If a Call Option is included in the Pricing Supplement and subject to Condition 6.10 in the case of any Subordinated Note, the Issuer may, on giving not less than five or more than 30 days’ irrevocable notice (subject to such other notice period as may be specified in the Pricing Supplement under “Option Exercise Date”) to the Holders redeem or exercise any Issuer’s option (as may be described in the Pricing Supplement) in relation to all or, if so provided, some of the Notes on any Optional Redemption Date (which, in the case of a Subordinated Note, may not be before the fifth anniversary of the Issue Date of that Subordinated Note). Any such redemption of Notes shall be at their Optional Redemption Amount together with interest accrued to the date fixed for redemption. Any such redemption or exercise of the Issuer's option shall just relate to Notes of a Principal Amount at least equal to the Minimum Redemption Amount to be redeemed specified in the Pricing Supplement and no greater than the Maximum Redemption Amount to be redeemed specified in the Pricing Supplement.

In the case of Subordinated Notes, the Optional Redemption Date must not be earlier than 5 years from the Issue Date.

The Optional Redemption Dates are: the Interest Payment Date scheduled to fall on [TBD] August 2036 (“First Optional Redemption Date”); and every Interest Payment Date thereafter up to (but excluding) the Maturity Date. Any early redemption of the Subordinated Notes is subject to the prior written approval of APRA. Subordinated Noteholders should not expect that APRA’s approval will be given for any redemption of Subordinated Notes.

If a Non-Viability Trigger Event occurs:

(a) on the Trigger Event Date, subject only to Condition 8.5, such Principal Amount of the Subordinated Notes will immediately Convert or be Written-Off (whichever is applicable as specified in the Pricing Supplement) as is required by the Non-Viability Determination provided that:
(i) where the Non-Viability Trigger Event occurs under Condition 7.2(a) and such Non-Viability Determination does not require all Relevant Securities to be converted into ANZGHL Ordinary Shares or written-off, such Principal Amount of the Subordinated Notes shall Convert or be Written-Off (whichever is applicable as specified in the Pricing Supplement) as is sufficient (determined by the Issuer in accordance with Condition 7.3(b)) to satisfy APRA that the Issuer is viable without further conversion or write-off; and
(ii) where the Non-Viability Trigger Event occurs under Condition 7.2(b), all the Principal Amount of the Subordinated Notes will immediately Convert or be Written-Off (whichever is applicable as specified in the Pricing Supplement).

(b) the Issuer will determine the Principal Amount of Subordinated Notes which must be Converted or Written-Off (as applicable) in accordance with Condition 7.3(a)(i), on the following basis:
(i) first, convert into ANZGHL Ordinary Shares or write-off all Relevant Tier 1 Securities; and
(ii) secondly, if conversion into ANZGHL Ordinary Shares or write-off of all Relevant Tier 1 Securities is not sufficient to satisfy the requirements of Condition 7.3(a)(i) (and provided that as a result of the conversion or write off of Relevant Tier 1 Securities APRA has not withdrawn the Non-Viability Determination), Convert or Write-Off (as applicable) a Principal Amount of Subordinated Notes and convert into ANZGHL Ordinary Shares or write-off a number or principal amount of other Relevant Tier 2 Securities on an approximately pro-rata basis or in a manner that is otherwise, in the opinion of the Issuer, fair and reasonable (subject to such adjustment as the Issuer may determine to take into account the effect on marketable parcels and the need to round to whole numbers the number of ANZGHL Ordinary Shares and the authorised denominations of the Principal Amount of any Subordinated Note or the number or principal amount of other Relevant Tier 2 Securities remaining on issue, and the need to effect the conversion immediately) and, for the purposes of this Condition 7.3(b)(ii), where the specified currency of the principal amount of Relevant Tier 2 Securities is not the same for all Relevant Tier 2 Securities, the Issuer may treat them as if converted into a single currency of the Issuer’s choice at such rate of exchange as the Issuer in good faith considers reasonable,

provided that such determination does not impede or delay the immediate Conversion or Write-Off (as applicable) of the relevant Principal Amount of Subordinated Notes;

(c) on the Trigger Event Date, the Issuer shall determine the Subordinated Notes or portions thereof as to which the Conversion or Write-Off (as applicable) is to take effect and in making that determination may make any decisions with respect to the identity of the Subordinated Noteholders at that time as may be necessary or desirable to ensure Conversion or Write-Off (as applicable) occurs in an orderly manner, including disregarding any transfers of Subordinated Notes that have not been settled or registered at that time provided that such determination does not impede or delay the immediate Conversion or Write-Off (as applicable) of the relevant Principal Amount of Subordinated Notes;