Australia and New Zealand Banking : Appendix 3B

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

Options to subscribe for ordinary shares

22,939 options

+ See chapter 19 for defined terms.

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Appendix 3B Page 1

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)

22,939 options

22,939 Deferred Share Rights (options) exercisable as follows:

1. 7,206 1 Year Deferred Share Rights (options) automatically exercised on 22 November 2020, unless further deferred, at a zero exercise price; and
2. 7,636 2 Year Deferred Share Rights (options) automatically exercised on 22 November 2021, unless further deferred, at a zero exercise price; and
3. 8,097 3 Year Deferred Share Rights (options) automatically exercised on 22 November 2022, unless further deferred, at a zero exercise price.

*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

Inapplicable, as no ANZ options are currently listed save that in the event of exercise, any 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	22,939 options - zero exercise price

6	Purpose of the issue	22,939 options issued to an employee for
	(If issued as consideration for	incentive purposes (2019 Annual Remuneration
	the acquisition of assets, clearly	Review grant that was awaiting regulatory
	identify those assets)	approval from Reserve Bank of India before
		being allocated).

6a Is the entity an +eligible entity No 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

6b The date the security holder N/A

resolution under rule 7.1A was passed

6c Number of +securities issued N/A

without security holder approval under rule 7.1

+ See chapter 19 for defined terms.

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6d Number of +securities issued N/A

with security holder approval under rule 7.1A

6e Number of +securities issued N/A

with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6f Number of +securities issued under an exception in rule 7.2

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

N/A

6h	If +securities were issued under	N/A
	rule	7.1A	for	non-cash
	consideration, state	date	on
	which		valuation		of
	consideration	was released	to
	ASX Market Announcements
6i	Calculate the entity's remaining	N/A
	issue capacity under rule 7.1 and
	rule 7.1A - complete Annexure 1
	and release to ASX Market
	Announcements

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.

22,939 options - 22 November 2019 (the issue was subject to a regulatory approval which has now been received)

					Number	+Class
8	Number	and +class	of	all	2,836,177,422	Fully paid ordinary
	+securities	quoted	on	ASX		shares
	(including the +securities in
	section 2 if applicable)			11,200,000	ANZ Capital Notes 1
					16,100,000	ANZ Capital Notes 2
					9,701,791	ANZ Capital Notes 3
					16,220,000	ANZ Capital Notes 4
					9,310,782	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
					AUD265,000,000 3.40 per cent. Fixed Rate
					Subordinated Notes due December 2039

1. Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)
2. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Number	+Class
6,913,861	Options on issue
	(there are no options
	approved for grant but
	not yet granted)

N/A

+ See chapter 19 for defined terms.

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Appendix 3B Page 5

Part 2 - Pro rata issue

11 Is security holder approval N/A required?

12	Is the issue renounceable or non-	N/A
	renounceable?

13 Ratio in which the +securities N/A will be offered

14	+Class of +securities to which the	N/A
	offer relates
15	+Record date to determine	N/A
	entitlements

16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements?

1. Policy for deciding entitlements in relation to fractions
2. 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

N/A

19 Closing date for receipt of N/A acceptances or renunciations

20	Names of any underwriters	N/A

21	Amount of any underwriting fee	N/A
	or commission

22 Names of any brokers to the N/A issue

23	Fee or commission payable to the	N/A
	broker to the issue

1. Amount of any handling fee N/A payable to brokers who lodge acceptances or renunciations on behalf of security holders
2. If the issue is contingent on N/A security holders' approval, the date of the meeting

26	Date entitlement and acceptance	N/A
	form and offer documents will be
	sent to persons entitled

27 If the entity has issued options, N/A and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28	Date rights trading will begin (if	N/A
	applicable)

1. Date rights trading will end (if N/A applicable)
2. How do security holders sell N/A their entitlements in full through
   a broker?

31	How do security holders sell part	N/A
	of their entitlements through a
	broker and accept for the
	balance?

+ See chapter 19 for defined terms.

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32	How do security holders dispose	N/A
	of their entitlements (except by
	sale through a broker)?
	+Issue date
33	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

1. 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
2. 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.

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Entities that have ticked box 34(b)

1. Number of +securities for which +quotation is sought
2. +Class of +securities for which quotation is sought
3. 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:
4. • 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
5. 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

N/A

N/A

N/A

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

Number+Class

N/AN/A

+ See chapter 19 for defined terms.

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Appendix 3B Page 9

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.

1. 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.
2. 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: 30 January 2020
	Company Secretary
Print name:	Simon Pordage
	== == == == ==

+ See chapter 19 for defined terms.

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