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

1. Options to subscribe for ordinary shares
2. Fully paid ordinary shares


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

1. 168,066 options
2. 1,592,499 fully paid ordinary shares

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)
1. 168,066 options
168,066 Performance Rights (options)
exercisable from 17 December 2023 and before
the close of business on 16 December 2025
(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 Total
Shareholder Return (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 four year
performance period from 22 November
2019 to, and calculated as at, the end of
the four year performance period (close of
business on 21 November 2023).
 Performance equal to the median TSR of
the comparator group will result in half of
the Performance Rights becoming
exercisable on 17 December 2023.
 Performance above median will result in
further Performance Rights for tranche 1
becoming exercisable on 17 December
2023, 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 ANZ for this award
measured over the four year performance
period (commencing 22 November 2019).
 Performance equal to 8.5% CAGR TSR will
result in half the Performance Rights
becoming exercisable (50% vesting) on 17
December 2023.

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3



 Performance above 8.5% 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 12.75% (100%
vesting) on 17 December 2023.
 Where ANZ’s performance falls between
8.5% and 12.75%, 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 four year
performance period. The percentage of
Performance Rights in a tranche that vest
as a result of the TSR calculation will be
fixed. If the Performance Rights do not
pass the performance hurdle on the testing
date, they will lapse.
 Each tranche is measured independently.

2. 1,592,499 fully paid ordinary shares
Terms of the shares will be the same as the
terms of existing ordinary shares.

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
1. 168,066 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.

2. 1,592,499 fully paid ordinary shares

Yes


5 Issue price or consideration

1. 168,066 options – zero exercise price
2. 1,592,499 fully paid ordinary shares at nil
consideration




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






1. 168,066 Performance Rights issued to Mr
Elliott for the purposes set out in the notice
convening ANZ’s 2019 Annual General
Meeting.
2. 1,592,499 fully paid ordinary shares issued
under the Bonus Option Plan (BOP).



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

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5
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.
1. 168,066 options – 17/12/19
2. 1,592,499 fully paid ordinary shares
– 18/12/19

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



2,836,177,422


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)



6,925,982


Options on issue



10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
1. Not applicable
2. Same as existing fully paid ordinary shares

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7
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

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

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

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9

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


(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

+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013

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 11


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: 19 December 2019
Company Secretary


Print name: Simon Pordage

== == == == ==