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

Aug 15, 2017

Appendix 3B New issue announcement

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 ifthere 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

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• See chapter 19 for defined terms.

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3	Principal terms of the +securities	Principal terms of the +securities	Refer to the ANZ Capital Notes 5 Prospectus lodged with
	(e.g. if options,	exercise price and	ASIC and ASX on 16 August 2017 (Prospectus) (in
	expiry date;	if partly paid	particular Section 1 “Investment overview”, Section 2
	+securities, the amount outstanding		“About ANZ Capital Notes 5” and the Note Terms in
	and due dates for payment; if		Appendix A).
	+convertible securities, the conversion price and dates for conversion)		Capitalised terms in this Appendix 3B have the meaning set out in the Prospectus.
			ANZ Capital Notes 5 are fully paid, convertible,
			redeemable and resaleable, non-cumulative, perpetual,
			unsecured subordinated notes of ANZ.
			On the first to occur of 20 March 2027 (if the Mandatory
			Conversion Conditions are satisfied on that date) and the
			first Distribution Payment Date after that date on which
			the Mandatory Conversion Conditions are satisfied, ANZ
			must Convert all of the ANZ Capital Notes 5 then on
			issue into Ordinary Shares.
			ANZ may elect to Exchange all or some ANZ Capital
			Notes 5 on issue on 20 March 2025, where a Tax Event
			occurs, or where a Regulatory Event occurs. Exchange in
			these circumstances is subject to APRA’s prior written
			approval and certain conditions as described in Section
			2.3 of the Prospectus.
			ANZ must Convert all (but not some only) ANZ Capital
			Notes 5 on the occurrence of a Change of Control Event.
			Conditions may apply to any Conversion following a
			Change of Control Event. Details are set out in Section
			2.4 of the Prospectus.
			ANZ will be required to Convert a number of ANZ
			Capital Notes 5 into Ordinary Shares (subject to the
			Maximum Conversion Number) following the occurrence
			of a Trigger Event (which comprises a Common Equity
			Capital Trigger Event or a Non-Viability Trigger Event).
			If the ANZ Capital Notes 5 are not Converted within 5
			Business Days for any reason (including because of an
			Inability Event) they will be Written Off, which means all
			rights in relation to those ANZ Capital Notes 5 will be
			terminated, and those Holders will not have their capital
			repaid.
			Holders of ANZ Capital Notes 5 do not have any right to
			vote at meetings of members of ANZ. Holders have
			certain voting rights which can be exercised at a meeting
			of Holders.

• See chapter 19 for defined tenns.

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4 Do the "^securities rank equally in In a winding-up of ANZ, ANZ Capital Notes 5 all respects from the +issue date rank ahead of Ordinary Shares, equally among with an existing +class of quoted themselves, equally with Equal Ranking "^securities? Instruments (including ANZ Capital Securities) and behind all Senior Creditors of ANZ, If the additional +securities do not including depositors. rank equally, please state: • the date from which they do Holders’ rights in relation to ANZ Capital • the extent to which they Notes 5 may be terminated where Conversion participate for the next does not occur as required following a Trigger dividend, (in the case of a trust, Event. distribution) or interest payment • the extent to which they do not For more information in relation to the ranking rank equally, other than in of ANZ Capital Notes 5 refer to Section 1.3 of relation to the next dividend, the Prospectus. distribution or interest payment 5 Issue price or consideration $100 per ANZ Capital Note 5 6 Purpose of the issue ANZ will use the proceeds of the Offer to (If issued as consideration for the refinance CPS3 and for general corporate acquisition of assets, clearly purposes. identify those assets) 6a Is the entity an "'"eligible entity that Not applicable has obtained security holder approval under rule 7.1 A? If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix SB, and comply with section 6i

6b The date the security holder Not applicable resolution under rule 7.1 A was passed

6c Number of +securities issued Not applicable without security holder approval under rule 7.1

6d Number of +securities issued with Not applicable

security holder approval under mle 7.1A

• See chapter 19 for defined terms.

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6e Number of “^securities issued with Not applicable
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f Number of+securities issued under Not applicable
an exception in rule 7.2
6g If +securities issued under rule Not applicable
7.1 A, 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 Not applicable
rule 7.1 A for non-cash
consideration, state date on which
valuation of consideration was
released to ASX Market
Announcements
6i Calculate the entity’s remaining Not applicable
issue capacity under rule 7.1 and
rule 7.1 A - complete Annexure 1
and release to ASX Market
Announcements
7 +Issue dates ANZ Capital Notes 5 are expected to be issued
Note: The issue date may be prescribed by ASX September 2017.
(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.
Cross reference: item 33 of Appendix 3B. _________
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• See chapter 19 for defined terms.

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		Number		+Class
8	Number and +class of all		2,937,415,327	Fully paid ordinary
	+securities quoted on ASX			shares
	(including the "^securities in section
	2 if applicable)		13,400,000	Fully paid Convertible
				Preference Shares
				issued in 2011 (CPS3)
				ANZ Capital Notes 1
			11,200,000
				ANZ Capital Notes 2
			16,100,000
				ANZ Capital Notes 3
			9,701,791
				ANZ Capital Notes 4
			16,220,000

USD 1,250,000,000 2.050 per cent Covered Bond due May 2020 CNY2,500,000,000 4.75 per cent Fixed Rate Subordinated Notes due 30 January 2025 SGD500,000,000 3.75 per cent Fixed Rate Subordinated Notes due March 2027 AUD200,000,000 4.75 per cent Fixed Rate Subordinated Notes due May 2027 USD 1,000,000,000 Perpetual Subordinated Contingent Convertible Securities

• See chapter 19 for defined terms.

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		Number	+Class
9	Number and +class of all	7,245,488 Options on issue
	+securities not quoted on ASX		(there are no options
	(including the +securities in		approved for grant but
	section 2 if applicable)		not yet granted)
10	Dividend policy (in the case of a	Subject	to the Payment Conditions and ANZ’s
	trust, distribution policy) on the increased capital (interests)	absolute discretion, Distributions are payable quarterly in arrears on the Distribution Payment
		Dates (each 20 December, 20 March, 20 June,
		and 20	September). The first Distribution
		Payment Date is scheduled to be 20 December
		2017.
		The payment of each Distribution is subject to
		ANZ’s	absolute discretion and no Payment
		Condition existing in respect of the relevant
		Distribution Payment Date.
		A Payment Condition will exist where:
		•	the payment of Distributions will result
			in ANZ (on a Level 1 basis) or the
			Group (on a Level 2 basis or, if
			applicable, a Level 3 basis) not
			complying with APRA’s then current
			capital adequacy requirements;
		•	the payment of Distributions would
			result in ANZ becoming, or being
			likely to become, insolvent forthe
			purposes of the Corporations Act; or
		•	APRA objects to the payment of the
			Distribution.
		All payments are subject to applicable law.

- Part 2 Pro rata issue

11	Is security holder	approval	Not applicable
	required?
12	Is the issue renounceable	or non-	Not applicable
	renounceable?

• See chapter 19 for defined terms.

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13	Ratio in which the +securities will	Ratio in which the +securities will	Not applicable
	be offered
14	+Class of Securities to which	the	Not applicable
	offer relates
15	+Record date to determine		Not applicable
	entitlements
16	Will holdings on different registers		Not applicable
	(or subregisters) be aggregated	for
	calculating entitlements?
17	Policy for deciding entitlements in		Not applicable
	relation to fractions
18	Names of countries in which	the	Not applicable
	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	Not applicable
	acceptances or renunciations

• See chapter 19 for defined terms.

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20	Names of anyunderwriters	Not applicable
21	Amount of any underwriting fee or	Not applicable
	commission
22	Names of anybrokers to the issue	Not applicable
23	Fee or commission payable to the	Not applicable
	broker to the issue
24	Amount of any handling fee	Not applicable
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on security	Not applicable
	holders’ approval, the date of the
	meeting
26	Date entitlement and acceptance	Not applicable
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options, and	Not applicable
	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	Not applicable
	applicable)
29	Date rights trading will end (if	Not applicable
	applicable)
30	How do security holders sell their	Not applicable
	entitlements in full through a
	broker?
31	How do security holders sell part of	Not applicable
	their entitlements through a broker
	and accept for the balance?

• See chapter 19 for defined terms.

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

Not applicable

• 33 +Issue date

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- Part 3 Quotation of securities

You need only complete this section ifyou are applyingfor quotation ofsecurities

• 34 Type of+securities {tick one)

• (a) Securities 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 I I 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 I I If the Securities are +equity securities, a distribution schedule of the additional I----- ' 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

• See chapter 19 for defined tenns.

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Entities that have ticked box 34(b)

38	Number of +securities for which	Not applicable
	"Quotation is sought
39	+Class of Securities for which	Not applicable
	quotation is sought
40	Do the Securities rank equally in all	Not applicable
	respects from the Sssue date with an
	existing Slass 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 interestpayment
	• 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	Not applicable
	now
	Example: In the case of restricted securities, end of
	restriction period
	(if issued upon conversion of
	another Security, clearly identify
	that other Security)
		Number	+Class
42	Number and Slass of all Securities	Not applicable
	quoted on ASX (including the
	Securities in clause 38)

• See chapter 19 for defined tenns.

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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.

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• See chapter 19 for defined tenns.

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