THIS NOTICE IS
IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF COVERED
BONDHOLDERS. IF COVERED BONDHOLDERS ARE IN ANY DOUBT AS TO THE
ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND
LEGAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR,
ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL
ADVISER
IMPORTANT NOTICE TO THE HOLDERS
OF
EUR 2,000,000,000 3.205 PER
CENT SERIES 2022-2 COVERED BONDS
DUE 15 November
2024
(ISIN:
XS2555209035)
EUR 1,750,000,000 0.25 PER
CENT SERIES 2022-1 COVERED BONDS
DUE 17 March
2025
(ISIN:
XS2456253082)
EUR 1,500,000,000 3.437 PER
CENT SERIES 2023-1 COVERED BONDS
DUE 4 April
2025
(ISIN:
XS2607079493)
GBP 1,000,000,000 FLOATING
RATE SERIES 2023-3 COVERED BONDS
DUE 4 December
2026
(ISIN:
XS2727629615)
EUR 150,000,000 2.765 PER
CENT SERIES 2013-3 COVERED BONDS
DUE 19 January
2029
(ISIN:
XS0953107025)
EUR 151,500,000 1.472 PER
CENT SERIES 2015-2 COVERED BONDS
DUE 26 August
2031
(ISIN:
XS1280773679)
EUR 180,000,000 1.718 PER
CENT SERIES 2016-1 COVERED BONDS
DUE 22 January
2036
(ISIN:
XS1346839373)
EUR 230,000,000 1.438 PER
CENT SERIES 2017-1 COVERED BONDS
DUE 09 March
2037
(ISIN:
XS1576701665)
EUR 205,000,000 1.522 PER
CENT SERIES 2017-2 COVERED BONDS
DUE 15 May
2037
(ISIN:
XS1611856805)
(the "Existing Covered
Bonds")
issued pursuant to
the Australia and New Zealand Banking
Group Limited U.S.$ 30,000,000,000 ANZ Global Covered Bond
Programme (the "Programme")
NOTICE IS
HEREBY GIVEN to the holders of the Existing
Covered Bonds as follows:
16 May 2024.
Background
1. We,
Australia and New Zealand Banking Group Limited (the "Issuer") refer to the bond trust deed
dated 14 November 2011 and made between the Issuer, Perpetual
Corporate Trust Limited, as Covered Bond Guarantor, Institutional
Securitisation Services Limited, as Trust Manager and DB Trustees
(Hong Kong) Limited ("Bond
Trustee") as amended and supplemented on 22
November 2012 and further amended and restated on 15 November 2013
and further amended and supplemented on 10 November 2014 and
further amended and supplemented on 8 November 2016 and further
amended and supplemented on 9 November 2018 and as further amended and supplemented on 13 November 2019
and as further amended and supplemented on 14 May 2021 and as
further amended and supplemented on 13 May 2022 and as further
amended and supplemented on 23 May 2023 and as further
amended and supplemented on 15
May 2024 ("Bond Trust
Deed").
All words and expressions defined in the Bond
Trust Deed or the Definitions Schedule (as defined in the Bond
Trust Deed), as supplemented, amended or restated from time to time
shall (save as otherwise provided herein or unless the context
otherwise requires) have the same meanings in this
notice.
2. In this
notice:
(a)
"Amending Deed" means
Amending Deed No. 11 dated 15 May 2024 between, among others, the
Issuer, Perpetual Corporate Trust Limited, as Covered Bond
Guarantor, Institutional Securitisation Services Limited, as Trust
Manager and the Bond Trustee;
(b)
"Effective Date" means 15
May 2024; and
(c)
"Supplemental Deed" means
the deed dated 14 November 2011 between (amongst other parties) the
Issuer, the Covered Bond Guarantor, the Trust Manager and the Bond
Trustee (as amended and/or supplemented from time to
time).
3. This
notice is given to all holders of the Existing Covered Bonds in
accordance with:
(a)
clause 22.6 of the Security Trust Deed; and
(b)
clause 21.1 of the Bond Trust Deed.
Amendments to Programme
Documents
Amendments to
the Supplemental Deed
4. Clause
11.2(b) (Reserve Fund Required
Amount) of the Supplemental Deed is amended to read as
follows:
(b)
if paragraph (a) does not apply, an amount equal to the aggregate
of:
(i)
for each Series of Covered Bonds then outstanding, the Australian
Dollar Equivalent of the higher of:
(A) the
interest due and payable on that Series of Covered Bonds on the
next three Trust Payment Dates; and
(B) three
months' interest that will accrue on that Series of Covered Bonds,
as determined by the Issuer in good faith and in a commercially
reasonable manner (including, if interest accrues by reference to a
daily rate, having regard to applicable prior observed rates);
and
(ii)
the amount equal to one quarter of the anticipated aggregate annual
amount payable in respect of the items specified in paragraphs
16.1(a) to 16.1(d) of the Pre-acceleration Revenue
Allocations,
or such other
amount as agreed from time between the Issuer and the Trustee
(acting on the direction of the Trust Manager) provided there is no
Adverse Rating Effect.
5. References
in the Supplemental Deed to "ANZ Capel Court Limited" are replaced
with references to "Institutional Securitisation Services Limited
(formerly ANZ Capel Court Limited)" as set out in the Amending
Deed.
6. The notice
details of Institutional Securitisation Services Limited (formerly
ANZ Capel Court Limited) and DB Trustees (Hong Kong) Limited set
out in the Supplemental Deed are amended as set out in the Amending
Deed.
These amendments took effect on the Effective
Date.
7. Copies of
the Amending Deed are available during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) from the
specified offices of the Covered Bond Paying Agent and the Issuer
as set out below, upon prior written request and proof of holding
to the satisfaction of the Covered Bond Paying Agent:
Covered Bond Paying Agent
Deutsche Bank AG, Hong Kong
Branch
Level 60
International Commerce
Centre
1 Austin Road West
Kowloon, Hong Kong
The
Issuer
Australia and New Zealand Banking Group
Limited
ANZ Centre Melbourne
Level 9, 833 Collins Street
Docklands VIC 3008
Australia
8. Any
queries in relation to the matters set out in this notice should be
directed to:
Head of Group Funding
Australia and New Zealand Banking Group
Limited
ANZ Centre Melbourne
Level 9, 833 Collins Street
Docklands VIC 3008
Australia
Email: funding@anz.com
This notice is given by:
AUSTRALIA AND
NEW ZEALAND BANKING GROUP LIMITED