Australia and New Zealand Banking Group Ltd. — Capital/Financing Update 2017

Sep 27, 2017

News Release

For release: 28 September 2017

ANZ issues ANZ Capital Notes 5 and completes the CPS3 Buy-Back Facility

ANZ today announced it has raised approximately $931 million of Additional Tier 1 Capital by issuing approximately 9.31 million ANZ Capital Notes 5 (ANZPH) ( Notes ) at $100 each.

The CPS3 Buy-Back has settled with all Participating CPS3 sold on-market through the Buy-Back Facility for $100 each. Approximately $767 million of the Participating CPS3 have been purchased on-market on behalf of ANZ and cancelled, and as a result approximately $573 million of CPS3 remain on issue (until redeemed or converted at a future date in accordance with the CPS3 terms).

Allocation Policy

All valid applications under the ANZ Securityholder Offer and the Broker Firm Reinvestment Offer have been accepted in full.

Applications which were invalid or accompanied by cheques that were subsequently dishonoured, and online Applications for which BPAY[®] payments were not received, have not received an allocation of Notes.

ANZ Securityholder Applicants can obtain information about their allocation of Notes by calling the ANZ Information Line on the numbers provided at the end of this announcement and quoting their SRN or HIN.

Broker Firm Applicants should confirm their allocation of Notes with their Syndicate Broker.

ASX Trading

The Notes are expected to commence trading on ASX on a deferred settlement basis tomorrow at approximately 10:00am (AET) under the ASX code of “ANZPH”.

All Applicants are responsible for confirming the number of Notes allocated to them prior to selling any Notes. Applicants who sell Notes before receiving their Confirmation Statement do so at their own risk.

Trading is expected to commence on a normal settlement basis on 6 October 2017.

Confirmation Statements and refund cheques

Confirmation Statements which set out the number of Notes issued to each Applicant, and refund cheques for Application Payments from unsuccessful Applicants, are expected to be despatched by 5 October 2017.

Australia and New Zealand Banking Group Limited ABN 11 005 357 522

Distribution Rate

The Distribution Rate for the first Distribution Period from (and including) the Issue Date of 28 September 2017 to (but excluding) the first Distribution Payment Date (which is expected to be 20 December 2017) is 3.8570%. The Distribution Rate is calculated as follows:

follows:
90 day BBSW Rate on 28 September 2017 (first Business Day of the Distribution Period)	1.7100%
_Plus_Margin	3.8000%
	5.5100%
Multiplied by(1–the 30% Tax Rate)	0.7
Distribution Rate	3.8570%

This Distribution Rate equates to a fully franked Distribution amount of $0.8771 in respect of each Note which, subject to ANZ’s absolute discretion and no Payment Condition existing in respect of the Distribution Payment Date, is expected to be paid on 20 December 2017. This amount and other relevant details are set out below:

Distribution in respect of each Note	$0.8771
Distribution Payment Date	20 December 2017
Record date	12 December 2017
Number of days in the Distribution Period	83

Following the first Distribution Period, the Distribution Rate for the Notes will be reset quarterly and announced on ASX.

Maximum Conversion Number

The Issue Date VWAP has been calculated as $29.70. Accordingly, the Maximum Conversion Number has been set initially at:

• in the case of a Conversion occurring on a Mandatory Conversion Date, 6.7340 ANZ Ordinary Shares per Note; and

• in the case of a Conversion occurring at any other time, 16.8350 ANZ Ordinary Shares per Note.

For details about the calculation of these numbers and how they affect the Notes, see the ANZ Capital Notes 5 Prospectus dated 24 August 2017 ( Prospectus ) which is available online from the ANZ Shareholder Centre section of www.anz.com.

Holders of ANZ Capital Notes 5

The twenty largest holders of Notes are detailed in Attachment A to this announcement.

The distribution schedule of the Notes is set out in Attachment B to this announcement.

Participation by ANZ directors and associates in the Offer

There were no Notes issued to ANZ directors or their associates pursuant to the Offer.

Newspaper advertisements

Tomorrow ANZ will advertise in the Australian Financial Review and The Australian the basis of allocation of Notes. A copy of this advertisement is set out in Attachment C to this announcement.

ANZ Capital Notes 5 Class Ruling

The Australian Taxation Office ( ATO ) has advised that it expects to release a Class Ruling in respect of the Notes in October 2017. The Class Ruling is expected to be consistent with the Taxation Summary contained in Section 7 of the Prospectus.

Once it is published, a copy of the Class Ruling will be available from the ANZ Shareholder Centre section of www.anz.com or the ATO website (www.ato.gov.au) by searching in the ATO’s Legal Database.

Unless otherwise defined, capitalised terms in this announcement have the meaning given to them in the Prospectus.

For investor enquiries, please contact the ANZ Information Line on 1800 113 399 (Australia) or +61 3 9415 4010 (international) between 8.30am and 5.30pm (AET) Monday to Friday.

For media enquiries only contact:

Stephen Ries, +61-409-655-551

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR

INTO THE U.S. This statement does not constitute an offer of any securities for sale. The securities offered will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Attachment A

T O P   2 0   H O L D E R S

AUSTRALIA and NEW ZEALAND BANKING GROUP

CLASS: PH	/CAPITAL NOTES 5 2017
HOLDER NO	NAME AND ADDRESS	UNITS	% I/C	RANK
	HSBC CUSTODY NOMINEES	626,165	6.73	1
	(AUSTRALIA) LIMITED
	NULIS NOMINEES (AUSTRALIA)	86,411	0.93	2
	LIMITED
	<NAVIGATOR MAST PLAN SETT A/C>
	NAVIGATOR AUSTRALIA LTD	86,065	0.92	3
	<MLC INVESTMENT SETT A/C>
	DIMBULU PTY LTD	85,000	0.91	4
	LONGHURST MANAGEMENT SERVICES	83,246	0.89	5
	PTY LTD
	CITICORP NOMINEES PTY LIMITED	81,655	0.88	6
	BNP PARIBAS NOMS PTY LTD	80,696	0.87	7
	<DRP>
	JMB PTY LIMITED	70,000	0.75	8
	J P MORGAN NOMINEES AUSTRALIA	66,852	0.72	9
	LIMITED
	NETWEALTH INVESTMENTS LIMITED	57,825	0.62	10
	<WRAP SERVICES A/C>
	EASTCOTE PTY LTD	50,000	0.54	11
	<VAN LIESHOUT FAMILY A/C>

FEDERATION UNIVERSITY	50,000	0.54	12
AUSTRALIA
RANDAZZO C & G DEVELOPMENTS	50,000	0.54	13
PTY LTD
KAPTOCK PTY LTD	48,745	0.52	14
NETWEALTH INVESTMENTS LIMITED	44,299	0.48	15
<SUPER SERVICES A/C>
MR RONALD MAURICE BUNKER	40,000	0.43	16
G C F INVESTMENTS PTY LTD	39,861	0.43	17
IOOF INVESTMENT MANAGEMENT	37,979	0.41	18
LIMITED
<IPS SUPER A/C>
SIR MOSES MONTEFIORE JEWISH	33,000	0.35	19
HOME
<INCOME A/C>
AUSTRALIAN EXECUTOR TRUSTEES	31,677	0.34	20
LIMITED
<NO 1 ACCOUNT>
*** REPORT TOTAL ***	1,749,476	18.79
*** REMAINDER ***	7,561,306	81.21
	-----------------------
*** GRAND TOTAL ***	9,310,782	100.00
	=======================

Attachment B

Range Of Units Summary

AUSTRALIA and NEW ZEALAND BANKING GROUP/ANZ

		1	1001	5001	10001	100001	* TOTAL *
		to	to	to	to	to
		1000	5000	10000	100000	(MAX)
PH		/CAPITAL	NOTES 5 2017
	Holders
	Issuer	681	79	5	6		771
	NZL-N	1					1
	Chess	10469	1033	60	50	1	11613
	Total	11151	1112	65	56	1	12385
	Units
	Issuer	194654	199511	39415	132910		566490
	NZL-N	200					200
	Chess	3721327	2299341	455884	1641375	626165	8744092
	Total	3916181	2498852	495299	1774285	626165	9310782

TOTAL HOLDERS FOR CLASSES SELECTED12385
TOTAL UNITS FOR CLASSES SELECTED  9,310,782

Attachment C

IMPORTANT NOTICE TO ALL APPLICANTS UNDER THE

ANZ CAPITAL NOTES 5 OFFER Australia and New Zealand Banking Group Limited ( ANZ ) has closed the offer of ANZ Capital Notes 5 (ASX code “ANZPH”) ( Offer ), raising approximately $931 million of Additional Tier 1 Capital. Approximately 9.31 million ANZ Capital Notes 5 ( Notes ) have been issued at $100 each.

ANZ CAPITAL NOTES 5 ALLOCATION POLICY

ANZ Securityholder Offer : all valid reinvestment applications from Eligible CPS3 Holders under the ANZ Securityholder Offer to participate in the Buy-Back Facility have been accepted in full. All other valid applications for Notes under the ANZ Securityholder Offer have been accepted in full.

Broker Firm Reinvestment Offer: all valid reinvestment applications from Eligible CPS3 Holders under the Broker Firm Reinvestment Offer to participate in the Buy-Back Facility have been accepted in full.

ANZ Securityholder Applicants can obtain information about their allocation of Notes by calling the ANZ Information Line on the numbers provided below and quoting their SRN or HIN. Broker Firm Applicants should confirm their allocation of Notes with their Syndicate Broker.

Applications which were invalid or accompanied by cheques that were subsequently dishonoured and online Applications for which Bpay® payments were not received have not received an allocation of Notes.

ASX TRADING

The Notes are expected to commence trading on the ASX on a deferred settlement basis today at approximately 10:00am (AET) under the ASX code “ANZPH”.

Trading of Notes is expected to commence on a normal settlement basis on 6 October 2017.

All Applicants are responsible for confirming the number of Notes allocated to them prior to selling any Notes. Applicants who sell Notes before receiving their Confirmation Statement do so at their own risk.

FURTHER INFORMATION

For further information on the Offer visit capitalnotes5.anz.com or call the ANZ Information Line on 1800 113 399 (within Australia) or +61 3 9415 4010 (international) between 8:30am and 5:30pm (AET) Monday to Friday.

The Offer was made under a Prospectus dated 24 August 2017.

CONFIRMATION STATEMENTS AND REFUND CHEQUES

Confirmation Statements which set out the number of Notes issued to each Applicant, and refund cheques for Application Payments from unsuccessful Applicants, are expected to be despatched by 5 October 2017.

anz.com

Australia and New Zealand Banking Group Limited ABN 11 005 357 522

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Unless otherwise defined capitalised terms in this advertisement have the same meaning given to them in the Prospectus dated 24 August 2017. This advertisement contains general information only and does not take into account the investment objectives, financial situation or particular needs of any investor (including financial and tax issues). Investors should seek professional guidance with takes into account their particular investment objectives, financial situation and needs from a professional adviser who is licensed by ASIC to give such advice. Notes have not been, and will not be, registered under the US Securities Act of 1933, as amended ( US Securities Act ) or the securities laws of any state of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, a US person (as defined in the US Securities Act). Notes are higher risk than deposits, are not deposit liabilities of ANZ, are not guaranteed, insured or protected accounts and give holders no claim on ANZ except as provided in their terms. Your investment is subject to investment risk, including possibly delays in repayment and loss of your investment. You may lose some or all of your money. ANZ does not guarantee the value or performance of Notes.

® Registered to BPAY Pty Limited (ABN 69 079 137 518)