Australia and New Zealand Banking Group Ltd. — Share Issue/Capital Change 2013

Dec 11, 2013

Appendix 3B New issue announcement

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.	2,236,237 options. 8,506 fully paid ordinary shares.
	1.2,236,237 options (A) 39,269 6 Month Deferred Share Rights (options) exercisable from 1 April 2014 and before the close of business on 31 March 2016 (after which date the Rights will lapse) at a zero exercise price; and (B) 192,539 1 Year Deferred Share Rights (options) exercisable from 22 November 2014 and before the close of business on 21 November 2016 (after which date the Rights will lapse) at a zero exercise price; and (C) 206,019 2 Year Deferred Share Rights (options) exercisable from 22 November 2015 and before the close of business on 21 November 2017 (after which date the Rights will lapse) at a zero exercise price; and (D) 297,941 3 Year Deferred Share Rights (options) exercisablefrom 22 November 2016

• See chapter 19 for defined terms.

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and	before the close of business on 21
November 2018 (after which date the Rights
will lapse) at a zero exercise price; and
(E)	1,447,285 Long Term Incentive (LTI)
Performance Rights (options) exercisable from
22	November 2016 and before the close of
business on 21 November 2018 (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

• See chapter 19 for defined terms.

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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. (F) 25,728 Deferred Share Rights (options) restricted for a period of 3 years and automatically exercised on 4 December 2016 at zero exercise price; and (G) 20,796 Deferred Share Rights (options) exercisable in three tranches, at a zero exercise price. The first tranche (15,530 options) is exercisable from 27 February 2014 and before the close of business on 26 February 2016, the second tranche (3,671 options) from 27 February 2015 and before the close of business on 26 February 2017 and the third tranche (1,595 options) from 27 February 2016 and before the close of business on 26 February 2018. (H) 2,118 Deferred Share Rights (options) exercisable in three tranches, at a zero exercise price. The first tranche (918 options) is exercisable from 20 August 2014 and before the close of business on 19 August 2016, the second tranche (983 options) from 20 August 2015 and before the close of business on 19 August 2017 and the third tranche (217 options) from 20 August 2016 and before the close of business on 19 August 2018. (I) 4,542 Deferred Share Rights (options) exercisable in three tranches, at a zero exercise price. The first tranche (1,438 options) is exercisable from 22 November 2014 and before the close of business on 21 November 2016, the second tranche (1,513 options) from 22 November 2015 and before the close of business on 21 November 2017 and the third tranche (1,591 options) from 22 November 2016 and before the close of business on 21 November 2018. 2. 8,506 fully paid ordinary shares Terms of the shares will be the same as the terms of existing ordinary shares.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in 1. 2,236,237 options all respects from the[+] issue date Inapplicable, as no ANZ options are currently with an existing[+] class of quoted listed save that in the event of exercise the +securities? resulting ordinary shares issued will rank equally in all respects from the date of allotment If the additional[+] securities do not with the existing class of quoted securities. rank equally, please state: • the date from which they do 2. 8,506 fully paid ordinary shares • the extent to which they Yes. 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 5 Issue price or consideration 1. 2,236,237 options – zero exercise price 2. Fully paid ordinary shares: 8,506 Shares at $23.71 6 Purpose of the issue 1. 2,236,237 options issued for incentive and/or (If issued as consideration for the retention purpose to new and existing acquisition of assets, clearly employees. identify those assets) 2. 8,506 fully paid ordinary shares issued in connection with the exercise of options. 6a Is the entity an[+] eligible entity that No 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 N/A resolution under rule 7.1A was passed 6c Number of +securities issued N/A without security holder approval under rule 7.1 6d Number of[+] securities issued with N/A security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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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 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. Cross reference: item 33 of Appendix 3B.	N/A
	N/A
	N/A
	N/A
	N/A
	1.i) 2,210,509 options - 22 November 2013 ii) 25,728 options – 4 December 2013 2. Fully paid ordinary shares: 1,506 Shares 26/11/2013 7,000 Shares 29/11/2013

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	2,731,487,380 10,812,124 19,687,224 13,400,000 15,086,520 11,200,000	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 issued in 2011 (CPS3) ANZ Subordinated Notes ANZCapital Notes
	AUD96,380,000 Floating Rate TCD due January 2014 AUD1,048,846,000 5.25% TCD due January 2014 AUD1,700,000,000 Floating Rate TCD due February 2014 AUD600,000,000 6.25% TCD due February 2014 AUD2,500,000,000 Floating Rate TCD due November 2014 AUD1,375,000,000 6.75% TCD due November 2014 USD1,500,000,000 1.00% Covered Bond due October 2015 USD750,000,000 Floating Rate Covered Bond due October 2015 AUD1,000,000,000 Floating Rate TCD due October 2015 AUD1,450,000,000 Floating Rate TCD due May 2016 AUD775,000,000 6.75%TCDdueMay2016

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all 6,062,817 Options on issue +securities not quoted on ASX ( including the +securities in section 2 if applicable) 750,000 2003 Redeemable Preference Shares (Series 2) 500,000 December 2004 Euro Preference Shares

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

• See chapter 19 for defined terms.

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

• See chapter 19 for defined terms.

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Entities 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) 42 Number and+class of all+securities quoted on ASX (_including_the +securities in clause 38)	N/A
	N/A
	N/A
	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 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: 12 December 2013

Company Secretary

Print name: John Priestley

== == == == ==

• See chapter 19 for defined terms.

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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

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”

• See chapter 19 for defined terms.

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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
Insertnumber 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]

• See chapter 19 for defined terms.

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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.

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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

• See chapter 19 for defined terms.

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