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Appendix 2A

Listing Change8 February 2021ANZFinancials

This appendix is not available as an online form
Please fill in and submit as a PDF announcement +Rule 2.7

+ See chapter 19 for defined terms

31 January 2020 Page 1

Appendix 2A

Application for quotation of +securities

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.

If you are an entity incorporated outside Australia and you are seeking quotation of a new class of

+securities other than CDIs, you will need to obtain and provide an International Securities

Identification Number (ISIN) for that class. Further information on the requirement for the notification of

an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-

Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in

specific notes for certain questions. The balance of the information, where applicable, must be

provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question

no

Question Answer

1.1 *Name of entity

We (the entity here named) apply for

+quotation of the following +securities and

agree to the matters set out in

Appendix 2A of the ASX Listing Rules.

1


Australia and New Zealand Banking Group

Limited

1.2 *Registration type and number

Please supply your ABN, ARSN, ARBN, ACN or

another registration type and number (if you supply

another registration type, please specify both the type

of registration and the registration number).

ABN 11 005 357 522

1.3 *ASX issuer code ANZ

1.4 *This announcement is

Tick whichever is applicable.

☒ A new announcement

☐ An update/amendment to a previous

announcement

☐ A cancellation of a previous

announcement

1.4a *Reason for update

Mandatory only if “Update” ticked in Q1.4 above. A

reason must be provided for an update.


1.4b *Date of previous announcement to this

update

Mandatory only if “Update” ticked in Q1.4 above.


1.4c *Reason for cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.


1.4d *Date of previous announcement to this

cancellation

Mandatory only if “Cancellation” ticked in Q1.4 above.



1

Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue

will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been

issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX

under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see

ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 2

1.5 *Date of this announcement 5 February 2021

Part 2 – Type of issue

Question

No.

Question Answer

2.1 *The +securities to be quoted are:

Select whichever item is applicable.

If you wish to apply for quotation of different types of

issues of securities, please complete a separate

Appendix 2A for each type of issue.

☒ Being issued as part of a transaction or

transactions previously announced to

the market in an Appendix 3B

☐ Being issued under a +dividend or

distribution plan

☐ Being issued as a result of options being

exercised or other +convertible

securities being converted

☐ Unquoted partly paid +securities that

have been paid up and are now quoted

fully paid +securities

☐ +Restricted securities where the escrow

period has expired or is about to expire

☐ +Securities previously issued under an

+employee incentive scheme where the

restrictions on transfer have ceased or

are about to cease

☐ +Securities issued under an +employee

incentive scheme that are not subject to

a restriction on transfer or that are to be

quoted notwithstanding there is a

restriction on transfer

☐ Other


2.2a.1 *Date of Appendix 3B notifying the market

of the proposed issue of +securities for

which quotation is now being sought

Answer this question if your response to Q2.1 is “Being

issued as part of a transaction or transactions

previously announced to the market in an Appendix

3B”

4 February 2021

2.2a.2 *Are there any further issues of +securities

yet to take place to complete the

transaction(s) referred to in the

Appendix 3B?

Answer this question if your response to Q2.1 is “Being

issued as part of a transaction or transactions

previously announced to the market in an Appendix

3B”.

No

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 3

2.2a.2.1 *Please provide details of the further issues

of +securities yet to take place to complete

the transaction(s) referred to in the

Appendix 3B

Answer this question if your response to Q2.1 is “Being

issued as part of a transaction or transactions

previously announced to the market in an Appendix

3B” and your response to Q2.2a.2 is “Yes”.

Please provide details of the proposed dates and

number of securities for the further issues. This may

be the case, for example, if the Appendix 3B related to

an accelerated pro rata offer with an institutional

component being quoted on one date and a retail

component being quoted on a later date.


2.2b.1 *Date of Appendix 3A.1 lodged with ASX in

relation to the underlying +dividend or

distribution

Answer this question if your response to Q2.1 is “Being

issued under a dividend or distribution plan”.


2.2b.2 *Does the +dividend or distribution plan

meet the requirement of listing rule 7.2

exception 4 that it does not impose a limit

on participation?

Answer this question if your response to Q2.1 is “Being

issued under a dividend or distribution plan”.

Note: Exception 4 only applies where security holders

are able to elect to receive all of their dividend or

distribution as securities. For example, Exception 4

would not apply in the following circumstances: 1) The

entity has specified a dollar limit on the level of

participation e.g. security holders can only participate

to a maximum value of $x in respect of their

entitlement, or 2) The entity has specified a maximum

number of securities that can participate in the plan

e.g. security holders can only receive securities in lieu

of dividend payable for x number of securities.


2.2c.1 Please state the number and type of

options that were exercised or other

+convertible securities that were converted

(including their ASX security code)

Answer this question if your response to Q2.1 is “Being

issued as a result of options being exercised or other

convertible securities being converted”.


2.2c.2 And the date the options were exercised or

other +convertible securities were

converted

Answer this question if your response to Q2.1 is “Being

issued as a result of options being exercised or other

convertible securities being converted”.

Note: If this occurred over a range of dates, enter the

date the last of the options was exercised or

convertible securities was converted.


2.2d.1 Please state the number and type of partly

paid +securities (including their ASX

security code) that were fully paid up

Answer this question if your response to Q2.1 is

“Unquoted partly paid securities that have been paid

up and are now quoted fully paid securities”.

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 4

2.2d.2

And the date the

+

securities were fully paid

up

Answer this question if your response to Q2.1 is

“Unquoted partly paid securities that have been paid

up and are now quoted fully paid securities”.

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.


2.2e.1 Please state the number and type of

+restricted securities (including their ASX

security code) where the escrow period has

expired or is about to expire

Answer this question if your response to Q2.1 is

“Restricted securities where the escrow period has

expired or is about to expire”.


2.2e.2 And the date the escrow restrictions have

ceased or will cease

Answer this question if your response to Q2.1 is

“Restricted securities where the escrow period has

expired or is about to expire”.

Note: If this occurred over a range of dates, enter the

date the last of the escrow restrictions has ceased or

will cease.


2.2f.1 Please state the number and type of

+securities (including their ASX security

code) previously issued under the

+employee incentive scheme where the

restrictions on transfer have ceased or are

about to cease

Answer this question if your response to Q2.1 is

“Securities previously issued under an employee

incentive scheme where the restrictions on transfer

have ceased or are about to cease”.


2.2f.2 And the date the restrictions on transfer

have ceased or will cease:

Answer this question if your response to Q2.1 is

“Securities previously issued under an employee

incentive scheme where the restrictions on transfer

have ceased or are about to cease”.

Note: If this occurred over a range of dates, enter the

date the last of the restrictions on transfer has ceased

or will cease.


2.2g.1 Please state the number and type of

+securities (including their ASX security

code) issued under an +employee incentive

scheme that are not subject to a restriction

on transfer or that are to be quoted

notwithstanding there is a restriction on

transfer

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 5

2.2g.2 *Please attach a document or provide

details of a URL link for a document lodged

with ASX detailing the terms of the

+employee incentive scheme or a summary

of the terms.

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.


2.2g.3 *Are any of these +securities being issued

to +key management personnel (KMP) or

an +associate

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.


2.2g.3.a *Provide details of the recipients and the number of +securities issued to each of them.

Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are

not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”

and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If

the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered

holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of

registered holder”.


Name of KMP Name of registered holder Number of +securities



2.2h.1

*The purpose(s) for which the entity is

issuing the +securities is:

Answer this question if your response to Q2.1 is

“Other”.

You may select one or more of the items in the list.

☐ To raise additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered

[provide details below]

☐ Other [provide details below]

Additional details:




2.2h.2 *Please provide any further information

needed to understand the circumstances in

which you are applying to have these

+securities quoted on ASX, including (if

applicable) why the issue of the +securities

has not been previously announced to the

market in an Appendix 3B

You must answer this question if your response to

Q2.1 is “Other”. If there is no other information to

provide, please answer “Not applicable” or “N/A”.


2.2i *Are these +securities being offered under

a +disclosure document or +PDS?

Answer this question if your response to Q2.1 is any

option other than “Being issued as part of a transaction

or transactions previously announced to the market in

an Appendix 3B”.

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 6

2.2i.1 *Date of +disclosure document or +PDS?

Answer this question if your response to Q2.1 is any

option other than “Being issued as part of a transaction

or transactions previously announced to the market in

an Appendix 3B” and your response to Q2.2i is “Yes”.

Under the Corporations Act, the entity must apply for

quotation of the securities within 7 days of the date of

the disclosure document or PDS.


2.3 *The +securities to be quoted are:

Tick whichever is applicable

☐ Additional +securities in a class that is

already quoted on ASX ("existing

class")

☒ New +securities in a class that is not yet

quoted on ASX ("new class")

Part 3A – number and type of +securities to be quoted (existing class or

new class) where issue has previously been notified to ASX in

an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously

announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.

Question

No.

Question Answer

3A.1 *ASX security code & description EUR 750,000,000 0.669 per cent. Fixed

Rate Subordinated Notes due May 2031

3A.2 *Number of +securities to be quoted Aggregate principal amount of EUR

750,000,000 issued in denominations of

EUR 100,000 and integral multiples of EUR

1,000 in excess thereof.

Part 4 – Issue details

Question

No.

Question Answer

4.1 *Have the +securities to be quoted been

issued yet?

No

4.1a *What was their date of issue?

Answer this question if your response to Q4.1 is

“Yes”.


4.1b *What is their proposed date of issue?

Answer this question if your response to Q4.1 is “No”.

5 February 2021

4.2 *Are the +securities to be quoted being

issued for a cash consideration?

If the securities are being issued for nil cash

consideration, answer this question “No”.

Yes

4.2a *In what currency is the cash consideration

being paid

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Answer this question if your response to Q4.2 is

“Yes”.

EUR

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 7

4.2b *What is the issue price per +security

Answer this question if your response to Q4.2 is “Yes”

and by reference to the issue currency provided in

your response to Q4.2a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q4.2 as “No” and complete Q4.2c and Q4.2d.

100% of the aggregate principal amount of

the Notes (issued in denominations of EUR

100,000 and integral multiples of EUR 1,000

in excess thereof)

4.2c Please describe the consideration being

provided for the +securities to be quoted

Answer this question if your response to Q4.2 is “No”.


4.2d Please provide an estimate (in AUD) of the

value of the consideration being provided

per +security for the +securities to be

quoted

Answer this question if your response to Q4.2 is “No”.


4.3 Any other information the entity wishes to

provide about the issue

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).

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 8

Part 5 – Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity

will comprise:

Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the

entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by

the entity.

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and

include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).

Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the

escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.

5.1

*Quoted +securities (total number of each +class of +securities quoted on ASX following

the +quotation of the +securities the subject of this application)


ASX security code and description Total number of +securities on issue

ANZ: Fully Paid Ordinary Shares

ANZPD: Capital Notes 1

ANZPE: Capital Notes 2

ANZPF: Capital Notes 3

ANZPG: Capital Notes 4

ANZPH: Capital Notes 5

2,845,541,800

11,200,000

16,100,000

9,701,791

16,220,000

9,310,782


ANZHAY: AUD 265,000,000 3.40 per cent. Fixed Rate Subordinated Notes due

December 2039

ANZHAS: AUD 200,000,000 4.75 per cent. Fixed Rate Subordinated Notes due May

2027

ANZHAV: AUD 225,000,000 4.75 per cent. Fixed Rate Subordinated Notes due

September 2032

ANZHAX: EUR 1,000,000,000 1.125 per cent. Fixed Rate Subordinated Notes due

November 2029

ANZHAW: EUR 750,000,000 0.625 per cent. Fixed Rate Notes due February 2023

ANZHAR: SGD 500,000,000 3.75 per cent. Fixed Rate Subordinated Notes due March

2027

ANZHAU: USD 1,000,000,000 6.750 per cent. Fixed Rate Resetting Perpetual

Subordinated Contingent Convertible Securities

ANZHBA: AUD 330,000,000 3.00 per cent. Fixed Rate Subordinated Notes due

December 2040

ANZHAZ: AUD 195,000,000 2.92 per cent. Fixed Rate Subordinated Notes due

December 2040

EUR 750,000,000 0.669 per cent. Fixed Rate Subordinated Notes due May 2031

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 9

5.2

*Unquoted +securities (total number of each +class of +securities issued but not quoted

on ASX):

ASX security code and description Total number of +securities on issue



Unquoted options



6,777,728

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