Appendix 3B

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1
29390304_3

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


Subordinated Notes



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

AUD265,000,000 3.40 per cent. Fixed Rate
Subordinated Notes due 20 December 2039 (the
“Notes”)

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013
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)
Refer to the particulars taken from the Pricing
Supplement dated 18 December 2019 relating to the
issue of the Notes (“Pricing Supplement”), attached
as the Annex to this Appendix 3B, to be read in
conjunction with the Information Memorandum for
ANZ’s $US60,000,000,000 Euro Medium Term Note
Programme dated 21 May 2019 (the “Information
Memorandum”), which is annexed to ANZ’s
Appendix 3B dated 21 November 2019.

Unless otherwise defined in this Appendix 3B,
capitalised terms in this Appendix 3B have the
meaning set out in the Pricing Supplement and the
Information Memorandum.

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3
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
Refer to the Pricing Supplement and the
Information Memorandum.

The Notes constitute direct, unsecured and
subordinated obligations of ANZ ranking equally
among themselves.

The Notes are subject to mandatory Conversion
into ordinary shares of ANZ (or a successor) if a
Non-Viability Trigger Event occurs.

If a Non-Viability Trigger Event occurs that does
not involve a requirement for a public sector
injection of capital or equivalent support, on the
date of such event, ANZ will be required to
Convert some or all of the Nominal Amount of
the Notes into Ordinary Shares (subject to the
Maximum Conversion Number).

If Conversion has not been effected within five
Business Days after the Non-Viability Trigger
Event for any reason, ANZ will be required to
Write-Off the relevant Nominal Amount of the
Notes.

Where a Write-Off occurs, the rights of the
relevant investor in relation to the relevant
Nominal Amount of a Note are immediately and
irrevocably terminated and written-off and the
investor will lose that investment and will not
receive any compensation.

If the Notes have not been Converted, in the
event of a winding-up of ANZ and prior to the
commencement of a winding-up of ANZ, the
principal amount of, and interest on, and any
other payments, including additional amounts, in
respect of the Notes will rank behind all claims of
Senior Creditors, pari passu with Equal Ranking
Securities and ahead of Junior Ranking Securities.

Subordinated Noteholders’ rights in relation to
the Notes may be terminated where Conversion
does not occur as required following a Non-
Viability Trigger Event.

For more information in relation to the ranking
of the Notes refer to the section headed “Status
and subordination of Subordinated Notes” in the
Information Memorandum.

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013
5 Issue price or consideration

Issue price: 100 per cent. of the Aggregate
Principal Amount of the Notes

Interest basis: Fixed Rate



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

ANZ will use the proceeds for general corporate
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
Not applicable



6c
Number of
+
securities issued
without security holder approval
under rule 7.1
Not applicable



6d
Number of
+
securities issued
with security holder approval
under rule 7.1A
Not applicable



6e
Number of
+
securities issued
with security holder approval
under rule 7.3, or another
specific security holder approval
(specify date of meeting)

Not applicable



6f
Number of
+
securities issued
under an exception in rule 7.2
Not applicable



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.
Not applicable

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5
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
Not applicable



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
Not applicable


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.
20 December 2019

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013

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 2.050 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

AUD265,000,000 3.40 per cent. Fixed Rate
Subordinated Notes due December 2039

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7


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



6,923,740

Options on issue



10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Conditions of Payment
Prior to the commencement of the winding-
up of ANZ (other than under or in
connection with a scheme of amalgamation
or reconstruction not involving bankruptcy or
insolvency):

(i) the obligations of ANZ to make
payments of principal of, any
interest on, and any other
payments, including additional
amounts, in respect of the Notes
will be conditional on ANZ being
Solvent at the time of such payment
by ANZ; and

(ii) no payment of principal of, any
interest on, and any other
payments, including additional
amounts, in respect of the Notes
shall be made unless ANZ is Solvent
immediately after making such
payment.



Part 2 - Pro rata issue

11 Is security holder approval
required?

Not applicable

12 Is the issue renounceable or non-
renounceable?
Not applicable

13
Ratio in which the
+
securities will
be offered
Not applicable

14
+
Class of
+
securities to which the
offer relates
Not applicable

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

15
+
Record date to determine
entitlements
Not applicable

16 Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
Not applicable

17 Policy for deciding entitlements
in relation to fractions

Not applicable

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.
Not applicable


19 Closing date for receipt of
acceptances or renunciations
Not applicable

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9

20 Names of any underwriters


Not applicable

21 Amount of any underwriting fee
or commission
Not applicable

22 Names of any brokers to the issue


Not applicable

23 Fee or commission payable to the
broker to the issue
Not applicable

24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
Not applicable


25 If the issue is contingent on
security holders’ approval, the
date of the meeting
Not applicable

26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled
Not applicable

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
Not applicable

28 Date rights trading will begin (if
applicable)
Not applicable

29 Date rights trading will end (if
applicable)


Not applicable

30 How do security holders sell their
entitlements in full through a
broker?
Not applicable

31 How do security holders sell part
of their entitlements through a
broker and accept for the
balance?
Not applicable

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013

32 How do security holders dispose
of their entitlements (except by
sale through a broker)?
Not applicable

33
+
Issue date


Not applicable


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

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 11
Entities that have ticked box 34(b)

38
Number of
+
securities for which
+
quotation is sought

Not applicable



39
+
Class of
+
securities for which
quotation is sought

Not applicable

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
Not applicable

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)

Not applicable

Number +
Class
42
Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in clause
38)



Not applicable Not applicable

Appendix 3B
New issue announcement



+ See chapter 19 for defined terms.

Appendix 3B Page 12 04/03/2013


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: 20 December 2019
(Company secretary)


Print name: Simon Pordage

== == == == ==

205962-4-31092-v3.0
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PART A – CONTRACTUAL TERMS
1. Issuer Australia and New Zealand Banking Group
Limited
2. (i) Series Number: 2030
(ii) Tranche Number: 1
3. (i) Specified Currency or
Currencies:
Australian Dollars ("AUD")
(ii) Exotic Currency
Payments:
Not Applicable
(iii) Exotic Currency Relevant
Time:
Not Applicable
(iv) Exotic Currency Thomson
Reuters Screen Page:
Not Applicable
4. Aggregate Principal Amount:
(i) Series: AUD 265,000,000
(ii) Tranche: AUD 265,000,000
5. Issue Price: 100 per cent. of the Aggregate Principal
Amount
6. (i) Specified Denomination(s)
(and Principal Amount):
AUD 200,000 and integral multiples of AUD
2,000 in excess thereof, in each case as it may
be adjusted in accordance with Condition 5A.4
The minimum aggregate consideration payable
in respect of an offer or invitation in Australia
or any offer or invitation received in Australia
must be no less than AUD
500,000 (or its
equivalent in an alternate currency, in each
case, disregarding moneys lent by the offeror or
its associates) unless the offer or invitation does
not require disclosure to investors under Part

205962-4-31092-v3.0
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6D.2 or Chapter 7 of the Corporations Act. In
every case, an offer or invitation must not be to
a retail client (as defined in section 761G of the
Corporations Act)
(ii) Calculation Amount: AUD 2,000, as it may be adjusted in accordance
with Condition 5A.4
7. (i) Issue Date: 20 December 2019
(ii) Interest Commencement
Date:
Issue Date
8. Maturity Date: 20 December 2039
9. Interest Basis: Fixed Rate
(Further particulars specified below)
10. Redemption/Payment Basis: Redemption at Par
11. Change of Interest or
Redemption/Payment Basis:
Not Applicable

12. Put/Call Options: Not Applicable
13. Status of the Notes: Subordinated Notes
14. Method of distribution: Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 3.40 per cent. per annum payable annually in
arrear
(ii) (a) Interest Payment
Date(s):
20 December in each year commencing on 20
December 2020; in each case, subject to
adjustment for payment purposes only in
accordance with the Business Day Convention
specified below
(b) Interest Period(s): As defined in Condition 4(p)
(c) Interest Period
Date:
As defined in Condition 4(p)
(iii) Fixed Coupon Amount: AUD 68.00 per Calculation Amount
(iv) Broken Amount(s): Not Applicable

205962-4-31092-v3.0
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(v) Day Count Fraction: Actual/Actual (ICMA)
(vi) Business Day Convention: Following Business Day Convention
(a) Adjusted: Not Applicable
(b) No Adjustment: Applicable
(vii) Additional Business
Centre(s):
Not Applicable
For the avoidance of doubt, London and Sydney
are business centres for the purposes of the
definition of "Business Day" in Condition 4(p)
(viii) Party responsible for
calculating the Rate(s) of
Interest and/or Interest
Amount(s):
The Fiscal Agent shall be the Calculation Agent
(ix) Other terms relating to the
method of calculating
interest for Fixed Rate
Notes:
Not Applicable
16. Floating Rate Note Provisions Not Applicable
17. CMS Rate Note Provisions (for
Unsubordinated Notes only):
Not Applicable
18. Inverse Floating Rate Note
Provisions (for Unsubordinated
Notes only):
Not Applicable
19. Range Accrual Note Provisions
(for Unsubordinated Notes only):
Not Applicable
20. Zero Coupon Note Provisions (for
Unsubordinated Notes only):
Not Applicable
21. Index-Linked Interest Note/Other
variable-linked interest Note
Provisions (for Unsubordinated
Notes only):
Not Applicable
22. Dual Currency Note Provisions
(for Unsubordinated Notes only):
Not Applicable
PROVISIONS RELATING TO REDEMPTION
23. Call Option Not Applicable

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24. Put Option Not Applicable
25. Final Redemption Amount of
each Note:
AUD 2,000 per Calculation Amount, as it may
be adjusted in accordance with Condition 5A.4
26. Early Redemption Amount:
(Early Redemption Amount(s)
payable on redemption on
account of a Regulatory Event, for
taxation reasons, on an Event of
Default or other early redemption
and/or the method of calculating
the same)
AUD 2,000 per Calculation Amount, as it may
be adjusted in accordance with Condition 5A.4
Any early redemption will be subject to the
prior written approval of the Australian
Prudential Regulation Authority
27. Redemption for Regulatory Event
(for Subordinated Notes issued by
ANZBGL only)
Applicable
28. Redemption for taxation reasons:
Condition 5(b)(i) Applicable (Note that Condition 5(b)(i) applies
automatically)
Condition 5(b)(ii) (for
Subordinated Notes issued by
ANZBGL only)
Applicable
Condition 5(b)(iii) (for
Subordinated Notes issued by
ANZBGL only)
Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
29. Form of Notes: Registered Notes
Registered Global Note exchangeable for
Certificates in definitive form in the limited
circumstances specified in the Registered
Global Note
30. Payment Business Day
Convention:
Following
31. Additional Financial Centre(s) or
other special provisions relating to
Payment Business Days:
Not Applicable
For the avoidance of doubt, London and Sydney
are financial centres for the purposes
of the
definition of "Payment Business Day" in
Condition 6(h)

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32. Talons for future Coupons or
Receipts to be attached to Notes
in definitive form (and dates on
which such Talons mature):
No
33. Details relating to Instalment
Notes, including Instalment
Amount(s) and Instalment
Date(s):
Not Applicable
34. Redenomination, renominalisation
and reconventioning provisions:
Not Applicable
35. Consolidation provisions: Not Applicable
36. Governing Law: English, except in relation to subordination,
Conversion and Write-Off provisions of the
Notes which will be governed by, and construed
in accordance with, the laws of the State of
Victoria and the Commonwealth of Australia
OTHER FINAL TERMS
37. Subordinated Notes: Applicable
(i) Conversion: Applicable
CD: 1.00 per cent.
VWAP Period: 5 Business Days
(ii) Alternative Conversion
Number:
Not Applicable
(iii) Write-Off (see Condition
5B.1 and 5C.1):
Not Applicable
(Where "Not Applicable" is specified at this
item 37(iii), this is without prejudice to the
application of Condition 5B.5 where
"Applicable" is specified at item 37(i))
38. Other final terms: Not Applicable
DISTRIBUTION
39. (i) If syndicated, names of
Managers:
Lead Manager:
Australia and New Zealand Banking Group
Limited

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PART B – OTHER INFORMATION
1. LISTING Application is expected to be made by the Issuer
for the Notes to be listed as a debt security on the
Australian Securities Exchange on or about the
Issue Date
The Notes will not be transferred through, or
registered on, the Clearing House Electronic
Sub-Register System (CHESS) operated by ASX
Settlement Pty Ltd (ABN 49 008 504 532) and will
not be "Approved Financial Products" for the
purposes of that system. Interests in the Notes
will be instead held in, and transferrable
through, Euroclear Bank SA/NV or Clearstream
Banking, S.A.
No transfers will be made to retail clients (as
defined in section 761G of the Corporations Act
2001 of Australia) and no bids or offers may be
made on an Australian Securities Exchange
trading platform with a value less than AUD
500,000 (or its equivalent in an alternate
currency)








3. OPERATIONAL INFORMATION
ISIN Code: XS2095795881
Common Code: 209579588
FISN: As set out on the website of the Association of
National Numbering Agencies ("ANNA") or
alternatively sourced from the responsible
National Numbering Agency that assigned the
ISIN

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CFI code: As set out on the website of ANNA or
alternatively sourced from the responsible
National Numbering Agency that assigned the
ISIN
Any clearing system(s) other
than Euroclear Bank SA/NV and
Clearstream Banking S.A. and
the relevant identification
number(s):
Not Applicable
Delivery: Delivery against payment
Names and addresses of
additional Paying Agent(s) or
other Agent(s) (if any):
Not Applicable
Names and addresses of
additional Paying Agent(s) (if
any) or, in the case of VPS
Notes, the VPS Agent and the
VPS Trustee:
Not Applicable