The Subordinated Notes are redeemable at the option of ANZBGL at par in full (and not in part) on an Optional Redemption Date subject to the conditions set out in the Information Memorandum and the relevant Pricing Supplement.

The Optional Redemption Dates are:

(a) the Interest Payment Date scheduled to fall on 25 July 2034 (“First Optional Redemption Date”); and

(b) every Interest Payment Date thereafter up to (but excluding) the Maturity Date.

Any early redemption of the Subordinated Notes is subject to the prior written approval of APRA. Subordinated Noteholders should not expect that APRA’s approval will be given for any redemption of Subordinated Notes.

Redemption of Subordinated Notes for regulatory reasons

If specified in the relevant Pricing Supplement, if a Regulatory Event occurs, the Issuer 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 6.9 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 their 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 6.3, the Issuer shall deliver to the Registrar a certificate signed by two persons each of whom is either a Director, a senior executive or an authorised representative (or 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.

For the purposes of this Condition, “Regulatory Event” means the receipt by the directors of the Issuer of:

(a) 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 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

(b) an official written statement from APRA,

that, in each case, the Issuer 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, the Issuer did not expect that matters giving rise to the Regulatory Event would occur.