Australia and New Zealand Banking Group Ltd. — Capital/Financing Update 2015

Nov 30, 2015

Ote Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Australia and New Zealand Banking Group Limited ( ANZ )

ABN

11 005 357 522

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	1. 2.	Options to subscribe for ordinary shares Fully paid ordinary shares
	1. 2.	2,561,202 options 4,524,058 fully paid ordinary shares
	1.2,561,202 options (A) 63,403 Vested Rights (options) exercisable from 18 May 2016 (following a 6 month retention period) and before the close of business on 17 November 2017 (after which date the Rights will lapse) at a zero exercise price; and (B) 14,963 1 Year Deferred Share Rights (options) exercisable from 18 May 2017 (following a 6 month retention period) and before the close of business on 17 November 2018 (after which date the Rights will lapse) at a zero exercise price; and (C) 15,896 2 Year Deferred Share Rights (options) exercisable from 18 May 2018 (following a 6month retentionperiod) and

• See chapter 19 for defined terms.

Appendix 3B Page 1

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before the close of business on 17 November 2019 (after which date the Rights will lapse) at a zero exercise price; and

(D) 16,892 3 Year Deferred Share Rights (options) exercisable from 18 May 2019 (following a 6 month retention period) and before the close of business on 17 November 2020 (after which date the Rights will lapse) at a zero exercise price; and

(E) 329,460 1 Year Deferred Share Rights (options) exercisable from 18 November 2016 and before the close of business on 17 November 2018 (after which date the Rights will lapse) at a zero exercise price; and

(F) 350,058 2 Year Deferred Share Rights (options) exercisable from 18 November 2017 and before the close of business on 17 November 2019 (after which date the Rights will lapse) at a zero exercise price; and

(G) 364,849 3 Year Deferred Share Rights (options) exercisable from 18 November 2018 and before the close of business on 17 November 2020 (after which date the Rights will lapse) at a zero exercise price; and

(H) 7,720 Vested Rights (options) automatically exercised on 18 November 2015 (these will be automatically exercised and the relating shares are then restricted in trust for 6 months)

(I) 1,794 1 Year Deferred Share Rights (options) automatically exercised on 18 November 2016 (these will be automatically exercised and the relating shares are then restricted in trust for 6 months)

(J) 1,906 2 Year Deferred Share Rights (options) automatically exercised on 18 November 2017 (these will be automatically exercised and the relating shares are then restricted in trust for 6 months) (K) 2,024 3 Year Deferred Share Rights (options) automatically exercised on 18 November 2018 (these will be automatically exercised and the relating shares are then restricted in trust for 6 months)

(L) 982,894 Performance Rights (options) exercisable from 18 November 2018 and before the close of business on 17 November 2020 (after which date the Rights will lapse) at a zero exercise price and subject to the following performance conditions:

• The Performance Rights will be granted in two equal tranches.

• • Tranche 1 (50% of the grant) will be subject to a relative TSR performance condition, with a Selected Financial Services comparator group; and

• Tranche 2 (50% of the grant) will be subject to a relative TSR performance condition, with a S&P/ASX50 comparator group; and

• • The proportion of Performance Rights that become exercisable will depend upon the

	TSR achieved by ANZ relative to the
	companies in the applicable comparator
	group for each tranche. Both tranches will
	be measured over the same period (since
	date of grant) and calculated as at the end
	of the three year performance period.
	Performance equal to the median TSR of
	the relevant comparator group will result in
	half of the Performance Rights for that
	tranche becoming exercisable. Each
	tranche is measured independently.
•	Performance above median will result in
	further Performance Rights for that tranche
	becoming exercisable, increasing on a
	straight-line basis until all of the
	Performance Rights for that tranche
	become exercisable where ANZ’s TSR is at
	or above the 75th percentile of TSR in the
	relevant comparator group. Where ANZ’s
	performance falls between two of the
	comparators TSR is measured on a pro-
	rata basis. The actual relative level of TSR,
	rather than simple ranking, will determine
	the level of vesting. An averaging
	calculation will be used for TSR over a 90
	trading day period for start and end values
	in order to reduce share price volatility.
Each TSR performance hurdle for the two
tranches of Performance Rights will only be
tested once at the end of the three year
performance period. The percentage of
Performance Rights in a tranche that vest as a
result of the TSR calculation will be fixed for the
duration of the exercise period. If the
Performance Rights do not pass the
performance hurdle on the testing date, or they
are	not exercised by the end of the exercise
period (5 years from the date of grant), they will
lapse.
(M)	13,303 Performance Rights (options)
exercisable from 18 May 2019 (following a 6
month retention period) and before the close of
business on 17 November 2020 (after which
date	the Rights will lapse) at a zero exercise
price and subject to the following performance
conditions:
•	The Performance Rights will be granted in
	two equal tranches.
•	Tranche 1 (50% of the grant) will be subject
	to a relative TSR performance condition,
	with a Selected Financial Services
	comparator group; and
•	Tranche 2 (50% of the grant) will be subject
	to a relative TSR performance condition,
	with a S&P/ASX50 comparator group; and
•	The proportion of Performance Rights that
	become exercisable will depend upon the
	TSR achieved by ANZ relative to the
	companiesinthe applicable comparator

• See chapter 19 for defined terms.

Appendix 3B Page 3

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group for each tranche. Both tranches will be measured over the same period (since date of grant) and calculated as at the end of the three year performance period. Performance equal to the median TSR of the relevant comparator group will result in half of the Performance Rights for that tranche becoming exercisable (following a 6 month retention period). Each tranche is measured independently. • Performance above median will result in further Performance Rights for that tranche becoming exercisable (following a 6 month retention period), increasing on a straightline basis until all of the Performance Rights for that tranche become exercisable (following a 6 month retention period) where ANZ’s TSR is at or above the 75th percentile of TSR in the relevant comparator group. Where ANZ’s performance falls between two of the comparators TSR is measured on a prorata basis. The actual relative level of TSR, rather than simple ranking, will determine the level of vesting. An averaging calculation will be used for TSR over a 90 trading day period for start and end values in order to reduce share price volatility. Each TSR performance hurdle for the two tranches of Performance Rights will only be tested once at the end of the three year performance period. The percentage of Performance Rights in a tranche that vest as a result of the TSR calculation will be fixed for the duration of the exercise period. If the Performance Rights do not pass the performance hurdle on the testing date, or they are not exercised by the end of the exercise period (5 years from the date of grant), they will lapse.

(N) 4,774 Performance Rights (options) automatically exercised on 18 November 2018 at a zero exercise price and subject to the following performance conditions:

• The Performance Rights will be granted in two equal tranches.

• Tranche 1 (50% of the grant) will be subject to a relative TSR performance condition, with a Selected Financial Services comparator group; and

• Tranche 2 (50% of the grant) will be subject to a relative TSR performance condition, with a S&P/ASX50 comparator group; and

• • The proportion of Performance Rights that become exercisable will depend upon the TSR achieved by ANZ relative to the companies in the applicable comparator group for each tranche. Both tranches will be measured over the same period (since date of grant) and calculated as at the end

	of the three year performance period.
	Performance equal to the median TSR of
	the relevant comparator group will result in
	half of the Performance Rights for that
	tranche becoming exercisable. Each
	tranche is measured independently.
•	Performance above median will result in
	further Performance Rights for that tranche
	becoming exercisable, increasing on a
	straight-line basis until all of the
	Performance Rights for that tranche
	become exercisable where ANZ’s TSR is at
	or above the 75th percentile of TSR in the
	relevant comparator group. Where ANZ’s
	performance falls between two of the
	comparators TSR is measured on a pro-
	rata basis. The actual relative level of TSR,
	rather than simple ranking, will determine
	the level of vesting. An averaging
	calculation will be used for TSR over a 90
	trading day period for start and end values
	in order to reduce share price volatility.
Each TSR performance hurdle for the two
tranches of Performance Rights will only be
tested once at the end of the three year
performance period. The percentage of
Performance Rights in a tranche that vest as a
result of the TSR calculation will be fixed and
automatically exercised, with the relating shares
then restricted in trust for a 6 month retention
period. If the Performance Rights do not pass
the performance hurdle on the testing date they
will lapse.
(O)	391,266 Performance Rights (options)
exercisable from 18 November 2018 and before
the	close of business on 17 November 2020
(after which date the Rights will lapse) at a zero
exercise price and subject to the following
performance conditions:
•	The Performance Rights will be granted in
	three equal tranches.
	o Tranche 1 (one third of the
	grant) will be subject to a relative
	TSR performance condition, with a
	Selected Financial Services
	comparator group; and
	o Tranche 2 (one third of the
	grant) will be subject to a relative
	TSR performance condition, with a
	S&P/ASX50 comparator group;
	and
	o Tranche 3 (one third of the
	grant) will be subject to an
	Absolute Compound Annual
	Growth Rate Total Shareholder
	Return (CAGR TSR) performance
	condition.
Tranches 1 & 2
•	The proportion of Performance Rights that
	become exercisablewilldepend uponthe

• See chapter 19 for defined terms.

Appendix 3B Page 5

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TSR achieved by ANZ relative to the companies in the applicable comparator group for tranches 1 and 2. Both tranches 1 & 2 will be measured over the same period (since date of grant) and calculated as at the end of the three year performance period. Performance equal to the median TSR of the relevant comparator group will result in half of the Performance Rights for that tranche becoming exercisable. Each tranche is measured independently. • Performance above median will result in further Performance Rights for that tranche becoming exercisable, increasing on a straight-line basis until all of the Performance Rights for that tranche become exercisable where ANZ’s TSR is at or above the 75th percentile of TSR in the relevant comparator group. Where ANZ’s performance falls between two of the comparators TSR is measured on a prorata basis. The actual relative level of TSR, rather than simple ranking, will determine the level of vesting.

Tranche 3

• The proportion of Performance Rights that become exercisable in Tranche 3 will depend upon the Absolute Compound Annual Growth Rate (CAGR) TSR achieved by ANZ relative to the CAGR TSR targets set by the Board of ANZBGL for this award measured over the three year performance period (commencing 18 November 2015).

• • Performance equal to 9% CAGR TSR will result in half the Performance Rights becoming exercisable (50% vesting).

• Performance above 9% CAGR TSR will result in further Performance Rights becoming exercisable, increasing on a straight-line basis until all of the Performance Rights become exercisable where ANZ’s CAGR TSR is 13.5% (100% vesting).

• Where ANZ’s performance falls between 9% and 13.5%, Absolute CAGR TSR is measured on a pro-rata basis.

• The Board retains discretion to adjust the Absolute CAGR TSR hurdle in exceptional circumstances to ensure that employees are neither advantaged nor disadvantaged by matters outside management’s control that materially affect achievement of the ATSR performance condition.

Tranches 1, 2 & 3

• An averaging calculation is used for TSR over a 90 trading day period for start and end values in order to reduce share price volatility.

• Each tranche will be assessed

independently; therefore the proportion of Performance Rights vesting in each Tranche will have no bearing on the proportion vesting in the other Tranches. • Each TSR performance hurdle for the three tranches of Performance Rights will only be tested once at the end of the three year performance period. The percentage of Performance Rights in a tranche that vest as a result of the TSR calculation will be fixed for the duration of the exercise period. If the Performance Rights do not pass the performance hurdle on the testing date, or they are not exercised by the end of the exercise period (5 years from the date of grant), they will lapse.

1. 4,524,058 fully paid ordinary shares Terms of the shares will be the same as the terms of existing ordinary shares

2. 4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities?

If the additional[+] securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• 2,561,202 options

Inapplicable, as no ANZ options are currently listed save that in the event of exercise the resulting ordinary shares issued will rank equally in all respects from the date of allotment with the existing class of quoted securities.

1. 4,524,058 fully paid ordinary shares

Yes

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

• 2,561,202 options – zero exercise price 2. Fully paid ordinary shares: 745,404 shares at $25.27

3,778,654 shares at $26.66

• 1) 2,561,202 options issued to employees for retention/incentive purposes.

• 2) 4,524,058 fully paid ordinary shares issued in connection with the ANZ Employee Share Acquisition Plan.

• See chapter 19 for defined terms.

Appendix 3B Page 7

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6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements	No
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• 7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

1. 2,561,202 options – 18/11/2015

2. Fully paid ordinary shares: 745,404 shares 11/11/2015

3,778,654 shares 23/11/2015

Cross reference: item 33 of Appendix 3B.

• 8 Number and +class of all +securities quoted on ASX ( including the +securities in section 2 if applicable)

Number	+Class
2,907,256,481 19,687,224 13,400,000 15,086,520 11,200,000 16,100,000 9,701,791	Fully paid ordinary shares Fully paid Convertible Preference Shares issued in 2009 (CPS2) Fully paid Convertible Preference Shares issued in 2011 (CPS3) ANZ Subordinated Notes ANZ Capital Notes 1 ANZ Capital Notes 2 ANZ Capital Notes 3
AUD1,450,000,000 Floating Rate TCD due May 2016 AUD775,000,000 6.75% Fixed Rate TCD due May 2016 USD1,250,000,000 2.05% Covered Bond due May 2020 CNY 2,500,000,000 4.75% Fixed Rate Subordinated Notes due January 2025 SGD500,000,000 3.75% Fixed Rate Subordinated Notes due Mar 2027 AUD200,000,000 4.75% Fixed Rate SubordinatedNotes dueMay2027

• See chapter 19 for defined terms.

Appendix 3B Page 9

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• Number +Class

• 9 Number and +class of all 7,570,825 Options on issue +securities not quoted on ASX ( including the +securities in section 2 if applicable)

• 10 Dividend policy (in the case of a 1. Not applicable trust, distribution policy) on the 2. Same as existing fully paid ordinary shares

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 11

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• 32 How do security holders dispose N/A of their entitlements (except by sale through a broker)?

• 33 +Issue date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1 (NB: this relates only to the fully paid ordinary shares described in Part 1)

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

ntities that have ticked box 34(b)
38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security)	N/A
	N/A
	N/A
	N/A

Number +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 13

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Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 01 December 2015 Company Secretary

Print name: John Priestley

== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

==> picture [414 x 462] intentionally omitted <==

----- Start of picture text -----

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid [+] ordinary
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary
securities cancelled during that 12 month
period
“A”
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 15

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

“C”

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15

Note: number must be same as shown in Step 2 Subtract “C” Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” [Note: this is the remaining placement capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E”

• See chapter 19 for defined terms.

Appendix 3B Page 17

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E”

Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E”

Note: this is the remaining placement capacity under rule 7.1A