Updated Trading in ANZ Securities Policy

Australia and New Zealand Banking Group Limited ABN 11 005 357 522
9 August 2019



Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
Sydney NSW 2000



Trading in ANZ Securities Policy


ANZ has made some minor amendments to its Trading in ANZ Securities Policy (principally the
addition of section 5g) following its scheduled review and encloses the amended Policy.

Yours faithfully


Simon Pordage
Company Secretary
Australia and New Zealand Banking Group Limited



























Company Secretary’s Office
ANZ Centre Melbourne, Level 9, 833 Collins Street, Docklands Vic 3008
GPO Box 254, MELBOURNE VIC 3001 AUSTRALIA
www.anz.com

Classification: External

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Trading in ANZ Securities Policy
Policy Owner: Chief Compliance Officer Version 7
Policy Level: Level 2 Global August 2019


The Trading in ANZ Securities Policy provides a globally consistent approach to Trading in ANZ Securities
by ANZ Directors and staff. This policy requires that ANZ Group requirements are complied with, and all
appropriate legal obligations are met, and individuals act with honesty and integrity. The purpose of this
policy is to put in place systems and processes aimed at preventing any insider trading, whether actual or
perceived, reinforcing our culture, to avoid the significant potential reputational damage to ANZ that any
such trading may cause, and uphold our code of conduct and ethics to maintain the trust to our
customers.
APPLICATION
This policy applies to all ANZ Directors, all Employees and Contractors of Australia and New Zealand
Banking Group Limited (ANZBGL) and its Controlled Entities, and all persons not falling within one of the
above categories who are directors of an ANZ Group Member (“Specified Directors”).

ANZ will comply with the minimum standards set out in this policy. In the event a legal obligation imposes
a higher standard or requirement on ANZ, the legal obligation will prevail over the applicable minimum
standard. Where local law in any jurisdiction places obligations or procedural requirements on
employees, which are in addition to the requirements in this Policy, employees must also comply with
those obligations or requirements.

POLICY DETAIL
OBLIGATIONS
Background
This section sets out:
 the obligations of all individuals to whom this policy applies;
 the additional obligations applicable to Restricted Persons (which includes Specified Directors
appointed at the request of an ANZ Group Member); and
 the additional obligations applicable to ANZ Directors and Group Executive Committee (ExCo)
members and direct reports to Group CEO.
Policy statements that apply to all individuals and their Associated Persons
1. Insider trading is illegal. Individuals will not Trade, or advise, procure or encourage another
person to Trade in ANZ Securities when in possession of Inside Information. For avoidance of
doubt, this applies even if:
a. the Trade occurs outside a Blackout Period;
b. the Trade is covered by an exception under section 5 of this policy where Pre-Trade
Approvals are exempted;
c. a Pre-Trade Approval or Special Circumstances Trading Application has been granted; or
d. this policy otherwise provides a clearance to Trade.
Inside information must not be disclosed or passed on to any other person by any individual other
than in connection with the proper carrying out of the individual’s ANZ role.
2. Individuals will maintain, and request that their Associated Persons maintain, records of all
Trading in ANZ Securities (including where applicable any related Pre-Trade Approvals or
approved Special Circumstances Trading Applications) for 12 months.

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3. On request by Compliance, a member of the Conflict of Interest Management Team or Internal
Audit, individuals will provide ANZ Securities Trading records for inspection.
4. Individuals will not, and must seek to ensure their Associated Persons do not, hedge interests that
have been granted to an individual under any ANZ employee equity plan that are either unvested
or subject to a holding lock.
Additional policy statements that apply to ANZ Directors, Restricted Persons and their
respective Associated Persons
5. ANZ Directors and Restricted Persons will obtain written Pre-Trade Approval before they or their
Associated Persons Trade in ANZ Securities, except in the following circumstances:

a. a disposal of ANZ Securities arising from the acceptance of an equal access share buy-back,
takeover offer or scheme of arrangement;
b. to elect to commence, cease or vary participation in ANZ's dividend reinvestment plan or
bonus option plan where such election is made outside a Blackout Period - provided the
election is not made at a time when the ANZ Director or Restricted Person is in possession of
Inside Information;
c. to acquire ANZ Securities under the ANZ annual incentive scheme;
d. to receive ANZ Securities given as a gift without a requirement for any payment (e.g. ANZ
Securities left to you in another person’s will);
e. indirect and incidental trading of ANZ Securities that occurs as a consequence of a dealing in
securities issued by a managed investment scheme, listed investment company, ETF or similar
investment vehicle, that is managed by a third party and that happens to hold as part of its
portfolio ANZ Securities;
f. to transfer ANZ Securities to another holding in your sole name or to an account in your sole
name within a superannuation fund;
g. to transfer ANZ Securities to a trading account in the name of a Close Family Member or a
company, trust or other entity wholly owned by you and/or a Close Family Member outside the
Blackout Periods;
h. to exercise ANZ deferred share rights or performance rights outside the Blackout Periods (i.e.
to “acquire and hold” the ANZ Securities that are the subject of the deferred share right). For
the avoidance of doubt, Pre-Trade Approval is required:
i. before disposing of the ANZ Securities acquired upon such exercise; and
ii. (via Special Circumstances Pre-Trade Approval) to exercise ANZ deferred share
rights or performance rights during Blackout Periods;
i. for a mandatory conversion of ANZ Securities (e.g. convertible notes) into ordinary shares -
the conversion itself must have been triggered automatically under the terms and conditions
of the applicable ANZ Security, without you or your Associated Person’s active participation
(including instruction);
j. for Associated Persons, if they are Trading in the scope of their own employment (e.g. an
Associated Person who is a stockbroker Trading in their professional capacity for a non-related
party); and
k. any additional exceptions determined by the Chief Compliance Officer, where applicable.
6. Request for Pre-Trade Approval will be obtained as follow:
a. ANZ Directors will seek written Pre-Trade Approval from the Chairman of the Board of ANZBGL
or, if the Chairman of the Board is not available, from the Chairman of the Audit Committee
(or in the case of the Chairman of the Board, from the Chairman of the Audit Committee).
b. Specified Directors, who are Restricted Persons, will apply for Pre-Trade Approval via the
Company Secretary of the relevant ANZ entity. The Company Secretary of the relevant entity

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will seek written Pre-Trade Approval on behalf of the Specified Director using the Pre-Trade
Approval portal and will advise the Specified Director of the outcome.
c. All other Restricted Persons (except Group CEO who is subject to the process for ANZ
Directors in 6a above) will seek written Pre-Trade Approval using the Pre-Trade Approval
portal. For all requests from Group Executive Committee (ExCo) members (except for Group
CEO) and direct reports to Group CEO, the Conflict of Interest Management Team will consult
one of the Chief Financial Officer, Chief Risk Officer or Group General Counsel when
determining an outcome.
7. Request for Pre-Trade Approval can be approved or declined by ANZ at its sole discretion, without
giving any reasons, and can be withdrawn if new information comes to light or there is a change
in circumstances. ANZ’s decision to decline a Pre-Trade Approval request is final and binding.
Where a request is declined, the outcome is considered confidential information and must not be
disclosed.
8. Any Pre-Trade Approval granted is not an endorsement of the proposed Trade. The person doing
the Trading is individually responsible for their investment decisions and compliance with insider
trading laws. Before Trading, individuals should consider carefully whether they are in possession
of any Inside Information, and if in any doubt, they should not Trade. If an individual comes into
possession of Inside Information after receiving Pre-Trade Approval, the individual must not Trade
despite having received the Pre-Trade Approval.
9. Where Pre-Trade Approval is granted, it will be effective for the Effective Period.
10. ANZ Directors and Restricted Persons will not, and must seek to ensure their Associated Persons
do not, Trade in ANZ Securities during Blackout Periods, unless one of the exceptions outlined in
section 5 applies, or a Special Circumstances Trading Application has been granted.
11. ANZ Directors and Restricted Persons will not, and must seek to ensure their Associated Persons
do not, engage in speculative Trading of ANZ Securities, specifically:
a. must not short-sell ANZ Securities;
b. must comply with the 30 days holding period, meaning if they buy (or sell) ANZ Securities,
they must not sell (or buy) any ANZ Securities until 30 calendar days have passed. This
prohibition does not apply to the cashless exercise of ANZ deferred share rights or
performance rights, or where a Special Circumstances Trading Application has been granted.
12. ANZ Directors and Restricted Persons will not use ANZ Securities in connection with a margin loan
or similar financing arrangements which may be subject to a margin call or loan-to-value ratio
breach.
13. ANZ Directors will provide details of all their dealings in ANZ Securities to ANZBGL’s Company
Secretary including any related information required under applicable listing rules to enable
ANZBGL to comply with its disclosure obligations regarding Trading by ANZ Directors.
SPECIAL CIRCUMSTANCES TRADING APPLICATIONS
Background
This section sets out the special circumstances in which disposal of ANZ Securities by ANZ Directors and
Restricted Persons (or their Associated Persons) that was previously declined or is otherwise prohibited by
this policy may be permitted with prior written approval.
Policy Statements
14. A Special Circumstances Trading Application may be sought where a need arises to dispose ANZ
Securities:
a. during a Blackout Period;
b. during a 30 days holding period (as described in section 11b); or
c. where a Pre-Trade Approval request has been declined,

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as a result of severe financial hardship, a pressing financial commitment that cannot be satisfied
otherwise than by disposing of ANZ Securities, or other exceptional circumstances.
15. Special Circumstances Trading Applications should be sought and will be considered on a case by
case basis via the process outlined in section 6 above.
16. In considering such an application, ANZBGL will have regard to:

a. whether the disposal would be likely to affect ANZBGL’s interest or reputation;
b. whether there is any actual or perceived Conflict of Interest; and
c. all other relevant factors, including the nature of the exceptional circumstances outlined in the
applicant’s request.
17. Approval or decline of a Special Circumstances Trading Application will generally be provided in
writing within 4 Business Days of receipt. Approvals will not be granted retrospectively, and if an
application is declined, that decision is final and binding on the person submitting the application,
and ANZBGL reserves the right not to give a reason for declining the Application.
18. Where a Special Circumstances Trading Application is approved, it will be effective for the
Effective Period.
ROLES AND RESPONSIBILITIES
ROLES AND RESPONSIBILITIES OF ANZ DIRECTORS
All ANZ Directors must be aware of their obligations arising from this policy and abide by these
obligations in conjunction with their obligations under the ANZBGL Non-Executive Directors Code of
Conduct and Ethics.

ROLES AND RESPONSIBILITIES OF ALL EMPLOYEES AND CONTRACTORS
All Employees and Contractors must be aware of their obligations arising from this policy and abide by
those obligations in conjunction with their obligations under the ANZBGL Code of Conduct and Ethics
(‘Code’). In addition, all Employees must comply with their obligations under the Code of Conduct to
declare upon commencement of employment and acknowledge annually that they understand the
principles of the Code (including in relation to this policy), have complied with them in the previous 12
months and agree to comply with them going forward.
ROLES AND RESPONSIBILITIES OF SPECIFIED DIRECTORS
All Specified Directors must be aware of their obligations arising from this policy and abide by these
obligations.
ROLES AND RESPONSIBILITIES OF COMPANY SECRETARY’S OFFICE
The Company Secretary’s Office is responsible for record keeping in relation to Pre-Trade Approval
applications and decisions in respect of ANZ Directors.
ROLES AND RESPONSIBILITIES OF COMPLIANCE
Compliance is responsible for:
 record keeping in relation to Pre-Trade Approval applications and decisions in respect of Restricted
Persons (with the exception of ANZ Directors), and in relation to any breaches of this policy by
them;
 seeking to ensure this policy is available on the ANZ intranet;
 circulating reminders in relation to Blackout Periods (including by email and on the ANZ Intranet);
and
 seeking to ensure that the process to decide whether to grant a Pre-Trade Approval application is
made on an informed basis.
POLICY BREACHES
All policy breaches must be immediately escalated to the Policy Owner. Breaches of this policy will be
investigated and will result in an appropriate consequence being applied. For Employees, this may include

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re-assessment of bonus qualification, prohibition from Trading and/or termination of employment or
engagement.
A breach of this policy may also be a contravention of relevant insider trading or other laws, which may
result in financial penalties and/or imprisonment.
LEGAL OBLIGATIONS
If, in performing duties under this policy, you complied with a legal obligation that was inconsistent with
this policy, you must report this inconsistency to your local compliance manager and to the Policy Owner.
POLICY EXEMPTIONS
All policy exemptions, including country level exemptions to a global policy, must be submitted for
approval to the Policy Owner using the Policy Exemption Form with a copy to Policy Governance. Country
level policies should only be developed where there are legal or regulatory requirements.
WHERE TO GET HELP
Contact your line manager, the Conflict of Interest Management Team or the Chief Compliance Officer. If
you are an ANZ Director, contact the Chairman of the Board of ANZBGL or ANZBGL’s Company Secretary.
GLOSSARY
Terms used in this policy are defined as follows:

ANZBGL/ANZ Group Policy Glossary
ANZ Director A person appointed to the Board of Directors of ANZBGL.
ANZ Group Member Means a member of the ANZ Group.
ANZ Security  a share or bond issued by ANZBGL or a Controlled Entity or a debenture
of ANZBGL or a Controlled Entity;
 any other security or financial product issued by ANZBGL or a Controlled
Entity that can be Traded on a financial market; or
 an option, derivative, future or warrant relating to any security or
financial product referred to above.
Associated Person
 a Close Family Member (defined as);
 a spouse/partner (including de facto or same sex partner) or
child (who is under 18 years of age) of the person; or
 a child (who is under 18 years of age) of the person's
spouse/partner, (including de facto or same sex partner); or
 a dependant of the person or of the person's spouse/partner,
(including de facto or same sex partner); or
 anyone else who is one of the person's family and may be
expected to influence the person, or be influenced by the
person, in the person's dealings with the Group or Securities,
or
 a company, trust or other entity the person or the person’s Close Family
Member controls or significantly influences.
Blackout Period The periods:
 from the date which is 14 days before the scheduled date for each
ANZBGL first quarter trading update and the third quarter trading
update through to midday on the Business Day following the
announcement of the trading update;
 from the later of the end of the 6th Business Day after the first

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quarter trading update or the end of the last day in February, through
to midday on the Business Day following the announcement of
ANZBGL’s half year/interim results;
 from the later of the end of the 6th Business Day after the third
quarter trading update or the end of the last day of August, through to
midday on the Business Day following the announcement of ANZBGL’s
full year/annual results; and
any additional periods determined by ANZBGL from time to time.
Business Day A day that is not a Saturday, a Sunday or a public holiday or bank holiday in
the place concerned.
Conflict Of Interest An actual, potential or perceived conflict of interest arises where the specific
duties or interests of a person or entity in respect of an outcome, are not
aligned with that person or entity’s obligations or duties to others to achieve a
different outcome.
Contractor Policy Glossary
Controlled Entity Policy Glossary
Effective Period  in the case of ANZ Directors: for such time as is determined by the
ANZBGL Chairman (or the Chairman of the Audit Committee, as
applicable); or
 in the case of all other individuals: two full Trading days. This period
relates to the time in which the individual is approved to Trade. For
avoidance of doubt, if approval is granted intraday, the Effective Period
for the approval will end at the close of business on the second Trading
day following the approval date.

All Trades must be executed by the end of the Effective Period.
Employee Policy Glossary
Inside Information Information that could be reasonably expected to have a material or
significant effect on the price or value of an ANZ Security and which is not
generally available.
Group Executive
Committee (ExCo)
Policy Glossary
Pre-Trade Approval Prior written approval to Trade in ANZ Securities.
Restricted Person  Any individuals determined by Compliance & Business Unit management
collectively (as stipulated in the Schedule maintained by Compliance)
who, because of their seniority or the nature of their position, are likely
to come into contact with key financial, operational, strategic or other
information about ANZBGL which, should it become generally available,
could be reasonably expected to have a material or significant effect on
the price or value of an ANZ Security. This includes Specified Directors
appointed at the request of an ANZ Group Member.
 Refer to the Restricted Person Schedules
Special Circumstances
Trading Application
An application by a Restricted Person to Trade in circumstances that would
otherwise be prohibited under this policy.
Specified Director Has the meaning given in the Application section.

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Trade/Trading of ANZ Securities means:
 buying, selling or applying for ANZ Securities or providing an
instruction to a third party to do so;
 entering into a contract to buy, sell or apply for ANZ Securities, or
procuring a third party to do so;
 entering into a contract for difference relating to ANZ Securities;
 entering into a contract to buy, sell or exercise a deferred share right
or performance right relating to ANZ Securities;
 the conversion of convertible ANZ Securities;
 exercising ANZ employee deferred share rights or performance rights;
 to elect to commence, cease or vary participation in ANZ’s dividend
reinvestment plan or bonus option plan; or
 spread betting in relation to an ANZ Security.