Appendix 3B

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1
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

Options to subscribe for ordinary shares



2 Number of
+
securities issued or
to be issued (if known) or
maximum number which may
be issued

3,274,266 options





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)
(A) 47,488 Vested Rights (options)
automatically exercised on 22 May 2018, unless
further deferred (following a 6 month retention
period) at a zero exercise price; and
(B) 3,037 1 Year Deferred Share Rights
(options) automatically exercised on 22 May
2019, unless further deferred (following a 6
month retention period) at a zero exercise price;
and
(C) 3,211 2 Year Deferred Share Rights
(options) automatically exercised on 22 May
2020, unless further deferred (following a 6
month retention period) at a zero exercise price;
and
(D) 7,484 3 Year Deferred Share Rights

(options) automatically exercised on 22 May
2021, unless further deferred (following a 6
month retention period) at a zero exercise price;
and
(E) 7,914 4 Year Deferred Share Rights
(options) automatically exercised on 22 May
2022, unless further deferred (following a 6
month retention period) at a zero exercise price;
and
(F) 8,372 5 Year Deferred Share Rights
(options) automatically exercised on 22 May
2023, unless further deferred (following a 6
month retention period) at a zero exercise price;
and
(G) 4,836 6 Year Deferred Share Rights
(options) automatically exercised on 22 May
2024, unless further deferred (following a 6
month retention period) at a zero exercise price;
and
(H) 5,116 7 Year Deferred Share Rights
(options) automatically exercised on 22 May
2025, unless further deferred (following a 6
month retention period) at a zero exercise price;
and
(I) 108,818 1 Year Deferred Share Rights
(options) exercisable from 22 November 2018
and before the close of business on 21
November 2020 (after which date the Rights will
lapse), unless further deferred, at a zero
exercise price; and
(J) 115,059 2 Year Deferred Share Rights
(options) exercisable from 22 November 2019
and before the close of business on 21
November 2021 (after which date the Rights will
lapse), unless further deferred, at a zero
exercise price; and
(K) 152,999 3 Year Deferred Share Rights
(options) exercisable from 22 November 2020
and before the close of business on 21
November 2022 (after which date the Rights will
lapse), unless further deferred, at a zero
exercise price; and
(L) 7,764 4 Year Deferred Share Rights
(options) exercisable from 22 November 2021
and before the close of business on 21
November 2023 (after which date the Rights will
lapse), unless further deferred, at a zero
exercise price; and
(M) 582,528 1 Year Deferred Share Rights
(options) automatically exercised on 22
November 2018, unless further deferred, at a
zero exercise price; and
(N) 620,336 2 Year Deferred Share Rights
(options) automatically exercised on 22
November 2019, unless further deferred, at a
zero exercise price; and
(O) 706,787 3 Year Deferred Share Rights
(options) automatically exercised on 22
November 2020, unless further deferred, at a
zero exercise price; and
(P) 24,675 4 Year Deferred Share Rights

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3
(options) automatically exercised on 22
November 2021, unless further deferred, at a
zero exercise price; and
(Q) 467 3 Year Deferred Share Rights (options)
automatically exercised on 22 November 2020,
unless further deferred, (the relating shares will
be restricted in Trust for a 6 month retention
period) ; and
(R) 494 4 Year Deferred Share Rights (options)
automatically exercised on 22 November 2021,
unless further deferred, (the relating shares will
be restricted in Trust for a 6 month retention
period); and
(S) 522 5 Year Deferred Share Rights (options)
automatically exercised on 22 November 2022,
unless further deferred, (the relating shares will
be restricted in Trust for a 6 month retention
period); and
(T) 553 6 Year Deferred Share Rights (options)
automatically exercised on 22 November 2023,
unless further deferred, (the relating shares will
be restricted in Trust for a 6 month retention
period); and
(U) 585 7 Year Deferred Share Rights (options)
automatically exercised on 22 November 2024,
unless further deferred, (the relating shares will
be restricted in Trust for a 6 month retention
period); and
(V) 433,036 Performance Rights (options)
exercisable from 22 November 2020 and before
the close of business on 21 November 2022
(after which date the Rights will lapse), unless
further deferred, at a zero exercise price and
subject to the following performance conditions:
 The Performance Rights will be granted
in a single tranche subject to a relative
TSR performance condition with a
Select Financial Services comparator
group; and
o The proportion of Performance
Rights that become exercisable
will depend upon the TSR
achieved by ANZ relative to the
companies in the comparator
group, measured over the
period from the date of grant to,
and calculated as at, the end of
the three year performance
period.
o Performance equal to the
median TSR of the comparator
group will result in half of the
Performance Rights becoming
exercisable.
o Performance above median will
result in further Performance
Rights becoming exercisable,
increasing on a straight-line
basis until all of the
Performance Rights 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.
The TSR performance hurdle will only be tested
once at the end of the three year performance
period. The percentage of Performance Rights
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
performance hurdle on the testing date, or they
are not exercised by the end of the exercise
period (generally 5 years from the date of grant,
unless further deferred), they will lapse.
(W) 432,185 Performance Rights (options)
exercisable from 22 November 2020 and before
the close of business on 21 November 2022
(after which date the Rights will lapse), unless
further deferred, at a zero exercise price and
subject to the following performance conditions:
 The Performance Rights will be granted in
two tranches:
o Tranche 1 (75% of the grant)
will be subject to a relative TSR
performance condition with a
Select Financial Services
comparator group; and
o Tranche 2 (25% of the grant)
will be subject to an Absolute
Compound Annual Growth Rate
Total Shareholder Return (CAGR
TSR) performance condition.
Tranche 1
 The proportion of Performance Rights that
become exercisable in tranche 1 will
depend upon the TSR achieved by ANZ
relative to the companies in the comparator
group, measured over the period from the
date of grant to, 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 Performance Rights becoming
exercisable.
 Performance above median will result in
further Performance Rights for tranche 1
becoming exercisable, increasing on a
straight-line basis until all of the

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5
Performance Rights for that tranche
become exercisable where ANZ’s TSR is at
or above the 75th percentile of TSR 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.
Tranche 2
 The proportion of Performance Rights that
become exercisable in tranche 2 will
depend upon the Absolute Compound
Annual Growth Rate (CAGR) TSR achieved
by ANZ relative to the CAGR TSR targets
set by the Board of ANZBGL for this award
measured over the three year performance
period (commencing 22 November 2016).
 Performance equal to 9.5% CAGR TSR will
result in half the Performance Rights
becoming exercisable (50% vesting).
 Performance above 9.5% CAGR TSR will
result in further Performance Rights
becoming exercisable, increasing on a
straight-line basis until all of the
Performance Rights become exercisable
where ANZ’s CAGR TSR is 14.3% (100%
vesting).
 Where ANZ’s performance falls between
9.5% and 14.3%, Absolute CAGR TSR is
measured on a pro-rata basis.
 The Board retains discretion to adjust the
Absolute CAGR TSR hurdle in exceptional
circumstances to ensure that employees
are neither advantaged nor disadvantaged
by matters outside management’s control
that materially affect achievement of the
ATSR performance condition.

Tranches 1 and 2
 An averaging calculation is 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
performance hurdle on the testing date, or
they are not exercised by the end of the
exercise period (generally 5 years from the
date of grant, unless further deferred,), they
will lapse.
 Each tranche is measured independently.

*Disclaimer – please note ‘automatic
exercise’ on vest includes a small window
of 5 business days for administrative
purposes to allow the Share Plan
Administrator processing time


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
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.






5 Issue price or consideration

Zero exercise price









6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)



Options issued to employees for
retention/incentive purposes.




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
No


6b The date the security holder
resolution under rule 7.1A was
passed
N/A

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7
6c Number of
+
securities issued
without security holder approval
under rule 7.1
N/A


6d Number of
+
securities issued
with security holder approval
under rule 7.1A
N/A


6e Number of
+
securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)

N/A


6f Number of
+
securities issued
under an exception in rule 7.2
N/A


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.
N/A


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
N/A


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
N/A


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.
22/11/2017

Number
+
Class
8 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in
section 2 if applicable)



2,937,415,327


5,728,859



11,200,000

16,100,000

9,701,791

16,220,000

9,310,782

Fully paid ordinary
shares

Fully paid Convertible
Preference Shares
issued in 2011 (CPS3)

ANZ Capital Notes 1

ANZ Capital Notes 2

ANZ Capital Notes 3

ANZ Capital Notes 4

ANZ Capital Notes 5


USD1,250,000,000 2.05 per cent Covered Bond
due May 2020

CNY2,500,000,000 4.75 per cent Fixed Rate
Subordinated Notes due January 2025

SGD500,000,000 3.75 per cent Fixed Rate
Subordinated Notes due March 2027

AUD200,000,000 4.75 per cent Fixed Rate
Subordinated Notes due May 2027

USD 1,000,000,000 Perpetual Subordinated
Contingent Convertible Securities

AUD225,000,000 4.75 per cent Fixed Rate
Subordinated Notes due September 2032




Number
+
Class
9 Number and
+
class of all
+
securities not quoted on ASX
(including the
+
securities in
section 2 if applicable)

8,015,115

Options on issue




10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Not applicable

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9
Part 2 - Pro rata issue

11 Is security holder approval
required?

N/A


12 Is the issue renounceable or non-
renounceable?
N/A


13 Ratio in which the
+
securities
will be offered
N/A


14
+
Class of
+
securities to which the
offer relates
N/A


15
+
Record date to determine
entitlements
N/A



16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
N/A


17 Policy for deciding entitlements
in relation to fractions

N/A


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.
N/A


19 Closing date for receipt of
acceptances or renunciations
N/A

20 Names of any underwriters


N/A


21 Amount of any underwriting fee
or commission
N/A


22 Names of any brokers to the
issue


N/A


23 Fee or commission payable to the
broker to the issue
N/A

24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
N/A


25 If the issue is contingent on
security holders’ approval, the
date of the meeting
N/A


26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
N/A


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
N/A


28 Date rights trading will begin (if
applicable)
N/A


29 Date rights trading will end (if
applicable)


N/A


30 How do security holders sell
their entitlements in full through
a broker?
N/A


31 How do security holders sell part
of their entitlements through a
broker and accept for the
balance?
N/A



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


33
+
Issue date


N/A

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11
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


Entities that have ticked box 34(b)

38 Number of
+
securities for which
+
quotation is sought

N/A



39
+
Class of
+
securities for which
quotation is sought

N/A

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
N/A


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)

N/A



Number
+
Class
42 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in clause
38)



N/A N/A

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 13
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: 14 December 2017
Company Secretary


Print name: Simon Pordage

== == == == ==

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.

04/03/2013 Appendix 3B Page 15

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
Insert number 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]

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.

04/03/2013 Appendix 3B Page 17

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