Australia and New Zealand Banking Group Ltd. — Share Issue/Capital Change 2022

Dec 19, 2022

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

Date of this announcement

Tuesday December 20, 2022

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
ANZAA	OPTIONS/RIGHTS	2,782,565	13/12/2022

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

11005357522

1.3 ASX issuer code

ANZ

1.4 The announcement is

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New announcement

1.5 Date of this announcement

20/12/2022

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class")

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code and description

ANZAA : OPTIONS/RIGHTS

Date the +securities the subject of this notification were issued

13/12/2022

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Maile Carnegie	Maile Carnegie	73,144
Farhan Faruqui	Farhan Faruqui	73,144
Gerard Florian	Gerard Florian	67,290
Antony Strong	Antony Strong	43,888
Kathryn Van Der Merwe	Kathryn Van Der Merwe	60,854
Antonia Watson	Antonia Watson	64,884
Mark Whelan	Mark Whelan	85,432
Kevin Corbally	Kevin Corbally	54,182

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms

Refer to ANZ's 2022 Annual Report (pages 222 - 225) for details of the terms of ANZ's employee incentive schemes: https://www.anz.com/content/dam/anzcom/shareholder/2022-anz-annual-report.pdf

The unquoted options/rights (ANZAA) have a grant date of 22/11/2022, 234,316 of which are Performance Rights with vesting subject to the satisfaction of performance conditions, 301,852 are Restricted Share Rights. The remainder are Deferred Share Rights.

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Any other information the entity wishes to provide about the +securities the subject of this notification

Regarding Part 4:(i) at 19/12/22, the number of unquoted options/rights (ANZAA) is 7,024,446 with the discrepancy attributable to timing requirements for lodgement of certain ASX forms and (ii) the number of debt securities is automatically generated by ASX's online system and does not reflect the actual number of securities.

Issue details

Number of +securities

2,782,565

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Part 4 - +Securities on issue

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Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
ANZ : ORDINARY FULLY PAID	3,003,366,782
ANZHAY : 3.40% NOTES MAT 20-DEC-2039 MIN CONS $5HT N-C	13,250
ANZHBC : 1.809% NOTES MAT 16-SEP-2031	50,000
ANZPG : CAP NOTE 3-BBSW+4.70% PERP NON-CUM RED T-03-24	16,220,000
ANZHAU : 6.75% PERP SUB NOTES MIN.CONS. $5HT NC	50,000
ANZHBD : 4.500% NOTES MAT 02-DEC-2032	24,000
ANZPH : CAP NOTE 3-BBSW+3.80% PERP NON-CUM RED T-03-25	9,310,782
ANZPI : CAP NOTE 3-BBSW+3.00 PERP NON-CUM RED T-03-28	15,000,000
ANZHAV : 4.75% SUB MAT 7-SEP-2032 MIN.CONS. $5HT NC	11,250
ANZHAX : 1.125% NOTES MAT 21-NOV-2029 MIN CONS $5HT N-C	100,000
ANZHBB : 0.669% NOTES MAT 5-MAY-2031	75,000
ANZPJ : CAP NOTE 3-BBSW+2.70% PERP NON-CUM RED T-03-29	13,100,000
ANZPF : CAP NOTE 6-BBSW+3.60% PERP NON-CUM RED T-03-23	9,701,791
ANZHBA : 3.00% NOTES MAT 17-DEC-2040 MIN CONS $5HT NC	16,500
ANZHAZ : 2.92% NOTES MAT 22-DEC-2040 MIN CONS $5HT NC	9,750
ANZHAW : 0.625% NOTES MAT 21-FEB-2023 MIN CONS $5HT NC	75,000

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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ASX +security code and description ANZAA : OPTIONS/RIGHTS

Total number of +securities on issue 7,817,162

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

2,782,565

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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