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

Nov 20, 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. 1,517,611 options number which may be issued 2. 5,457,437 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)

1.1,517,611 options (A) 51,241 Short Term Incentive 6 Month Deferred Share Rights (options) exercisable from 1 April 2012 and before the close of business on 31 March 2014 (after which date the Rights will lapse) at a zero exercise price; and (B) 143,711 Short Term Incentive 1 Year Deferred Share Rights (options) exercisable from 14 November 2012 and before the close of business on 13 November 2014 (after which date the Rights will lapse) at a zero exercise price; and

• See chapter 19 for defined terms.

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(C) 153,099 Short Term Incentive 2 Year
Deferred Share Rights (options) exercisable
from 14 November 2013 and before the close
of business on 13 November 2015 (after which
date the Rights will lapse) at a zero exercise
price; and
(D) 21,968 Short Term Incentive 3 Year
Deferred Share Rights (options) exercisable
from 14 November 2014 and before the close
of business on 13 November 2016 (after which
date the Rights will lapse) at a zero exercise
price; and
(E) 510,804 Long Term Incentive 3 Year
Deferred Share Rights (options) exercisable
from 14 November 2014 and before the close
of business on 13 November 2016 (after which
date the Options will lapse) at a zero exercise
price; and
(F) 586,925 Long Term Incentive (LTI)
Performance Rights (options) exercisable from
14 November 2014 and before the close of
business on 13 November 2016 (after which
date the Rights will lapse) at a zero exercise
price and subject to the following performance
conditions:
• the proportion of LTI Performance Rights
that become exercisable will depend upon
the TSR achieved by ANZ relative to the
companies in a comparator group,
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 comparator group will result in half of
the LTI Performance Rights becoming
exercisable; and
• performance above median will result in
further LTI Performance Rights becoming
exercisable, increasing on a straight-line
basis until all of the LTI Performance
Rights become exercisable where ANZ’s
TSR is at or above the 75th percentile of
TSRs in the 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;
theTSRperformancehurdlewillonly be tested

• See chapter 19 for defined terms.

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once at the end of the three year performance period. The percentage of LTI Performance Rights that vest as a result of the TSR calculation will be fixed for the duration of the exercise period. If the LTI 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. (G) 49,863 Deferred Share Rights (options) exercisable in four tranches, at a zero exercise price. The first tranche (13,989 options) is exercisable from 13 May 2013 and before the close of business on 13 May 2015, the second tranche (12,081 options) from 13 November 2013 and before the close of business on 13 November 2015, the third tranche (11,524 options) from 13 February 2013 and before the close of business on 13 February 2015 and the fourth tranche (12,269 options) is exercisable from 13 February 2014 and before the close of business on 13 February 2016. 2. 5,457,437 fully paid ordinary shares Terms of the shares will be the same as the terms of existing ordinary shares

• 4 Do the[+] securities rank equally in all 1. 1,517,611 options respects from the date of allotment with an existing[+] class of quoted Inapplicable, as no ANZ options are currently +securities? listed save that in the event of exercise the resulting ordinary shares issued will rank

• If the additional securities do not equally in all respects from the date of allotment rank equally, please state: with the existing class of quoted securities. • the date from which they do • the extent to which they 2. 5,457,437 fully paid ordinary shares participate for the next dividend, (in the case of a trust, Yes. 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

• 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)	1. 1,517,611 options – zero exercise price 2. Fully paid ordinary shares: 180,938 shares at $17.18 729,397 shares at $20.68 3,836,802 shares at $20.89 178,314 shares at $20.99 263,718 shares at $21.31 268,268 shares at $22.26
	1 i) 1,467,748 options issued to employees for retention/incentive purposes. ii) 49,863 options issued as a sign on equity buyout. 2 i) 910,335 fully paid ordinary shares issued on exercise of options ii) 41,704 fully paid ordinary shares issued to the trustee of the ANZ Employee Share Acquisition Plan to hold in trust for the following periods from the date of issue on 14/11/2011: •15,639 from 14/11/2011 to 10/05/2012 •10,900 from 14/11/2011 to 10/05/2013 •15,165 from 14/11/2011 to 10/05/2014 iii) 3,795,098 fully paid ordinary shares issued to the trustee of the ANZ Employee Share Acquisition Plan to hold in trust from the date of issue on 14/11/2011 until 13/11/2014. iv) 710,300 fully paid ordinary shares issued in connection with the ANZ Employee Share Acquisition Plan.

• See chapter 19 for defined terms.

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7 Dates of entering+securities into uncertificated holdings or despatch of certificates

1. 1,517,611 options – 14 November 2011 2. Fully paid ordinary shares: 27,822 shares 26/10/2011 289,070 shares 27/10/2011 46,605 shares 28/10/2011 47,141 shares 31/10/2011 17,206 shares 01/11/2011 13,663 shares 02/11/2011 1,573 shares 03/11/2011 796,415 shares 04/11/2011 114,000 shares 07/11/2011 6,202 shares 08/11/2011 51,095 shares 09/11/2011 179,823 shares 10/11/2011 3,866,822 shares 14/11/2011

8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	2,634,777,566* 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)

• Please note that the Appendix 3B lodged on 26 October 2011 was overstated by 2,038 shares due to a processing error at the share registry.

• 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)	8,238,571 750,000 500,000 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
	N/A
	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.

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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: 21 November 2011

Print name: John Priestley

== == == == ==

• See chapter 19 for defined terms.

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