Amended Appendix 3B

Australia and New Zealand Banking Group Limited ABN 11 005 357 522
9/833 Collins Street, Docklands Victoria 3008 Australia

5 December 2019

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




Amended Appendix 3B

Please find attached an Appendix 3B replacing that released on ASX at 4:17pm today.
The amended version contains updated descriptions in section 3 (sub points A – H).
Please note that no other changes have been made including to any of the numbers.

Yours faithfully




Simon Pordage
Company Secretary

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

2,690,694 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)
2,690,694 options
(A) 33,864 Vested Rights (options) automatically
exercised following a 12 month retention period
on 22 November 2020 (unless further deferred)
at a zero exercise price; and
(B) 2,060 1 Year Deferred Share Rights (options)
automatically exercised following a 12 month
retention period on 22 November 2021 (unless
further deferred) at a zero exercise price; and
(C) 2,184 2 Year Deferred Share Rights (options)
automatically exercised following a 12 month
retention period on 22 November 2022 (unless
further deferred) at a zero exercise price; and
(D) 5,375 3 Year Deferred Share Rights (options)
automatically exercised following a 12 month

retention period on 22 November 2023 (unless
further deferred) at a zero exercise price; and
(E) 5,697 4 Year Deferred Share Rights (options)
automatically exercised following a 12 month
retention period on 22 November 2024 (unless
further deferred) at a zero exercise price; and
(F) 6,038 5 Year Deferred Share Rights (options)
automatically exercised following a 12 month
retention period on 22 November 2025 (unless
further deferred) at a zero exercise price; and
(G) 3,645 6 Year Deferred Share Rights (options)
automatically exercised following a 12 month
retention period on 22 November 2026 (unless
further deferred) at a zero exercise price; and
(H) 3,862 7 Year Deferred Share Rights (options)
automatically exercised following a 12 month
retention period on 22 November 2027 (unless
further deferred) at a zero exercise price; and
(I) 104,277 1 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
(J) 110,494 2 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
(K) 182,074 3 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
(L) 542,892 1 Year Deferred Share Rights
(options) automatically exercised on 22
November 2020, unless further deferred, at a
zero exercise price; and
(M) 571,490 2 Year Deferred Share Rights
(options) automatically exercised on 22
November 2021, unless further deferred, at a zero
exercise price; and
(N) 728,408 3 Year Deferred Share Rights
(options) automatically exercised on 22
November 2022, unless further deferred, at a
zero exercise price; and
(O) 36,228 4 Year Deferred Share Rights
(options) automatically exercised on 22
November 2023, unless further deferred, at a
zero exercise price; and

(P) 264,081 Performance Rights (options) –
Tranche 1 - exercisable from 22 November 2023
and before the close of business on 21 November
2025 (after which date the Rights will lapse),
unless further deferred, at a zero exercise price
and subject to the following performance

conditions:

Performance Rights in Tranche 1 are subject
to a TSR Performance Hurdle which
compares ANZ performance over the
"Performance Period" to the performance of
a Comparator Group comprising key
competitors of ANZ (the Select Financial
Services (SFS) Comparator Group). This
hurdle is designed to encourage
performance in the top quartile of the
Comparator Group.

The number or proportion of Performance
Rights in Tranche 1 that may vest and
become exercisable will depend upon the
Total Shareholder Return ("TSR") achieved
by ANZ relative to the companies in the
Comparator Group, measured over the
period from the date of grant to, and
calculated by ANZ as at, the end of the
Performance Period, in accordance with the
following principles, unless the Board
determines otherwise:
 Performance equal to the median TSR of
the Comparator Group will result in half
the Performance Rights in Tranche 1
becoming exercisable (50% vesting).
 Performance above median will result in
further Performance Rights in Tranche 1
becoming exercisable, increasing on a
straight-line basis until all of the
Performance Rights in Tranche 1 become
exercisable where ANZ’s TSR is at or
above the 75th percentile of TSRs in the
Comparator Group (100% vesting).
 Where ANZ’s performance falls between
two of the comparators within the
Comparator Group, TSR is measured on
a pro-rata basis.
The actual relative level of TSR, rather than
simple ranking, will determine the level of
vesting.

(Q) 88,025 Performance Rights (options) -
Tranche 2 - exercisable from 22 November 2023
and before the close of business on 21 November
2025 (after which date the Rights will lapse),
unless further deferred, at a zero exercise price
and subject to the following performance
conditions:

Performance Rights in Tranche 2 are subject to
the Absolute CAGR TSR Performance Hurdle

which is based on an absolute measure of ANZ's
performance over the "Performance Period" (i.e.
not a relative measure).

The vesting of Performance Rights in Tranche 2
depends on the Absolute Compound Annual
Growth Rate ("CAGR") TSR achieved by ANZ
relative to the CAGR TSR targets set by the
Board. In particular:

 The proportion of Performance Rights in
Tranche 2 that become exercisable will
depend upon the CAGR TSR achieved by
ANZ relative to the CAGR TSR targets
set by the Board for this award
measured over the Performance Period
(commencing 22 November 2019).
 Performance equal to 8.5% CAGR TSR
will result in half the Performance
Rights in Tranche 2 becoming
exercisable (50% vesting).
 Performance above 8.5% CAGR TSR will
result in further Performance Rights in
Tranche 2 becoming exercisable,
increasing on a straight-line basis until
all of the Performance Rights in Tranche
2 become exercisable where ANZ’s
CAGR TSR is 12.75% (100% vesting).
 The Board retains discretion to adjust
the CAGR TSR hurdle in exceptional
circumstances to ensure that you are
neither advantaged nor disadvantaged
by matters outside management’s
control that materially affect
achievement of the Absolute CAGR TSR
Performance Hurdle.

Tranches 1 and 2

 The “Performance Period” is the four
year period commencing on the date of
grant of your PR Equity Award. (This is
the same period as the Deferral Period,
provided that the Board does not
exercise its discretion to defer vesting
for a further period or periods.
 ANZ will use an averaging calculation
for TSR over a 90 trading day period for
start and end values in order to reduce
share price volatility.
 Each tranche will be assessed
independently; therefore the proportion
of Performance Rights vesting in each
Tranche will have no bearing on the
proportion vesting in the other Tranche.
 Each performance hurdle will only be
tested once at the end of the

Performance Period (i.e. no retesting).
The percentage of Performance Rights
that vest in each tranche will be
determined by ANZ as soon as
practicable after the end of the
Performance Period and fixed for the
duration of the Exercise Period.
 The Exercise Period is the period of 2
years commencing on the Vesting Date.
If the Performance Rights do not pass
the hurdle on the testing date, or they
are not exercised by the end of the
Exercise Period the Performance Rights
will lapse.


*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
2,690,694 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

2,690,694 options – zero exercise price

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



2,690,694 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.
2,690,694 options – 22/11/2019










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



2,834,584,923


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

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

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

EUR1,000,000,000 1.125 per cent. Fixed Rate
Subordinated Notes due November 2029

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

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

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

6,934,994 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 N/A

of their entitlements (except by
sale through a broker)?


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: 5 December 2019
Company Secretary


Print name: Simon Pordage

== == == == ==