Australia and New Zealand Banking Group Ltd. — Share Issue/Capital Change 2011

Dec 19, 2011

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

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 1. Options to subscribe for ordinary shares issued 2. Fully paid ordinary shares 2 Number of[+] securities issued or to be issued (if known) or maximum 1. 339,692 options number which may be issued 2. 44,057,448 fully paid ordinary shares

3 Principal terms of the+securities (eg, 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)

1.339,692 options i) 13,268 Deferred Share Rights (options) restricted for a period of 3 years and automatically exercised on 5 December 2014 at zero exercise price. ii) (a) In accordance with the ANZ Share Option Plan (the “Option Plan”) a total of 326,424 Performance Rights (the “Options”) in ANZ were granted to Mr Michael Smith to acquire the same number of ordinary fully paid shares in ANZ, subject to: • the Rules of the Option Plan; • the conditions set out below(which

• See chapter 19 for defined terms.

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reflect the terms contained in ANZ’s Notice of 2011 AGM in respect of the grant to Mr Michael Smith which were approved by shareholders); (b) the exercise price payable on exercise of the Options is zero; (c) the Options granted to Mr Smith will vest three years from the date of allocation subject to the conditions set out below; (d) the Options are subject to the following performance condition: • the proportion of Options that become exercisable will depend upon the Total Shareholder Return (TSR) achieved by ANZ relative to the companies in a comparator group measured over the same period (since date of grant) and calculated at the end of the vesting period. Performance equal to the median TSR of the comparator group will result in half of the Options becoming exercisable. • performance above median will result in further Options becoming exercisable, increasing on a straight-line basis until all of the Options become exercisable where ANZ’s TSR is at or above the 75th percentile of TSRs in the comparator group. 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; (e) subject to the rules of the Option Plan, if Mr Michael Smith ceases employment with ANZ: • due to resignation: all unexercised Options will be forfeited; • due to termination on notice: all Options which have vested or which vest during the notice period will be retained and become exercisable; all remaining Options will vest and become exercisable, subject to the relevant time and performance conditions being satisfied; unless the Board determines otherwise • due to termination without notice: all unexercised Options will be forfeited (whether or not the Options have vested); or • due to death or total and permanent disablement: the performance condition will be waived and all unvested Options will vest;

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the date of allotment 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	(f) in the event of a takeover, scheme of arrangement or other change of control event occurring, the performance condition applying to the Options will be tested and the Options will vest based on the extent to which the performance condition is satisfied. No pro rata reduction in vesting will occur based on the period of time from the date of grant to the date of the change of control event occurring, and vesting will only be determined by the extent to which the performance condition is satisfied. Any Options which vest based on satisfaction of the performance condition will vest at a time (being no later than the final date on which the change of control event will occur) determined by the Board. Any Options which do not vest will lapse with effect from the date of the change of control event occurring, unless the Board determines otherwise; and (g) subject to satisfactorily meeting the performance hurdle the Options may be exercised after 16 December 2014 and before the close of business on 16 December 2016, after which date the Options will lapse. 2.44,057,448 fully paid ordinary shares Terms of the shares will be the same as the terms of existing ordinary shares	(f) in the event of a takeover, scheme of arrangement or other change of control event occurring, the performance condition applying to the Options will be tested and the Options will vest based on the extent to which the performance condition is satisfied. No pro rata reduction in vesting will occur based on the period of time from the date of grant to the date of the change of control event occurring, and vesting will only be determined by the extent to which the performance condition is satisfied. Any Options which vest based on satisfaction of the performance condition will vest at a time (being no later than the final date on which the change of control event will occur) determined by the Board. Any Options which do not vest will lapse with effect from the date of the change of control event occurring, unless the Board determines otherwise; and (g) subject to satisfactorily meeting the performance hurdle the Options may be exercised after 16 December 2014 and before the close of business on 16 December 2016, after which date the Options will lapse. 2.44,057,448 fully paid ordinary shares Terms of the shares will be the same as the terms of existing ordinary shares
	1.339,692 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. 2.44,057,448 fully paid ordinary shares Yes.

• See chapter 19 for defined terms.

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5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates	1. 339,692 options – zero exercise price 2. Fully paid ordinary shares: 2,510,255 shares at nil consideration 20,117 shares at $17.18 39,662,663 shares at $19.09 1,864,413 shares at $20.21
	1 i) 13,268 Deferred Share Rights issued to employees subject to the rules of the ANZ Share Option Plan and restricted for a period of 3 years from the date of grant. ii) 326,424 Performance Rights issued to Mr Michael Smith, Chief Executive Officer of ANZ for the purposes set out in the notice convening ANZ’s 2011 Annual General Meeting. 2 i) 20,117 fully paid ordinary shares issued on exercise of options. ii) 1,864,413 fully paid ordinary shares issued to trustee of the ANZ Employee Share Acquisition Plan and to be held in trust for 3 years from the date of grant to relevant employees. iii) 39,662,663 shares issued under Dividend Reinvestment Plan. iv) 2,510,255 shares issued under Bonus Option Plan.
	1i) 13,268 options – 05 December 2011 1ii) 326,424 options – 16 December 2011 2. Fully paid ordinary shares: 1,864,413 shares 05/12/2011 20,000 shares 08/12/2011 117 shares 12/12/2011 42,172,918 shares 16/12/2011

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	2,678,835,014 10,812,124 19,687,224 13,400,000	Fully paid ordinary shares Fully paid convertible preference shares issued in 2008 (CPS1) Fully paid Convertible Preference Shares issued in 2009 (CPS2) Fully paid Convertible Preference Shares issuedin 2011(CPS3)

• See chapter 19 for defined terms.

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AUD505m Floating Rate TCD due January 2012 AUD370m Floating Rate TCD due May 2012 AUD600m 5.25% TCD due May 2012 AUD340m 7.25% TCD due September 2012 AUD635m Floating Rate TCD due September 2012 AUD1,230m 8.5% TCD due April 2013 AUD1,150m Floating Rate TCD due April 2013 AUD2,350m Floating Rate TCD due July 2013 AUD250m 5.75% TCD due July 2013 AUD1,100m Floating Rate TCD due January 2014 AUD2,410m 5.25% TCD due January 2014 AUD1,700m Floating Rate TCD due February 2014 AUD600m 6.25% TCD due February 2014 AUD2,500 Floating Rate TCD due November 2014 AUD1,375m 6.75% TCD due November 2014 AUD1,000m Floating Rate TCD due October 2015 AUD1,450m Floating Rate TCD due May 2016 AUD550m 6.75% TCD due May 2016 AUD350m 6.50% Subordinated Notes due March 2017 AUD350m Floating Rate Subordinated Notes due March 2017 AUD100m 7.30% Subordinated Notes due August 2017 AUD100m Floating Rate Subordinated Notes due August 2017 AUD290m 7.75% Subordinated Notes due October 2017 AUD310m Floating Rate Subordinated Notes due October 2017 AUD365m Floating Rate Subordinated Notes due January 2018

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	8,519,398 750,000 500,000 9,000	Options on issue (there are no options approved for grant but not yet granted) 2003 Redeemable Preference Shares (Series 2) December 2004 Euro Preference Shares June 2007 Sterling Preference Shares
	1. Not applicable 2. Same as existing fully paid ordinary shares

Part 2 - Bonus issue or 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 issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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19 Closing date for receipt of acceptances or renunciations 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 prospectus or Product Disclosure Statement 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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	N/A
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	N/A
	N/A
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	N/A
	N/A
	N/A
	N/A
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	N/A

• See chapter 19 for defined terms.

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

• 38 Number of securities for which N/A +quotation is sought

• 39 Class of +securities for which N/A quotation is sought

• See chapter 19 for defined terms.

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• 40 Do the[+] securities rank equally in all N/A respects from the date of allotment 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) 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

N/A

Number +Class N/A N/A

• See chapter 19 for defined terms.

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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 not available now, 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: ............................................................ Company Secretary

Date: 20 December 2011

Print name: John Priestley

== == == == ==

• See chapter 19 for defined terms.

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