index Determination), SONIA (Index Determination), SOFR (Non-Index Determination), SOFR (Index Determination), €STR (Non-Index Determination), €STR (Index Determination), CORRA or TONA:

(x) if Screen Rate Determination is specified in the applicable 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 (subject to Condition 4(n) (Benchmark Replacement) and Condition 4(o) (Effect of Benchmark Transition Event)) (as determined by the Calculation Agent) on the following basis:

(I) if the Reference Rate is a composite quotation or a quotation customarily supplied by one entity, the Calculation Agent will determine the Reference Rate for the Specified Maturity and the Specified Currency which appears on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date; or

(II) in any other case, the Calculation Agent will determine the arithmetic mean of the Reference Rates for the Specified Maturity and the Specified Currency which appear on the Relevant Screen Page as of the Relevant Time on the relevant 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 Reference Rates appear on the Relevant Screen Page at the Relevant Time on the Interest Determination Date or if, in either case, the Relevant Screen Page is unavailable, subject as provided below:

(A) the Issuer will appoint a Reference Banks Agent and the Reference Banks Agent will, at the request of the Issuer, request the principal Relevant Financial Centre office of each of the Reference Banks (or such of them, being at least two, as are so quoting) to provide a quotation of the Reference Rate for the Specified Maturity and the Specified Currency at approximately the Relevant Time on the Interest Determination Date to leading banks in the Relevant Financial Centre interbank market in an amount that is representative for a single transaction in that market at that time and will provide such responses to the Calculation Agent; and

(B) the Calculation Agent will determine the arithmetic mean of such quotations.

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(z) if paragraph (y) above applies and the Reference Banks Agent advises the Calculation Agent 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 Calculation Agent shall determine the arithmetic mean of the rates per annum (expressed as a percentage) quoted by at least two out of five leading banks selected by the Reference Banks Agent (after consultation with the Issuer) in the Principal Financial Centre of the country of the Specified Currency and in an amount that is representative for a single transaction in that market at that time, in each case as selected by the Reference Banks Agent (after consultation with the Issuer), at or about the Relevant Time for a period commencing on the Effective Date equivalent to the relevant Interest Accrual Period, for loans in the Specified Currency to leading banks carrying on business in (I) Europe, or (II) (if the Reference Banks Agent advises the Calculation Agent that fewer than two of such banks are so quoting to such leading banks in Europe), the Principal Financial Centre, in either case, as provided by the Reference Banks Agent to the Calculation Agent; provided, however, that if fewer than two of such banks are so quoting to such leading banks or the Reference Banks Agent or the Calculation Agent (as the case may be) is unable to determine a rate or (as the case may be) the Calculation Agent is unable to determine an arithmetic mean in accordance with the above provisions on any Interest Determination Date, 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) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is SONIA (Non-Index Determination):

Where the Reference Rate is specified in the applicable Pricing Supplement as being "SONIA (Non-Index Determination)", the Rate of Interest for each Interest Period will, as provided below, be Compounded Daily SONIA as calculated by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest).

"Compounded Daily SONIA" means, in relation to any Interest Period, the rate of return of a daily compound interest investment (with the daily Sterling Overnight Index Average (SONIA) as the reference rate for the calculation of interest) and will be calculated by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the Interest Determination Date, as follows, and the resulting percentage will be rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards:

$$
\left[ \prod_{i=1}^{d_a} \left(1 + \frac{\text{SONIA}_{i-pLBD} \times n_i}{365}\right) - 1 \right] \times \frac{365}{d}
$$

where:

"d" is the number of calendar days in the relevant Interest Accrual Period;

"d₀" is the number of London Banking Days in the relevant Interest Accrual Period;

"i" for any Interest Accrual Period is a series of whole numbers from 1 to d₀, each representing the relevant London Banking Day in chronological order from, and including, the first London Banking Day in such Interest Accrual Period;

"London Banking Day" or "LBD" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;

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"n", for any day "i", means the number of calendar days from and including such day "i" up to but excluding the following London Banking Day;

"Observation Look-Back Period" is as specified in the applicable Pricing Supplement which shall, unless otherwise agreed with the Calculation Agent (or such other person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest), be no less than five London Banking Days;

"p", for any Interest Accrual Period, the number of London Banking Days included in the Observation Look-Back Period, as specified in the applicable Pricing Supplement, which shall, unless otherwise agreed with the Calculation Agent (or such other person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest), be no less than five London Banking Days;

the "SONIA reference rate", in respect of any London Banking Day, is a reference rate equal to the daily Sterling Overnight Index Average ("SONIA") rate for such London Banking Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors (on the London Banking Day immediately following such London Banking Day); and

"SONIAi-pLBD" means, in respect of any London Banking Day falling in the relevant Interest Accrual Period, the SONIA reference rate for the London Banking Day falling "p" London Banking Days prior to the relevant London Banking Day "i".

If, in respect of any relevant London Banking Day, the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) determines that the SONIA reference rate is not available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, then (unless the Calculation Agent or such other person specified in the applicable Pricing Supplement as the party responsible for determining the Rate of Interest) has been notified of any successor or alternative rate (together with any relevant methodology or adjustment factor) pursuant to Condition 4(n) (Benchmark Replacement), such SONIA reference rate shall be: (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing at close of business on the relevant London Banking Day; plus (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five days on which a SONIA reference rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads) to the Bank Rate.

In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions, the Rate of Interest shall be (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Accrual Period) or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Series of Notes for the first Interest Accrual Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Accrual Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Period).

If the relevant Series of Notes become due and payable in accordance with Condition 9, the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the applicable Pricing Supplement, be deemed to be the date on which such Notes became due and payable and the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding, be that determined on such date.

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(D) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is SONIA (Index Determination):

Where the Reference Rate is specified in the applicable Pricing Supplement as being "SONIA (Index Determination)", the Rate of Interest for each Interest Period will, subject as provided below, be the Compounded Daily SONIA, as determined by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the Interest Determination Date.

For the purposes of this Condition:

"Compounded Daily SONIA" means, with respect to an Interest Period, the rate of return of a daily compound interest investment (with the daily Sterling Overnight Index Average (SONIA) as the reference rate for the calculation of interest) by reference to the SONIA Compounded Index, which will be calculated by the Calculation Agent, as at the relevant Interest Determination Date as follows, and the resulting percentage will be rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards:

$$
\left(\frac {S O N I A C o m p o u n d e d I n d e x _ {E n d}}{S O N I A C o m p o u n d e d I n d e x _ {S t a r t}} - 1\right) x \frac {3 6 5}{d}
$$

where:

"Business Day" or "BD" means a London Banking Day;

"d" means the number of calendar days from (and including) the day in relation to which SONIA Compounded Index${\text{Start}}$ is determined to (but excluding) the day in relation to which SONIA Compounded Index${\text{End}}$ is determined;

"London Banking Day" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;

"SONIA Compounded Index" means the screen rate or index for compounded daily SONIA rates administered by the administrator of the SONIA reference rate that is published or displayed by such administrator or other information service from time to time on the relevant Interest Determination Date, as further specified in the applicable Pricing Supplement;

"SONIA Compounded Index$_{\text{Start}}$" means, with respect to an Interest Period, the SONIA Compounded Index determined in relation to the day falling the Relevant Number of Business Days prior to the first day of such Interest Period; and

"SONIA Compounded Index$_{\text{End}}$" means, with respect to an Interest Period, the SONIA Compounded Index determined in relation to the day falling the Relevant Number of Business Days prior to (A) the Interest Payment Date for such Interest Period, or (B) such other date on which the relevant payment of interest falls due (but which by its definition or the operation of the relevant provisions is excluded from such Interest Period).

If the relevant SONIA Compounded Index is not published or displayed by the administrator of the SONIA reference rate or other information service by 5.00 p.m. (London time) (or, if later, by the time falling one hour after the customary or scheduled

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time for publication thereof in accordance with the then-prevailing operational procedures of the administrator of the Reference Rate or of such other information service, as the case may be) on the relevant Interest Determination Date, the Rate of Interest shall be calculated for the Interest Period for which the SONIA Compounded Index is not available as if "SONIA (Non-Index Determination)" were specified as applicable in the Pricing Supplement and for these purposes the "Observation Look-Back Period" shall be deemed to be equal to the Relevant Number of Business Days, as if that alternative election had been made in the applicable Pricing Supplement. For the avoidance of doubt, if a Benchmark Disruption Event has occurred in respect of the relevant SONIA Compounded Index, the provisions of Condition 4(n) (Benchmark Replacement) shall apply.

(E) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is SOFR (Non-Index Determination):

Where the Reference Rate is specified in the applicable Pricing Supplement as being "SOFR (Non-Index Determination)", the Rate of Interest for each Interest Period will, except as provided below, be the Compounded Daily SOFR (expressed as a percentage rate per annum), as determined by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the Interest Determination Date.

For the purposes of this Condition:

"Compounded Daily SOFR" means, in relation to any Interest Period, the rate of return of a daily compound interest investment (with the Secured Overnight Financing Rate (SOFR) as the reference rate for the calculation of interest) as calculated by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards):

$$
\left[ \prod_{i=1}^{n_0} \left(1 + \frac{\mathrm{SOFR}_i \times n_i}{360}\right) - 1 \right] \times \frac{360}{d}
$$

where:

"d" is the number of calendar days in:

(i) where "Lookback" or "Suspension Period" is specified as the Observation Method in the applicable Pricing Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the applicable Pricing Supplement, the relevant Observation Period;

"d_n" is the number of U.S. Government Securities Business Days in:

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"i" is a series of whole numbers from 1 to $d_0$, each representing the relevant U.S. Government Securities Business Day in chronological order from (and including) the first U.S. Government Securities Business Day in:

"n" means for any U.S. Government Securities Business Day "i", the number of calendar days from (and including) such U.S. Government Securities Business Day "i" up to (but excluding) the following U.S. Government Securities Business Day;

"Observation Period" means, in respect of an Interest Period, the period from (and including) the U.S. Government Securities Business Day that precedes the first day of the Interest Period by the Relevant Number of U.S. Government Securities Business Days to (but excluding) the U.S. Government Securities Business Day that precedes the Interest Payment Date for such Interest Period by the Relevant Number of U.S. Government Securities Business Days;

"SOFR" means:

(i) where "Lookback" or "Suspension Period" is specified as the Observation Method in the applicable Pricing Supplement, for any U.S. Government Securities Business Day "i",

(A) if such U.S. Government Securities Business Day is a SOFR Reset Date, SOFR (as defined below) for the U.S. Government Securities Business Day that precedes the SOFR Reset Date by the Relevant Number of U.S. Government Securities Business Days; and
(B) if such U.S. Government Securities Business Day is not a SOFR Reset Date (being a U.S. Government Securities Business Day falling in the Suspension Period), SOFR for the U.S. Government Securities Business Day that precedes the first day of the Suspension Period (the "Suspension Period SOFR") by the Relevant Number of U.S. Government Securities Business Days. For the avoidance of doubt, the Suspension Period SOFR shall apply to each day falling in the relevant Suspension Period; or

(ii) where "Observation Shift" is specified as the Observation Method in the applicable Pricing Supplement, for any U.S. Government Securities Business Day "i", is equal to SOFR in respect of such U.S. Government Securities Business Day "i".

"Relevant Number" means the number specified as such in the applicable Pricing Supplement, which, unless otherwise agreed with the Calculation Agent or such other party specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest and Interest Amount, shall not be less than five (or, if no such number is specified, five); provided that, for the purposes of clause (i)(B) of the definition of "SOFR" above, the Relevant Number may be less than five, so long as the sum of the Relevant Number and the number of U.S. Government Securities Business Days in the Suspension Determination Period is not less than five (unless otherwise agreed by the Calculation Agent or such other party specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest and Interest Amount).

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"SOFR" means:

(i) in relation to any U.S. Government Securities Business Day (the "SOFR Determination Date"), the daily secured overnight financing rate as published by the SOFR Administrator at or around 3:00 p.m. (New York City time) on the SOFR Administrator's Website on the next succeeding U.S. Government Securities Business Day for trades made on such SOFR Determination Date (the "SOFR Determination Time");

(ii) if the rate specified in (i) above is not so published, and a Benchmark Transition Event and its related Benchmark Replacement Date have not both occurred (all as notified to the Calculation Agent by the Issuer), the daily secured overnight financing rate in respect of the last U.S. Government Securities Business Day for which such rate was published on the SOFR Administrator's Website; or

(iii) if the rate specified in (i) above is not so published, and a Benchmark Transition Event and its related Benchmark Replacement Date have both occurred (all as notified to the Calculation Agent by the Issuer), the rate determined in accordance with Condition 4(o) (Effect of Benchmark Transition Event).

"SOFR Reset Date" means, in relation to any Interest Period, each U.S. Government Securities Business Day during such Interest Period, other than any U.S. Government Securities Business Day falling in the Suspension Period corresponding with such Interest Period.

"Suspension Determination Period" means, if Suspension Determination Period is specified as applicable in the relevant Pricing Supplement, the number of U.S. Government Securities Business Days as are specified as such in the applicable Pricing Supplement.

"Suspension Period" means, in relation to any Interest Period, the period from (and including) the U.S. Government Securities Business Day which falls on a date equal to the number of U.S. Government Securities Business Days in the Suspension Determination Period prior to the end of such Interest Period to (but excluding) the Interest Payment Date of such Interest Period.

"U.S. Government Securities Business Day" means any calendar day except for a Saturday, Sunday or a calendar day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire calendar day for purposes of trading in U.S. government securities.

(F) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is SOFR (Index Determination):

Where the Reference Rate is specified in the applicable Pricing Supplement as being SOFR (Index Determination), the Rate of Interest for each Interest Period will, subject as provided below, be the Compounded SOFR Index, as determined by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the Interest Determination Date.

As used in this Condition:

"Compounded SOFR Index" means, with respect to an Interest Period, the rate of return of a daily compound interest investment (with SOFR (Index Determination) as the reference rate for the calculation of interest as specified in the applicable Pricing Supplement), which will be calculated by the Calculation Agent, as at the relevant Interest Determination Date as follows, (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point e.g., 9.876541 per cent. (or .09876541) being rounded down to 9.87654 per cent. (or .0987654) and 9.876545 per cent. (or .09876545) being rounded up to 9.87655 per cent. (or .0987655)):

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$$
\left(\frac {S O F R I n d e x _ {E n d}}{S O F T I n d e x _ {S t a r t}} - 1\right) \times \left(\frac {3 6 0}{d _ {c}}\right)
$$

where:

"de" means the number of calendar days from (and including) the day on which SOFR IndexStart is observed to (but excluding) the day on which SOFR IndexEnd is observed;

"SOFR Index" means, with respect to any U.S. Government Securities Business Day:

(1) the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR Administrator's Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the "SOFR Determination Time"); provided that;

(2) if a SOFR Index value does not so appear as specified in (1) above at the SOFR Determination Time,

(i) if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, then SOFR (Index Determination) shall be the rate determined pursuant to "SOFR Index Unavailable"; or

(ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, then SOFR (Index Determination) shall be the rate determined pursuant to the provisions set forth in Condition 4(o) (Effect of Benchmark Transition Event).

"SOFR IndexStart" means, with respect to an Interest Period, the SOFR Index value for the day falling the Relevant Number of U.S. Government Securities Business Days prior to the first day of such Interest Period;

"SOFR IndexEnd" means, with respect to an Interest Period, the SOFR Index value for the day falling the Relevant Number of U.S. Government Securities Business Days prior to the Interest Payment Date for such Interest Period;

"Relevant Number" means the number specified as such in the applicable Pricing Supplement, which, unless otherwise agreed with the Calculation Agent, shall not be less than five, (or, if no such number is specified, five); and

"US Government Securities Business Day" means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

SOFR Index Unavailable: if a SOFR IndexStart or SOFR IndexEnd is not published on the associated Interest Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, "Compounded SOFR Index" means, for the applicable Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such formula, initially published on the SOFR Administrator's Website at https://www.newyorkfed.org/markets/treasury-repo-reference-rates-information (or any successor source). For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to "calculation period" shall be replaced with "Observation Period" and the words "that is, 30-, 90-, or 180- calendar days" shall be removed. If the daily SOFR (SOFRi) does not so appear for any day, "i" in the Observation Period, SOFRi for such day "i" shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator's Website. For the avoidance of doubt, if a

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Benchmark Transition Event has occurred in respect of SOFR, the provisions of Condition 4(o) (Effect of Benchmark Transition Event) shall apply.

(G) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is €STR (Non-Index Determination)

Where the Reference Rate is specified in the applicable Pricing Supplement as being €STR (Non-Index Determination) the Rate of Interest for each Interest Period will, subject as provided below, be Compounded Daily €STR as determined by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the Interest Determination Date.

For the purposes of this Condition:

"Compounded Daily €STR" means, in relation to an Interest Period, the rate of return of a daily compound interest investment (with the daily euro short-term rate as the reference rate for the calculation of interest) and will be calculated by the Calculation Agent or (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the Interest Determination Date in accordance with the following formula, and the resulting percentage will be rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards:

$$
\left[ \prod_{i=1}^{d_o} \left(1 + \frac{\text{Daily } \inSTR \times n_i}{360}\right) - 1 \right] \times \frac{360}{d}
$$

Where:

"Designated Source" means, the €STR Administrator's Website (or any successor source being such other screen page, display page or other information service of a distributor or other information service provider that is authorised by the €STR Administrator to publish or otherwise make available €STR);

"€STR Administrator" means the European Central Bank or any successor administrator of €STR;

"€STR Administrator's Website" means the website of the €STR Administrator currently at https://www.ecb.europa.eu/home/html/index.en.html, or any successor website of the €STR Administrator or the website of any successor €STR Administrator;

"€STR Observation Period" means, in respect of an Interest Period, the period from (and including) the date falling "p" T2 Business Days prior to the first day of such Interest Period (and the first Interest Period shall begin on (and include) the Interest Commencement Date) to (but excluding) the date falling "p" T2 Business Days prior to (A) the Interest Payment Date for such Interest Period (and the last Interest Period shall end on (but exclude) the Maturity Date) or (B) such earlier date, if any, on which the Notes become due and payable;

"€STR reference rate" means, in respect of any T2 Business Day "x", a reference rate equal to the daily euro short-term rate ("€STR") provided by the €STR Administrator and published, displayed or made available on the Designated Source on the T2 Business Day immediately following such T2 Business Day "x" (in each case at the time specified by, or determined in accordance with, the applicable methodology, policies or guidelines, of the €STR Administrator);

"€STRi" means in respect of any T2 Business Day "i" falling in the relevant €STR Observation Period, the €STR reference rate for such T2 Business Day "i";

"€STRi-pTBD" means, in respect of any T2 Business Day "i" falling in the relevant Interest Period, the €STR reference rate for the T2 Business Day falling "p" T2 Business Days prior to the relevant T2 Business Day "i";

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"d" means the number of calendar days in:

(i) where "Lookback" is specified as the Observation Method in the applicable Pricing Supplement, the relevant Interest Period; or
(ii) where "Observation Shift" is specified as the Observation Method in the applicable Pricing Supplement, the relevant €STR Observation Period;

"Daily €STR" means:

(i) where "Lookback" is specified as the Observation Method in the applicable Pricing Supplement, €STR${\mathrm{i}}$-pTBD; or
(ii) where "Observation Shift" is specified as the Observation Method in the applicable Pricing Supplement, €STR${\mathrm{i}}$;

"d$_0$" means the number of T2 Business Days in:

"i" means a series of whole numbers from 1 to $d_0$, each representing the relevant T2 Business Day in chronological order from (and including) the first T2 Business Day in:

"n$_i$" means, for any T2 Business Day "i", the number of calendar days from (and including) such T2 Business Day "i" up to (but excluding) the following T2 Business Day;

"p" means the number of T2 Business Days included in:

(i) where "Lookback" is specified as the Observation Method in the applicable Pricing Supplement, the Observation Look-back Period specified in the applicable Pricing Supplement; or
(ii) where "Observation Shift" is specified as the Observation Method in the applicable Pricing Supplement, the Observation Shift Period specified in the applicable Pricing Supplement; and

"T2 Business Day" means any day on which the T2 System (as defined in Condition 4(q)) is open.

(x) Fallbacks

(i) Subject to sub-paragraph (iv) below, where this Condition 4(b)(iii)(G) (€STR (Non-Index Determination)) applies, if, in respect of any T2 Business Day in the relevant €STR Observation Period or the relevant Interest Period, as applicable, the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) determines that the €STR reference rate is not published, displayed or made available on the Designated

310

Source, such €STR reference rate shall be the €STR reference rate for the first preceding T2 Business Day in respect of which an €STR reference rate was published, displayed or made available on the Designated Source, as determined by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest).

(ii) Notwithstanding sub-paragraph (i) above and subject to sub-paragraph (iv) below, in the event the €STR Administrator publishes guidance as to (i) how the €STR reference rate is to be determined; or (ii) any rate that is to replace the €STR reference rate, the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) shall, subject to receiving written instructions from the Issuer and to the extent that it is reasonably practicable, follow such guidance in order to determine Daily €STR for the purpose of the Notes for so long as the €STR reference rate is not available or has not been published on the Designated Source.

(iii) In the event that the Rate of Interest cannot be determined in accordance with the foregoing provisions by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) and subject to sub-paragraph (iv) below, the Rate of Interest shall be (i) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Period in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Period); or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such series of Notes for the first Interest Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Period).

(iv) For the avoidance of doubt, if a Benchmark Disruption Event has occurred in respect of the relevant €STR reference rate, the provisions of Condition 4(n) (Benchmark Replacement) shall apply.

(y) General

If any Notes in respect of which €STR (Non-Index Determination) is specified as the Reference Rate in the applicable Pricing Supplement become due and payable in accordance with Condition 9 (Events of Default), the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the applicable Pricing Supplement, be deemed to be the date on which such Notes became due and payable and the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding, be that determined on such date.

(H) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is €STR (Index Determination)

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Where the Reference Rate is specified in the applicable Pricing Supplement as being €STR (Index Determination) the Rate of Interest for each Interest Period will, subject as provided below, be the Compounded Daily €STR Rate as determined by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the Interest Determination Date.

For the purposes of this Condition:

"Compounded Daily €STR Rate" means, in relation to an Interest Period, the rate of return of a daily compound interest investment (with the daily euro short-term rate ("€STR") as the reference rate for the calculation of interest) and will be calculated by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the Interest Determination Date in accordance with the following formula, and the resulting percentage will be rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards:

$$
\left(\frac {\epsilon_ {S T R} \text{ Index} _ {E n d}}{\text{Index} _ {S t a r t}} - 1\right) \times \frac {360}{d}
$$

where:

"€STR Administrator" has the meaning set out in Condition 4(b)(iii)(G) above;

"€STR Index" means, with respect to any T2 Business Day, the screen rate or index for compounded daily €STR rates provided by the €STR Administrator that is published, displayed or made available on the Designated Source on the relevant Interest Determination Date;

"€STR IndexStart" means, with respect to an Interest Period, the €STR Index determined in relation to the day falling "p" T2 Business Days prior to the first day of such Interest Period;

"€STR IndexEnd" means with respect to an Interest Period, the €STR Index determined in relation to the day falling "p" T2 Business Days prior (A) to the Interest Payment Date for such Interest Period; or (B) such earlier date, if any, on which the Notes become due and payable;

"d" means the number of calendar days from (and including) the day in relation to which €STR IndexStart is determined to (but excluding) the day in relation to which €STR IndexEnd is determined;

"p" is the number of T2 Business Days included in the Observation Look-back Period specified in the applicable Pricing Supplement; and

"T2 Business Day" means any day on which the T2 System (as defined in Condition 4(q)) is open.

If the relevant €STR Index is not published, displayed or made available on the Designated Source by 5.00 p.m. (Central European Time) (or, if later, by the time falling one hour after the customary or scheduled time for publication thereof in accordance with the then prevailing operational procedures of the €STR Administrator of €STR or such other information service provider, as the case may be) on the relevant Interest Determination Date, the Compounded Daily €STR Rate for the applicable Interest Period for which the €STR Index is not available shall be "Compounded Daily €STR" determined in accordance with Condition 4(b)(iii)(G) (€STR (Non-Index Determination)), and for these purposes: (i) the "Observation Method" shall be deemed to be "Observation Shift" and (ii) the "Observation Look-Back Period" shall be deemed

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to be equal to "p" T2 Business Days, as if those alternative elections had been made in the applicable Pricing Supplement.

If any Notes in respect of which €STR (Index Determination) is specified as the Reference Rate in the applicable Pricing Supplement become due and payable in accordance with Condition 9 (Events of Default), the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the applicable Pricing Supplement, be deemed to be the date on which such Notes became due and payable and the Rate of Interest on such Notes shall, for so long as any such Note remains outstanding, be that determined on such date.

For the avoidance of doubt, if a Benchmark Disruption Event has occurred in respect of the relevant €STR Reference Rate, the provisions of Condition 4(n) (Benchmark Replacement) shall apply.

(I) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is CORRA

Where the Reference Rate is specified in the applicable Pricing Supplement as being CORRA, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be Compounded Daily CORRA, as determined by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the Interest Determination Date.

For the purposes of this Condition:

"Compounded Daily CORRA" means with respect to an Interest Accrual Period the rate of return of a daily compounded interest investment during the Observation Period corresponding to such Interest Accrual Period (with the daily Canadian Dollar overnight repurchase rate as the reference rate for the calculation of interest) and will be calculated by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the relevant Interest Determination Date, as follows and the resulting percentage will be rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards:

$$
\left[ \prod_{i=1}^{d_o} \left(1 + \frac{CORRA_{i-pTBD} \times n_i}{365}\right) - 1 \right] \times \frac{365}{d}
$$

Where:

"d" means the number of calendar days in the relevant Interest Accrual Period;

"d₀" means the number of Toronto Business Days in the relevant Interest Accrual Period;

"i" means a series of whole numbers from 1 to d₀, each representing the relevant Toronto Business Day in chronological order from, and including, the first Toronto Business Day in the relevant Interest Accrual Period;

"nᵢ" means, in relation to any Toronto Business Day "i", the number of calendar days from, and including, such Toronto Business Day "i" up to, but excluding, the following Toronto Business Day;

"Observation Period" means, in respect of the relevant Interest Accrual Period, the period from, and including, the date falling "p" Toronto Business Days prior to the first day of the relevant Interest Accrual Period (and the first Interest Accrual Period shall begin on and include the Interest Commencement Date) and ending on, but excluding, the date falling "p" Toronto Business Days prior to the Interest Payment Date for such Interest Accrual Period (or the date falling "p" Toronto Business Days prior to such earlier date, if any, on which the Notes become due and payable);

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"p" means, for any Interest Accrual Period, the number of Toronto Business Days by which an Observation Period precedes an Interest Accrual Period, as specified in the relevant Pricing Supplement (or, if no such number is specified, five (5) Toronto Business Days);

"Toronto Business Day" means a day on which Schedule I banks under the Bank Act (Canada) are open for general business in the city of Toronto, Canada;

The "CORRA reference rate", with respect to any Toronto Business Day, is a reference rate equal to the daily Canadian Overnight Repo Rate Average ("CORRA") rate for that day, as published by the Bank of Canada, as the administrator of such rate (or any successor administrator of such rate) on the website of the Bank of Canada or any successor website, in each case as it appears on the Bank of Canada website at 11:00 am, Toronto time, on the Toronto Business Day immediately following that day; and

"CORRAi-pTBD" means, in respect of any Toronto Business Day "i" falling in the relevant Interest Accrual Period, the CORRA reference rate for the Toronto Business Day falling "p" number of Toronto Business Days prior to the relevant Toronto Business Day "i".

(x) Fallbacks

If, in respect of any Toronto Business Day in the relevant Observation Period, the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the Pricing Supplement) determines that the applicable CORRA reference rate is not available or has not otherwise been published by the authorised administrator and there has been no Benchmark Disruption Event, then:

(i) the CORRA reference rate shall be equal to the prevailing Bank of Canada target for the overnight rate as displayed on the Bank of Canada website (or any successor website or official publication of the Bank of Canada) on such Toronto Business Day or, if the Bank of Canada does not target a single rate, the mid-point of the target range set by the Bank of Canada and so published (calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range, rounded, if necessary, to the nearest second decimal place, 0.005 being rounded upwards); and

(ii) if no such overnight rate exists the CORRA reference rate in respect of such Toronto Banking Day shall be the CORRA reference rate in respect of the last Toronto Business Day for which such CORRA reference rate was published by the authorised administrator.

Subject to the provisions of Condition 4(n) (Benchmark Replacement), if the Rate of Interest cannot be determined in accordance with the foregoing provisions by the Calculation Agent (or such other party responsible for the calculation of the Rate of Interest, as specified in the Pricing Supplement) and there has not been a Benchmark Disruption Event, the Rate of Interest shall be:

(iii) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Accrual Period); or

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(iv) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to the Notes for the first Interest Accrual Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Accrual Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin and any Maximum Rate of Interest or Minimum Rate of Interest applicable to the first Interest Accrual Period).

(y) General

If the Notes become due and payable in accordance with 9 (Events of Default), the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the Pricing Supplement, be deemed to be the date on which such Notes became due and payable and the Rate of Interest on the Notes shall, for so long as any such Notes remain outstanding, be determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Accrual Period had been shortened accordingly.

(J) Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is TONA

(a) Where the Reference Rate is specified in the applicable Pricing Supplement as being TONA, the Rate of Interest for each Interest Period will, subject as provided below, be Compounded Daily TONA, as determined by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) on the Interest Determination Date.

"Compounded Daily TONA" means, with respect to an Interest Period, the rate determined by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest), as applicable, on the relevant Interest Determination Date in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the fifth decimal place, with 0.000005 being rounded upwards):

(I) if the Observation Method is specified as being "Lookback" in the applicable Pricing Supplement:

$$
\left[ \prod_{i=1}^{d_0} \left(1 + \frac{\mathrm{TONA}_{-\mathrm{pTBD}} \times n_i}{365}\right) - 1 \right] \times \frac{365}{d}
$$

where

"d" is the number of calendar days in the relevant Interest Period;

"d₀" is the number of Tokyo Banking Days in the relevant Interest Period;

"i" is a series of whole numbers from 1 to d₀, each representing the relevant Tokyo Banking Day in chronological order from, and including, the first Tokyo Banking Day in the relevant Interest Period;

"n_i", for any Tokyo Banking Day "i" in the relevant Interest Period, is the number of calendar days from (and including) such Tokyo Banking Day "i" up to (but excluding) the following Tokyo Banking Day ("i+1"); and

"TONA-pTBD" means, in respect of any Tokyo Banking Day "i" falling in the relevant Interest Period, the TONA Reference Rate for the Tokyo Banking Day falling "p" Tokyo Banking Days prior to such Tokyo Banking Day "i"; or

315

(II) if the Observation method is specified as being “Observation Shift” is specified in the applicable Pricing Supplement:

$$
\left[ \prod_{i=1}^{d_0} \left(1 + \frac{\mathrm{TONA}_{-i} \times n_i}{365}\right) - 1 \right] \times \frac{365}{d}
$$

Where:

“d” is the number of calendar days in the relevant TONA Observation Period;

“d₀” is the number of Tokyo Banking Days in the relevant TONA Observation Period;

“i” is a series of whole numbers from 1 to d₀, each representing the relevant Tokyo Banking Day in chronological order from, and including, the first Tokyo Banking Day in the relevant TONA Observation Period;

“n₀”, for any Tokyo Banking Day “i” in the relevant TONA Observation Period, is the number of calendar days from (and including) such Tokyo Banking Day “i” up to (but excluding) the following Tokyo Banking Day (“i+1”); and

“TONAᵢ” means, in respect of any Tokyo Banking Day "i" falling in the relevant TONA Observation Period, the TONA Reference Rate for such Tokyo Banking Day.

(b) Correction of TONA

If the TONA Reference Rate in respect of any Tokyo Banking Day is subsequently corrected and provided by the administrator of TONA to authorised distributors of TONA and published on the Relevant Screen Page no later than the Correction Cutoff Time (if any) or, if later (or there is no such Correction Cut-off Time), one hour after the rate for such Tokyo Banking Day is published on the Relevant Screen Page, then TONA in respect of such Tokyo Banking Day shall be the subsequently corrected and published rate appearing on the Relevant Screen Page,

Where:

“Correction Cut-off Time” means the time specified as such by the administrator of TONA in the TONA benchmark methodology.

If the Issuer determines at any time prior to the TONA Reference Time on any Tokyo Banking Day that a TONA Index Cessation Event has occurred, then the TONA Reference Rate in respect of each Tokyo Banking Day falling on or after the TONA Index Cessation Effective Date will be the JPY Recommended Rate.

If there is a JPY Recommended Rate before the end of the first Tokyo Banking Day following the TONA Index Cessation Effective Date, but neither the administrator nor authorised distributors provide or publish the JPY Recommended Rate, then, subject to the below, in respect of any day for which the JPY Recommended Rate is required, references to the JPY Recommended Rate will be deemed to be references to the last provided or published JPY Recommended Rate. However, if there is no last provided or published JPY Recommended Rate, then in respect of any day for which the JPY Recommended Rate is required, references to the JPY Recommended Rate will be deemed to be references to the last provided or published TONA.

316

The Issuer shall notify the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest), and, in accordance with Condition 14 (Notices), the Noteholders of any determination by the Issuer of a TONA Index Cessation Event and of any applicable JPY Recommended Rate.

If:

(I) there is no JPY Recommended Rate before the end of the first Tokyo Banking Day following the TONA Index Cessation Effective Date; or
(II) there is a JPY Recommended Rate and a JPY Recommended Rate Index Cessation Effective Date subsequently occurs in respect of such JPY Recommended Rate,

then the rate in respect of each Tokyo Banking Day falling on or after the TONA Index Cessation Effective Date or a JPY Recommended Rate Fixing Day occurring on or after the JPY Recommended Rate Index Cessation Effective Date, as the case may be, will be such alternative rate for the TONA Reference Rate or the JPY Recommended Rate, as the case may be, as is determined by the Issuer in accordance with Condition 4(n) (Benchmark Replacement).

(d) Definitions

For the purposes of this Condition 4(b)(iii) (J):

"JPY Recommended Rate" means, in respect of any Tokyo Banking Day, the rate (inclusive of any spreads or adjustments) recommended as the replacement for TONA by a committee officially endorsed or convened by the Bank of Japan for the purpose of recommending a replacement for TONA (which rate may be produced by the Bank of Japan or another administrator) and as provided by the administrator of that rate or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorised distributor in respect of such day;

"JPY Recommended Rate Fixing Day" means, in respect of the JPY Recommended Rate and any day, the publication day specified by the administrator of the JPY Recommended Rate for the JPY Recommended Rate in its benchmark methodology;

"JPY Recommended Rate Index Cessation Effective Date" means, in respect of the JPY Recommended Rate and a JPY Recommended Rate Index Cessation Event, the first date on which the JPY Recommended Rate would ordinarily have been published or provided and is no longer published or provided;

"JPY Recommended Rate Index Cessation Event" means, in respect of the JPY Recommended Rate:

(i) a public statement or publication of information by or on behalf of the administrator of the JPY Recommended Rate announcing that it has ceased or will cease to provide the JPY Recommended Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide the JPY Recommended Rate; or
(ii) a public statement or publication of information by the regulatory supervisor for the administrator of the JPY Recommended Rate, the central bank for the currency of the JPY Recommended Rate, an insolvency official with jurisdiction over the administrator of the JPY Recommended Rate, a resolution authority with jurisdiction over the administrator of the JPY Recommended Rate or a court or an entity with similar insolvency or resolution authority over the administrator

317

of the JPY Recommended Rate, which states that the administrator of the JPY Recommended Rate has ceased or will cease to provide the JPY Recommended Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide the JPY Recommended Rate;

“p” means the number of Tokyo Banking Days included in:

“TONA” means the daily Tokyo Overnight Average rate administered by the Bank of Japan (or any successor administrator).

"TONA Index Cessation Effective Date" means, in respect of TONA and a TONA Index Cessation Event, the first date on which TONA would ordinarily have been published or provided and is no longer published or provided;

"TONA Index Cessation Event" means, in respect of TONA:

(i) a public statement or publication of information by or on behalf of the administrator of TONA announcing that it has ceased or will cease to provide TONA permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide TONA; or
(ii) a public statement or publication of information by or on behalf of the regulatory supervisor for the administrator of TONA, the central bank for the currency of TONA, an insolvency official with jurisdiction over the administrator of TONA, a resolution authority with jurisdiction over the administrator of TONA or a court or an entity with similar insolvency or resolution authority over the administrator of TONA, which states that the administrator of TONA has ceased or will cease to provide TONA permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide TONA; and

"TONA Observation Period" means, in respect of any Interest Period, the period from (and including) the date falling "p" Tokyo Banking Days prior to the first day of such Interest Period to (but excluding) the date falling "p" Tokyo Banking Days prior to the Interest Payment Date for such Interest Period or such other date on which the relevant payment of interest falls due (but which by its definition or the operation of the relevant provisions is excluded from such Interest Period);

"TONA Reference Rate" means the rate determined by the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest) in respect of a Tokyo Banking Day, being a reference rate equal to the daily TONA for such Tokyo Banking Day as provided by the administrator of TONA to authorised distributors and as then published on the Relevant Screen Page (or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors) in each case as of approximately 10:00 a.m. (Tokyo time) (or any amended publication time as specified by the administrator of such rate) on the Tokyo Banking Day immediately following such Tokyo Banking Day. If no such rate is published by the administrator of TONA or an authorised distributor and is not otherwise

318

provided by the administrator of TONA other than as a consequence of a TONA Index Cessation Event, then TONA for such Tokyo Banking Day will be TONA as last provided or published on the Relevant Screen Page (or as otherwise published by relevant authorised distributors) that appears at approximately 10:00 a.m. (Tokyo time) on the Bank of Japan's Website on the Tokyo Banking Day immediately following such Tokyo Banking Day.

"TONA Reference Time" means, with respect to any determination of TONA, 10.00 a.m. (Tokyo time) on the Tokyo Banking Day immediately following the date of such determination; and

"Tokyo Banking Day" means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in Tokyo.

(K) BBSW Rate Determination and AONIA Rate Determination

(x) General

(i) Where BBSW Rate Determination or AONIA Rate Determination is specified in the relevant Pricing Supplement as the manner in which the Rate of Interest is to be determined for each Interest Period, the Rate of Interest applicable to the Floating Rate Notes for each such Interest Period is the sum of the Margin and either (a) the BBSW Rate or (b) the AONIA Rate as specified in the relevant Pricing Supplement.

(ii) Each Noteholder shall be deemed to acknowledge, accept and agree to be bound by, and consents to, the determination of, substitution for and any adjustments made to the BBSW Rate or the AONIA Rate, as applicable, in each case as described in this Condition 4(b)(iii)(K)(x) and Condition 4(b)(iii)(K)(y) (in all cases without the need for any Noteholder consent). Any determination, decision or election (including a decision to take or refrain from taking any action or as to the occurrence or non-occurrence of any event or circumstance), and any substitution for and adjustments made to, the BBSW Rate or the AONIA Rate, as applicable, and in each case made in accordance with this Condition 4(b)(iii)(K)(x) and Condition 4(b)(iii)(K)(y), will, in the absence of manifest or proven error, be conclusive and binding on the Issuer, the holder of the relevant Notes and each Calculation Agent and, notwithstanding anything to the contrary in these Conditions or other documentation relating to the Notes, shall become effective without the consent of any person.

(iii) If the Calculation Agent is unwilling or unable to determine a necessary rate, adjustment, quantum, formula, methodology or other variable in order to calculate the applicable Rate of Interest, such rate, adjustment, quantum, formula, methodology or other variable will be determined by the Issuer (acting in good faith and in a commercially reasonable manner) or, an alternate financial institution (acting in good faith and in a commercially reasonable manner) appointed by the Issuer (in its sole discretion) to so determine.

(iv) All rates determined pursuant to this Condition 4(b)(iii)(K) shall be expressed as a percentage rate per annum and the resulting percentage will be rounded if necessary to the fourth decimal place (i.e., to the nearest one ten-thousandth of a percentage point) with 0.00005 being rounded upwards.

(y) BBSW and AONIA Benchmark Rate fallback

If:

(i) a Temporary Disruption Trigger has occurred; or
(ii) a Permanent Discontinuation Trigger has occurred,

then, subject to APRA's prior written approval in the case of Subordinated Notes, the Benchmark Rate for an Interest Period, whilst such Temporary Disruption Trigger is continuing or after a Permanent Discontinuation Trigger has occurred, means (in the following order of application and precedence):

(iii) where BBSW Rate is the Applicable Benchmark Rate, if a Temporary Disruption Trigger has occurred with respect to the BBSW Rate, in the following order of precedence:

(A) first, the Administrator Recommended Rate;
(B) then the Supervisor Recommended Rate; and
(C) lastly, the Final Fallback Rate;

(iv) where the AONIA Rate is the Applicable Benchmark Rate or a determination of the AONIA Rate is required for the purposes of paragraph (iii) above, if a Temporary Disruption Trigger has occurred with respect to AONIA, the rate for any day for which AONIA is required will be the last provided or published level of AONIA;

(v) where a determination of the RBA Recommended Rate is required for the purposes of paragraph (iii) or (iv) above, if a Temporary Disruption Trigger has occurred with respect to the RBA Recommended Rate, the rate for any day for which the RBA Recommended Rate is required will be the last rate provided or published by the Administrator of the RBA Recommended Rate (or if no such rate has been so provided or published, the last provided or published level of AONIA);

(vi) where BBSW Rate is the Applicable Benchmark Rate, if a Permanent Discontinuation Trigger has occurred with respect to the BBSW Rate, the rate for any day for which the BBSW Rate is required on or after the Permanent Fallback Effective Date will be the first rate available in the following order of precedence:

(A) first, if at the time of the BBSW Rate Permanent Fallback Effective Date, no AONIA Permanent Fallback Effective Date has occurred, the AONIA Rate;
(B) then, if at the time of the BBSW Rate Permanent Fallback Effective Date, an AONIA Permanent Fallback Effective Date has occurred, an RBA Recommended Rate has been created but no RBA Recommended Rate Permanent Fallback Effective Date has occurred, the RBA Recommended Fallback Rate; and
(C) lastly, if neither paragraph (A) nor paragraph (B) above apply, the Final Fallback Rate;

(vii) where the AONIA Rate is the Applicable Benchmark Rate or a determination of the AONIA Rate is required for the purposes of paragraph (vi)(A) above, if a Permanent Discontinuation Trigger has occurred with respect to AONIA, the rate for any day for which AONIA is required on or after the AONIA Permanent Fallback Effective Date will be the first rate available in the following order of precedence:

320

(A) first, if at the time of the AONIA Permanent Fallback Effective Date, an RBA Recommended Rate has been created but no RBA Recommended Rate Permanent Fallback Effective Date has occurred, the RBA Recommended Rate; and

(B) lastly, if paragraph (A) above does not apply, the Final Fallback Rate; and

(viii) where a determination of the RBA Recommended Rate is required for the purposes of paragraph (vi) or (vii) above, respectively, if a Permanent Discontinuation Trigger has occurred with respect to the RBA Recommended Rate, the rate for any day for which the RBA Recommended Rate is required on or after that Permanent Fallback Effective Date will be the Final Fallback Rate.

When calculating an amount of interest in circumstances where a Fallback Rate other than the Final Fallback Rate applies, that interest will be calculated as if references to the BBSW Rate or AONIA Rate (as applicable) were references to that Fallback Rate. When calculating interest in circumstances where the Final Fallback Rate applies, the amount of interest will be calculated on the same basis as if the Applicable Benchmark Rate in effect immediately prior to the application of that Final Fallback Rate remained in effect but with necessary adjustments to substitute all references to that Applicable Benchmark Rate with corresponding references to the Final Fallback Rate.

Subordinated Noteholders should note that APRA's approval may not be given for any Fallback Rate, and any terms and other relevant methodology for calculating such Fallback Rate (including any adjustment factor to the Fallback Rate) it considers to have the effect of increasing the Rate of Interest contrary to applicable prudential standards.

For the purposes of this Condition 4(b)(iii)(K):

"Adjustment Spread" means the adjustment spread as at the Adjustment Spread Fixing Date (which may be a positive or negative value or zero and determined pursuant to a formula or methodology) that is:

(a) determined as the median of the historical differences between the BBSW Rate and AONIA over a five calendar year period prior to the Adjustment Spread Fixing Date using practices based on those used for the determination of the Bloomberg Adjustment Spread as at 1 December 2022, provided that for so long as the Bloomberg Adjustment Spread is published and determined based on the five year median of the historical differences between the BBSW Rate and AONIA, that adjustment spread will be deemed to be acceptable for the purposes of this paragraph (a); or

(b) if no such median can be determined in accordance with paragraph (a), set using the method for calculating or determining such adjustment spread determined by the Issuer (acting in good faith and in a commercially reasonable manner) to be appropriate and communicated to the Calculation Agent;

"Adjustment Spread Fixing Date" means the first date on which a Permanent Discontinuation Trigger occurs with respect to the BBSW Rate;

"Administrator" means:

(a) in respect of the BBSW Rate, ASX Benchmarks Pty Limited (ABN 38 616 075 417);

(b) in respect of AONIA (or where AONIA is used to determine an Applicable Benchmark Rate), the Reserve Bank of Australia; and

(c) in respect of any other Applicable Benchmark Rate, the administrator for that rate or benchmark or, if there is no administrator, the provider of that rate or

321

benchmark, and, in each case, any successor administrator or, as applicable, any successor administrator or provider;

"Administrator Recommended Rate" means the rate formally recommended for use as the temporary replacement for the BBSW Rate by the Administrator of the BBSW Rate;

"AONIA" means the Australian dollar interbank overnight cash rate (known as AONIA);

"AONIA Rate" means, for an Interest Period and in respect of a BBSW/AONIA Interest Determination Date, the rate determined by the Calculation Agent to be Compounded Daily AONIA for that Interest Period and BBSW/AONIA Interest Determination Date, plus, if determining the AONIA Rate for the purposes of a fallback from the BBSW Rate, the Adjustment Spread;

"Applicable Benchmark Rate" means the Benchmark Rate specified in the relevant Pricing Supplement and, if a Permanent Fallback Effective Date has occurred with respect to the BBSW Rate, AONIA or the RBA Recommended Rate, then the rate determined in accordance with Condition 4(b)(iii)(K)(y) (BBSW and AONIA Benchmark Rate fallback);

"BBSW/AONIA Interest Determination Date" means, in respect of an Interest Period:

(a) where the BBSW Rate applies or the Final Fallback Rate applies under paragraph (iii)(C) of Condition 4(b)(iii)(K)(y) (BBSW and AONIA Benchmark Rate fallback), the first day of that Interest Period; and
(b) otherwise, the fifth Business Day prior to the last day of that Interest Period;

"BBSW Rate" means, for an Interest Period, the rate for prime bank eligible securities having a tenor closest to the Interest Period which is designated as the AVG MID on the 'Refinitiv Screen ASX29 Page' or "MID" rate on the 'Bloomberg Screen BBSW Page' (or any designation which replaces that designation on the applicable page, or any replacement page) at the Publication Time on the first day of that Interest Period;

"Benchmark Rate" means, for an Interest Period, either the BBSW Rate or the AONIA Rate as specified in the relevant Pricing Supplement;

"Bloomberg Adjustment Spread" means the term adjusted AONIA spread relating to the BBSW Rate provided by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time as the provider of term adjusted AONIA and the spread) ("BISL") on the Fallback Rate (AONIA) Screen (or by other means), or provided to, and published by, authorised distributors where "Fallback Rate (AONIA) Screen" means the Bloomberg Screen corresponding to the Bloomberg ticker for the fallback for the BBSW Rate accessed via the Bloomberg Screen Page (or, if applicable, accessed via the Bloomberg Screen ) or any other published source designated by BISL;

"Compounded Daily AONIA" means, with respect to an Interest Period, the rate of return of a daily compound interest investment as calculated by the Calculation Agent on the BBSW/AONIA Interest Determination Date, as follows:

$$
\left[ \prod_ {i = 1} ^ {d _ {n}} \left(1 + \frac {A O N I A _ {i - 5 S B D} \times n _ {i}}{3 6 5}\right) - 1 \right] \times \frac {3 6 5}{d}
$$

where:

"AONIAi-5SBD" means the per annum rate expressed as a decimal which is the level of AONIA provided by the Administrator and published as of the Publication Time for the Sydney Business Day falling five Sydney Business Days prior to such Sydney Business Day "i";

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"d" is the number of calendar days in the relevant Interest Period;

"dₙ" is the number of Sydney Business Days in the relevant Interest Period;

"i" is a series of whole numbers from 1 to d₀, each representing the relevant Sydney Business Day in chronological order from (and including) the first Sydney Business Day in the relevant Interest Period to (and including) the last Sydney Business Day in such Interest Period; and

"nₙ" for any Sydney Business Day "i", means the number of calendar days from (and including) such Sydney Business Day "i" up to (but excluding) the following Sydney Business Day; and

"Sydney Business Day" or "SBD" means any day on which commercial banks are open for general business in Sydney.

If, for any reason, Compounded Daily AONIA needs to be determined for a period other than an Interest Period, Compounded Daily AONIA is to be determined as if that period were an Interest Period starting on (and including) the first day of that period and ending on (but excluding) the last day of that period;

"Fallback Rate" means, where a Permanent Discontinuation Trigger for an Applicable Benchmark Rate has occurred, the rate that applies to replace that Applicable Benchmark Rate in accordance with Condition 4(d) (BBSW Rate and AONIA Rate fallback);

"Final Fallback Rate" means, in respect of an Applicable Benchmark Rate, the rate:

(a) determined by the Issuer (and communicated to the Calculation Agent) as a commercially reasonable alternative for the Applicable Benchmark Rate taking into account all available information, which may include consultation with an Independent Adviser, that, in good faith, it considers relevant, provided that any rate (inclusive of any spreads or adjustments) implemented by central counterparties and / or futures exchanges with representative trade volumes in derivatives or futures referencing the Applicable Benchmark Rate will be deemed to be acceptable for the purposes of this paragraph (a), together with (without double counting) such adjustment spread (which may be a positive or negative value or zero) that is customarily applied to the relevant successor rate or alternative rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for Benchmark Rate-linked floating rate notes at such time (together with such other adjustments to the Business Day Convention, interest determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such successor rate or alternative rate for Benchmark Rate-linked floating rate notes at such time), or, if no such industry standard is recognised or acknowledged, an adjustment spread calculated or determined by the Issuer, acting in good faith and in a commercially reasonable manner and by reference to such sources as it deems appropriate, which may include consultation with an Independent Adviser, to be appropriate, and communicated to the Calculation Agent; provided that

(b) if and for so long as no such successor rate or alternative rate can be determined in accordance with paragraph (a), the Final Fallback Rate will be the last provided or published level of that Applicable Benchmark Rate;

"Independent Adviser" means an independent financial institution of international repute or other independent financial adviser with appropriate expertise in the international debt capital markets, in each case appointed by the Issuer at its own expense.

"Non-Representative" means, in respect of an Applicable Benchmark Rate, that the Supervisor of that Applicable Benchmark Rate if the Applicable Benchmark Rate is the

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BBSW Rate, or the Administrator of the Applicable Benchmark Rate if the Applicable Benchmark Rate is the AONIA Rate or the RBA Recommended Rate:

(a) has determined that such Applicable Benchmark Rate is no longer, or as of a specified future date will no longer be, representative of the underlying market and economic reality that such Applicable Benchmark Rate is intended to measure, and that representativeness will not be restored; and

(b) is aware that such determination will engage certain contractual triggers for fallbacks activated by pre-cessation announcements by such Supervisor (howsoever described) in contracts;

"Permanent Discontinuation Trigger" means, in respect of an Applicable Benchmark Rate:

(a) a public statement or publication of information by or on behalf of the Administrator of the Applicable Benchmark Rate announcing that it has ceased or that it will cease to provide the Applicable Benchmark Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide the Applicable Benchmark Rate and, in the case of the BBSW Rate, a public statement or publication of information by or on behalf of the Supervisor of the BBSW Rate has confirmed that cessation;

(b) a public statement or publication of information by the Supervisor of the Applicable Benchmark Rate, the Reserve Bank of Australia (or any successor central bank for Australian dollars), an insolvency official or resolution authority with jurisdiction over the Administrator of the Applicable Benchmark Rate or a court or an entity with similar insolvency or resolution authority over the Administrator of the Applicable Benchmark Rate which states that the Administrator of the Applicable Benchmark Rate has ceased or will cease to provide the Applicable Benchmark Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Benchmark Rate and, in the case of the BBSW Rate and a public statement or publication of information other than by the Supervisor, a public statement or publication of information by or on behalf of the Supervisor of the BBSW Rate has confirmed that cessation;

(c) a public statement by the Supervisor of the Applicable Benchmark Rate if the Applicable Benchmark Rate is the BBSW Rate, or the Administrator of the Applicable Benchmark Rate if the Applicable Benchmark Rate is the AONIA Rate or the RBA Recommended Rate, as a consequence of which the Applicable Benchmark Rate will be prohibited from being used either generally, or in respect of the Notes, or that its use will be subject to restrictions or adverse consequences to the Issuer or a Noteholder;

(d) as a consequence of a change in law or directive arising after the Issue Date of the first Tranche of Notes of a Series, it has become unlawful for the Calculation Agent, the Issuer or any other party responsible for calculations of interest under the Conditions to calculate any payments due to be made to any Noteholder using the Applicable Benchmark Rate;

(e) a public statement or publication of information by the Supervisor of the Applicable Benchmark Rate if the Applicable Benchmark Rate is the BBSW Rate, or the Administrator of the Applicable Benchmark Rate if the Applicable Benchmark Rate is the AONIA Rate or the RBA Recommended Rate, stating that the Applicable Benchmark Rate is Non-Representative; or

(f) the Applicable Benchmark Rate has otherwise ceased to exist or be administered on a permanent or indefinite basis;

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"Permanent Fallback Effective Date" means, in respect of a Permanent Discontinuation Trigger for an Applicable Benchmark Rate:

(a) in the case of paragraphs (a) and (b) of the definition of "Permanent Discontinuation Trigger", the first date on which the Applicable Benchmark Rate would ordinarily have been published or provided and is no longer published or provided;

(b) in the case of paragraphs (c) and (d) of the definition of "Permanent Discontinuation Trigger", the date from which use of the Applicable Benchmark Rate is prohibited or becomes subject to restrictions or adverse consequences or the calculation becomes unlawful (as applicable);

(c) in the case of paragraph (e) of the definition of "Permanent Discontinuation Trigger", the first date on which the Applicable Benchmark Rate would ordinarily have been published or provided but is Non-Representative by reference to the most recent statement or publication contemplated in that paragraph and even if such Applicable Benchmark Rates continue to be published or provided on such date; or

(d) in the case of paragraph (f) of the definition of "Permanent Discontinuation Trigger", the date that event occurs;

"Publication Time" means:

(a) in respect of the BBSW Rate, 12.00 noon (Sydney time) or any amended publication time for the final intraday refix of such rate specified by the Administrator for the BBSW Rate in its benchmark methodology; and

(b) in respect of AONIA, 4.00 pm (Sydney time) or any amended publication time for the final intraday refix of such rate specified by the Administrator for AONIA in its benchmark methodology;

"RBA Recommended Fallback Rate" means, for an Interest Period and in respect of a BBSW/AONIA Interest Determination Date means the rate determined by the Calculation Agent to be the RBA Recommended Rate for that Interest Period and BBSW/AONIA Interest Determination Date;

"RBA Recommended Rate" means, in respect of any relevant day (including any day "i"), the rate (inclusive of any spreads or adjustments) recommended as the replacement for AONIA by the Reserve Bank of Australia (which rate may be produced by the Reserve Bank of Australia or another administrator) and as provided by the Administrator of that rate or, if that rate is not provided by the Administrator thereof, published by an authorised distributor in respect of that day;

"Supervisor" means, in respect of an Applicable Benchmark Rate, the supervisor or competent authority that is responsible for supervising that Applicable Benchmark Rate or the Administrator of that Applicable Benchmark Rate, or any committee officially endorsed or convened by any such supervisor or competent authority that is responsible for supervising that Applicable Benchmark Rate or the Administrator of that Applicable Benchmark Rate;

"Supervisor Recommended Rate" means the rate formally recommended for use as the temporary replacement for the BBSW Rate by the Supervisor of the BBSW Rate; and

"Temporary Disruption Trigger" means, in respect of any Applicable Benchmark Rate which is required for any determination:

(a) the Applicable Benchmark Rate has not been published by the applicable Administrator or an authorised distributor and is not otherwise provided by the Administrator, in respect of, on, for or by the time and date on which that Applicable Benchmark Rate is required; or

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(b) the Applicable Benchmark Rate is published or provided but the Issuer, acting in good faith and in a commercially reasonable manner and by reference to such sources as it deems appropriate, which may include consultation with an Independent Adviser, determines that there is an obvious or proven error in that rate.

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. A Subordinated Note cannot be an Index Linked Interest Note.

(d) Rate of Interest on BKBM Notes

If a Note is specified to be a BKBM Note, the Rate of Interest for each Interest Accrual Period will be (subject to Condition 4(n) (Benchmark Replacement)) determined by the Calculation Agent 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 Bank Bill Reference Rate (FRA) (rounded, if necessary, to the fifth decimal place) administered by the New Zealand Financial Benchmark Facility ("NZFBF") (or any other person which takes over the administration of that rate) as set forth on the display page designated on the Bloomberg BKBM page 'GDCO 2805 1' (or any successor page) ("BKBM Page"), or such other information service as may replace the BKBM Page, at or about the Relevant Time (or such other time at which such rate customarily appears on that page (the "Publication Time")) on the relevant Interest Determination Date in respect of such Interest Accrual Period;

(ii) if, by 11.00 a.m. New Zealand time (or such other time that is 15 minutes after the then prevailing Publication Time), on any Interest Determination Date, such rate does not appear on the BKBM Page, the Rate of Interest means the equivalent rate provided by NZFBF (or any person that takes over the administration of that rate) (rounded if necessary to the nearest fifth decimal place, with 0.000005 being rounded upwards) at or around 11.00 a.m. New Zealand time (or such other time that is 15 minutes after the then prevailing Publication Time) on the Interest Determination Date in question; and

(iii) if, on any Interest Determination Date, the Rate of Interest cannot be determined by reference to any of sub-paragraphs (i) and (ii) 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).

(e) Rate of Interest on CMS Rate Notes

Each CMS Rate Note will bear interest on its outstanding Principal Amount in accordance with the provisions set out in Condition 4(b)(i) above, at a specified rate that will be reset periodically based on the CMS Rate and any Margin and Rate Multiplier. A Subordinated Note cannot be a CMS Rate Note.

"CMS Rate" means the swap rate for swap transactions in the CMS Currency with the Specified Maturity, expressed as a percentage, determined by the Calculation Agent by reference to the rate which appears on the CMS Screen Page as of the CMS Reference Time on the applicable Interest Determination Date (the "Relevant Swap Rate").

If the relevant rate does not appear on the CMS Screen Page at the CMS Reference Time, the CMS Rate will (subject to Condition 4(n) (Benchmark Replacement) and Condition 4(o) (Effect of Benchmark Transition Event)) be determined in accordance with the following procedures:

(i) the Issuer will appoint a Reference Banks Agent and the Calculation Agent will determine the CMS Rate on the basis of the arithmetic mean of the Mid-Market Quotations notified to it by the Reference Banks Agent and which have been provided to the Reference Banks Agent by the CMS Reference Banks at approximately the CMS Reference Time on the Interest Determination Date in respect of such Interest Period by the Reference Banks Agent (at the request of the Issuer)

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requesting the principal Relevant Financial Centre office of each of the CMS Reference Banks to provide Mid-Market Quotations. If at least five Mid-Market Quotations are provided, the Reference Banks Agent shall provide these to the Calculation Agent who will determine the arithmetic mean of Mid-Market Quotations so provided by discarding the highest of such Mid-Market Quotations (or in event of equality, one of the highest) and lowest of such Mid-Market Quotations (or in event of equality, one of the lowest). If four Mid-Market Quotations are provided, the Reference Banks Agent shall provide these to the Calculation Agent who will determine the arithmetic mean of such Mid-Market Quotations provided. All calculations of the arithmetic mean of the relevant number of Mid-Market Quotations provided pursuant to this paragraph will be rounded to the nearest one thousandth of a percentage point, with 0.0005 being rounded upwards; and

(ii) If less than four Mid-Market Quotations are provided, the CMS Rate for that Interest Determination Date will be the same as the rate used for the prior Interest Reset Period.

In this Condition:

"CMS Currency" means either EUR, GBP or USD as specified in the applicable Pricing Supplement.

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

"CMS Reference Time" means: (i) if the CMS Currency is GBP, 11:00 a.m. London time; (ii) if the CMS Currency is USD, 11:00 a.m. New York time; or (iii) if the CMS Currency is EUR, 11:00 a.m. Brussels time.

"CMS Screen Page" means the screen page specified as such in the applicable Pricing Supplement, or any successor page as determined by the Calculation Agent.

"Fixed Leg Day Count Basis" means the Day Count Fraction specified as such in the applicable Pricing Supplement.

"Floating Leg Day Count Basis" means the Day Count Fraction specified as such in the applicable Pricing Supplement.

"Floating Leg Rate Option" means the Floating Rate Option (as defined in the ISDA Definitions) specified as such in the applicable Pricing Supplement.

"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time, including the 2021 ISDA Interest Rate Derivatives Definitions (as amended or supplemented from time to time).

"Mid-Market Quotations" means, in relation to the determination of any CMS Rate, the bid and offered rates for the Specified Fixed Leg, calculated on the Fixed Leg Day Count Basis, of a fixed-for-floating CMS Currency interest rate swap transaction with a term equal to the Specified Maturity commencing on the first day of the relevant Interest Period or on any relevant day and for an amount that is representative of transactions in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market, where the floating leg, in each case calculated on the Floating Leg Day Count Basis, is equivalent to floating leg Floating Rate Option (as defined in the ISDA Definitions) with a designated maturity determined by the Reference Banks Agent (and notified to the Calculation Agent) by reference to standard market practice and/or the ISDA Definitions.

"Relevant Financial Centre" means, (i) if the CMS Currency is GBP, London; (ii) if the CMS Currency is USD, New York; and (iii) if the CMS Currency is EUR, any financial centre(s) in which the T2 System is operating.

"Specified Fixed Leg" means any of the following as specified in the applicable Pricing Supplement: (a) the annual fixed leg; (b) the semi-annual fixed leg; or (c) the quarterly fixed leg.

327

(f) Inverse Floating Rate Notes

(i) Each Inverse Floating Rate Note will bear interest on its outstanding Principal Amount in accordance with the provisions set out in Condition 4(b)(i) above. 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;
(C) where the Reference Rate specified in the applicable Pricing Supplement is SONIA (Non-Index Determination), the rate as determined in accordance with Condition 4(b)(iii)(C); or
(D) where the Reference Rate specified in the applicable Pricing Supplement is SONIA (Index Determination), the rate as determined in accordance with Condition 4(b)(iii)(D); or
(E) where the Reference Rate specified in the applicable Pricing Supplement is SOFR (Non-Index Determination), the rate as determined in accordance with Condition 4(b)(iii)(E);
(F) where the Reference Rate specified in the applicable Pricing Supplement is SOFR (Index Determination), the rate as determined in accordance with Condition 4(b)(iii)(F);
(G) where the Reference Rate specified in the applicable Pricing Supplement is €STR (Non-Index Determination), the rate as determined in accordance with Condition 4(b)(iii)(G);
(H) where the Reference Rate specified in the applicable Pricing Supplement is €STR (Index Determination), the rate as determined in accordance with Condition 4(b)(iii)(H);
(I) where the Reference Rate specified in the applicable Pricing Supplement is CORRA, the rate as determined in accordance with Condition 4(b)(iii)(I);
(J) where the Reference Rate specified in the applicable Pricing Supplement is TONA, the rate as determined in accordance with Condition 4(b)(iii)(J); or
(K) where the Reference Rate specified in the applicable Pricing Supplement is BBSW Rate Determination or AONIA Rate Determination, the rate as determined in accordance with Condition 4(b)(iii)(K).

A Subordinated Note cannot be an Inverse Floating Rate Note.

(ii) if sub-paragraph (i)(A) applies and (subject to Condition 4(n) (Benchmark Replacement)) 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 (i)(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 Issuer shall appoint a Reference Banks Agent and the Rate of Interest shall be determined by the Calculation Agent as 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 quoted to the Reference Banks Agent,

328

at the Reference Banks Agent's request, and advised by the Reference Banks Agent to the Calculation Agent; and

(iii) if paragraph (ii) above applies and the Reference Banks Agent advises the Calculation Agent 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 Reference Banks 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 Reference Banks 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 Reference Banks Agent advises the Calculation Agent that fewer than two of such banks are so quoting to such leading banks in Europe) the Principal Financial Centre, in either case, as provided by the Reference Banks Agent to the Calculation Agent; 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) Rate of Interest on Range Accrual Notes

Each Range Accrual Note will bear interest on its outstanding Principal Amount in accordance with the provisions set out in Condition 4(b)(i) above and shall be subject to Condition 4(b)(ii). The Rate of Interest payable for each Interest Accrual Period will be determined by the Calculation Agent in respect of such Interest Accrual Period in accordance with (A) or (B) below:

(A) if Fixed Rate Range Accrual Note is specified as applicable and Protection Barrier is specified as not applicable in the Pricing Supplement, the Rate of Interest for each Interest Accrual Period will be the product of:

(1) the Specified Fixed Rate; and
(2) the Relevant Fraction; and

(B) if Floating Rate Range Accrual Note is specified as applicable and Protection Barrier is specified as not applicable in the Pricing Supplement, the Rate of Interest for each Interest Accrual Period will be the product of:

(1) the sum of:

(a) the Range Accrual Floating Rate; and
(b) if specified as applicable in the Pricing Supplement, the Margin for such Interest Accrual Period (whether positive or negative); and

(2) the Relevant Fraction; and

(C) if Fixed Rate Range Accrual Note and Protection Barrier are both specified as applicable in the Pricing Supplement then:

(1) if, in respect of any Interest Accrual Period, the Protection Barrier Condition is satisfied, the Rate of Interest for such Interest Accrual Period shall be the Specified Fixed Rate; and
(2) if, in respect of any Interest Accrual Period, the Protection Barrier Condition is not satisfied, the Rate of Interest for such Interest Accrual Period shall be the product of:

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(a) the Specified Fixed Rate; and
(b) the Relevant Fraction; and

(D) if Floating Rate Range Accrual Note and Protection Barrier are both specified as applicable in the Pricing Supplement then:

(1) if, in respect of any Interest Accrual Period, the Protection Barrier Condition is satisfied, the Rate of Interest for such Interest Accrual Period shall be the Range Accrual Floating Rate; and
(2) if, in respect of any Interest Accrual Period, the Protection Barrier Condition is not satisfied, the Rate of Interest for such Interest Accrual Period shall be the product of:

(a) the sum of:

(i) the Range Accrual Floating Rate; and
(ii) if specified as applicable in the Pricing Supplement, the Margin for such Interest Accrual Period (whether positive or negative); and

(b) the Relevant Fraction.

In this Condition 4(g):

"Calculation Day" means, in respect of each Interest Accrual Period, each calendar day falling within such Interest Accrual Period.

"Cap" means the per annum rate specified in the applicable Pricing Supplement.

"Constant Maturity Swap Spread" means the First CMS Spread Reference Rate on the day minus the Second CMS Spread Reference Rate on the day as specified to be applicable in the Pricing Supplement,

provided that:

(a) subject to paragraph (b) below, if a Calculation Day is not a business day in the Relevant Financial Centre, the rate for such day shall be determined in respect of the immediately preceding business day in the Relevant Financial Centre; and
(b) if a Calculation Day falls in the Cut-Off Period, the rate for that day shall be the rate on the business day in the Relevant Financial Centre that immediately precedes the Cut-Off Period.

"Cut-Off Period" means the number of Business Days (as specified in the applicable Pricing Supplement) before the last day of an Interest Accrual Period.

"First CMS Spread Reference Rate" means the CMS swap rate for the relevant CMS Currency as specified in the applicable Pricing Supplement and determined in accordance with these Conditions.

"Floor" means the per annum rate specified in the applicable Pricing Supplement which shall not be less than zero.

"Margin" means the margin specified in the applicable Pricing Supplement.

"Protection Barrier Condition" means, (i) if Single Range Accrual Note is specified as applicable and Constant Maturity Swap Spread is specified as not applicable in the relevant Pricing Supplement, then the Reference Rate; or (ii) if Single Range Accrual Note is specified as applicable and Constant Maturity Swap Spread is specified as

330

applicable then the Constant Maturity Swap Spread, or (iii) if Dual Range Accrual Note is specified as applicable in the relevant Pricing Supplement, then each Reference Rate or the Reference Rate and a Constant Maturity Swap Spread if applicable, in each case, as specified in the applicable Pricing Supplement is or are:

(A) in respect of the Floor,

(1) if the relevant Pricing Supplement specify that "greater than or equal to" shall apply, then greater than or equal to the applicable Floor; or
(2) if the relevant Pricing Supplement specify that "greater than" shall apply, then greater than the applicable Floor;

and

(B) in respect of the Cap,

(1) if the relevant Pricing Supplement specify that "less than or equal to" shall apply, then less than or equal to the applicable Cap; or
(2) if the relevant Pricing Supplement specify that "less than" shall apply, then less than the applicable Cap;

for a number of Calculation Days in the applicable Interest Accrual Period which is equal to or greater than the Protection Barrier Period.

"Protection Barrier Period" means the number of Calculation Days which is equal to the percentage specified in the applicable Pricing Supplement under "Protection Barrier Period" of the total number of Calculation Days in the applicable Interest Accrual Period.

"Range Accrual Floating Rate" means the rate specified in the applicable Pricing Supplement which Rate of Interest for each Interest Accrual Period shall be determined in accordance with Condition 4(b)(iii)(B) (Screen Rate/Reference Bank Determination for Floating Rate Notes other than Floating Rate Notes referencing SONIA (Non-Index Determination), SONIA (Index Determination), SOFR (Non-Index Determination) or SOFR (Index Determination)) or, where the rate specified in the applicable Pricing Supplement is SONIA (Non-Index Determination), in accordance with Condition 4(b)(iii)(C) (Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is SONIA (Non-Index Determination)) or, where the rate specified in the applicable Pricing Supplement is SOFR (Non-Index Determination), in accordance with Condition 4(b)(iii)(D) (Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is SOFR (Non-Index Determination)) or, where the rate specified in the applicable Pricing Supplement is SOFR (Non-Index Determination), in accordance with Condition 4(b)(iii)(E) (Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is SOFR (Non-Index Determination)) or, where the rate specified in the applicable Pricing Supplement is SOFR (Index Determination), in accordance with Condition 4(b)(iii)(F) (Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is €STR (Non-Index Determination)), or where the rate specified in the applicable Pricing Supplement is €STR (Index Determination), in accordance with Condition 4(b)(iii)(H) (Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is €STR (Index Determination)), or where the rate specified in the applicable Pricing Supplement is CORRA, in accordance with Condition 4(b)(iii)(I) (Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing Supplement is CORRA)), or where the rate specified in the applicable Pricing Supplement is TONA, in accordance with Condition 4(b)(iii)(J) (Screen Rate Determination for Floating Rate Notes where the Reference Rate specified in the applicable Pricing

331

Supplement is TONA)), or where the rate specified in the applicable Pricing Supplement is BBSW Rate Determination or AONIA Rate Determination, in accordance with Condition 4(b)(iii)(K) (BBSW Rate Determination and AONIA Rate Determination).

"Reference Rate" means, on any Calculation Day:

(A) the interest rate (excluding the Margin) for Floating Rate Notes on that day notionally determined in accordance with Condition 4(b)(iii)(B) or, in the case of SONIA (Non-Index Determination) in accordance with Condition 4(b)(iii)(C) or, in the case of SONIA (Index Determination), in accordance with Condition 4(b)(iii)(D) or, in the case of SOFR (Non-Index Determination), in accordance with Condition 4(b)(iii)(E) or, in the case of SOFR (Index Determination), in accordance with Condition 4(b)(iii)(F) or, in the case of €STR (Non-Index Determination), in accordance with Condition 4(b)(iii)(G) or, in the case of €STR (Index Determination), in accordance with Condition 4(b)(iii)(H) or, in the case of CORRA, in accordance with Condition 4(b)(iii)(I) or, in the case of TONA, in accordance with Condition 4(b)(iii)(J) or, in the case of BBSW Rate Determination or AONIA Rate Determination, in accordance with Condition 4(b)(iii)(K) as specified in the applicable Pricing Supplement;

(B) the interest rate for BKBM Notes (excluding the Margin) on that day notionally determined in accordance with Condition 4(d) as specified in the applicable Pricing Supplement;

(C) the CMS swap rate for the applicable CMS Currency on that day notionally determined in accordance with Condition 4(e) as specified in the applicable Pricing Supplement;

save that, in determining a notional interest rate or swap rate for the purposes of paragraphs (A)-(D) above, references in Condition 4(b)(iii)(B), Condition 4(b)(iii)(C), Condition 4(b)(iii)(D), Condition 4(b)(iii)(E), Condition 4(b)(iii)(F), Condition 4(b)(iii)(G), Condition 4(b)(iii)(H), Condition 4(b)(iii)(I), Condition 4(b)(iii)(J), Condition 4(b)(iii)(K), Condition 4(d) and Condition 4(e) to "Interest Determination Date" shall be deemed to be references to "each Calculation Day"

provided that:

(b) if a Calculation Day falls in the Cut-Off Period, the rate for that day shall be the rate on the business day in the Relevant Financial Centre that immediately precedes the Cut-Off Period.

"Relevant Fraction" means, in respect of each Interest Accrual Period, an amount calculated by the Calculation Agent in accordance with the following formula:

$$
N1/N2
$$

where:

"N1" means the number of Calculation Days in the Interest Accrual Period where (i) if Single Range Accrual Note is specified as applicable and Constant Maturity Swap Spread is specified as not applicable in the relevant Pricing Supplement, then the Reference Rate; or (ii) if Single Range Accrual Note is specified as applicable and Constant Maturity Swap Spread is specified as applicable then the Constant Maturity Swap Spread, or (iii) if Dual Range Accrual Note is specified as applicable in the relevant Pricing Supplement, then each Reference Rate or the Reference Rate and a Constant Maturity Swap Spread if applicable, in each case, as specified in the applicable Pricing Supplement is or are:

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(A) in respect of the Floor,

and

(B) in respect of the Cap,

"N2" means the actual number of Calculation Days in the Interest Accrual Period.

"Second CMS Spread Reference Rate" means the CMS swap rate for the applicable CMS Currency as specified in the applicable Pricing Supplement and determined in accordance with the Conditions.

"Specified Fixed Rate" means the per annum rate specified in the applicable Pricing Supplement.

A Subordinated Note cannot be a Range Accrual Note.

(h) 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.

(i) 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. A Subordinated Note cannot be a Dual Currency Note.

(j) 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.

(k) 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;

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(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;

(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; and

(iv) The Pricing Supplement in respect of any Notes issued as Subordinated Notes must not specify a Rate Multiplier, Maximum Rate of Interest, Minimum Rate of Interest or Instalment Amount.

(1) 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 Principal 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.

(m) 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 venue, stock exchange and/or quotation system) and the rules of such listing venue, stock exchange and/or quotation system so require, such listing venue, 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, subject, in the case of €STR (Non-Index Determination), to Condition 4(b)(iii)(H)(y) and in the case of CORRA, to Condition 4(b)(iii)(I)(y), in the case of TONA, to Condition 4(b)(iii)(J)(y), nevertheless continue to be calculated as previously in accordance with this Condition but no publication

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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) or such other person specified in the applicable Pricing Supplement as the party responsible for making any such calculation or determination shall (in the absence of manifest error) be final and binding upon all parties.

(n) Benchmark Replacement

This Condition 4(n) (Benchmark Replacement) applies where the relevant Reference Rate specified in the applicable Pricing Supplement is a rate other than SOFR (Non-Index Determination) or SOFR (Index Determination), BBSW Rate Determination or AONIA Rate Determination. Notwithstanding the provisions above in Conditions 4(b), (d), (e) and (f), if the Issuer (in consultation with the Calculation Agent (or the person specified in the applicable Pricing Supplement as the party responsible for calculating the Rate of Interest)) determines that a Benchmark Disruption Event has occurred when any Rate of Interest (or the relevant component part thereof) remains to be determined by reference to such Reference Rate affected by the Benchmark Disruption Event, then the following provisions shall apply:

(i) Independent Adviser

The Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Independent Adviser determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(n)(ii)) and, in either case, an Adjustment Spread if any (in accordance with Condition 4(n)(iv)) and any Benchmark Amendments (in accordance with Condition 4(n)(v)).

(ii) Successor Rate or Alternative Rate

If the Independent Adviser, following consultation with the Issuer and acting in good faith and in a commercially reasonable manner, determines, no later than the IA Determination Cut-off Date that: (A) there is a Successor Rate, then it shall notify the Calculation Agent and the Calculation Agent shall use such Successor Rate (subject to adjustment as provided in Condition 4(n)(iv)) in place of the Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the subsequent operation of this Condition 4(n)); or (B) there is no Successor Rate but that there is an Alternative Rate, then it shall notify the Calculation Agent and the Calculation Agent shall use such Alternative Rate (subject to adjustment as provided in Condition 4(n)(iv)) in place of the Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the subsequent operation of this Condition 4(n)).

(iii) Issuer Determination

If the Issuer is unable to appoint an Independent Adviser, or if the Independent Adviser appointed by it fails to determine a Successor Rate or Alternative Rate prior to the IA Determination Cut-off Date, then, if it elects to do so, the Issuer (acting in good faith and in a commercially reasonable manner) may determine a Successor Rate or Alternative Rate for the purposes of Condition 4(n)(ii);

(iv) Adjustment Spread

If the Independent Adviser following consultation with the Issuer (or the Issuer as the case may be), acting in good faith and in a commercially reasonable manner, determines (i) that an Adjustment Spread is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) and (ii) the quantum of, or a formula or methodology for determining, such Adjustment Spread, then the Independent Adviser (or the Issuer as the case may be) shall notify the Calculation Agent of such Adjustment Spread and the Calculation Agent shall apply it to the Successor Rate or the Alternative Rate (as the case may be).

(v) Benchmark Amendments

If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 4(n) and the Independent Adviser following consultation with the Issuer (or the Issuer as the case may be), acting in good faith and in a commercially reasonable manner,

335

determines (i) that amendments to these Conditions and/or the Agency Agreement and/or any other agreement or document relating to the Notes are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the "Benchmark Amendments") and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 4(n)(vi), without any requirement for the consent or approval of Noteholders, at the Issuer's expense, vary these Conditions and/or the Agency Agreement and/or any other agreement or document relating to the Notes as is necessary to give effect to such Benchmark Amendments with effect from the date specified in such notice. The Fiscal Agent and/or each other party to an applicable agreement shall not be obliged to concur if in their opinion doing so would impose more onerous obligations on them or expose them to any additional duties, responsibilities or liabilities or reduce or amend their rights and/or the protective provisions afforded to them in these Conditions or in any other document to which they are a party in any way. For the avoidance of doubt, no consent of the Noteholders of the relevant Series shall be required in connection with effecting the Benchmark Amendments or such other changes, including for the execution of any documents or the taking of other steps by the Issuer or any of the parties to the Agency Agreement (if required). In connection with any such variation in accordance with this Condition 4(n)(v), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading.

(vi) Notices, etc.

Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments, determined under this Condition 4(n) will be notified promptly, and in any event not later than the fifth Business Day prior to the Interest Determination Date by the Issuer to the Fiscal Agent, the Calculation Agent, and each other party to the Agency Agreement and the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any, and will be binding on the Issuer, the Fiscal Agent, the Calculation Agent and each other party to the Agency Agreement and the Noteholders.

Notwithstanding any other provision of this Condition 4(n), if in the Calculation Agent's opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 4(n), the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not promptly provided with such direction, or is otherwise unable (other than due to its own gross negligence, wilful default or fraud) to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and (in the absence of such gross negligence, wilful default or fraud) shall not incur any liability to any person for not doing so.

(vii) Survival of Reference Rate

Without prejudice to the provisions of this Condition 4(n), the Reference Rate and the fallback provisions provided for in Condition 4(b)(iii)(B) will continue to apply unless and until the Calculation Agent has been notified of the Successor Rate or the Alternative Rate (as the case may be), and any Adjustment Spread and Benchmark Amendments, in accordance with Condition 4(n)(v).

For the avoidance of doubt and notwithstanding any other provision of this Condition 4(n), in determining any Adjustment Spread or other relevant methodology for the purposes of Condition 4(n)(iii), the Issuer shall not and shall not be obliged to apply and may discount any Adjustment Spread or methodology the application of which may constitute it an administrator for the purposes of Regulation (EU) 2016/1011 or Regulation (EU) 2016/1011 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

In the case of Subordinated Notes only, any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments determined in accordance with Condition 4(n)(ii), (iii), (iv) or (v) (Benchmark Replacement), will be subject to the prior written approval of APRA having been obtained in each case.

336

Subordinated Noteholders should note that APRA's approval may not be given for any Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments it considers to have the effect of increasing the Interest Rate contrary to applicable prudential standards.

For the purposes of this Condition 4(n) (Benchmark Replacement):

"Adjustment Spread" means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent Adviser following consultation with the Issuer (or the Issuer as the case may be), acting in good faith and in a commercially reasonable manner, determines is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to Noteholders as a result of the replacement of the Reference Rate with the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

(i) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate);

(ii) the Independent Adviser following consultation with the Issuer (or the Issuer as the case may be), acting in good faith and in a commercially reasonable manner, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions or is in customary market usage in the debt capital market for transactions which reference the Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be) (or if the Independent Adviser (or the Issuer as the case may be) determines that no such industry standard is recognised or acknowledged);

(iii) the Independent Adviser following consultation with the Issuer (or the Issuer as the case may be), in its discretion, and acting in good faith and in a commercially reasonable manner, determines to be appropriate.

"Alternative Rate" means an alternative benchmark or screen rate which the Independent Adviser (or the Issuer as the case may be) determines in accordance with Condition 4(n)(ii) has replaced the Reference Rate in customary market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant component part thereof) for the same interest period and in the same Specified Currency as the Notes.

"Benchmark Amendments" has the meaning given to it in Condition 4(n)(v).

"IA Determination Cut-Off Date" means no later than five Business Days prior to the relevant Interest Determination Date relating to the next relevant Interest Period.

"Benchmark Disruption Event" means:

(i) the relevant Reference Rate specified in the relevant Pricing Supplement has ceased to be published on the Relevant Screen Page as a result of such benchmark ceasing to be calculated or administered; or

(ii) the Issuer determines after consulting with the Independent Adviser (if so appointed) that, a change in the generally accepted market practice in the international debt capital markets to refer to a Reference Rate is endorsed in a public statement by a Relevant Nominating Body, despite the continued existence of the applicable Reference Rate.

"Reference Rate" means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes or any Successor Rate or Alternative Rate which has been determined in relation to such benchmark or screen rate (as applicable) pursuant to the operation of this Condition.

"Relevant Nominating Body" means, in respect of a Reference Rate:

337

(i) the central bank for the currency to which the Reference Rate relates, or any central bank or other supervisory authority which is responsible for administering or supervising the administrator of the Reference Rate;

(ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the Reference Rate relates, (b) any central bank or other supervisory authority which is responsible for administering or supervising the administrator of the Reference Rate, (c) a group of the aforementioned central banks or other supervisory authorities, or (d) the Financial Stability Board or any part thereof; or

(iii) any of the Board of Governors of the Federal Reserve, the Federal Reserve Bank of New York, the Bank of England, the Financial Conduct Authority, the Prudential Regulation Authority or the European Central Bank or any relevant committee or other body established, sponsored or approved by any of the foregoing, including the Working Group on Sterling Risk-Free Reference Rates and the Alternative Reference Rates Committee.

"Successor Rate" means a successor to or replacement of the Reference Rate which is formally recommended by any Relevant Nominating Body.

(o) Effect of Benchmark Transition Event

This Condition 4(o) (Effect of Benchmark Transition Event) applies where the relevant Reference Rate specified in the applicable Pricing Supplement is SOFR (Non-Index Determination) or SOFR (Index Determination) (and for the avoidance of doubt, any subsequent Benchmark determined as a result of a Benchmark Replacement determination):

(i) Benchmark Replacement

If the Issuer or its designee determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes in respect of such determination on such date and all determinations on all subsequent dates.

(ii) Benchmark Replacement Conforming Changes

In connection with the implementation of a Benchmark Replacement, the Issuer or its designee will have the right to make Benchmark Replacement Conforming Changes from time to time.

(iii) Decisions and Determinations

Any determination, decision or election that may be made by the Issuer or its designee pursuant to this Condition 4(o) (Effect of Benchmark Transition Event), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, (x) will be conclusive and binding absent manifest error, (y) will be made in the Issuer or its designee's sole discretion, and, (z) notwithstanding anything to the contrary in the in these Conditions or any other documentation relating to the Notes, shall become effective without consent from the Noteholders or any other party.

For the avoidance of doubt and notwithstanding any other provision of this Condition 4(o) (Effect of Benchmark Transition Event) in determining any Benchmark Replacement, Benchmark Replacement Conforming Changes or Benchmark Replacement Adjustment or for the purposes of making any other determination for the purposes of this Condition, the Issuer shall not and shall not be obliged to apply and may discount any factor or methodology the application of which may constitute it an administrator for the purposes of Regulation (EU) 2016/1011 in the European Union or as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

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In the case of Subordinated Notes only, any Benchmark Replacement, Benchmark Replacement Conforming Changes or Benchmark Replacement Adjustment determined in accordance with this Condition 4(o) (Effect of Benchmark Transition Event), will be subject to the prior written approval of APRA having been obtained in each case.

Subordinated Noteholders should note that APRA's approval may not be given for any Benchmark Replacement, Benchmark Replacement Conforming Changes or Benchmark Replacement Adjustment it considers to have the effect of increasing the Interest Rate contrary to applicable prudential standards.

For the purposes of this Condition 4(o) (Effect of Benchmark Transition Event):

"Benchmark" means, initially, the relevant Reference Rate specified in the applicable Pricing Supplement where such Reference Rate is specified to be SOFR (Index Determination) or SOFR (Non-Index Determination); provided that if the Issuer or its designee determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR (Index Determination) or SOFR (Non-Index Determination) (or the published daily SOFR or SOFR Index used in the calculation thereof), as applicable, or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement.

"Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:

(i) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;

(ii) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or

(iii) the sum of: (a) the alternate rate of interest that has been selected by the Issuer or its designee as the replacement for the then-current Benchmark (for the applicable Corresponding Tenor, if any) giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by the Issuer or its designee as of the Benchmark Replacement Date:

(i) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;

(ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; or

(iii) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer or its designee giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark (for the applicable Corresponding Tenor, if any) with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate notes at such time.

"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "Interest Period," timing and frequency of

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determining rates and making payments of interest, changes to the definition of "Corresponding Tenor" (defined below) solely when such tenor is longer than the Interest Period and other administrative matters) that the Issuer or its designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer or its designee determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee determines is reasonably necessary).

"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(i) in the case of clause (i) or (ii) of the definition of "Benchmark Transition Event," the later of:

(A) the date of the public statement or publication of information referenced therein; and
(B) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or

(ii) in the case of clause (iii) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark (including the daily published component used in the calculation thereof):

(i) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);
(ii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or
(iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

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"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.

"ISDA Fallback Adjustment" means the spread adjustment, (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

"Reference Time" with respect to any determination of the Benchmark means:

(i) if the Benchmark is SOFR, the relevant SOFR Determination Time; and
(ii) if the Benchmark is not SOFR, the time determined by the Issuer or its designee after giving effect to the Benchmark Replacement Conforming Changes.

"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of SOFR).

"SOFR Administrator's Website" means the website of the Federal Reserve Bank of New York, or any successor source.

"Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement, in each case, excluding the applicable Benchmark Replacement Adjustment.

(p) ISDA Determination for Fallback

Notwithstanding the provisions of Condition 4(n) (Benchmark Replacement) and Condition 4(o) (Effect of Benchmark Transition Event), if ISDA Determination for Fallback provisions is specified in the relevant Pricing Supplement as being applicable to the Notes (other than Subordinated Notes) then, upon the occurrence of an ISDA Determination Fallback Event, the Calculation Agent shall determine the Rate of Interest for the relevant Interest Period or Interest Accrual Period as the sum of:

(A) the ISDA Fallback Rate; and
(B) the ISDA Fallback Adjustment.

For the purposes of this Condition:

"Index Cessation Event" means, in respect of a Reference Rate:

(i) a public statement or publication of information by or on behalf of the administrator of the Reference Rate announcing that it has ceased or will cease to provide the Reference Rate permanently or indefinitely, provided that, at the

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time of the statement or publication, there is no successor administrator that will continue to provide the Reference Rate; or

(ii) a public statement or publication of information by the regulatory supervisor for the administrator of the Reference Rate, the central bank for the currency of the Reference Rate, an insolvency official with jurisdiction over the administrator for the Reference Rate, a resolution authority with jurisdiction over the administrator for the Reference Rate or a court or an entity with similar insolvency or resolution authority over the administrator for the Reference Rate, which states that the administrator of the Reference Rate has ceased or will cease to provide the Reference Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator that will continue to provide the Reference Rate.

"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time including the 2021 ISDA Interest Rate Derivatives Definitions (as amended or supplemented from time to time).

"ISDA Determination Fallback Event" means the Reference Rate specified in the applicable Pricing Supplement has not been published by the source that is specified or otherwise ordinarily used to determine the level of the Reference Rate on the day on which it is required or an Index Cessation Event has occurred with respect to the Reference Rate.

"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions upon the occurrence of an ISDA Determination Fallback Event with respect to the Reference Rate specified in the applicable Pricing Supplement for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

"ISDA Fallback Adjustment" means the spread adjustment, (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an ISDA Determination Fallback Event with respect to the Reference Rate specified in the applicable Pricing Supplement for the applicable tenor.

(q) 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 5(d)(ii) unless otherwise specified in the Pricing Supplement.

"2006 ISDA Definitions" means, in relation to a Series of Notes, the 2006 ISDA Definitions (as supplemented, amended and updated as at the date of issue of the first Tranche of the Notes of such Series) as published by ISDA (copies of which may be obtained from ISDA at www.isda.org).

"2021 ISDA Definitions" means, in relation to a Series of Notes, the latest version of the 2021 ISDA Interest Rate Derivatives Definitions (including each Matrix (and any successor Matrix thereto), as defined in such 2021 ISDA Interest Rate Derivatives Definitions) as at the date of issue of the first Tranche of Notes of such Series, as published by ISDA on its website (www.isda.org).

"Amortised Face Amount" has the meaning given in Condition 5(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 securities market operated by it, as the context requires.

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"ASX Listing Rules" means the listing rules of the Australian Securities Exchange as amended, varied or waived (whether in respect of the Issuer, ANZGHL 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.

"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 Bank New Zealand or ANZNIL is the Issuer, New Zealand; 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 T2 Business Day; and

(iv) in the case of one or more additional business centres specified in the applicable Pricing Supplement (each, an "Additional Business Centre"), 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; and

(v) in respect of Notes for which the Reference Rate specified in the applicable Pricing Supplement is SOFR (Index Determination) or SOFR (Non-Index Determination), any weekday that is a U.S. Government Securities Business Day and is not a legal holiday in New York and each (if any) Additional Business Centre(s) and is not a date on which banking institutions in those cities are authorised or required by law or regulation to be closed,

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;

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(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.

"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.

"Code" means the U.S. Internal Revenue Code of 1986, as amended.

"CORRA" means the Canadian Overnight Repo Rate Average.

"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);

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(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:

$$
\text{Day Count Fraction} = \frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1) + (D_2 - D_1)]}{360}
$$

"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 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:

$$
\text{Day Count Fraction} = \frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1) + (D_2 - D_1)]}{360}
$$

"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:

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where:

$$
\text{Day Count Fraction} = \frac{[360 \times (\mathrm{Y}_2 - \mathrm{Y}_1)] + [30 \times (\mathrm{M}_2 - \mathrm{M}_1) + (\mathrm{D}_2 - \mathrm{D}_1)]}{360}
$$

"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 (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 Principal Amount unless otherwise specified in the Pricing Supplement or, in relation to a Zero Coupon Note, as specified in Condition 5(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.

"€STR" means the euro short-term rate.

"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 5(g).

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

"FATCA" means:

(i) Sections 1471-1474 of the Code (or any amended or successor version to the Code) and any current or future regulations or official interpretations thereof;

(ii) 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 Code or analogous provisions of non-U.S. law; or

(iii) any agreement pursuant to the implementation of paragraphs (i) or (ii) above with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction.

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

"Final Redemption Amount" means, in relation to a Note, its Principal 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 or Interest 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 BKBM Notes;

(ii) except for 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 T2 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.

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"ISDA" means the International Swaps and Derivatives Association, Inc. (or any successor).

"ISDA Definitions" has the meaning given in the relevant Pricing Supplement.

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

"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.

"Offshore Associate" has the meaning given in Condition 5(h).

"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.

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

"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 the institutions specified as such in the Pricing Supplement or, if none, four major banks selected by the Reference Banks 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 Banks Agent" means an independent investment bank, commercial bank or stockbroker appointed by the Issuer.

"Reference Rate" means Federal Funds Effective Rate US, EURIBOR, CORRA, TONA, CMS Rate, SHIBOR, HIBOR, SIBOR, SOFR (Index Determination), SOFR (Non-Index Determination), SONIA (Index Determination), SONIA (Non-Index Determination), €STR (Non-Index Determination), €STR (Index Determination), 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 and for the determination of the Date of Interest in respect of Range Accrual Notes:

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

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(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 Screen Page" means the screen page specified as such in the relevant Pricing Supplement.

"Relevant Time" with respect to any Interest Determination Date, unless otherwise specified in the Pricing Supplement, in the case of the BKBM Notes is 10.45 a.m. New Zealand time, in the case of EURIBOR is 11.00 a.m. Brussels time, in the case of SHIBOR is 11.30 a.m. Beijing time, in the case of HIBOR is 11.15 a.m. Hong Kong time and in the case of SIBOR is 11.30 a.m. Singapore time or such other time as may be specified in the relevant Pricing Supplement (or, in each case, such other time at which such rate customarily appears). The Relevant Time in the case of CNH HIBOR will be specified in the relevant Pricing Supplement. If a substitute or successor screen page is used for the purposes of calculating a Screen Rate as provided in Condition 4(v), the Relevant Time in relation to such Screen Rate will be the nearest comparable time at which such Screen Rate is published on such substitute or successor screen page.

"Residual Redemption Amount" means the outstanding Principal Amount calculated at the relevant Residual Redemption Date.

"Residual Redemption Date" means the date specified as such in the relevant notice of redemption, provided that such date is an Interest Payment Date.

"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.

"SONIA" means the Sterling Index Overnight Average;

"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.

"T2 Business Day" means a day on which the T2 System is open.

"T2 System" means the real time gross settlement system operated by the Eurosystem or any successor or replacement system.

"TONA" means the daily Tokyo Overnight Average rate.

(r) 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

349

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.

(s) 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 an Independent Adviser determines appropriate.

(t) Certificates to be final

Subject, in the case of Subordinated Notes only, to the requirement for APRA's prior written approval as specified in Condition 4(n) (Benchmark Replacement), 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.

(u) 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.

(v) Substitute or Successor Screen Page

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Any reference in these Conditions or in the Pricing Supplement to a screen page on Reuters or on Bloomberg means the display page so designated on the Reuters Monitor Money Rates Service (or any successor service) or the Bloomberg Professional® service (or any successor service), as the case may be, or such other page as may replace such page for the purpose of displaying the relevant rate.

5. Redemption, Purchase and Options

(a) Redemption by Instalments and Final Redemption

(i) Unless previously redeemed, purchased and cancelled as provided in this Condition 5, each Note that provides for Instalment Dates and Instalment Amounts (each, an "Instalment Note") shall be partially redeemed on each Instalment Date at the related Instalment Amount specified in the Pricing Supplement. The outstanding Principal 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 Principal 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, 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 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, 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 to either ANZBGL or the consolidated tax group of which it is a member 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) and, 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, in the case of Condition 5(b)(i), 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

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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.

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) and subject to Condition 5(j) 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(c), 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(c):

"Regulatory Event" means ANZBGL determines, having received:

(i) an opinion from a reputable legal counsel that as a result of any amendment to, clarification of or change (including any announcement of a change that has been or will be introduced) 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
(ii) 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) or (c) 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 (A) where Compound Interest is specified in the Pricing Supplement, 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, or (B) where Linear Interest is specified in the Pricing Supplement, an amount per Calculation Amount calculated in accordance with the following formula:

$$
Amortised\ Face\ Amount = Calculation\ Amount + (Accreting\ Payment\ Amount\ x\ A) + B
$$

Where:

"A" means the aggregate number of Accreting Payment Periods that precede the Final Accreting Payment Period;

"Accreting Payment Amount" means the amount per Calculation Amount specified in the Pricing Supplement;

"Accreting Payment Period" means a period specified in the Pricing Supplement;

"B" means, in respect of the Final Accreting Payment Period, the Accreting Payment Amount multiplied by the Day Count Fraction;

"Early Redemption Date" means in respect of this Condition 5(d) the date on which the Notes are redeemed prior to the Maturity Date; and

"Final Accreting Payment Period" means a period specified in the Pricing Supplement.

Where such calculation referred to in sub-paragraph (A) of this sub-paragraph (ii) 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.

(ii) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 5(b) or (c) 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, in the case of sub-paragraph (A), to the date on which the Note becomes due and payable or, in the case of sub-paragraph (B), the Early Redemption Date, 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(j).

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

If a Call Option is included in the Pricing Supplement and subject to Condition 5(j) in the case of any Subordinated Note, 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 Principal 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 admitted to listing, trading and/or quotation on any listing venue, stock exchange and/or quotation system and the rules of the relevant listing venue, 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 venue, 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.

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(f) Clean-Up Redemption at the option of the Issuer (Clean-Up Call)

If a Clean-Up Call is specified as being applicable in the relevant Pricing Supplement and 75 per cent or more in aggregate Principal Amount of the relevant Series of Notes issued has been redeemed or purchased and cancelled, the Issuer may at any time, at its option, on giving not less than five or more than 30 days' notice to the Noteholders of the relevant Series (which notice shall specify the date for redemption and shall be irrevocable), redeem all, but not some only, of those Notes outstanding on the Residual Redemption Date, at their Residual Redemption Amount together with any accrued but unpaid interest to, but excluding, the Residual Redemption Date.

A Clean-up Call may not be specified in the Pricing Supplement in respect of Subordinated Notes.

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

If a 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.

(h) 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 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(j), 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

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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.

(i) Cancellation

All Notes redeemed by the Issuer or surrendered by the purchaser through the Issuer for cancellation pursuant to Condition 5(g) 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.

(j) Approval of APRA

Notwithstanding anything to the contrary in this Condition 5, ANZBGL may not (i) redeem any Subordinated Notes under paragraph (b), (c) or (e) above or (ii) 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 Notes is done under conditions that are sustainable for ANZBGL's income capacity; or
(b) APRA is satisfied that ANZBGL's capital position at Level 1, Level 2 and, if applicable, Level 3 (each as defined in Condition 5E.1 below) 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 1 to these Conditions (including the defined terms contained in Schedule 1) 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 Principal Amount of the Subordinated Notes will immediately Convert or be Written-Off (whichever is applicable as

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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 Principal Amount of the Subordinated Notes shall Convert or be Written-Off (whichever is applicable as specified in the Pricing Supplement) 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 Principal Amount of the Subordinated Notes will immediately Convert or be Written-Off (whichever is applicable as specified in the Pricing Supplement);

(ii) ANZBGL will determine the Principal Amount of Subordinated Notes which must be Converted or Written-Off (as applicable) in accordance with Condition 5A.3(i)(a), 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)(a) (and provided that as a result of the conversion or write-off of Relevant Tier 1 Securities APRA has not withdrawn the Non-Viability Determination), Convert or Write-Off (as applicable) a Principal 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 pro-rata 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 Principal 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 Principal 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 Principal 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 Principal Amount of the Subordinated Notes Converted or Written-Off (as applicable); and

(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):

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(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 Principal Amount of Subordinated Notes to be Converted or Written-Off (as applicable) in accordance with Condition 5A.3(ii)(b) or 5A.3(iii); 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.

Each Subordinated Noteholder irrevocably authorises ANZBGL to sign any document or transfer or do any other thing as may in ANZBGL's opinion be necessary or desirable to effect any transfer of the Subordinated Notes the subject of the Conversion.

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

If a Principal Amount of a Subordinated Note is required to be Converted or Written-Off, the following provisions apply:

(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 Principal 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 certificate and the Register (as applicable) so that the Principal 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 non-Converted or non-Written-Off (as applicable) portion of the Principal 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 Principal 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 Principal Amount Converted or Written-Off in respect of that Subordinated Note bears to the Principal 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 Principal Amount Converted or Written-Off in respect of that Subordinated Note bears to the Principal 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

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Subordinated Note with a Principal Amount equal to the non-Converted or non-Written-Off (as applicable) portion of the Principal 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 Principal Amount (as determined under Condition 5A.3) of the Subordinated Notes will Convert immediately and irrevocably.

On and from the Trigger Event Date, subject to Conditions 5B.5 and 5B.6(iii)(c) ANZBGL and ANZGHL 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 Principal Amount of Subordinated Notes is required to be Converted under Condition 5B, a Subordinated Noteholder of such 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(vii) 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 CHESS (being the Clearing House Electronic Subregister System of Australia operated by the ASX or its affiliates or successors) 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 ANZGHL 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, ANZGHL fails to issue, on the Trigger Event Date, the Conversion Number of Ordinary Shares in respect of the relevant Principal 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 Principal 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, however, 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 ANZGHL's failure to issue the Ordinary Shares is limited (subject always to Condition 5B.5) to seeking an order for specific performance of ANZGHL'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 ANZGHL to issue the Ordinary Shares when required in accordance with these Conditions.

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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) the holder of that Subordinated Note is a Clearing System Holder;

(iv) 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 ANZGHL from issuing the Ordinary Shares to the Subordinated Noteholder on the Trigger Event Date; or

(v) a FATCA Withholding is required to be made in respect of the Ordinary Shares issued on the Conversion,

then, on the Trigger Event Date:

(vi) where Condition 5B.4(i), 5B.4(ii) or 5B.4(v) applies, ANZGHL 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

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

(vii) otherwise, subject to applicable law, ANZGHL 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(vii)(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;

(b) where Condition 5B.4(iii) or 5B.4(iv) applies, the nominee will hold such Ordinary Shares and will transfer Ordinary Shares to such Subordinated Noteholder (or, where paragraph (iii) applies, the person for whom the Clearing System Holder holds the Subordinated Note) 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 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

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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(vii)(a); and

(c) where Condition 5B.4(v) applies, the nominee shall deal with Ordinary Shares the subject of a FATCA Withholding and any proceeds of their disposal in accordance with FATCA;

(viii) 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(v) (inclusive) applies; and

(ix) for the purposes of this Condition 5B.4, none of ANZBGL, ANZGHL 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 if Conversion is not effected within 5 Business Days after a Trigger Event Date

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 Conversion of the relevant Principal Amount of the Subordinated Notes that are subject to Conversion has not been effected within five Business Days after the relevant Trigger Event Date for any reason (including an Inability Event):

(i) the relevant Principal 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

(ii) ANZBGL shall notify the Subordinated Noteholders as promptly as practically possible that Conversion of the relevant Principal Amount of the Subordinated Notes has not occurred and that such Principal 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 ANZGHL upon the Conversion of the relevant Principal Amount of Subordinated Notes as required by this Condition 5B and agrees to be bound by the constitution of ANZGHL, 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 Principal Amount of Subordinated Notes it holds notwithstanding anything that might otherwise affect a Conversion of such Principal Amount of Subordinated Notes including:

(a) any change in the financial position of the Issuer or ANZGHL 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

(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;

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(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 or ANZGHL; 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 or ANZGHL, 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 Principal Amount of any Subordinated Notes or to determine whether (or in what circumstances) the Principal Amount of Subordinated Notes it holds is Converted;

(vi) acknowledges and agrees that none of the following shall prevent, impede or delay the Conversion or (where relevant) Write-Off of the Principal 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;

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

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

(vii) acknowledges and agrees that if, in respect of a Conversion, ANZGHL has issued the Conversion Number of Ordinary Shares to the Subordinated Noteholder but the Subordinated Note or portion thereof has not been transferred free from encumbrance to or as directed by ANZGHL, the Subordinated Note or such portion shall be Written-Off in accordance with Condition 5B.7 without prejudice to the issue of the Ordinary Shares.

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) with effect on and from the Trigger Event Date, the rights of the relevant Subordinated Noteholder of the Subordinated Note or portion thereof (including any right to receive any payment thereunder including payments of principal and 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

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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 Principal 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 any right to receive any payment thereunder including payments of principal and 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.

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 Approved 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 per cent. of the Ordinary Shares on issue; or

(B) the directors of ANZGHL, 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 per cent. of the Ordinary Shares that will be on issue after the scheme is implemented and:

(A) all classes of members of ANZGHL 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 ANZGHL 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):

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(iii) amend these Conditions such that, unless APRA otherwise agrees, on the date the Principal 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 (or another member of the ANZ Group which is a holding company of ANZBGL) (the "Transferee") 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 Principal Amount of the Subordinated Note that is being Converted shall be reduced to an amount equal to the non-Converted portion of the Principal 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 Principal Amount equal to the Converted portion of the Principal 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 1 to these Conditions shall apply (with any necessary changes) to the determination of the number of such Approved NOHC Ordinary Shares;

(d) as between ANZBGL and the Transferee, each Subordinated Note held by the Transferee as a result of Condition 5D.2(iv)(a) will be automatically Converted into a number of ANZBGL Ordinary Shares in a number and at a price such that the issued share capital held by the Transferee (or a wholly owned subsidiary of the Transferee) increases by the amount by which the issued ordinary share capital of the Approved NOHC increases on Conversion; and

(e) make such other amendments as in ANZBGL's reasonable opinion are necessary or 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 1 to these Conditions.

5D.3 Notice of substitution of Approved NOHC

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

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5E Definition and Interpretations relevant to Subordinated Notes

5E.1 Definitions

For the purposes of Conditions 5, 5A, 5B, 5C, 5D and Schedule 1 to these Conditions, unless the context otherwise requires, the following defined terms have the meanings set out below:

"ANZBGL Ordinary Shares" means a fully paid ordinary share in the capital of ANZBGL.

"ANZGHL" means ANZ Group Holdings Limited (ACN 659 510 791).

"ANZ Group" means ANZGHL and its subsidiaries.

"Approved NOHC" means an entity which:

(i) is a non-operating holding company within the meaning of the Banking Act 1959 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 Principal 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.

"Clearing System Holder" means that the holder of a Subordinated Note is the operator of a clearing system or a depository, or a nominee for a depository or a clearing system.

"Control" has the meaning given in the Corporations Act.

"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 Principal Amount of that Subordinated Note, in each case in accordance with Schedule 1 to these Conditions, and "Convert", "Converting" and "Converted" have corresponding meanings.

"Deed of Undertaking" means the deed poll made by ANZGHL in favour of Subordinated Noteholders dated 21 November 2023 (as amended, modified or supplemented from time to time), a copy of which shall be provided by ANZBGL to the Fiscal Agent.

"FATCA Withholding" means any deduction or withholding made for or on account of FATCA.

"Inability Event" means ANZBGL or ANZGHL 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 ANZGHL) or any other reason from performing any of their obligations necessary to effect the Conversion of any Subordinated Notes.

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

"Ordinary Share" means a fully paid ordinary share in the capital of ANZGHL.

"Regulatory Capital" means a Tier 1 Capital Security or a Tier 2 Capital Security.

"Related Conversion Steps" has the meaning given in Section 1(f) of Schedule 1 to these Conditions.

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

"Relevant Securities" means each of:

(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 or Level 2 basis) or, if applicable, the ANZ Group (on 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 or Level 2 basis) or, if applicable, the ANZ Group (on 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.

"Transferee" has the meaning given to it in Condition 5D.2.

"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 an Approved 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;

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(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, or the ASX Operating Rules shall, if that term is replaced in those rules, be taken to be a reference to the replacement term.

6. 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)), 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 New Zealand; 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 New Zealand; 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 (C) if the Specified Currency is Renminbi, shall be Hong Kong), 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 New Zealand; 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

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and (z) if the Specified Currency is Renminbi, shall be Hong Kong); 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.

Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. 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 made for or on account of 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 and any Ordinary Shares to be issued to a holder on Conversion of a Subordinated Note will be issued to the holder, net of any deduction or withholding made for or on account of FATCA (a "FATCA Withholding") and, notwithstanding any other provision of these Conditions, no additional amounts will be required to be paid and no additional Ordinary Shares will be required to be issued 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 UK Financial Conduct Authority and admitted to trading on the London Stock Exchange), (vi) such other agents as may be required by the rules of any other listing venue, stock exchange and/or quotation system on which the Notes may be admitted to listing, trading and/or quotation and (vii) 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 U.S. dollars in the circumstances described in Condition 6(c).

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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 or Range Accrual 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 1 to these Conditions, 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 as the Payment Business Day Convention in the applicable Pricing Supplement, the next following Payment Business Day or (ii), if "Modified Following" is specified as the Payment Business Day Convention 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

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and Sydney where ANZBGL is the Issuer, in London and New Zealand where ANZ Bank 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 Bank 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 T2 System is open, unless otherwise specified in the Pricing Supplement; and
(iv) in respect of Notes for which the Reference Rate specified in the applicable Pricing Supplement is SOFR (Index Determination) or SOFR (Non-Index Determination), any weekday that is a U.S. Government Securities Business Day and is not a legal holiday in New York and each (if any) Additional Financial Centre(s) and is not a date on which banking institutions in those cities are authorised or required by law or regulation to be closed.

(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 venue, 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;

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(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 U.S. 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 U.S. dollars on the due date at the U.S. Dollar Equivalent of any such Renminbi-denominated amount.

For the purposes of these Conditions, "US Dollar Equivalent" means the Renminbi amount converted into U.S. 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);

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"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 U.S. 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.

(k) Payment of U.S. Dollar equivalent in respect of Exotic Currencies

If Exotic Currency Payments is specified to be applicable in the relevant Pricing Supplement then, in the event that the Issuer is due to make a payment in an Exotic Currency in respect of any Note and the Exotic Currency is not available or it is impracticable to make the payment in the Exotic Currency due to circumstances beyond the Issuer's control as determined by the Calculation Agent acting in good faith and in a commercially reasonable manner, the Issuer will be entitled to satisfy in full its obligations in respect of such payment by making payment as soon as practicable in U.S. dollars on the basis of the spot exchange rate of U.S. dollars against the Exotic Currency offered in the London foreign exchange market as determined by the Calculation Agent referencing the Exotic Currency Reuters Screen Page at or around the Exotic Currency Relevant Time on the fifth London Business Day prior to such payment or, if such rate is not available on that day, the Calculation Agent will reference the rate most recently available prior to such day.

Any payment made in U.S. dollars in accordance with the foregoing paragraph will not constitute an Event of Default (as defined in Condition 9 (Events of Default)). The communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained by the Calculation Agent hereunder shall be at its sole discretion and shall (in the absence of manifest error, wilful default or bad faith) be conclusive for all purposes and binding on the Issuer, the Paying Agents, and the holders of the Notes or Coupons.

For this purpose:

"Exotic Currency" means the Specified Currency, being either Mexican peso, Turkish lira or South African rand, as specified in the Pricing Supplement.

"Exotic Currency Relevant Time" means the time specified in the Pricing Supplement.

"Exotic Currency Reuters Screen Page" means the Reuters screen page specified in the Pricing Supplement.

"London Business Day" means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments generally in London.

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(I) Discretion of Calculation Agent

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 a manifest error) be binding on the Issuer, the Paying Agents and the holders of the Notes or Coupons and (in the absence of negligence, wilful default, bad faith or fraud) no liability to any such person shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers and duties for such purposes.

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 or made for or on account of FATCA. 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 Receipholders as shall result in receipt by those Noteholders, Couponholders and Receipholders 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 and/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, held 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 30th 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

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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) where such withholding or deduction is for or on account of New Zealand resident withholding tax; or

(viii) 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 Bank New Zealand or ANZNIL is the Issuer or ANZ Bank New Zealand is the Guarantor; or

(ix) presented for payment by, or 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; or

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

(xi) 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 Bank New Zealand or ANZNIL, where ANZ Bank New Zealand or ANZNIL is the Issuer, or ANZ Bank New Zealand, where ANZ Bank New Zealand is the Guarantor, was neither a party to nor participated in; or

(xii) where such withholding or deduction is made for or on account of FATCA 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 Bank New Zealand where ANZ Bank 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

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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 Bank New Zealand is the Issuer or the Guarantor, and ANZ Bank New Zealand or ANZNIL, as the case may be, 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, ANZ Bank New Zealand or ANZNIL, as the case may be, 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 Bank New Zealand or ANZNIL, as the case may be, to reduce the applicable rate of non-resident withholding tax to zero per cent. Under the current law, that procedure involves ANZ Bank New Zealand or ANZNIL, as the case may be, 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 Bank New Zealand and ANZNIL are 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 or, if that Holder is not the beneficial owner of such Note, then the beneficial owner of such Note (i) is a resident of New Zealand for New Zealand income tax purposes, or (ii) holds the notes for the purposes of a business the Holder carries on in New Zealand, through a fixed establishment (as defined in the Income Tax Act 2007 (New Zealand) in New Zealand, or (iii) is a registered bank engaged in business in New Zealand through a fixed establishment (as defined in the Income Tax Act 2007 (New Zealand)) in New Zealand and is not associated with ANZ Bank New Zealand or ANZNIL (as applicable) (each such Holder or beneficial owner a "New Zealand Holder"); and

(B) at the time of such payment the New Zealand Holder does not hold "RWT-exempt status" (as defined in the Income Tax Act 2007 (New Zealand)) in respect of New Zealand resident withholding tax.

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

(A) must notify ANZ Bank New Zealand or ANZNIL, as the case may be, that the New Zealand Holder is the holder or beneficial owner of a Note; and

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

A New Zealand Holder must notify ANZ Bank New Zealand or ANZNIL, as the case may be, 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 Bank New Zealand or ANZNIL, as the case may be, 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 Bank New Zealand or ANZNIL, as the case may be, for all purposes in respect of any liability ANZ Bank New Zealand or ANZNIL, as the case may be, 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.

(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).

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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.

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) when due, in respect of any Unsubordinated Note of such Series, and such default continues for a period of 15 days or interest when due, in respect of any Unsubordinated Note of such Series, and such default continues for a period of 30 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

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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(u):

(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,

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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 or amendment 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 Principal Amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the Principal 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 Principal 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 Principal Amount of the Notes for the time being outstanding. However, the prior written approval of APRA is required to modify, amend or supplement the terms of any Series of Subordinated Notes, or to give any consents or waivers or take other actions in respect of any Series of

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Subordinated Notes, where such modification, amendment, supplement, consent, waiver or other action 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, Deed of Covenant, Deed of Guarantee, Deed of Undertaking, Conditions and Pricing Supplement

The Agency Agreement, the Deed of Covenant, the Deed of Guarantee, the Conditions and any applicable Pricing Supplement may be modified or amended by the Issuer and, in the case of the Deed of Guarantee, by ANZNIL and the Guarantor and, in the case of the Deed of Undertaking, by ANZGHL, in each case without the consent of the holders if, in the reasonable opinion of the Issuer (and in the case of the Deed of Guarantee, ANZNIL and the Guarantor and, in the case of the Deed of Undertaking, ANZGHL), the modification or amendment is:

(a) not materially prejudicial to the interests of the holders;
(b) of a formal, minor or technical nature;
(c) made to correct any manifest or proven error or omission;
(d) made to comply with mandatory provisions of the law; or
(e) made to cure, correct or supplement any defective provision or ambiguity,

provided that any such modification or amendment to the Agency Agreement, the Deed of Covenant, the Conditions, the Deed of Undertaking 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 modification or amendment shall be binding on the holders and any such modification or amendment shall be notified to the holders in accordance with Condition 14 as soon as practicable thereafter.

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 venue, 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.

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

378

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 https://www.anz.com/debtinvestors/centre/programmes/anz-banking-group/euro-medium-term-note-programme-aus/ in respect of Notes issued by ANZBGL and at https://www.anz.com/debtinvestors/centre/programmes/anz-bank-nz/euro-medium-term-note-programme-nz/ in respect of Notes issued by ANZ Bank New Zealand and ANZNIL.

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 https://www.anz.com/debtinvestors/centre/programmes/anz-banking-group/euro-medium-term-note-programme-aus/ in respect of Notes issued by ANZBGL and at https://www.anz.com/debtinvestors/centre/programmes/anz-bank-nz/euro-medium-term-note-programme-nz/ in respect of Notes issued by ANZ Bank New Zealand and ANZNIL.

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 venue, 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.

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380

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(a), 5A, 5B, 5C, 5D, 5E, 9(b) and 10 (Subordination)) which will be governed by, and construed 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.

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 its UK establishment office address from time to time, currently Level 12, 25 North Colonnade, London E14 5HZ. 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.

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 1 TO THE TERMS AND CONDITIONS OF THE NON PR NOTES

Conversion

If ANZBGL must Convert a Principal Amount of a Subordinated Note in accordance with the Conditions, then, subject to this Schedule and Condition 5D.2 and unless the Pricing Supplement specifies that the Alternative Conversion Number applies, the following provisions apply (provided, in all cases, that where a Subordinated Note is required to be Converted only in part, references in this Schedule to the "Subordinated Note" shall be taken to be references to the "Affected Subordinated Note" as defined in Condition 5A.4(ii)):

(a) The Subordinated Note will be automatically transferred free from any encumbrance to or as directed by ANZGHL on the Trigger Event Date.

(b) ANZGHL will allot and issue on the Trigger Event Date a number of Ordinary Shares in respect of the Principal 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:

$$
Conversion\ Number = \frac{Principal\ Amount}{((1 - CD)x\ VWAP)}
$$

where:

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

"VWAP" (expressed in dollars and cents or equivalent in the case of a Specified Currency other than Australian dollars) means the VWAP during the VWAP Period and where the "Maximum Conversion Number" means a number calculated according to the following formula:

$$
Maximum\ Conversion\ Number = \frac{Principal\ Amount}{Issue\ Date\ VWAP\ x\ 0.2}
$$

(c) on the Trigger Event Date the rights of each Subordinated Noteholder (including to payment of interest with respect to such Principal 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 automatically transferred for an amount equal to the Principal Amount of that Subordinated Note that is being Converted and that Principal Amount will be applied in accordance with the Deed of Undertaking by way of payment for subscription for the Ordinary Shares to be allotted and issued under Section 1(b) of this Schedule and the Deed of Undertaking. Each Subordinated Noteholder is taken to have irrevocably directed that any amount payable under Section 1 of this Schedule is to be applied as provided for in Section 1 of this Schedule and no Subordinated Noteholder has any right to payment in any other way;

(d) any calculation under Section 1(b) of this Schedule 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 Principal 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;

(e) 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 Principal Amount of that Subordinated Note being Converted (except for the right to receive the Ordinary Shares as set forth in

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Section 1 of this Schedule 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) and

(f) under the arrangements as agreed between, among others, ANZGHL, ANZBGL and relevant members of the ANZ Group, deal with the Securities being Converted so that they are converted into ANZBGL Ordinary Shares and terminated (the "Related Conversion Steps").

2. 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 Principal 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 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 ANZGHL; 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 Principal 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.

3. 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 ANZGHL's share capital (not involving any cash payment or other distribution (or compensation) 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 multiplying such daily VWAP by the following formula:

382

$$
\frac {A}{B}
$$

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 in accordance with Section 3(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. 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 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 (inclusive); and
(b) if so made, will cause an adjustment to the Maximum Conversion Number.

5. Adjustments to Issue Date VWAP for bonus issues

(a) Subject to Section 5(b) of this Schedule below, if at any time after the Issue Date ANZGHL 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:

$$
V = V _ {0} \times \frac {R D}{R D + R N}
$$

where:

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

"Vn" 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 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, an issue will be regarded as a pro rata issue notwithstanding that ANZGHL 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 for any offer of Ordinary Shares not covered by Section 5(a) of this Schedule, including a rights issue or other essentially pro rata issue.

383

(e) The fact that no adjustment is made for an issue of Ordinary Shares except as covered by Section 5(a) of this Schedule shall not in any way restrict ANZGHL 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:

$$
\frac {A}{B}
$$

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 ANZGHL 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, 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.

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 within ten Business Days of ANZBGL determining the adjustment and the adjustment set out in the announcement will be final and binding.

Ordinary Shares

Each Ordinary Share issued or arising upon Conversion ranks pari passu with all other fully paid Ordinary Shares. Subordinated Noteholders agree not to trade Ordinary Shares issued on Conversion (except as permitted by the Corporations Act, other applicable laws and the ASX Listing Rules) until ANZGHL has taken such steps as are required by the Corporations Act, other applicable laws and the ASX Listing Rules for the Ordinary Shares to be freely tradeable without such further disclosure or other action and agree to allow ANZGHL to impose a holding lock or to refuse to register a transfer in respect of Ordinary Shares until such time.

Listing Ordinary Shares issued on Conversion

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

Alternative Conversion Number

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

384

(a) Section 1 of this Schedule applies on the basis that the Conversion Number for the purposes of Section 1(b) of this Schedule is the number of Ordinary Shares specified in the Pricing Supplement as the Alternative Conversion Number (subject to the Alternative Conversion Number being no more than the Maximum Conversion Number as determined in accordance with Section 1(b) of this Schedule); and

(b) Sections 2 to 8 (inclusive) of this Schedule do not apply to the Alternative Conversion Number.

12. Definitions

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

"Affected Subordinated Note" has the meaning given in Condition 5A.4(ii).

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

"Cum Value" has the meaning given in Section 2 of this Schedule.

"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.

"Reorganisation" has the meaning given in Section 3 of this Schedule.

"Tax Act" means:

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

385

SCHEDULE 2 – Commercial particulars of the Subordinated Notes

PRICING SUPPLEMENT

THIS PRICING SUPPLEMENT WILL BE ISSUED IN RESPECT OF NOTES WHICH ARE NOT ADMITTED TO THE OFFICIAL LIST OF THE UK FINANCIAL CONDUCT AUTHORITY OR TO ANY OTHER UNITED KINGDOM REGULATED MARKET OR EUROPEAN ECONOMIC AREA REGULATED MARKET OR OFFERED TO THE PUBLIC IN THE UNITED KINGDOM FOR THE PURPOSES OF THE UK PROSPECTUS REGULATION OR IN THE EUROPEAN ECONOMIC AREA FOR THE PURPOSES OF THE EU PROSPECTUS REGULATION. THE PRICING SUPPLEMENT HAS NOT BEEN REVIEWED OR APPROVED BY THE UK FINANCIAL CONDUCT AUTHORITY AND DOES NOT CONSTITUTE A PROSPECTUS FOR THE PURPOSES OF THE UK PROSPECTUS REGULATION.

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, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is not 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 European Union (Withdrawal) Act 2018 ("EUWA"). Consequently no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

MiFID II product governance / Professional investors and eligible counterparties only target market

Solely for the purposes of each relevant Joint Lead Manager's product approval process as a MiFID II (as defined below) "manufacturer", the target market assessment completed by the relevant Joint Lead Managers in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; 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 (an "EU distributor") should take into consideration the manufacturers' target market assessment; however, an EU distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. The Issuer is not subject to MiFID II and any implementation thereof by an EU Member State. The Issuer is therefore not a "manufacturer" for the purposes of the MiFID Product Governance Rules under EU Delegated

Directive 2017/593 and has no responsibility or liability for identifying a target market, or any other product governance obligation set out in MiFID II, for financial instruments it issues (including the foregoing target market assessment for the Notes described in this legend).

UK MiFIR product governance / Professional investors and eligible counterparties only target market

Solely for the purposes of each relevant Joint Lead Manager's product approval process as a UK MiFIR (as defined below) "manufacturer", the target market assessment completed by the relevant Joint Lead Managers 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 manufacturers' 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 manufacturers' 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).

ANZ⚙️

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

US$60,000,000,000

Euro Medium Term Note Programme

Series No: 2200

Tranche No: 1

EUR 750,000,000 4.145 per cent. Subordinated Notes

due 14 May 2038 (the "Notes" or the "Subordinated Notes")

Issue Price: 100 per cent.

Australia and New Zealand Banking Group Limited

BNP PARIBAS

Deutsche Bank AG, London Branch

HSBC Bank plc

Société Générale

UBS AG London Branch

(the "Joint Lead Managers")

The date of this Pricing Supplement is 12 May 2026

PART A - CONTRACTUAL TERMS

This document constitutes the Pricing Supplement relating to the issue of Subordinated Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Information Memorandum dated 20 November 2025 and the Supplemental Information Memorandum dated 4 May 2026 and any supplement to the Base Prospectus of the Issuer dated 20 November 2025 and the disclosures in Part 2 and Part 3 of the Annexure to this Pricing Supplement, which are deemed to be incorporated by reference into the Information Memorandum (which, for the avoidance of doubt, includes the Supplemental Base Prospectuses dated 13 February 2026 and 1 May 2026) (together, the "Information Memorandum"). This Pricing Supplement of the Subordinated Notes must be read in conjunction with the Information Memorandum.

(i) Issuer: Australia and New Zealand Banking Group Limited
(i) Series Number: 2200
(ii) Tranche Number: 1
(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
Aggregate Principal Amount: EUR 750,000,000
(i) Series: EUR 750,000,000
(ii) Tranche: EUR 750,000,000
Issue Price: 100 per cent. of the Aggregate Principal Amount
(i) Specified Denomination(s) (and Principal Amount): EUR 100,000 and integral multiples of EUR 1,000 thereafter, as it may be adjusted in accordance with Condition 5A.4. No Subordinated Notes in definitive form will be issued with a denomination above EUR 199,000, as it may be adjusted in accordance with Condition 5A.4.

The minimum aggregate consideration payable in respect of an offer or invitation in Australia or any offer or invitation received in Australia must be no less than A$500,000 (or its equivalent in an alternate currency, in each case, disregarding moneys lent by the offeror or its associates)

unless the offer or invitation does not require disclosure to investors under Part 6D.2 (disregarding section 708(19)) or Chapter 7 of the Corporations Act. In every case, an offer or invitation must not be to a retail client (as defined in section 761G of the Corporations Act).

(ii) Calculation Amount: EUR 1,000, as it may be adjusted in accordance with Condition 5A.4

7 (i) Issue Date: 14 May 2026
(ii) Interest Commencement Date: Issue Date

8 Maturity Date: 14 May 2038

9 Interest Basis: Fixed Rate (Further particulars specified below)
10 Redemption/Payment Basis: Redemption at Par, as it may be adjusted in accordance with Condition 5A.4
11 Change of Interest or Redemption/Payment Basis: Change of Interest Basis as specified in item 15(i) below (Further particulars specified below)
12 Put/Call Options: 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(s) of Interest: 4.145 per cent. per annum payable annually in arrear in respect of the period from (and including) the Issue Date up to (but excluding) the Optional Redemption Date.

If the Subordinated Notes are not redeemed, purchased and cancelled, Written-Off or Converted on or before the Optional Redemption Date, the Rate of Interest payable annually in arrear in respect of the period from (and including) the Optional Redemption Date to (but excluding) the Maturity Date shall be reset to a fixed rate which is equal to the sum of the prevailing 5-year EUR Mid-Market Swap Reset Reference Rate on the day which is two T2 Business Days prior to the Optional

Redemption Date (the "Reset Determination Date") plus the Spread.

Where:

"7 year EUR Mid-Market Swap Rate" means the annual mid-market rate (EURIBOR basis) for a euro swap transaction having a seven year maturity appearing on the Bloomberg page "ICAE1" at the time of pricing.

"5-year EUR Mid-Market Swap Reset"

Reference Rate" means, subject to Condition 4(n) (Benchmark Replacement) as modified by this Pricing Supplement, the annual mid-market rate (EURIBOR basis) for a euro swap transaction commencing on the Optional Redemption Date and having a five-year maturity, appearing on the Relevant Screen Page at 11:00am (Frankfurt time) on the Reset Determination Date, all as determined by the Calculation Agent. If such a rate does not appear on the Relevant Screen Page at 11.00am (Frankfurt time) on the Reset Determination Date, the 5-year EUR Mid-Market Swap Reset Reference Rate shall instead be determined by the Calculation Agent on the following basis:

(i) the Calculation Agent shall request the principal office of each of four major banks in the interbank market for EUR swap transactions, as selected by the Calculation Agent (the "Reference Banks"), to provide the Calculation Agent with the rate at which swaps in EUR (EURIBOR basis) are offered by it, as at approximately 11.00am (Frankfurt time) on the Reset Determination Date, to participants in the interbank market for EUR swap transactions commencing on the Optional Redemption Date and having a five-year maturity (each a "5-year EUR Mid-Market Swap Rate Quotation"); and

(ii) if at least three 5-year EUR Mid-Market Swap Rate Quotations are provided, the 5-year EUR Mid-Market Swap Reset Reference Rate will be the arithmetic mean of the 5-year EUR Mid-Market Swap Rate Quotations, eliminating the highest 5-year EUR Mid-Market Swap Rate Quotation (or, in the event of equality, one of

the highest) and the lowest 5-year EUR Mid-Market Swap Rate Quotation (or, in the event of equality, one of the lowest), expressed as a percentage and rounded, if necessary to the nearest 0.001 per cent. (0.0005 per cent. being rounded upwards); and

(iii) if fewer than three 5-year EUR Mid-Market Swap Rate Quotations as referred to in paragraph (i) above are provided, the 5-year EUR Mid-Market Swap Reset Reference Rate shall be the annual mid-market rate (EURIBOR basis) for a euro swap transaction having a 5-year maturity that appeared on the most recent Relevant Screen Page that was last available prior to 11.00am (Frankfurt time) on the Reset Determination Date all as determined by the Calculation Agent.

"Relevant Screen Page" means Bloomberg page "EUAMDB05 Index" (or such other page as may replace such page on Bloomberg Professional® service, or such other page as may be determined by the Calculation Agent for purposes of displaying comparable rates).

"Spread" is defined as 1.25 per cent. per annum, being the difference between 4.145 per cent. (being the yield on an annual basis on the Trade Date) and the 7-year EUR Mid-Market Swap Rate of 2.895 per cent. at the time of pricing on the Trade Date.

"Trade Date" means 6 May 2026.

Condition 4(n) (Benchmark Replacement) shall apply to the Subordinated Notes, with the following amendments:

(a) the words "Notwithstanding the provisions above in Conditions 4(b), (d), (e) and (f)" shall be deleted and replaced with "Notwithstanding the provisions above";

(b) the 5-year EUR Mid-Market Swap Reset Reference Rate is the "Reference Rate".

(ii) (a) Interest Payment Date(s):

14 May in each year commencing on 14 May 2027 in each case subject to adjustment for

payment purposes only in accordance with the Business Day Convention specified below

(b) Interest Period(s): As defined in Condition 4(q)
(c) Interest Period Date: As defined in Condition 4(q)

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

(a) Adjusted: Not Applicable
(b) No Adjustment: Applicable

(vii) Additional Business Centre(s): New York

For the avoidance of doubt, in addition to the Additional Business Centre noted above, London, T2 System and Sydney are business centres for the purposes of the definition of "Business Day" in Condition 4(q)

(viii) Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s): The Fiscal Agent shall be the Calculation Agent
(ix) Other terms relating to the method of calculating interest for Fixed Rate Notes: Not Applicable

16 Floating Rate Note Provisions: Not Applicable
17 CMS Rate Note Provisions (for Unsubordinated Notes only): Not Applicable
18 Inverse Floating Rate Note Provisions (for Unsubordinated Notes only): Not Applicable
19. Range Accrual Note Provisions (for Unsubordinated Notes only): Not Applicable
20 Zero Coupon Note Provisions (for Unsubordinated Notes only): Not Applicable
21 Index-Linked Interest Note/Other variable-linked interest Note: Not Applicable

Provisions (for Unsubordinated Notes only):

22 Dual Currency Note Provisions (for Unsubordinated Notes only):
Not Applicable

PROVISIONS RELATING TO REDEMPTION

23 Call Option
Applicable

Any early redemption will be subject to the prior written approval of the Australian Prudential Regulation Authority. Subordinated Noteholders should not expect that the Australian Prudential Regulation Authority's approval will be given for any redemption of Subordinated Notes.

(i) Option Exercise Date(s) (if other than as set out in the Conditions):
Not Applicable

(ii) Optional Redemption Date(s):
14 May 2033

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

(iii) Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):
EUR 1,000 per Calculation Amount, as it may be adjusted in accordance with Condition 5A.4

(iv) If redeemable in part:
(a) Minimum Redemption Amount:
Not Applicable
(b) Maximum Redemption Amount:
Not Applicable

24 Clean-Up Call
Not Applicable

25 Put Option
Not Applicable

26 Final Redemption Amount of each Note
EUR 1,000 per Calculation Amount, as it may be adjusted in accordance with Condition 5A.4

27 Early Redemption Amount:
(Early Redemption Amount(s) payable on redemption on account of a Regulatory Event, for taxation reasons,
EUR 1,000 per Calculation Amount as it may be adjusted in accordance with Condition 5A.4

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

on an Event of Default or other early redemption and/or the method of calculating the same)

Regulation Authority. Subordinated Noteholders should not expect that the Australian Prudential Regulation Authority's approval will be given for any redemption of the Subordinated Notes.

28 Redemption for Regulatory Event (for Subordinated Notes issued by ANZBGL only):

Applicable

29 Redemption for taxation reasons:

Condition 5(b)(i):

Applicable

(Note that Condition 5(b)(i) applies automatically)

Condition 5(b)(ii) (for Subordinated Notes issued by ANZBGL only):

Applicable

Condition 5(b)(iii) (for Subordinated Notes issued by ANZBGL only):

Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

30 Form of the Notes:

Registered Notes

Registered Global Note exchangeable for Certificates in definitive form in the limited circumstances specified in the Registered Global Note

31 Payment Business Day Convention:

Following

32 Additional Financial Centre(s) or other special provisions relating to Payment Business Days:

New York

For the avoidance of doubt, in addition to the Additional Financial Centre noted above, London, T2 System and Sydney are financial centres for the purposes of the definition of "Payment Business Day" in Condition 6(h)

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

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

Not Applicable

35 Redenomination, renominalisation and reconventioning provisions: Not Applicable
36 Consolidation provisions: Not Applicable
37 Governing Law: English, except in relation to subordination, Conversion and Write-Off provisions of the Subordinated Notes which will be governed by, and construed in accordance with, the laws of the State of Victoria and the Commonwealth of Australia

OTHER FINAL TERMS

38 Subordinated Notes: Applicable

(i) Conversion: Applicable
CD: 1.00 per cent.
VWAP Period: Five Business Days

(ii) Alternative Conversion Number: Not Applicable
(iii) Write-Off (see Condition 5B.1 and 5C.1 and 5D.1): Not Applicable

(Where "Not Applicable" is specified at this item 38(iii), this is without prejudice to the application of Condition 5B.5 where "Applicable" is specified at item 38(i))

39 Other final terms: Not Applicable

DISTRIBUTION

40 (i) If syndicated, names of Joint Lead Managers: Australia and New Zealand Banking Group Limited
BNP PARIBAS
Deutsche Bank AG, London Branch
HSBC Bank plc
Société Générale
UBS AG London Branch

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

41 If non-syndicated, name of Dealer: Not Applicable
42 Additional selling restrictions: Not Applicable
43 U.S. Selling Restrictions: TEFRA Not Applicable / Reg S. Category 2

HONG KONG SFC CODE OF CONDUCT

44 (i) Rebates: Not Applicable
(ii) Contact email addresses of the Overall Coordinators where underlying investor information in relation to omnibus orders should be sent: Not Applicable
(iii) Marketing and Investor Targeting Strategy: As indicated in the Information Memorandum

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

By

Duly Authorised Signatory/Attorney

PART B - OTHER INFORMATION

1 LISTING

Application is expected to be made by the Issuer on or about the Issue Date for the Subordinated Notes to be listed as a debt security on the Australian Securities Exchange.

The Subordinated 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. Interests in the Subordinated Notes will be instead held in, and transferrable through, Euroclear Bank SA/NV or Clearstream Banking S.A.

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 made on an Australian Securities Exchange trading platform with a value less than A$500,000 (or its equivalent in an alternate currency).

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

(i) Reasons for the offer:

The Subordinated Notes constitute SDG Bonds and the Issuer intends to use an amount equal to the net proceeds of the issue to finance or refinance, in whole or in part, a combination of new or existing assets which align with one or more eligible categories and/or the Issuer's own operating or capital expenditures which align with one or more eligible categories in accordance with the Framework. See "Use of Proceeds and a General Description of the ANZ SDG Bond Framework" in the "Additional Disclosure" below and Part 1 of the Annexure to this Pricing Supplement. "Framework" refers to the "ANZ SDG Bond Framework", dated November 2024, available at https://www.anz.com/debtinvestors/centre/green-sustainability-bonds/, as the same may be updated, amended and/or replaced from time to time. Neither the Framework, nor the contents of any website referred to above are incorporated in, or form part of, this document

or the Information Memorandum. The International Capital Market Association ("ICMA") published documents entitled "The Social Bond Principles 2023" as at June 2023, "The Sustainability Bond Guidelines 2021" as at June 2021 and "The Green Bond Principles 2021" as at June 2021 with June 2022 Appendix 1 (together, the "2021/2023 ICMA Documents"). Subject to the qualifications in this Pricing Supplement, the Framework has been developed to align with the 2021/2023 ICMA Documents. ICMA's current versions are "The Social Bond Principles 2025" as at June 2025, "The Sustainability Bond Guidelines 2021" as at June 2021 and "The Green Bond Principles 2025" as at June 2025. The Issuer has procured: (i) a "second party opinion" dated 1 November 2024 (the "ISS Opinion") from ISS Corporate Solutions, Inc. ("ISS"), a provider of independent assessments of Green, Social and Sustainability-linked financing frameworks and (ii) a reasonable assurance opinion dated on or about 18 December 2025 (the "EY Assurance") from Ernst & Young ("EY"), each covering matters expressed by those parties in those opinions. The Issuer is under no obligation to update the Framework. The Framework has not been assessed for alignment with ICMA's Green Bond Principles of June 2025 or ICMA's Social Bond Principles of June 2025.

3 RATINGS

Ratings:

The Subordinated Notes to be issued are expected to be rated:

A rating is not a recommendation by any rating organisation to buy, sell or hold Subordinated Notes and may be subject to revision or withdrawal at any time by the assigning rating organisation.

4 OPERATIONAL INFORMATION

ISIN Code:

XS3367727610

Common Code: 336772761

FISN: AUSTRALIA AND N/4.15 MTN 20380514, as updated, 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: DTFQFR, as updated, 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 Agent(s) (if any): Not Applicable

Annexure

PART 1 RISKS RELATED TO NOTES ISSUED AS SDG BONDS

The section entitled "Use of Proceeds" under the heading "Use of Proceeds and a General Description of the ANZ SDG Bond Framework" on pages 238 to 239 of the Base Prospectus that is incorporated by reference into the Information Memorandum shall be deleted and replaced with the following:

"Use of Proceeds of SDG Bonds

The Notes issued by ANZBGL constitute SDG Bonds. This means that ANZBGL intends to apply an amount equal to the net proceeds from the issue of SDG Bonds to finance or refinance a combination of new or existing assets which align with one or more eligible categories and/or ANZBGL's own operating or capital expenditures which align with one or more eligible categories, in accordance with the "Framework" (as defined in the next paragraph).

The "Framework" means the "ANZ SDG Bond Framework" dated November 2024. In the Framework, ANZBGL described its approach to the issue of green, social or sustainability bonds, to be aligned to the United Nations Sustainable Development Goals ("SDGs").

The Framework is available on ANZBGL's website at https://www.anz.com/debtinvestors/centre/green-sustainability-bonds/. However, the Framework and this website is not incorporated into, nor does it form part of, the Information Memorandum as supplemented by this Pricing Supplement.

While ANZBGL is under no obligation to update the Framework, the Framework, any second or third party opinions and any periodic use of proceeds and impact reports prepared by ANZBGL, as well as other documentation related to SDG Bonds and/or the Framework (whether or not prepared by ANZBGL or at its request), may be amended, updated, supplemented, replaced and/or withdrawn from time to time and any subsequent version(s) may differ (including in a significant way) from the description given in the Information Memorandum as supplemented by this Pricing Supplement. Potential investors in an SDG Bond should access the latest version of each relevant document available. Any such amendment, update, supplement, replacement and/or withdrawal may affect any Tranche of SDG Bonds.

Certain information about the Framework

On 1 January 2016, the United Nations Sustainable Development Goals came into effect. The 17 goals and 169 targets are aimed at addressing global challenges, including those related to poverty, inequality, climate change and environmental degradation by 2030.

ANZ intends that the SDG Bonds issued under the Framework will be aligned to one or more SDGs.

Eligible assets and expenditure

Eligible assets and expenditure are determined by ANZBGL in its absolute discretion to fall within one or more of the eligible categories and meet the process for evaluation and selection in accordance with the Framework. Eligible categories are set out in the Framework.

Payment of any principal or interest in respect of any SDG Bonds will be made from ANZBGL's general funds and will not be directly linked to or depend on the performance or credit standing

of any eligible asset (or the performance of ANZBGL in respect of any SDG, ESG or similar targets). This means that, without limitation:

no property interest or security interest in favour of any investor is created in any proceeds or eligible asset or expenditure;
the term of any eligible assets may be shorter or longer than the term of the SDG Bonds.
eligible assets may mature, be sold, repaid, prepaid or otherwise expire before or after the maturity date of a Tranche of SDG Bonds;
allocation of amounts equal to the net proceeds in respect of SDG Bonds to eligible assets will regularly change in accordance with the Framework;
eligible assets may remain outstanding after the maturity date of the SDG Bonds;
ANZBGL is not required to terminate the funding of any eligible assets by an amount equal to the net proceeds of maturing SDG Bonds; and
ANZBGL may, from time to time and at its sole discretion, re-allocate or apportion eligible assets and expenditure among, and/or adjust the composition of its portfolio of eligible assets and expenditures allocated against, SDG Bonds, including this Tranche of SDG Bonds.

Limitations

The Framework sets out ANZBGL's corporate purpose and strategy as at November 2024. It is no longer current as at the date of this Pricing Supplement. Potential investors should refer to the Information Memorandum for ANZBGL's current corporate purpose and strategy.

The Framework precedes, has not been updated for, and has not been assessed for compliance against, the International Capital Market Association's ("ICMA") more recent Green Bonds Principles of June 2025 or ICMA's Social Bond Principles of June 2025.

Documents available

Subject to applicable law, copies of the Framework and any second or third party opinions (including, without limitation, the ISS Opinion and EY Assurance) (subject to consent and confidentiality requirements) and periodic use of proceeds reports and impact reports may be obtained by investors from ANZBGL's website, at https://www.anz.com/debtinvestors/centre/green-sustainability-bonds/.

Refer to the Framework for further information on reporting, including regarding use of proceeds and impact reporting prepared by ANZBGL. As at the date of this Pricing Supplement, subject to

limited exceptions, ANZBGL presents impact figures as "gross figures" for each project/asset. This means that the impact of ANZBGL's lending is lower than, and a portion of the total impact figures.

None of the Framework, any second or third party opinion (including, without limitation, the ISS Opinion and EY Assurance), any other certification, assurance, review, report (including any post-issuance report), opinion or assurance relating to the Framework and/or SDG Bonds, any document referred to in any of the foregoing and the contents of any website referred to herein or therein, is or will be incorporated into, or form part of, the Information Memorandum or this Pricing Supplement.

Other matters in respect of SDG Bonds that are Subordinated Notes

Subordinated Noteholders do not have netting or set-off rights and there are no cross-default clauses in relation to the eligible assets or expenditures."

PART 2 AMENDED NOTICES IN RESPECT OF SDG BONDS

The sections entitled "Notes issued as "SDG Bonds"" and "Second and third party opinions, assurances and certifications in respect of SDG Bonds" on pages 271 to 272 of the Information Memorandum shall be deleted and replaced with the following:

"Notes issued as "SDG Bonds"

On 1 January 2016, the United Nations' Sustainable Development Goals (the "SDGs") came into effect. The 17 goals and 169 targets are aimed at addressing global challenges, including those related to poverty, inequality, climate change and environmental degradation by 2030.

ANZBGL may issue Notes described as "SDG Bonds". "SDG Bonds" are a Tranche of Notes where the applicable Pricing Supplement provides that ANZBGL intends to allocate an amount equal to the net proceeds from an issue of such Notes to finance or refinance a combination of new or existing assets which align with one or more eligible categories and /or ANZBGL's own operating or capital expenditures which align with one or more eligible categories in accordance with an ANZ SDG Bond framework. ANZBGL's current SDG Bond framework is dated 7 November 2024 but it may be updated, supplemented and/or replaced from time to time (the "Framework") and any subsequent version(s) may differ (including in a significant way) from any description given in this Information Memorandum. As at the date of this Pricing Supplement, ANZBGL's Framework has not been assessed for compliance against the International Capital Market Association's ("ICMA") Green Bond Principles of June 2025 or ICMA's Social Bond Principles of June 2025. The Framework is not incorporated into and does not form part of this Information Memorandum.

ANZBGL intends that the SDG Bonds issued under the Framework will be aligned to one or more SDGs.

The Dealers and the Arranger have not undertaken, nor are they responsible for, any assessment of the "Eligible Assets" as may be defined from time to time in the Framework or the application, impact or monitoring of, or reporting in respect of, the use of proceeds for any Notes issued by ANZBGL as SDG Bonds.

None of ANZBGL, the Arranger or any Dealer accepts any responsibility for any social, environmental and sustainability assessment of any Notes issued as SDG Bonds or makes any representation or warranty or assurance whether such Notes will meet any investor expectations or requirements regarding such "green", "sustainable", "social" or similar labels (including but not limited to Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment (the "EU Taxonomy Regulation") and any related technical screening criteria, the "European Green Bonds" ("EuGB") label or the optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds under Regulation (EU) 2023/2631 (the "European Green Bond Regulation"), Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector ("SFDR") and any implementing legislation and guidelines, or any similar legislation in the United Kingdom or any market standards or guidance, including green, sustainable or social bond principles or other similar principles or guidance published by ICMA (the "ICMA Principles")) or any requirements of such labels or market standards as they may evolve from time to time.

Neither the Arranger nor any Dealer is responsible for (i) the use or allocation of proceeds of any Notes issued as SDG Bonds, (ii) the impact, monitoring or reporting in respect of such use of proceeds, or (iii) the alignment of the SDG Bond with the Framework or alignment of the Framework with the applicable ICMA Principles, (iv) nor do any of them undertake to ensure that there are at

any time sufficient eligible assets and/or eligible expenditures to allow for allocation of a sum equal to the net proceeds of the issue of such SDG Bonds in full.

In respect of any SDG Bonds, no representation or assurance is given by ANZBGL, the Arranger or the Dealers as to the suitability of any such SDG Bonds to fulfil any present or future investor expectations or requirements with respect to sustainability or other investment criteria or guidelines which any investor is, or its investments are, required to comply with.

In the event any such SDG Bonds are, or are intended to be, listed, or admitted to trading on a dedicated "green", "sustainable", "social" or other equivalently-labelled segment of a stock exchange or securities market, no representation or assurance is given by ANZBGL, the Arranger or the Dealers that such listing or admission will be obtained or maintained for the lifetime of the SDG Bonds.

Second and third party opinions, assurances and certifications in respect of SDG Bonds

Neither the Arranger nor the Dealers have reviewed the Framework or any second or third party opinions, nor do they accept any responsibility as to the accuracy and completeness of the information contained in such documents or in any opinion, assurance, certification, review, assessment or other report in connection with the Framework and/or SDG Bonds. Potential investors in SDG Bonds must determine for themselves the relevance of any such opinion, review, assurance, certification or post-issuance report, label and/or the information contained therein and/or the provider of such opinion, assurance, review or certification or post-issuance report and/or label for the purpose of any investment in SDG Bonds.

No assurance or representation is given by ANZBGL, the Arranger, the Dealers or any other person as to the suitability or reliability for any purpose whatsoever of any opinion, review, assurance, certification or post-issuance report of any third party (including any post-issuance reports prepared by an external reviewer) and/or label, whether or not solicited by ANZBGL, which may be made available in connection with the issue of SDG Bonds and in particular any eligible assets (including any second or third party opinions) to fulfil any sustainable development goal, environmental, sustainability, social and/or other criteria. For the avoidance of doubt, any such opinion, review, assurance, certification or post-issuance report is not, nor should it be deemed to be, a recommendation by ANZBGL, the Arranger, the Dealers or any other person to buy, sell or hold SDG Bonds and such opinions, assurances and certifications may not reflect the potential impact of all risks related to the structure, market and other factors that may affect the value of SDG Bonds, and they may be revised or withdrawn at any time. Additionally, any such opinion, review, assurance, certification or post-issuance report and/or label (i) is only current as of the date on which it was initially issued and the criteria and/or considerations that form the basis of such opinion, review, assurance, certification or post-issuance report and/or label may change at any time, (ii) only provides an opinion, review, assurance, certification or post-issuance report on certain environmental and related considerations and (iii) is not intended to address any credit, market or other aspects of an investment in SDG Bonds including, without limitation, market price, marketability, investor preference or suitability of any security to fulfil any specific investment criteria. Prospective investors must determine for themselves the relevance of any such opinion, review, certification or post-issuance report and/or the information contained therein. The criteria and/or considerations that form the basis of any such opinion, review, assurance, certification or post-issuance report and/or label may change at any time and the opinion, review, assurance, certification or post-issuance report and/or label may be amended, updated, supplemented, replaced and/or withdrawn. Prospective investors must determine for themselves the relevance of

any such opinion, review, assurance, certification or post-issuance report, label and/or the information contained therein.

Any second or third party opinion, and any other opinion provided in relation to SDG Bonds is a statement of opinion, not a statement of fact. Second or third party opinion providers may not be subject to any specific regulatory or other regime or oversight and any opinions provided are provided for information purposes only and on a no liability basis. As at the date of this Information Memorandum, the providers of such opinions, assurances and certifications are not subject to any specific regulatory or other regime or oversight. The European Green Bond Regulation will introduce a supervisory regime of external reviewers of EuGBs but this is not due to take full effect until 21 June 2026."

PART 3

RISKS RELATED TO NOTES ISSUED AS SDG BONDS

The section entitled "Risks related to Notes issued as SDG Bonds" on pages 40 to 43 of the Base Prospectus that is incorporated by reference into the Information Memorandum shall be deleted and replaced with the following:

"Risks related to Notes issued as SDG Bonds

The SDG Bonds may not meet investor expectations or requirements

ANZBGL may issue SDG Bonds from time to time. While it is the intention of ANZBGL to allocate an amount equal to the net proceeds of any SDG Bonds to an eligible asset or assets and/or eligible expenditure, there is no contractual or regulatory obligation to do so. Additionally, the Framework is subject to review and change and any amendment, update, supplement and/or replacement of the Framework may be applied in respect of any issue of SDG Bonds.

No assurance or representation is given to investors by ANZBGL or any other person:

(a) that, at any time, an amount equal to the use of the net proceeds of any Tranche of SDG Bonds will satisfy (whether in whole or in part) any present or future investor expectations or requirements as regards any investment criteria or guidelines with which such investor or its investments are required to comply, in particular with regard to any direct or indirect sustainability impact of any projects or uses, the subject of or related to, any eligible assets, eligible businesses and projects under the Framework;

(b) that, at any time, any assets, projects, businesses or uses the subject of, or related to, any eligible assets will meet or, if met, continue to meet on an ongoing basis any or all investor expectations regarding "green", "sustainable", "social" or other similar labels (including, without limitation, the EU Taxonomy Regulation and any related technical screening criteria, the EuGB label, the European Green Bond Regulation, the SFDR and any implementing legislation and guidelines, or any similar legislation or related technical screening criteria in the United Kingdom or any market standards or guidance, including the ICMA Principles) or any requirements of such labels or market standards as they may evolve from time to time. Furthermore, it should be noted that there is currently no clear definition (legal, regulatory or otherwise) of, nor market consensus as to what constitutes, a "green", "social" or "sustainable" or an equivalently-labelled project or as to what precise attributes are required for a particular project to be defined as "green, "social" or "sustainable" or such other equivalent label and if developed in the future, SDG Bonds may not comply with any such definition or label;

(c) that any adverse environmental, social and/or other impacts will not occur during the implementation of any assets, projects, businesses or uses the subject of, or related to, any eligible assets;

(d) that, at any time (within any specified period or at all), (i) any assets, projects, businesses qualifying as eligible assets will be available or meet any eligible categories, or (ii) any eligible asset will continue to meet any eligible category, or that ANZBGL will be able to replace any eligible assets which no longer meet the relevant eligible category, or (iii) any eligible assets will be, or will be capable of being, implemented in or substantially in such manner and/or in accordance with any timing schedule or at all or with the results or outcome as originally expected or anticipated by ANZBGL and, accordingly, there is no assurance that an amount

equal to the net proceeds of any Tranche of SDG Bonds will be totally or partially allocated to such eligible assets; or

(e) as to the suitability or reliability for any purpose whatsoever of any opinion, review, assurance, certification or post-issuance report of any third party (whether or not solicited by ANZBGL) which may be made available in connection with SDG Bonds (including any second or third party opinion).

As at the date of this Pricing Supplement, any SDG Bonds issued under the Programme will not be compliant with the European Green Bond Regulation and are only intended to comply with the requirements and processes in ANZBGL's Framework. Additionally, as at the date of this Pricing Supplement, ANZBGL's Framework has not been assessed for compliance against ICMA's Green Bond Principles of June 2025 or ICMA's Social Bond Principles of June 2025. It is not clear if the establishment of the EuGB label and the optional disclosures regime for bonds issued as "environmentally sustainable" under the European Green Bond Regulation could have an impact on investor demand for, and pricing of, green use of proceeds bonds that do not comply with the requirements of the EuGB label or the optional disclosures regime, such as SDG Bonds issued under this Information Memorandum. It could result in reduced liquidity or lower demand or could otherwise affect the market price of any SDG Bonds issued under this Programme that do not comply with the European Green Bond Regulation standards.

The listing of any Tranche of SDG Bonds on any dedicated 'green', sustainable or other equivalently-labelled segment of any stock exchange or securities market is subject to change and may not meet investor expectations or requirements

If a Tranche of SDG Bonds is at any time listed or admitted to trading on any dedicated "green", sustainable or other equivalently-labelled segment of any stock exchange or securities market (whether or not regulated), no representation or assurance is given by ANZBGL or any other person that such listing or admission satisfies, whether in whole or in part, any present or future investor expectations or requirements as regards any investment criteria or guidelines with which such investor or its investments are required to comply, in particular with regard to any direct or indirect environmental impact of any projects or uses, the subject of or related to, any of the businesses and projects funded with an amount equivalent to the net proceeds from such SDG Bonds. Furthermore, it should be noted that the criteria for any such listings or admission to trading may vary from one stock exchange or securities market to another. Nor is any representation or assurance given or made by ANZBGL or any other person that any such listing or admission to trading will be obtained in respect of any Tranche of SDG Bonds or, if obtained, that any such listing or admission to trading will be maintained during the life of the SDG Bonds and any failure to obtain or maintain such listing may affect the value of the SDG Bonds.

SDG Bonds do not benefit from any arrangements to enhance the performance of the SDG Bonds or any contractual rights derived solely from the intended use of proceeds of such SDG Bonds and are not linked to the performance of the eligible assets

Investors should note that none of:

(a) a failure by ANZBGL as Issuer (either totally or partially) (i) to allocate amounts equal to the net proceeds, or use the proceeds of a Tranche of SDG Bonds in the manner described in the Pricing Supplement and the Framework, or (ii) to evaluate, select and report on eligible assets, or to manage amounts equal to the net proceeds of a Tranche of SDG Bonds or procure any external review and verification of a Tranche of SDG Bonds, each as may be

described in the Pricing Supplement and/or in the Framework or (iii) to comply with the Framework, the United Nations' General Assembly SDGs or, the International Capital Market Association (the "ICMA") published documents entitled "The Social Bond Principles June 2023", "The Sustainability Bond Guidelines June 2021", "The Green Bond Principles June 2021 (With June 2022 Appendix 1)", "The Social Bond Principles June 2025" and "The Green Bond Principles June 2025" or (iv) to prepare, obtain or publish any report, assessment, opinion, review, assurance, certification, post-issuance report and/or label relating to any SDG Bonds (including any periodic use of proceeds or impact report as described in the applicable Pricing Supplement or Framework);

(b) a failure of a third party to provide any opinion, review, assurance, post-issuance report or certification in connection with the Framework, a Tranche of SDG Bonds or any periodic use of proceeds or impact report (whether or not solicited by ANZBGL as Issuer), and/or any such opinion, review, assurance, certification or post-issuance report stating that ANZBGL as Issuer is not complying or fulfilling relevant criteria (either totally or partially) with respect to any matter(s) which such opinion, review, assurance, certification or post-issuance report is opining on, assuring or certifying;

(c) any revision, amendment or withdrawal, for any reason, of (i) any opinion, review, assurance, post-issuance report certification and/or label relating to any Tranche of SDG Bonds, any periodic progress report and/or the Framework, or (ii) any criteria on which any such opinion, review, assurance, post-issuance report or certification was given, or (iii) the Framework and/or any report, review, assessment, opinion, post-issuance report, certification and/or label relating to any Tranche of SDG Bonds, any periodic progress report and/or the Framework;

(d) the failure of any SDG Bonds to meet investors' expectations or requirements regarding any SDGs, environmental, social and governance ("ESG") or similar label(s) or characteristic(s);

(e) any change in the performance of any eligible asset (including the loss of any SDG, ESG or equivalent characteristics);

(f) the SDG Bonds if listed or admitted to trading no longer being listed or admitted to trading on any ESG segment of any stock exchange or securities market or otherwise; or

(g) SDG Bonds not complying with the standards under the European Green Bond Regulation,

will (i) constitute an Event of Default under the Conditions, or (ii) be a breach of contract with respect to any Tranche of SDG Bonds, or (iii) give rise to any other claim or right (including, for the avoidance of doubt, any early redemption option or right to accelerate any Tranche of SDG Bonds) of a holder of SDG Bonds against ANZBGL as Issuer, or (iv) require ANZBGL to redeem the SDG Bonds, or (v) affect the regulatory treatment of the SDG Bonds.

The occurrence of any of the above factors may, however, cause damage to the ANZBGL Group's reputation and/or have a material adverse effect on the value of SDG Bonds and/or result in adverse consequences for certain investors with requirements to invest in securities to be used for a particular purpose who may need to sell such SDG Bonds as a result of such SDG Bonds not falling within their investment requirements. Potential investors should note that there is no recourse to ANZBGL in these circumstances.

The market price of SDG Bonds may adversely change

If any of the risks outlined above materialise, this may have a material adverse effect on the market price of such SDG Bonds and also potentially the market price of any other securities intended to finance the Issuer's lending for eligible assets and may result in adverse consequences for certain investors with requirements to invest in securities to be used for a particular purpose (including, without limitation, if such investors are required to dispose of their SDG Bonds as a result of such SDG Bonds not meeting any investment requirements set by or for such investor, which could lead to increased volatility and/or material decreases in the market price of such SDG Bonds).

No assurance of suitability or reliability of any second party opinion or any other opinion or certification of any third party relating to any SDG Bond

Any second or third party opinions may provide an opinion on certain environmental and related considerations. Any such opinions are a statement of opinion, not a statement of fact. No representation or assurance is given as to the suitability or reliability of any second or third party opinion or any review, assurance, certification, assessment, post-issuance report or other report of any third party made available in connection with an issue of Notes issued as SDG Bonds. Any second or third party opinion and any other such review, assurance, certification, assessment, post-issuance report or other report of any third party is not intended to address any credit, market or other aspects of any investment in any Note, including without limitation market price, marketability, investor preference or suitability of any security or any other factors that may affect the value of the Notes. Any second or third party opinion and any other such review, assurance, certification, assessment, post-issuance report or other report of any third party is not a recommendation to buy, sell or hold any such Notes and is current only as of the date it was issued.

The criteria and/or considerations that form the basis of any second or third party opinion and any other such review, assurance, certification, assessment, post-issuance report or other report of any third party may change at any time and such opinion, review, assurance, certification, assessment, post-issuance report or other report may be amended, updated, supplemented, replaced and/or withdrawn. Any withdrawal of any such opinion, review, assurance, certification, assessment, post-issuance report or other report may have a material adverse effect on the value of any SDG Bonds in respect of which such opinion, review, assurance, certification, assessment, post-issuance report or other report is given and/or result in adverse consequences for certain investors with portfolio mandates to invest in securities to be used for a particular purpose. As at the date of this Information Memorandum, the providers of such opinions, reviews, assurances, certifications, assessments, post-issuance reports or other reports are not subject to any specific regulatory or other regime or oversight. The European Green Bond Regulation will introduce a supervisory regime of external reviewers of EuGBs but this is not due to take full effect until 21 June 2026. Prospective investors must determine for themselves the relevance of any such opinion, review, assurance, certification, assessment, post-issuance report or other report and/or the information contained therein.

SCHEDULE 3 – Description of rights and liabilities attaching to ANZGHL Ordinary SharesThe rights and liabilities attaching to ANZGHL Ordinary Shares are set out in the constitution of ANZGHL(“Constitution”) and are also regulated by the Corporations Act, the ASX Listing Rules and the general law. A summary of the key rights attaching to ANZGHL Ordinary Shares is set out below.Voting rightsSubject to any rights or restrictions attached to any shares or class of shares, a registered holder of an ANZGHL Ordinary Share (“Shareholder”) is entitled to attend and vote at a general meeting of ANZGHL. 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 ANZGHL Ordinary Share. Partly paid ANZGHL 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 ANZGHL Ordinary Share.General meetingsNotice 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 provided to Shareholders under the Constitution, Corporations Act and ASX Listing Rules.Dividend entitlementSubject to the Corporations Act, the Constitution and the terms of issue of ANZGHL Ordinary Shares, the board of directors of ANZGHL (“Board”) may resolve to pay dividends on ANZGHL Ordinary Shares which are considered by the Board to be appropriate, in proportion to the capital paid up on the ANZGHL Ordinary Shares held by each Shareholder (subject to the rights of holders of shares carrying preferred rights).Dividend reinvestment plan and bonus option planShareholders who are eligible may participate in ANZGHL’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 ANZGHL’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 ANZGHL 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 ANZGHLIf ANZGHL is wound up and its property is more than sufficient to pay all debts, share capital of ANZGHL and expenses of the winding-up, the excess must be divided among Shareholders in proportion to the capital paid up on the ANZGHL Ordinary Shares at the commencement of the winding-up (subject to the rights of holders of shares carrying preferred rights on winding-up). A partly paid ANZGHL Ordinary Share is counted as a fraction of a fully paid ANZGHL Ordinary Share equal to the proportion which the amount paid on it bears to the total issue price of the ANZGHL Ordinary Share.However, with the sanction of a special resolution, the liquidator may divide among Shareholders the assets of ANZGHL 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 ANZGHL Ordinary SharesANZGHL 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 sharesSubject to the Constitution, Corporations Act and ASX Listing Rules, the Board may issue or grant options in respect of ANZGHL Ordinary Shares on such terms as the Board decides. The Board may also 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 winding-up of ANZGHL.

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 per cent. of the votes cast by members entitled to vote on the resolution.

Variation of rights

ANZGHL 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 per cent. 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 ANZGHL.

AI assistant

Australia and New Zealand Banking Group Ltd. — Capital/Financing Update 2026

10425_rns_2026-05-14_e2181ecb-4ba7-4442-ae50-c72326fe9749.pdf

Issue of EUR 750 million of Subordinated Notes

Notice under section 708A(12H)(e) of the Corporations Act 2001 (Cwth)

SCHEDULE A

TERMS AND CONDITIONS OF THE NON PR NOTES

4. Interest and other Calculations

(a) Interest on Fixed Rate Notes

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

5. Redemption, Purchase and Options

(a) Redemption by Instalments and Final Redemption

(b) Redemption for Taxation Reasons Applicable to all Notes

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

5B. Conversion of Subordinated Notes

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

5B.2 Provision of information

5B.3 Failure to Convert

5B.5 Write-Off of Subordinated Notes if Conversion is not effected within 5 Business Days after a Trigger Event Date

5B.6 Subordinated Noteholder acknowledgements

5B.7 Meaning of "Written-Off"

5C Write-Off of Subordinated Notes

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

5C.2 Meaning of "Written-Off"

5D Substitution of Issuer

5D.1 Application of this Conditions

5D.2 Substitution of Approved NOHC

5D.3 Notice of substitution of Approved NOHC

5D.4 Further substitutions

5E Definition and Interpretations relevant to Subordinated Notes

5E.1 Definitions

5E.2 Interpretation

6. Payments and Talons

(a) Bearer Notes

(b) Registered Notes

10. Subordination

11. Meeting of Noteholders, Modifications and Waiver

(a) Meetings of Noteholders

14. Notices

15. Currency Indemnity

2. Adjustments to VWAP

3. Adjustments to VWAP for divisions and similar transactions

4. Adjustments to Issue Date VWAP

5. Adjustments to Issue Date VWAP for bonus issues

12. Definitions

13. Interpretation

PRICING SUPPLEMENT

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

PROHIBITION OF SALES TO UK RETAIL INVESTORS

MiFID II product governance / Professional investors and eligible counterparties only target market

UK MiFIR product governance / Professional investors and eligible counterparties only target market

Notification under Section 309B of the Securities and Futures Act 2001 of Singapore (the "SFA"):

Australia and New Zealand Banking Group Limited

Australia and New Zealand Banking Group Limited

PART A - CONTRACTUAL TERMS

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

"5-year EUR Mid-Market Swap Reset"

PROVISIONS RELATING TO REDEMPTION

GENERAL PROVISIONS APPLICABLE TO THE NOTES

OTHER FINAL TERMS

DISTRIBUTION

HONG KONG SFC CODE OF CONDUCT

PART B - OTHER INFORMATION

1 LISTING

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

3 RATINGS

4 OPERATIONAL INFORMATION

"Use of Proceeds of SDG Bonds

Certain information about the Framework

Eligible assets and expenditure

Limitations

Documents available

Other matters in respect of SDG Bonds that are Subordinated Notes

Second and third party opinions, assurances and certifications in respect of SDG Bonds

The listing of any Tranche of SDG Bonds on any dedicated 'green', sustainable or other equivalently-labelled segment of any stock exchange or securities market is subject to change and may not meet investor expectations or requirements

SDG Bonds do not benefit from any arrangements to enhance the performance of the SDG Bonds or any contractual rights derived solely from the intended use of proceeds of such SDG Bonds and are not linked to the performance of the eligible assets

No assurance of suitability or reliability of any second party opinion or any other opinion or certification of any third party relating to any SDG Bond

Variation of the Constitution

Variation of rights

More from Australia and New Zealand Banking Group Ltd.

Australia and New Zealand Banking Group Ltd. Capital/Financing Update 2026