SRCB sale completion and on-market buy-back

Australia and New Zealand Banking Group Limited ABN 11 005 357 522
News Release
For release: 18 December 2017


ANZ completes sale of 20% stake in
Shanghai Rural Commercial Bank
- ANZ to buy-back $1.5bn shares as part of capital management plan -

ANZ today announced it has completed the sale of its 20% stake in Shanghai Rural
Commercial Bank (SRCB), originally announced in January 2017.

As part of the Group’s broader capital management plan, ANZ now intends to buy-back up
to $1.5 billion of shares on-market.

ANZ Chief Financial Officer Michelle Jablko said: “ANZ’s strong capital position combined
with the progress made in simplifying our business means we are now in a position to
commence returning surplus capital to shareholders while still complying with APRA’s
unquestionably strong capital requirements.”

ANZ’s CET1 capital ratios as at 30 September 2017 will remain broadly unchanged on a pro
forma basis with the ~40 basis point benefit from the completion of SRCB offsetting the
impact of the on-market share buy-back.

ANZ has already purchased ~$500 million shares on-market to neutralise the effect of the
dividend reinvestment program for both the interim and final 2017 dividends as well as the
impact of ANZ’s share-based employee compensation plans.


The divestment of non-core businesses, including the sale of our Australian life insurance
business last week, should provide ANZ with flexibility to consider further capital
management initiatives in the future.

ANZ will continue to manage its capital prudently. Further capital management initiatives
will only be undertaken while ensuring sufficient capital is available to support growth as
well as being subject to business conditions and regulatory approval after the actual receipt
of the relevant sale proceeds.

In order to comply with regulatory requirements, the purchase of shares will likely begin in
January 2018, subject to market conditions.

Retail shareholders can contact Computershare for further information on 1800 11
33 99 or +613 9415 4010.

For media enquiries contact:

Stephen Ries, +61 409 655 551


For analyst enquiries contact:

Cameron Davis, +61 421 613 819

---

Rule 3.8A
Appendix 3C

Announcement of buy-back
(except minimum holding buy-back)

Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/9/99. Origin: Appendix 7B. Amended 13/3/2000, 30/9/2001, 11/01/10


Name of entity ABN/ARSN
Australia and New Zealand Banking Group Limited
(the Company)

11 005 357 522

We (the entity) give ASX the following information.


Information about buy-back

1
Type of buy-back

On-market buy-back



2
+
Class of shares/units which is
the subject of the buy-back (eg,
ordinary/preference)

Ordinary



3 Voting rights (eg, one for one)

One for one



4 Fully paid/partly paid (and if
partly paid, details of how much
has been paid and how much is
outstanding)

Fully paid



5 Number of shares/units in the
+
class on issue

2,938,874,075



6 Whether shareholder/unitholder
approval is required for buy-back

No



7 Reason for buy-back




As part of the Company’s ongoing capital
management program
+
See chapter 19 for defined terms.

11/01/2010 Appendix 3C Page 1

8 Any other information material
to a shareholder’s/unitholder’s
decision whether to accept the
offer (eg, details of any proposed
takeover bid)




N/A


On-market buy-back

9 Name of broker who will act on
the company’s behalf

To be confirmed to ASX in an Appendix 3D prior
to commencement of the on-market buy-back



10
Deleted 30/9/2001.





11 If the company/trust intends to
buy back a maximum number of
shares - that number
Note: This requires a figure to be included, not
a percentage.

No specific number of shares, but the number of
shares required to achieve up to A$1,500,000,000
in value



12 If the company/trust intends to
buy back shares/units within a
period of time - that period of
time; if the company/trust
intends that the buy-back be of
unlimited duration - that
intention

During the period commencing on 2 January 2018
and ending on 21 December 2018.

The buy-back may cease earlier if the maximum
value of shares is bought back prior to the period
end date. The Company
reserves the right to
suspend or terminate the buy-back at any time.



13 If the company/trust intends to
buy back shares/units if
conditions are met - those
conditions



N/A

Employee share scheme buy-back

14 Number of shares proposed to be
bought back

N/A



15 Price to be offered for shares

N/A

Selective buy-back
16 Name of person or description of
class of person whose shares are
proposed to be bought back

N/A



17 Number of shares proposed to be
bought back

N/A



18 Price to be offered for shares

N/A

Equal access scheme
19 Percentage of shares proposed to
be bought back

N/A



20 Total number of shares proposed
to be bought back if all offers are
accepted

N/A



21 Price to be offered for shares

N/A



22
+
Record date for participation in
offer
Cross reference: Appendix 7A, clause 9.

N/A


Compliance statement

1. The company is in compliance with all Corporations Act requirements
relevant to this buy-back.

or, for trusts only:

1. The trust is in compliance with all requirements of the Corporations Act as
modified by Class Order 07/422, and of the trust’s constitution, relevant to
this buy-back.

2. There is no information that the listing rules require to be disclosed that has
not already been disclosed, or is not contained in, or attached to, this form.


Sign here: ............................................................ Date: 18 December 2017
(Company secretary)

Print name: Simon Pordage
+
See chapter 19 for defined terms.

11/01/2010 Appendix 3C Page 3