News 26th February 2015 ANZ has announced that it is making an offer of up to NZ$250 million Capital Notes to the NZ public, with the ability to accept unlimited oversubscriptions at ANZ’s discretion. The offer will open on 6 March 2015. The Notes will be part of the ongoing regulatory capital management programme for ANZ and for Australia and New Zealand Banking Group Limited (ANZBGL). Key Offer Details Issuer ANZ Bank New Zealand Limited Description The Notes are mandatory convertible, non-cumulative perpetual subordinated notes. Depending on the circumstances, the Notes may be repaid, converted into Australia and New Zealand Banking Group Limited (ANZBGL) shares, or written off. The Notes are not deposit liabilities or protected accounts of ANZBGL or ANZ for the purposes of the Australian Banking Act. The Notes are not guaranteed by any person, and ANZBGL does not guarantee ANZ.FMA Warning: This investment is riskier than a bank deposit. These Notes are complex instruments and might not be suitable for many investors. Use of Proceeds The proceeds of the Offer will be used as part of the capital management for ANZ and the ANZ Group. The Notes will be treated as Additional Tier 1 Capital for ANZ Bank NZ Limited and ANZ Banking Group Limited Level 2 Group. Offer Size Up to $250 million, with the ability to accept unlimited oversubscriptions Credit Rating As at the date of this investment statement, the Notes have a credit rating of BBB- from Standard & Poor’s. ANZ’s senior long term debt has credit ratings of AA- from Standard & Poor’s. The Notes have a lower credit rating than ANZ’s senior long term debt because the Notes are subordinated securities. In addition, their rating reflects the fact that if a Trigger Event occurs they may be Converted into ANZBGL Shares or Written Off if the Notes are not Converted into ANZBGL Shares when required. Interest Rate The interest rate on the Notes will be a Fixed Rate until the Optional Exchange Date (25 May 2020). The Fixed Rate will be determined on the Rate Set Date through the Bookbuild process and will be announced via NZX on or before the Opening Date.If the Notes have not been repaid or Converted into ANZBGL Shares on or before the Optional Exchange Date (25 May 2020), the interest rate on the Notes will change to a Floating Rate that is reset every 3 months by reference to the 3 Month Bank Bill Rate (a 3 month benchmark rate) and the Margin. The Margin is set on the Rate Set Date and does not change over the term of the Notes. Interest Payments Interest is scheduled to be paid quarterly in arrears on each Interest Payment Date. When interest is payable at the Fixed Rate, it will be calculated on an annual basis and payable in equal amounts on each interest payment date unless the relevant interest period is a period of less than a full calendar quarter. Term The Notes have no fixed maturity date and will remain on issue indefinitely if not repaid, Converted or Written Off.Some or all of your Notes may be repaid on the Optional Exchange Date (25 May 2020) or if a Regulatory Event or Tax Event occurs. ANZ may not choose to repay Notes unless:• it obtains the prior written approval of the RBNZ and APRA; and• broadly, either the Notes that are repaid are replaced with Tier 1 Capital of the same or better quality, or the RBNZ and APRA are satisfied that replacement is not required.You should not assume that the RBNZ or APRA will give their approval.If any of your Notes are repaid, ANZ will pay you NZ$1 for each of those Notes and you will have no further rights in respect of them. Conversion Some or all of the Notes may be Converted into ANZBGL Shares on the Optional Exchange Date, or if a Regulatory Event or Tax Event occursAll of the Notes must be Converted on the Mandatory Conversion Date or if a Change of Control Event occurs and some or all of the Notes must be Converted if a Trigger Event occurs Trigger Event A Trigger Event occurs:• if the amount of common equity capital held by the ANZ Group or the ANZBGL Level 2 Group is less than the amount necessary to exceed a capital ratio specified by the RBNZ or APRA (as applicable), that ratio being that its common equity capital is greater than 5.125% of risk-weighted assets; or• if:–– the RBNZ directs ANZ to convert or write off the Notes or a statutory manager is appointed to ANZ and decides ANZ must convert or write off the Notes; or–– APRA notifies ANZBGL that ANZBGL would be non-viable unless the Notes are converted or written off or ANZBGL receives a public sector injection of capital or similar support, which may occur, for example, if ANZ or ANZBGL encounters severe financial difficulty Investment StatementClick here for the Investment Statement for this Offer. This is an important document and you should read it in its entirety before considering whether to invest in ANZ Capital Notes. Indicative Term SheetClick here for the Term Sheet for this Offer. This document contains information extracted from the Investment Statement dated 23 February 2015 for the offering of ANZ Capital Notes. It must be read in conjunction with the Investment Statement. Key Investment RisksBefore applying for ANZ Capital Notes, you should consider whether ANZ Capital Notes are a suitable investment for you. There are risks associated with an investment in ANZ Capital Notes and in ANZ, many of which are outside the control of ANZ and its Directors. Key investment risks are explained in detail in Section 2.6 of the Investment Statement. Please contact your JBWere adviser for more information on this offer.