Australia and New Zealand Banking Group Ltd. — Share Issue/Capital Change 2015

Mar 4, 2015

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 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	ANZ Capital Notes 3
	9,701,791 ANZ Capital Notes 3

• See chapter 19 for defined terms.

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3 Principal terms of the[+] securities Refer to the ANZ Capital Notes 3 Prospectus lodged (e.g. if options, exercise price and with ASIC and ASX on 5 February 2015 expiry date; if partly paid ( Prospectus ) (in particular Section 1 “Investment +securities, the amount outstanding overview”, Section 2 “About ANZ Capital Notes 3” and due dates for payment; if and the Note Terms in Appendix A). +convertible securities, the conversion price and dates for Capitalised terms in this Appendix 3B have the conversion) meaning set out in the Prospectus. ANZ Capital Notes 3 are fully paid, convertible, redeemable and transferable, non-cumulative, perpetual, unsecured subordinated notes issued by ANZ acting through its New Zealand Branch.

On the first to occur of 24 March 2025 (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 3 then on issue into Ordinary Shares. ANZ may elect to Exchange all or some ANZ Capital Notes 3 on issue on 24 March 2023, 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 3 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 3 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 NonViability Trigger Event). If the ANZ Capital Notes 3 are not Converted within 5 Business Days for any reason (including an Inability Event) they will be Written Off, which means all rights in relation to those ANZ Capital Notes 3 will be terminated, and those Holders will not have their capital repaid. Holders of ANZ Capital Notes 3 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 terms.

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4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that 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 resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1	In a winding-up of ANZ, ANZ Capital Notes 3 rank ahead of Ordinary Shares, equally among themselves, equally with Equal Ranking Instruments (including ANZ Capital Securities) and behind all Senior Creditors of ANZ, including depositors. Holders’ rights in relation to ANZ Capital Notes 3 may be terminated where Conversion does not occur as required following a Trigger Event. For more information in relation to the ranking of ANZ Capital Notes 3 refer to Table 2 in Section 1.1 of the Prospectus.
	$100 per ANZ Capital Note 3
	ANZ will use the proceeds of the Offer for general corporate purposes.
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 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.	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	5 March 2015.

• 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
	2,765,980,222 19,687,224 13,400,000 15,086,520 11,200,000 16,100,000 9,701,791	Fully paid ordinary shares Fully paid Convertible Preference Shares issued in 2009 (CPS2) Fully paid Convertible Preference Shares issued in 2011 (CPS3) ANZ Subordinated Notes ANZ Capital Notes 1 ANZ Capital Notes 2 ANZ Capital Notes 3
	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% TCD due May 2016 CNY 2,500,000,000 4.75% per cent Fixed Rate Subordinated Notes due 30 January 2025

• 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 section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	6,472,499	Options on issue (there are no options approved for grant but not yet granted)
	Subject to the Payment Conditions and ANZ’s absolute discretion, Distributions are payable half-yearly in arrears on the Distribution Payment Dates (each 24 March and 24 September). The first Distribution Payment Date is scheduled to be 24 September 2015. 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 ANZ 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 for the purposes of the Corporations Act; or  APRA objects to the payment of the Distribution. Allpayments are subject to applicable law.

Part 2 - Pro rata issue

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

• See chapter 19 for defined terms.

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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	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• 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?	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• 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

Not applicable

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

• (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)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Number	+Class
	Not applicable

• 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: 5 March 2015

Company Secretary

Print name: John Priestley

== == == == ==

• See chapter 19 for defined terms.

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