Commentary & Deal Flow

Book Update: Books > €2.25bn (ex JLM)
IPTs: 12NC7: MS+155a

• Issuer: Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (“ANZBGL” and “Issuer”)
• LEI: JHE42UYNWWTJB8YTTU19
• Format: Registered Form, Reg S Cat. 2, Sustainable Development Goals (“SDG”) Subordinated Notes
• Status of Notes: The Subordinated Notes constitute direct, unsecured and subordinated obligations of ANZBGL ranking equally among themselves. In the event of the winding-up of ANZBGL and prior to the commencement of the winding-up of ANZBGL, the principal amount of, any interest on, and any other payments, including additional amounts, in respect of the Subordinated Notes will rank (i) behind all claims of Senior Creditors, (ii) subject to conversion or write-off of the Subordinated Notes in accordance with their terms, pari passu with Equal Ranking Securities and (iii) ahead of Junior Ranking Securities.
• Issuer Ratings: Aa2/AA-/AA- (Moody's/S&P/Fitch)
• Expected Issue Rating: A3/A-/A- (Moody's/S&P/Fitch)
• Currency / Size: €750m WNG
• Settlement Date: 14-May-26 (T+6)
• Optional Redemption Date: 14-May-33 (7-Year)
• Maturity Date: 14-May-38 (12-Year)
• IPT: MS+155bps area
• Rate of Interest: [·]% per annum payable annually in arrears on each Interest Payment Date for 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 interest payable annually in arrears for the period from (and including) the Optional Redemption Date to (but excluding) the Maturity Date, shall be reset to a fixed rate per annum which is equal to the Reset Interest Rate.
• Reset Interest Rate: Five-year Euro Mid-Swap Rate at 11am (Frankfurt Time) two T2 Business Days preceding the Optional Redemption Date plus the Re-Offer Spread vs. Mid-Swap. Benchmark replacement applies
• Day Count Convention: Actual/Actual (ICMA), Unadjusted
• Business Day Convention: Following
• Business Days: T2, London, New York, Sydney
• Optional Redemption: On the Optional Redemption Date, in whole but not in part, at par subject to the prior written approval of APRA. Subordinated Noteholders should not expect that APRA’s approval will be given for any redemption of the Subordinated Notes.
• Early Redemption at the option of the Issuer (Regulatory Event, for taxation reasons): The Issuer may at its option redeem all, but not some only, of the Subordinated Notes (i) if a Regulatory Event occurs or (ii) for certain taxation reasons, all subject to the prior written approval of APRA and the Issuer not expecting, on the Issue Date of the Subordinated Notes, such event to occur. Subordinated Noteholders should not expect that APRA’s approval will be given for any redemption of the Subordinated Notes.
• Conversion or Write-Off of Subordinated Notes: The Subordinated Notes issued by the Issuer are subject to mandatory Conversion, in whole or in part, into Ordinary Shares of ANZ Group Holdings Limited (ACN 659 510 791) if a Non-Viability Trigger Event occurs. If Conversion has not been effected within five Business Days after the Non-Viability Trigger Event for any reason, the Subordinated Notes will be Written-Off.
• Non-Viability Trigger Event: The earlier of (i) the issuance to the Issuer of a written determination from APRA that conversion or write-off of relevant securities is necessary because, without it, APRA considers that the Issuer would become non-viable; or (ii) a determination by APRA, notified to the Issuer in writing, that without a public sector injection of capital, or equivalent support, the Issuer would become non-viable.
• Use of Proceeds: 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 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" as amended by the Pricing Supplement relating to the Subordinated Notes. 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. None of, amongst other things: (i) a failure by the Issuer to: (a) apply or reapply the net proceeds of the Subordinated Notes in the manner described in the Pricing Supplement; (b) evaluate, select and report on eligible assets, or to manage the net proceeds or procure any external review and verification of the Subordinated Notes, as described in the Pricing Supplement and/or in the Framework; (c) comply with the Framework, the United Nations' General Assembly SDGs or the 2021/2023 ICMA Documents; or (d) prepare, obtain or publish any report, assessment, opinion, assurance, certification and/or label relating to the Notes as SDG Bonds; (ii) a failure of a third party to provide any opinion, assurance or certification in connection with the Framework, the Notes or any periodic progress report and/or any such opinion, assurance or certification stating that the Issuer is not complying or fulfilling relevant criteria; (iii) revisions, amendments or withdrawals of opinions, assurances or certifications, reports or the Framework for any reason; (iv) 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); or (v) any change in the performance of any eligible asset; or (vi) the SDG Bonds no longer being listed or admitted to trading; or (vii) the SDG Bonds not complying with the standards under the European Green Bond Regulation, will be an Event of Default and holders will have no recourse to ANZ. No security interest in any eligible assets is created.
• Governing law: English law, except for the 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.
• Programme: The Issuer’s US$60,000,000,000 Euro Medium Term Note Programme (the "Programme"), as described in the Information Memorandum relating to the Programme dated 20-Nov-25, as supplemented by supplementary prospectuses on 13-Feb-26 and 01-May-26 and by supplementary information memorandum on 04-May-26 (the "Information Memorandum")
• Denoms / Listing: EUR 100k x 1k / Application is expected to be made for the Subordinated Notes to be listed as a wholesale debt security on the Australian Securities Exchange (“ASX”) on or about the Issue Date (securities not to be quoted for trading on ASX). No Subordinated Notes in definitive form will be issued with a denomination above EUR 199,000.
• Joint Leads: ANZ, BNP Paribas, Deutsche Bank, HSBC, Societe Generale, UBS Investment Bank
• Target market: MiFID II / UK MiFIR Professional Clients and Eligible Counterparties only (all distribution channels permitted by applicable law). No EEA PRIIPS key information document ("KID") or UK PRIIPs KID or CCI product summary has been prepared as the securities will not be available to retail in EEA or the UK.
• Selling Restrictions: US (Reg S Category 2), UK, EEA, Australia and and always as per the selling restrictions described in the Information Memorandum
• Clearing: Euroclear / Clearstream
• ISIN / Common Code: XS3367727610 / 336772761
• Timing: Books Open, today’s business
• Advertisement: The Information Memorandum and any supplements thereafter are available at https://www.anz.com/debtinvestors/centre/
• SDG Bond Framework & External Verifications: Subject to applicable law, copies of the Issuer's "ANZ SDG Bond Framework" dated November 2024 (the "Framework"), a "second party opinion" dated 01-Nov-24 from ISS Corporate Solutions, Inc. and a reasonable assurance opinion dated on or about 18-Dec-25 from Ernst & Young (subject to any applicable consent and confidentiality requirements) may be obtained by investors from the Issuer's website, at https://www.anz.com/debtinvestors/centre/. None of these documents, any other certification, assurance, report, opinion or assurance relating to the Framework and/or the Subordinated Notes, any document referred to in any of the foregoing, or the contents of any website referred to herein or therein, is or will be incorporated into, or form part of, either the Pricing Supplement relating to the Subordinated Notes or the Information Memorandum.