Appendix 3B

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

2,689,946 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)
2,689,946 options
(A) 37,550 Vested Rights (options) automatically
exercised on 22 November 2019, unless further
deferred (following a 12 month retention period)
at a zero exercise price; and
(B) 2,442 1 Year Deferred Share Rights (options)
automatically exercised on 22 November 2020,
unless further deferred (following a 12 month
retention period) at a zero exercise price; and
(C) 2,589 2 Year Deferred Share Rights (options)
automatically exercised on 22 November 2021,
unless further deferred (following a 12 month
retention period) at a zero exercise price; and
(D) 5,962 3 Year Deferred Share Rights (options)
automatically exercised on 22 November 2022,

unless further deferred (following a 12 month
retention period) at a zero exercise price; and
(E) 6,318 4 Year Deferred Share Rights (options)
automatically exercised on 22 November 2023,
unless further deferred (following a 12 month
retention period) at a zero exercise price; and
(F) 6,697 5 Year Deferred Share Rights (options)
automatically exercised on 22 November 2024,
unless further deferred (following a 12 month
retention period) at a zero exercise price; and
(G) 3,831 6 Year Deferred Share Rights (options)
automatically exercised on 22 November 2025,
unless further deferred (following a 12 month
retention period) at a zero exercise price; and
(H) 4,061 7 Year Deferred Share Rights (options)
automatically exercised on 22 November 2026,
unless further deferred (following a 12 month
retention period) at a zero exercise price; and
(I) 95,447 1 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
(J) 101,198 2 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
(K) 155,935 3 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
(L) 7,900 4 Year Deferred Share Rights (options)
exercisable from 22 November 2022 and before
the close of business on 21 November 2024 (after
which date the Rights will lapse), unless further
deferred, at a zero exercise price; and
(M) 434,395 1 Year Deferred Share Rights
(options) automatically exercised on 22
November 2019, unless further deferred, at a
zero exercise price; and
(N) 460,562 2 Year Deferred Share Rights
(options) automatically exercised on 22
November 2020, unless further deferred, at a
zero exercise price; and
(O) 583,749 3 Year Deferred Share Rights
(options) automatically exercised on 22
November 2021, unless further deferred, at a zero
exercise price; and
(P) 11,732 4 Year Deferred Share Rights (options)
automatically exercised on 22 November 2022,
unless further deferred, at a zero exercise price;
and
(Q) 368,808 Performance 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 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.
(R) 400,770 Performance 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 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
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 2018).
 Performance equal to 10% CAGR TSR will
result in half the Performance Rights
becoming exercisable (50% vesting).
 Performance above 10% 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 15% (100%

vesting).
 Where ANZ’s performance falls between 10%
and 15%, 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
2,689,946 options

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

2,689,946 options – zero exercise price









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



2,689,946 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



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.
2,689,946 options – 22/11/2018

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



2,867,823,118


11,200,000

16,100,000

9,701,791

16,220,000

9,310,782
Fully paid ordinary
shares

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

USD1,000,000,000 Perpetual Subordinated
Contingent Convertible Securities

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

EUR750,000,000 0.625 per cent. Fixed Rate Notes
due February 2023



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

7,359,473 Options on issue




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



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

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

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: 4 December 2018
Company Secretary


Print name: Simon Pordage

== == == == ==