ANZ : Issuer Document

FINAL TERMS

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 or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as 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 EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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

(the "Issuer") US$60,000,000,000

Euro Medium Term Note Programme

Series No: 2128

Tranche No: 1

US$ 35,000,000 Zero Coupon Callable Notes due 27 June 2044

Issue Price: 100.00 per cent.

Australia and New Zealand Banking Group Limited (the "Dealer")

The date of these Final Terms is 24 June 2024

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 21 November 2023 and the Supplemental Base Prospectuses dated 12 February 2024, 20 February 2024, 6 March 2024, 7 May 2024 and 28 May 2024 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the UK Prospectus Regulation. This

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document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus.

Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing on the website of the Issuer at https://www.anz.com/debtinvestors/centre/programmes/anz-banking-group/euro-medium-term-note-programme-aus/and the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.htmland during normal business hours at the offices of the Paying Agents and copies may be obtained from Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.

1	(i)	Series Number:	2128
	(ii)	Tranche Number:	1
	(iii)	Date on which the Notes will	Not Applicable
		be consolidated and form a
		single Series:
2	(i)	Specified Currency or	United States Dollar ("US$")
		Currencies:
	(ii)	Exotic Currency Payments:	Not Applicable
	(iii)	Exotic Currency Relevant	Not Applicable
		Time:
	(iv)	Exotic Currency Thomson	Not Applicable
		Reuters Screen Page:
3	Aggregate Principal Amount:	US$ 35,000,000
	(i)	Series:	US$ 35,000,000
	(ii)	Tranche:	US$ 35,000,000
4	Issue Price:	100.00 per cent. of the Aggregate Principal Amount
5	Specified Denomination(s):	US$ 1,000,000
6	Calculation Amount:	US$ 1,000,000
7	(i)	Issue Date:	27 June 2024
	(ii)	Interest Commencement Date:	Not Applicable
8	Maturity Date:	27 June 2044
9	Interest Basis:	Zero Coupon
10	Redemption/Payment Basis:	Redemption at 307.36943589 per cent. of the
			Aggregate Principal Amount
11	Change of Interest or	Not Applicable
	Redemption/Payment Basis:
12	NZ Subordinated Notes:	Not Applicable
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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13	Fixed Rate Note Provisions	Not Applicable
14	Floating Rate Note Provisions	Not Applicable
15	CMS Rate Note Provisions:	Not Applicable
16	Inverse Floating Rate Note Provisions	Not Applicable
17	Range Accrual Note Provisions:	Not Applicable
18	Zero Coupon Note Provisions:	Applicable
	(i)	Compound Interest:	Applicable
		(A) Amortisation Yield:	5.775 per cent. per annum
	(ii)	Linear Interest:	Not Applicable
	(iii)	Day Count Fraction:	30/360, unadjusted
PROVISIONS RELATING TO REDEMPTION
19	Call Option	Applicable
	(i)	Optional Redemption Date(s):	27 June 2031, 27 June 2036 and 27 June 2041,
			subject to adjustment for payment purposes only in
			accordance with the Modified Following Business
			Day Convention

1. Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):
2. If redeemable in part:

US$ 1,481,430.3508 per Calculation Amount if redeemed on 27 June 2031

US$ 1,961,536.5642 per Calculation Amount if redeemed on 27 June 2036

US$ 2,597,236.9814 per Calculation Amount if redeemed on 27 June 2041

1. 1. Minimum Redemption Amount:
   2. Maximum Redemption Amount:
2. Option Exercise Dates:

1. Put Option
2. Final Redemption Amount of each Note:
3. Early Redemption for NZ Subordinated Note Regulatory Event:

Not Applicable

Not Applicable

No less than five (5) Business Days prior to each Optional Redemption Date

Not Applicable

US$ 3,073,694.3589 per Calculation Amount

Not Applicable

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23	Early Redemption Amount:	As specified in Condition 5(e)
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24	Form of the Notes:	Bearer Notes

1. Payment Business Day Convention:
2. Additional Financial Centre(s):
3. Details relating to Instalment Notes, including Instalment Amount(s) and Instalment Date(s):

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Bearer Notes in definitive form on 60 days' notice (or, following a failure to pay principal, on 30 days' notice) by the Issuer and in the limited circumstances specified in the Permanent Global Note.

Modified Following

Not Applicable

Not Applicable

28	Redenomination, renominalisation and	Not Applicable
	reconventioning provisions:
DISTRIBUTION
29	US Selling Restrictions:	TEFRA D Rules; Regulation S Category 2

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

By: Andrei Ivanov

Duly Authorised Signatory/Attorney

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PART B - OTHER INFORMATION

1. LISTING
   Listing and Admission to trading:
   Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market and admitted to the Official List of the UK Financial Conduct Authority with effect from on or about the Issue Date.
2. REASONS FOR THE OFFER, ESTIMATED TOTAL EXPENSES RELATED TO ADMISSION TO TRADING

1. Reasons for the offer:

See paragraph headed "Use of Proceeds" under "Use of Proceeds and a General Description of the ANZ SDG Bond Framework" in the Base Prospectus

(ii)	Estimate of total expenses related	GBP 3,000
	to admission to trading:

1. RATINGS
   The Notes to be issued have not been rated.
2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
   So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer, including conflicting interests.
3. (Fixed Rate Notes only) YIELD

Indication of yield:

Not Applicable

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Relevant Benchmark:

Not Applicable

7 OPERATIONAL INFORMATION

ISIN:XS2849504969

Temporary ISIN:	Not Applicable
Common Code:	284950496
Temporary Common Code:	Not Applicable
FISN:	AUSTRALIA AND N/ZERO CPN MTN, 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:	DTZXFB, as updated, as set out on the website of
	ANNA or	alternatively	sourced	from the
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Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):

responsible National Numbering Agency that assigned the ISIN.

Not Applicable

Delivery:	Delivery against payment
Names and addresses of additional Paying	Not Applicable.
Agent(s) (if any):

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