Obligation ANX 0.4% ( XS1572429030 ) en EUR

Société émettrice ANX
Prix sur le marché 100 %  ▼ 
Pays  Nouvelle-zelande
Code ISIN  XS1572429030 ( en EUR )
Coupon 0.4% par an ( paiement annuel )
Echéance 28/02/2022 - Obligation échue



Prospectus brochure de l'obligation ANZ XS1572429030 en EUR 0.4%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 500 000 000 EUR
Description détaillée ANZ est une banque australienne multinationale offrant des services financiers dans la région Asie-Pacifique, notamment des services bancaires de détail, commerciaux et institutionnels.

L'Obligation émise par ANX ( Nouvelle-zelande ) , en EUR, avec le code ISIN XS1572429030, paye un coupon de 0.4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/02/2022











ANZ New Zealand (Int'l) Limited
(incorporated with limited liability in New Zealand under company number 328154 and with a
branch registered in England & Wales under foreign company number FC023994 and branch
number BR006645)
as Issuer
ANZ Bank New Zealand Limited
(incorporated with limited liability in New Zealand under company number 35976)
as Issuer and Guarantor of Covered Bonds issued by ANZ New Zealand (Int'l) Limited
8,000,000,000 ANZNZ Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments of interest and principal by
ANZNZ Covered Bond Trust Limited
(incorporated in New Zealand with limited liability under company number 3220967)
as trustee of the ANZNZ Covered Bond Trust and Covered Bond Guarantor
Pages i to A-6 of this document comprise a base prospectus for the purposes of Regulation (EU)
2017/1129 (the "Prospectus Regulation") in respect of Covered Bonds (as defined below) to be admitted
to the Official List of the FCA (as defined below) and admitted to trading on the regulated market of the
London Stock Exchange plc (as defined below) (the "Base Prospectus"). The Base Prospectus comprises
a separate base prospectus for each Issuer (as defined below) as further described on pages vii to ix.
Pages B-1 to B-70 of this document comprise an information memorandum (the "Information
Memorandum") in respect of Covered Bonds which are not admitted to the Official List of the FCA or
any other European Economic Area ("EEA") or United Kingdom ("UK") regulated market or offered to
the public in the EEA or in the UK ("Non-PR Covered Bonds"). The Information Memorandum has not
been approved or reviewed by the FCA and does not constitute a prospectus for the purposes of the
Prospectus Regulation.
Under the 8,000,000,000 ANZNZ Covered Bond Programme (the "Programme") established by ANZ
Bank New Zealand Limited ("ANZ New Zealand" or an "Issuer") and ANZ New Zealand (Int'l) Limited
("ANZNIL" or an "Issuer", and together with ANZ New Zealand, the "Issuers", and references to the
"Relevant Issuer" shall, in relation to any Series or Tranche of Covered Bonds be references to the Issuer
which is, or is intended to be, the Issuer of such Covered Bonds as indicated in the applicable Final
Terms) on the Programme Date, the Issuers may from time to time issue bonds ("Covered Bonds")
denominated in any currency agreed between the Relevant Issuer, the Guarantor (as defined below) (in
the case of Covered Bonds issued by ANZNIL) and the Relevant Dealer(s) (as defined below). The price
and amount of the Covered Bonds to be issued under the Programme will be determined by the Relevant
Issuer, the Guarantor (in the case of Covered Bonds issued by ANZNIL) and the Relevant Dealer(s) at
the time of issue in accordance with the prevailing market conditions. Any Covered Bonds issued under
the Programme on or after the date of this Base Prospectus are issued subject to the provisions as
described herein and in any supplement hereto.
This Base Prospectus constitutes two base prospectuses, one for each Issuer and each has been approved
by the United Kingdom Financial Conduct Authority (the "FCA"), as competent authority under the
Prospectus Regulation in respect of Covered Bonds to be admitted to the official list of the FCA (the
"Official List") and admitted to trading on the regulated market of the London Stock Exchange plc (the
"London Stock Exchange"). The FCA only approves this Base Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval
should not be considered as an endorsement of an Issuer, the Guarantor, the Covered Bond Guarantor
nor as an endorsement of the quality of the securities that are the subject of this Base Prospectus. Investors
should make their own assessment as to the suitability of investing in any such Covered Bonds. This
Base Prospectus is valid for a period of twelve months from the date of approval.
Application has been made to the FCA in its capacity as competent authority under the Financial Services
and Markets Act 2000, as amended (the "FSMA") for Covered Bonds issued under the Programme
during the period of 12 months from the date of this Base Prospectus to be admitted to the Official List
and to the London Stock Exchange for such Covered Bonds to be admitted to trading on the London

i






Stock Exchange's regulated market. References in this Base Prospectus to Covered Bonds being "listed"
(and all related references) shall mean that such Covered Bonds have been admitted to the Official List
and have been admitted to trading on the London Stock Exchange's regulated market. The London Stock
Exchange's regulated market is a regulated market for the purposes of Directive 2014/65/EU of the
European Parliament and of the Council on markets in financial instruments ("MiFID II").
This Base Prospectus supersedes and replaces in its entirety the Base Prospectus dated 11 July 2019 (as
supplemented) for each of ANZ New Zealand and ANZNIL with regard to their covered bond
programme. Any Covered Bonds issued under the Programme on or after the date of this Base Prospectus
are issued subject to the provisions described herein.
ANZNIL will issue Covered Bonds under the Programme acting through its London branch. ANZNIL
issues Covered Bonds under the Programme through its London branch for certain legal, administrative
and regulatory reasons, including (without limitation) to facilitate timely access to funding markets.
Payments of interest thereunder are subject to applicable tax laws and regulations of the United Kingdom
and other jurisdictions ­ see the section entitled "Taxation" on pages 279 to 281 (inclusive). Investors
should be aware that a branch is not a subsidiary and does not constitute a separate legal entity. The
obligations in respect of Covered Bonds issued by ANZNIL acting through its London branch are of
ANZNIL only, and investors' claims under such Covered Bonds are only against ANZNIL.
Notwithstanding the preceding sentence, the payment of all amounts owing by ANZNIL in respect of
the Covered Bonds issued by ANZNIL will be unconditionally and irrevocably guaranteed by ANZ New
Zealand (the "Guarantor").
ANZNZ Covered Bond Trust Limited (the "Covered Bond Guarantor") has guaranteed payments of
interest and principal under the Covered Bonds pursuant to a guarantee which is secured over the Housing
Loans and the Related Security (as defined below) and its other assets. Recourse against the Covered
Bond Guarantor under its guarantee is limited to the Housing Loans and the Related Security and its
other assets.
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the
Programme will not exceed 8,000,000,000 (or its equivalent in other currencies calculated as described
in the Programme Agreement described herein), subject to increase as described herein.
The Covered Bonds may be issued on a continuing basis to the Dealers specified under "Programme
Overview" and any additional Dealer appointed under the Programme from time to time by the Issuers
(each, a "Dealer" and together, the "Dealers"), which appointment may be for a specific issue or on an
ongoing basis. References in this Base Prospectus to the "Relevant Dealers" shall, in the case of an issue
of Covered Bonds being (or intended to be) subscribed for by more than one Dealer, be to all Dealers
agreeing to subscribe for such Covered Bonds.
Prospective investors should have regard to the factors described under the section headed "Risk
Factors" on pages 24 to 79 of this Base Prospectus.
Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered
Bonds, the issue price of Covered Bonds and any other terms and conditions not contained herein which
are applicable to each Tranche (as defined under the Terms and Conditions of the Covered Bonds) of
Covered Bonds will be set out in a separate document containing the final terms for that Tranche (each,
a "Final Terms") which, with respect to Covered Bonds to be listed on the London Stock Exchange, will
be delivered to the FCA and the London Stock Exchange on or before the date of issue of such Tranche
of Covered Bonds.
Each initial and subsequent purchaser of the Covered Bonds offered hereby in making its purchase will
be deemed to have made certain acknowledgements, representations and agreements intended to restrict
the resale or other transfer of such Covered Bonds and may in certain circumstances be required to
provide confirmation of compliance with such resale or other transfer restrictions below and as set forth
under "Subscription and Sale".
The Covered Bonds, the Guarantee and the Covered Bond Guarantee (as defined below) have not been
and will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or other jurisdiction of the United States,
and Covered Bonds in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions,

ii





the Covered Bonds may not be offered, sold or (in the case of Covered Bonds in bearer form) delivered
within the United States to, or for the account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act ("Regulation S")). For a description of certain restrictions on resales and
transfers, as to which each purchaser of Covered Bonds will be deemed to have acknowledged,
represented and agreed, see "Subscription and Sale".
The Covered Bonds are not protected accounts or deposit liabilities of the Issuers and, except as expressly
stated in this Base Prospectus, are not insured or guaranteed by (1) the Crown or any governmental
agency of New Zealand, (2) the United States of America, the Federal Deposit Insurance Corporation or
any other governmental agency of the United States or (3) the government or any government agency of
any other jurisdiction.
The Covered Bonds will be issued in book-entry form only and will be eligible for clearance through the
facilities of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg").
The Covered Bonds issued under the Programme are expected on issue to be assigned an "Aaa" rating
by Moody's Investors Service Pty. Ltd. ("Moody's") and an "AAA" rating by Fitch Australia Pty Ltd.
("Fitch"). As at 26 August 2020, ANZ New Zealand's short-term senior unsecured debt was assigned an
"A-1+" rating by S&P Global Ratings Australia Pty Ltd ("S&P" and, together with Moody's and Fitch,
the "Rating Agencies"), a "P-1" rating by Moody's and an "F1" rating by Fitch. As at 26 August 2020,
ANZ New Zealand's long-term senior unsecured debt was assigned an "AA-" rating by S&P, an "A1"
rating by Moody's and an "A+" rating by Fitch. S&P, Moody's and Fitch are not established in the
European Union and have not applied for registration under Regulation (EC) No. 1060/2009 (as amended
by Regulation (EC) No. 513/2011) on credit rating agencies (the "CRA Regulation"). However, their
credit ratings are endorsed on an ongoing basis by Standard & Poor's Credit Market Services Europe Ltd,
Moody's Investors Service Ltd. and Fitch Ratings Ltd., respectively, pursuant to and in accordance with
the CRA Regulation. Standard & Poor's Credit Market Services Europe Ltd, Moody's Investors Service
Ltd. and Fitch Ratings Ltd. are established in the European Union and are registered under the CRA
Regulation. References in this Base Prospectus to S&P, Moody's and/or Fitch, including in the
documents incorporated by reference into this Base Prospectus, shall be construed accordingly, save for
references to S&P, Moody's and/or Fitch in the context of ratings triggers applicable to parties other than
ANZ New Zealand which shall be read as referring to the relevant S&P, Moody's and/or Fitch entity (as
applicable) at the relevant time.
The ratings of certain Series or Tranches of Covered Bonds to be issued under the Programme may be
specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to the
relevant Covered Bonds will be issued by, or endorsed by, a credit rating agency established in the
European Union and registered under the CRA Regulation will be disclosed in the applicable Final
Terms. Please also refer to "Programme Overview ­ Ratings" and "Ratings of the Covered Bonds" in the
Risk Factors section of this Base Prospectus.
In general, as at the date of this Base Prospectus, investors regulated in the European Union and in the
UK are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating
agency established in the European Union or the UK and registered under the CRA Regulation or issued
by a credit rating agency established in a third country but whose credit ratings are endorsed by a credit
rating agency established in the European Union or the UK and registered under the CRA Regulation,
unless the rating is provided by a credit rating agency operating in the European Union or the UK before
7 June 2010 ("European Entity") which has submitted an application for registration in accordance with
the CRA Regulation and such registration is not refused, or is provided by a third party country rating
entity whose ratings are disclosed in that registration application as being ratings that will be endorsed
by the European Entity. A credit rating is not a recommendation to buy, sell or hold securities and may
be subject to revision, suspension or withdrawal at any time by the assigning rating organisation.
IMPORTANT ­ EEA AND UK RETAIL INVESTORS The Covered Bonds 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 EEA or in 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 (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

iii





by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Covered Bonds or otherwise making them available to retail investors in the EEA or in the UK will be
prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any
retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MiFID II Product Governance / target market - The Final Terms in respect of any Covered Bonds
may include a legend entitled "MiFID II Product Governance" which will outline the conclusion of the
target market assessment completed by the relevant "manufacturer(s)" in respect of the Covered Bonds
and which channels for distribution of the Covered Bonds they consider are appropriate. Any person
subsequently offering, selling or recommending the Covered Bonds (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
A determination will be made by the relevant Dealer(s) in relation to each issue about whether, for the
purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID
Product Governance Rules"), any Dealer subscribing for any Covered Bonds is a "manufacturer" in
respect of such Covered Bonds, but otherwise neither the Arrangers nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
Neither Issuer is subject to MiFID II and any implementation thereof by an EU Member State. It is
therefore not a "manufacturer" for the purposes of the MiFID Product Governance Rules and has no
responsibility or liability for identifying a target market, or any other product governance obligation set
out in MiFID II, for financial instruments it issues (including any target market assessment for the
Covered Bonds).
Notification under Section 309B(1) of the Securities and Futures Act of Singapore (the "SFA"):
Unless otherwise stated in the Final Terms, each Issuer has determined and hereby notifies all relevant
persons (as defined in Section 309A of the SFA) that the Covered Bonds issued or to be issued under
this Programme shall be capital markets products other than prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Specified
Investment Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice SFA 04-
N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Benchmarks Regulation: Interest and/or other amounts payable under the Covered Bonds may be
calculated by reference to certain reference rates. Any such reference rate may constitute a benchmark
for the purposes of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). If any such reference
rate does constitute such a benchmark, the Final Terms will indicate whether or not the benchmark is
provided by an administrator included in the register of administrators and benchmarks established and
maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 (Register
of administrators and benchmarks) of the Benchmarks Regulation. Transitional provisions in the
Benchmarks Regulation may have the result that the administrator of a particular benchmark is not
required to appear in the register of administrators and benchmarks at the date of the applicable Final
Terms. The registration status of any administrator under the Benchmarks Regulation is a matter of public
record and, save where required by applicable law, the Issuers do not intend to update the Final Terms
to reflect any change in the registration status of the administrator.
Arrangers for the Programme
ANZ Bank New Zealand Limited




Barclays
Dealers for the Programme
Australia and New Zealand Banking Group Limited
Barclays
The date of this Base Prospectus is 26 August 2020.


iv





THE COVERED BONDS, THE GUARANTEE AND THE COVERED BOND GUARANTEE
OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR APPROVED OR
DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
(THE "SEC") OR ANY STATE SECURITIES AUTHORITY, AND THE COVERED BONDS
MAY INCLUDE BEARER COVERED BONDS THAT ARE SUBJECT TO U.S. TAX LAW
REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE COVERED BONDS MAY
NOT BE OFFERED OR SOLD OR, IN THE CASE OF BEARER COVERED BONDS,
DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE BENEFIT OF U.S.
PERSONS (AS DEFINED IN REGULATION S).
THE COVERED BONDS, THE GUARANTEE AND THE COVERED BOND GUARANTEE
ARE BEING OFFERED AND SOLD TO NON U.S. PERSONS IN OFFSHORE
TRANSACTIONS IN RELIANCE UPON REGULATION S UNDER THE SECURITIES ACT.
THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION
IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE
ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OF THE COVERED BONDS OR THE ACCURACY OR THE
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.


v





TABLE OF CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................. VII
PRINCIPAL CHARACTERISTICS OF THE ANZNZ COVERED BOND PROGRAMME .......... 14
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................... 15
STRUCTURE OVERVIEW............................................................................................................... 17
RISK FACTORS ................................................................................................................................ 24
PROGRAMME OVERVIEW ............................................................................................................ 80
ANZ BANK NEW ZEALAND LIMITED ........................................................................................ 88
MANAGEMENT ............................................................................................................................. 102
ANZ NEW ZEALAND (INT'L) LIMITED ..................................................................................... 104
ANZ BANK NEW ZEALAND LIMITED'S MORTGAGE BUSINESS ........................................ 105
FORM OF THE COVERED BONDS .............................................................................................. 114
FORM OF FINAL TERMS .............................................................................................................. 118
TERMS AND CONDITIONS OF THE COVERED BONDS ......................................................... 126
USE OF PROCEEDS ....................................................................................................................... 184
REGULATION AND SUPERVISION ............................................................................................ 185
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED ......................................... 209
THE ANZNZ COVERED BOND TRUST ...................................................................................... 212
SUMMARY OF THE PRINCIPAL DOCUMENTS ....................................................................... 214
CREDIT STRUCTURE ................................................................................................................... 253
CASHFLOWS .................................................................................................................................. 256
THE HOUSING LOAN PORTFOLIO ............................................................................................ 269
LEGAL ASPECTS OF THE HOUSING LOAN PORTFOLIO ...................................................... 270
BOOK ENTRY CLEARANCE SYSTEMS ..................................................................................... 278
TAXATION ..................................................................................................................................... 279
SUBSCRIPTION AND SALE ......................................................................................................... 282
INDEPENDENT AUDITORS ......................................................................................................... 289
GENERAL INFORMATION........................................................................................................... 290
GLOSSARY ..................................................................................................................................... 294
ANNEX A ­ POOL SUMMARY REPORT ........................................................................................1
ANNEX B ­ INFORMATION MEMORANDUM..............................................................................1
SCHEDULE A ­ TERMS AND CONDITIONS OF THE NON-PR COVERED BONDS ..............5
SCHEDULE B ­ FORM OF PRICING SUPPLEMENT ................................................................. 64




vi





IMPORTANT NOTICES
ANZNIL Base Prospectus
In respect of ANZNIL, the following sections of the Base Prospectus will comprise a base prospectus
issued in compliance with the Prospectus Regulation for the purpose of giving information with regard
to the issue of any Covered Bonds issued by ANZNIL which have a denomination of at least EUR 100,000
(or its equivalent in another currency) and which are to be admitted to the Official List of the FCA and
admitted to trading on the regulated market of the London Stock Exchange under the Programme during
the period of 12 months after the date hereof (the "ANZNIL Base Prospectus"):

this section entitled "Important Notices" on pages vii to xiii;

the section entitled "Principal Characteristics of the ANZNZ Covered Bond Programme" on
page 14;

the section entitled "Documents Incorporated by Reference" on pages 15 to 16;

the section entitled "Structure Overview" on pages 17 to 23

the section entitled "Risk Factors" on pages 24 to 79;

the section entitled "Programme Overview" on pages 80 to 87;

the section entitled "ANZ Bank New Zealand Limited" on pages 88 to 101;

the section entitled "Management" on pages 102 to 103;

the section entitled "ANZ New Zealand (Int'l) Limited" on page 104;

the section entitled "ANZ Bank New Zealand Limited's Mortgage Business" on pages 105 to
113;

the section entitled "Form of the Covered Bonds" on pages 114 to 117;

the section entitled "Form of Final Terms" on pages 118 to 125;

the section entitled "Terms and Conditions of the Covered Bonds" on pages 126 to 183;

the section entitled "Use of Proceeds" on page 184;

the section entitled "Regulation and Supervision" on pages 185 to 208;

the section entitled "Australia and New Zealand Banking Group Limited" on pages 209 to 211;

the section entitled "The ANZNZ Covered Bond Trust" on pages 212 to 213;

the section entitled "Summary of the Principal Documents" on pages 214 to 252;

the section entitled "Credit Structure" on pages 253 to 255;

the section entitled "Cashflows" on pages 256 to 268;

the section entitled "The Housing Loan Portfolio" on page 269;

the section entitled "Legal Aspects of the Housing Loan Portfolio" on pages 270 to 277;

the section entitled "Book Entry Clearance Systems" on pages 278;

the section entitled "Taxation" on pages 279 to 281;

the section entitled "Subscription and Sale" on pages 282 to 288;

vii






the section entitled "Independent Auditors" on page 289;

the section entitled "General Information" on pages 290 to 293;

the section entitled "Glossary" on pages 294 to 325; and

the section entitled "Annex A" on pages A-1 to A-6.
ANZ New Zealand Base Prospectus
In respect of ANZ New Zealand, the following sections of the Base Prospectus will comprise a base
prospectus issued in compliance with the Prospectus Regulation for the purpose of giving information
with regard to the issue of any Covered Bonds issued by ANZ New Zealand which have a denomination
of at least EUR 100,000 (or its equivalent in another currency) and which are to be admitted to the
Official List of the FCA and admitted to trading on the regulated market of the London Stock Exchange
under the Programme during the period of 12 months after the date hereof (the "ANZ New Zealand
Base Prospectus"):

this section entitled "Important Notices" on pages vii to xiii;

the section entitled "Principal Characteristics of the ANZNZ Covered Bond Programme" on
page 14;

the section entitled "Documents Incorporated by Reference" on pages 15 to 16;

the section entitled "Structure Overview" on pages 17 to 23

the section entitled "Risk Factors" on pages 24 to 79;

the section entitled "Programme Overview" on pages 80 to 87;

the section entitled "ANZ Bank New Zealand Limited" on pages 88 to 101;

the section entitled "Board of Directors of ANZ New Zealand" in the section entitled
"Management" on pages 102 to 103;

the section entitled "ANZ Bank New Zealand Limited's Mortgage Business" on pages 105 to
113;

the section entitled "Form of the Covered Bonds" on pages 114 to 117;

the section entitled "Form of Final Terms" on pages 118 to 125;

the section entitled "Terms and Conditions of the Covered Bonds" on pages 126 to 183;

the section entitled "Use of Proceeds" on page 184;

the section entitled "Regulation and Supervision" on pages 185 to 208 other than the section
entitled "ANZNIL";

the section entitled "Australia and New Zealand Banking Group Limited" on pages 209 to 211;

the section entitled "The ANZNZ Covered Bond Trust" on pages 212 to 213;

the section entitled "Summary of the Principal Documents" on pages 214 to 252;

the section entitled "Credit Structure" on pages 253 to 255;

the section entitled "Cashflows" on pages 256 to 268;

the section entitled "The Housing Loan Portfolio" on page 269;

viii






the section entitled "Legal Aspects of the Housing Loan Portfolio" on pages 270 to 277;

the section entitled "Book Entry Clearance Systems" on pages 278;

the section entitled "Taxation" on pages 279 to 281;

the section entitled "Subscription and Sale" on pages 282 to 288;

the section entitled "Independent Auditors" on page 289;

the section entitled "General Information" on pages 290 to 293;

the section entitled "Glossary" on pages 294 to 325; and

the section entitled "Annex A" on pages A-1 to A-6.



ix





Responsibility for the information contained in this Base Prospectus
Each of ANZNIL and the Guarantor accepts responsibility for the information contained in the ANZNIL
Base Prospectus and in the Final Terms for each Tranche of Covered Bonds issued by ANZNIL under
the Programme and to the best of the knowledge of each of ANZNIL and the Guarantor, such information
is in accordance with the facts and the ANZNIL Base Prospectus does not omit anything likely to affect
the import of such information.
ANZ New Zealand accepts responsibility for the information contained in the ANZ New Zealand Base
Prospectus and in the Final Terms for each Tranche of Covered Bonds issued by it under the Programme
and to the best of the knowledge of ANZ New Zealand, such information is in accordance with the facts
and the ANZ New Zealand Base Prospectus does not omit anything likely to affect the import of such
information.
The Covered Bond Guarantor (in its capacity as trustee of the Trust) accepts responsibility for the
information contained in the following sections of the ANZNIL Base Prospectus and the ANZ New
Zealand Base Prospectus:

the ANZNZ Covered Bond Trust financial statements for the year ended 30 September 2019
and the ANZNZ Covered Bond Trust financial statements for the year ended 30 September 2018
(the "Trust Financial Statements"), which are incorporated by reference in this Base
Prospectus;

"Structure Overview ­ Credit Structure ­ Asset Coverage Test"; "Structure Overview ­ Credit
Structure ­ Amortisation Test"; "Structure Overview ­ Credit Structure ­ Pre-Maturity Test";
"Structure Overview ­ Credit Structure ­ Reserve Fund"; "Structure Overview ­ The
Programme"; "Structure Overview ­ Credit Structure ­ Priorities of Payment";

"Risk Factors ­ Timing Subordination of Covered Bonds/No segregation of assets"; "Risk
factors relating to the Covered Bond Guarantor, including the ability of the Covered Bond
Guarantor to fulfil its obligations in relation to the Covered Bond Guarantee"; "Risk Factors ­
Insolvency of the Covered Bond Guarantor likely to adversely affect the Covered Bonds";

"Programme Overview ­ Covered Bond Guarantor"; "Programme Overview ­ Extendable
obligations under the Covered Bond Guarantee"; "Programme Overview ­ Cross Default";
"Programme Overview ­ Covered Bond Guarantee";

"The ANZNZ Covered Bond Trust";

"Summary of the Principal Documents ­ The Guarantee and the Covered Bond Guarantee ­ The
Covered Bond Guarantee"; "Summary of the Principal Documents ­ Establishment Deed";

"Credit Structure ­ Covered Bond Guarantee"; "Credit Structure ­ Pre-Maturity Test"; "Credit
Structure ­ Asset Coverage Test"; "Credit Structure ­ Amortisation Test";

the third paragraph in "General Information ­ Significant or Material Change"; and

the second paragraph in "General Information ­ Litigation",
(together, the "Guarantor Information"). To the best of the knowledge of the Covered Bond Guarantor,
the sections specified above are in accordance with the facts and the ANZNIL Base Prospectus and the
ANZ New Zealand Base Prospectus do not omit anything likely to affect the import of such information.
The Trust Manager accepts responsibility for the information contained in "The ANZNZ Covered Bond
Trust ­ Trust Manager"; "The ANZNZ Covered Bond Trust ­ Directors"; "The ANZNZ Covered Bond
Trust ­ Delegation by the Trust Manager" (together the "Trust Manager Information"). To the best of
the knowledge of the Trust Manager, the Trust Manager Information is in accordance with the facts and
the ANZNIL Base Prospectus and the ANZ New Zealand Base Prospectus do not omit anything likely
to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below). This Base Prospectus shall,

x




Document Outline