Amendment to Programme Documents

Australia & New Zealand Banking Grp

19 May 2025

 

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

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:

19 May 2025.

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 and as further amended and supplemented on 16 May 2025 ("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. 12 dated 16 May 2025 between, among others, the Issuer, Perpetual Corporate Trust Limited, as Covered Bond Guarantor, Institutional Securitisation Services Limited, as Trust Manager, the Bond Trustee and KPMG as Asset Monitor;

(b)        "Asset Monitor Agreement" means the asset monitor agreement dated 14 November 2011 between, amongst others, the Asset Monitor, the Bond Trustee, the Trust Manager, the Issuer, the Bond Trustee and the Security Trustee, and as amended from time to time;

(c)        "Credit Support Annexes (Interest Rate Swap Agreement)" means the Moody's Credit Support Annex to the 2002 ISDA Master Agreement (Interest Rate Swap Agreement) and the Fitch Credit Support Annex to the 2002 ISDA Master Agreement (Interest Rate Swap Agreement), each dated 14 November 2011 between the Issuer (as Interest Rate Swap Provider), the Trustee and the Trust Manager, and as amended from time to time;

(d)        "Credit Support Annexes (Master Contingent Covered Bond Swap Agreement)" means the Moody's Credit Support Annex to the 2002 ISDA Master Agreement (Master Contingent Covered Bond Swap Agreement), and the Fitch Credit Support Annex to the 2002 ISDA Master Agreement (Master Contingent Covered Bond Swap Agreement), each dated 15 November 2013 between the Issuer (as Covered Bond Swap Provider), the Trustee and the Trust Manager, and as amended from time to time;

(e)        "Definitions Schedule" means the deed called "ANZ Residential Covered Bond Trust Definitions Schedule" dated 31 October 2011 (as amended and/or supplemented from time to time) and made between, among others, the Trustee, the Trust Manager, the Bond Trustee, the Issuer (as Seller) and the Security Trustee;

(f)        "Effective Date" means 16 May 2025;

(g)        "ISDA Schedule (Interest Rate Swap Agreement)" means the Schedule to the 2002 ISDA Master Agreement (Interest Rate Swap Agreement) dated 14 November 2011 between the Issuer (as Interest Rate Swap Provider), the Trustee and the Trust Manager as amended from time to time;

(h)        "ISDA Schedule (Master Contingent Covered Bond Swap Agreement)" means the Schedule to the 2002 ISDA Master Agreement (Master Contingent Covered Bond Swap Agreement) dated 15 November 2013 between Issuer (as Covered Bond Swap Provider), the Trustee and the Trust Manager as amended from time to time; and

(i)         "Mortgage Sale Agreement" means the mortgage sale agreement dated 14 November 2011 between, amongst others, the Issuer (as Seller), the Bond Trustee, the Trust Manager and the Security Trustee, and as amended 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 Asset Monitor Agreement

4.         Clause 3.3(a) (Cover Pool reports) of the Asset Monitor Agreement is amended to insert the word "substantially" so that Clause 3.3(a) (Cover Pool reports) of the Asset Monitor Agreement reads as follows:

(a)        in respect of each Audit Date, within 10 Local Business Days of receipt of the relevant information to be provided to the Asset Monitor by the Trust Manager and the Servicer, as the case may be, in accordance with clause 3.4 ("Cover pool audit information"), provide to the Covered Bond Guarantor, the Issuer and the Calculation Manager, a written report relating to the matters referred to in clauses 3.2(a) and (b) ("Audit Date functions") substantially in the form set out in Schedule 4;

5.         A new clause 13.2 (Form - communications sent by electronic means of communication) is inserted in the Asset Monitor Agreement as follows:

13.2     Form - communications sent by electronic means of communication

Communications sent by email or other electronic method need not be marked for attention in the way stated in clause 13.1 ("Form - all communications"). However, the email must state the first and last name of the sender.

Communications sent by email are taken to be in writing and signed by the named sender.

6.         Clause 13.3 (Delivery) to clause 13.6 (Receipt outside business hours) of the Asset Monitor Agreement are each amended as set out in the Amending Deed.

7.         Schedule 4 (Form of Asset Monitor Statutory Report under section 30 of the Banking Act) of the Asset Monitor Agreement is replaced in its entirety as set out in the Amending Deed.

8.         References in the Asset Monitor Agreement 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.

9.         The notice details of the parties are amended as set out in the Amending Deed.

Amendments to the Mortgage Sale Agreement

10.       A new clause 26.2 (Form - communications sent by electronic means of communication) is inserted in the Mortgage Sale Agreement as follows:

26.2     Form - communications sent by electronic means of communication

Communications sent by email or other electronic method need not be marked for attention in the way stated in clause 26.1 ("Form - all communications"). However, the email must state the first and last name of the sender.

Communications sent by email are taken to be in writing and signed by the named sender.

11.       Clauses 26.3 (Delivery) to clause 26.6 (Receipt outside business hours) of the Mortgage Sale Agreement are each amended as set out in the Amending Deed.

12.       Paragraph 1 of Schedule 8 (Qualifying Receivables) of the Mortgage Sale Agreement is amended to remove the words "and resident of Australia".

13.       References in the Mortgage Sale Agreement 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.

14.       The notice details of the parties are amended as set out in the Amending Deed.

Amendments to the Definitions Schedule

15.       The definitions of "AONIA Observation Period" and "Target2 System" are removed from the Definitions Schedule and the new definitions "Reference Banks Agent", "T2 System" and "UK Prospectus Regulation" are inserted into the Definitions Schedule as set out in the Amending Deed.

16.       The definitions "Authorised Investments"; "BBSW Rate", "Business Day", "Compounded Daily AONIA", "Deed of Charge", "Demand Loan Agreement", "Drawdown Prospectus", "Eligible Bank" "Exempt Covered Bonds", "Final Terms", "Interest Payment Date", "Interest Period", "Land", "Mortgage Sale Agreement", "Non-Representative", "Permanent Discontinuation Trigger", "Principal Amount Outstanding", "Programme Documents", "RBA Recommended Fallback Rate", "Reference Banks" and "Tax Account" are amended as set out in the Amending Deed.

17.       The notice details of the parties are amended as set out in the Amending Deed.

Amendments to the ISDA Schedule (Interest Rate Swap Agreement)

18.       Part 1(f) and Part 1(g) (Termination Provisions), Part 4(a) (Miscellaneous), Part 5(c), Part 5(f) and Part 5(i) (Other Provisions), Part 6(c), Part 6(h), Part 6(i), Part 6(j), Part 6(l) and Part 6(m) (Covered Bond Requirements) of the ISDA Schedule (Interest Rate Swap Agreement) are amended as set out in the Amending Deed.

19.       A new Part 5(l) and Part 5(m) (Other Provisions), Part 7 (Privacy and Disclosure of Personal Information) and Annexure 1 are inserted into the ISDA Schedule (Interest Rate Swap Agreement) as set out in the Amending Deed.

20.       References in the ISDA Schedule (Interest Rate Swap Agreement) 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.

Amendments to the ISDA Schedule (Master Contingent Covered Bond Swap Agreement)

21.       Part 1(g) (Termination Provisions), Part 4(a) (Miscellaneous), Part 5(i) (Other Provisions), Part 6(h) and Part 6(k) (Covered Bond Requirements) of the ISDA Schedule (Master Contingent Covered Bond Swap Agreement) are amended as set out in the Amending Deed.

22.       A new Part 5(l) and Part 5(m) (Other Provisions), Part 7 (Privacy and Disclosure of Personal Information) and Annexure 1 are inserted into the ISDA Schedule (Master Contingent Covered Bond Swap Agreement) as set out in the Amending Deed.

23.       References in the ISDA Schedule (Master Contingent Covered Bond Swap Agreement) 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.

Amendments to Credit Support Annexes (Interest Rate Swap Agreement) and Credit Support Annexes (Master Contingent Covered Bond Swap Agreement)

24.       The Credit Support Annexes (Interest Rate Swap Agreement) and Credit Support Annexes (Master Contingent Covered Bond Swap Agreement) are each amended as set out in the Amending Deed.

25.       These amendments took effect on the Effective Date.

26.       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

27.       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: [e-mail]

This notice is given by:

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

For and on behalf of

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

Name: Adrian Went

Title: Group Treasurer

 

END