Australia and New Zealand Banking : Appendix 3B

This appendix is available as an online form
Only use this form if the online version is not available	+Rule 3.10.3

Appendix 3B

Proposed issue of +securities

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 proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for non- renounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.

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.

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	This appendix is available as an online form	Appendix 3B
				Proposed issue of +securities
	Part 1 - Entity and announcement details
	Question	Question	Answer
	no
	1.1	*Name of entity	Australia and New Zealand Banking Group Limited
		We (the entity here named)
		give ASX the following
		information about a proposed
		issue of +securities and, if ASX
		agrees to +quote any of the
		+securities (including any
		rights) on a +deferred
		settlement basis, we agree to
		the matters set out in
		Appendix 3B of the ASX
		Listing Rules.
		If the +securities are being
		offered under a +disclosure
		document or +PDS and are
		intended to be quoted on ASX,
		we also apply for quotation of
		all of the +securities that may
		be issued under the
		+disclosure document or
		+PDS on the terms set out in
		Appendix 2A of the ASX
		Listing Rules (on the
		understanding that once the
		final number of +securities
		issued under the +disclosure
		document or +PDS is known,
		in accordance with Listing
		Rule 3.10.3C, we will complete
		and lodge with ASX an
		Appendix 2A online form
		notifying ASX of their issue
		and applying for their
		quotation).
	1.2	*Registration type and number	ABN 11 005 357 522
		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).
	1.3	*ASX issuer code	ANZ
	1.4	*This announcement is	☒ A new announcement
		Tick whichever is applicable.	☐ An update/amendment to a previous announcement
			☐ A cancellation of a previous announcement
	1.4a	*Reason for update	N/A
		Answer this question if your response
		to Q 1.4 is "An update/amendment to
		previous announcement". A reason
		must be provided for an update.

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	This appendix is available as an online form	Appendix 3B
				Proposed issue of +securities
	1.4b	*Date of previous	N/A
		announcement(s) to this
		update
		Answer this question if your response
		to Q 1.4 is "An update/amendment to
		previous announcement".
	1.4c	*Reason for cancellation	N/A
		Answer this question if your response
		to Q 1.4 is "A cancellation of previous
		announcement".
	1.4d	*Date of previous	N/A
		announcement(s) to this
		cancellation
		Answer this question if your response
		to Q 1.4 is "A cancellation of previous
		announcement".
	1.5	*Date of this announcement	15 June 2021
	1.6	*The proposed issue is:	☐ A +bonus issue (complete Parts 2 and 8)
		Note: You can select more than one	☐ A standard +pro rata issue (non-renounceable or
		type of issue (e.g. an offer of
		securities under a securities purchase		renounceable) (complete Q1.6a and Parts 3 and 8)
		plan and a placement, however ASX	☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)
		may restrict certain events from being
		announced concurrently). Please	☐ An offer of +securities under a +securities purchase
		contact your ASX listings compliance
		adviser if you are unsure.		plan (complete Parts 4 and 8)
		☐ A non-+pro rata offer of +securities under a
				+disclosure document or +PDS (complete Parts 5 and 8)
			☐ A non-+pro rata offer to wholesale investors under an
				information memorandum (complete Parts 6 and 8)
			☒ A placement or other type of issue (complete Parts 7 and
				8)
	1.6a	*The proposed standard +pro	☐ Non-renounceable
		rata issue is:	☐ Renounceable
		Answer this question if your response
		to Q1.6 is "A standard pro rata issue
		(non-renounceable or renounceable)."
		Select one item from the list
		An issuer whose securities are
		currently suspended from trading
		cannot proceed with an entitlement
		offer that allows rights trading. If your
		securities are currently suspended,
		please consult your ASX listings
		compliance adviser before proceeding
		further.
	1.6b	*The proposed accelerated	☐ Accelerated non-renounceable entitlement offer
		offer is:		(commonly known as a JUMBO or ANREO)
		Answer this question if your response	☐ Accelerated renounceable entitlement offer
		to Q1.6 is "An accelerated offer"
		Select one item from the list		(commonly known as an AREO)
		☐ Simultaneous accelerated renounceable entitlement
		An issuer whose securities are
		currently suspended from trading		offer (commonly known as a SAREO)
		cannot proceed with an entitlement	☐ Accelerated renounceable entitlement offer with dual
		offer that allows rights trading. If your
		securities are currently suspended,		book-build structure (commonly known as a
		please consult your ASX listings		RAPIDS)
		compliance adviser before proceeding	☐ Accelerated renounceable entitlement offer with retail
		further.
				rights trading (commonly known as a PAITREO)

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This appendix is available as an online form	Appendix 3B
	Proposed issue of +securities

Part 7 - Details of proposed placement or other issue

If your response to Q1.6 is "A placement or other type of issue", please complete Parts 7A - 7F and the details of the securities proposed to be issued in Part 8.

Part 7A - Proposed placement or other issue - conditions

Question	Question			Answer
No.
7A.1	*Do any external approvals need to be		No
	obtained or other conditions satisfied before
	the placement or other type of issue can
	proceed on an unconditional basis?
	For example, this could include:
	•	+Security holder approval
	•	Court approval
	• Lodgement of court order with +ASIC
	•	ACCC approval
	•	FIRB approval
	Disregard any approvals that have already been
	obtained or conditions that have already been satisfied.
7A.1a	Conditions
	Answer these questions if your response to 7A.1 is "Yes".
*Approval/ condition	*Date for	*Is the date		**Approval received/	Comments
Type			determination	estimated or		condition met?
Select the applicable	The 'date for	actual?		Please answer "Yes" or
approval/condition		determination' is the			"No". Only answer this
from the list (ignore	date that you expect to			question when you know
those that are not		know if the approval is			the outcome of the
applicable). More than	given or condition is			approval.
one approval/condition	satisfied (for example,
can be selected.		the date of the security
			holder meeting in the
			case of security holder
			approval or the date of
			the court hearing in the
			case of court approval).
+Security holder
approval
Court approval
Lodgement of court
order with +ASIC
ACCC approval
FIRB approval
Other (please specify
in comment section)
Part 7B -	Details of proposed placement or other issue - issue details
Question	Question			Answer
No.
7B.1	*Class of +securities to be offered under the		GBP 500,000,000 1.809 per cent. Fixed
	placement or other issue (please enter both		Rate Subordinated Notes due September
	the ASX security code & description)		2031 (the "Notes")

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	This appendix is available as an online form	Appendix 3B
			Proposed issue of +securities
	7B.2	Number of +securities proposed to be	Aggregate principal amount of GBP
		issued	500,000,000 issued in denominations of
		If the number of securities proposed to be issued is	GBP 100,000 and integral multiples of GBP
		based on a formula linked to a variable (for example,	1,000 in excess thereof
		VWAP or an exchange rate or interest rate), include
		the number of securities based on the variable as at
		the date the Appendix 3B is lodged with ASX and add
		a note in the "Any other information the entity wishes to
		provide about the proposed offer" field at the end of
		this form making it clear that this number is based on
		the variable as at the date of the Appendix 3B and that
		it may change.
	7B.3	*Are the +securities proposed to be issued	Yes
		being issued for a cash consideration?
		If the securities are being issued for nil cash consideration, answer
		this question "No".
	7B.3a	*In what currency is the cash consideration	GBP
		being paid
		For example, if the consideration is being paid in
		Australian Dollars, state AUD.
		Answer this question if your response to Q7B.3 is
		"Yes".
	7B.3b	*What is the issue price per +security	100% of the aggregate principal amount of
		Answer this question if your response to Q7B.3 is "Yes"	the Notes (issued in denominations of GBP
		and by reference to the issue currency provided in your	100,000 and integral multiples of GBP 1,000
		response to Q7B.3a.	in excess thereof)
		Note: you cannot enter a nil amount here. If the
		securities are being issued for nil cash consideration,
		answer Q7B.3 as "No" and complete Q7B.3d.
	7B.3c	AUD equivalent to issue price amount per	Approximately AUD 915,459,249.68 (issued
		+security	in denominations of approximately AUD
		Answer this question if the currency is non-AUD	183,091.85 and integral multiples of
			approximately AUD 1,830.92 in excess
			thereof)
	7B.3d	Please describe the consideration being	N/A
		provided for the +securities
		Answer this question if your response to Q7B.3 is "No".
	7B.3e	Please provide an estimate of the AUD	N/A
		equivalent of the consideration being
		provided for the +securities
		Answer this question if your response to Q7B.1 is "No".
	Part 7C - Proposed placement or other issue - timetable
	Question	Question	Answer
	No.
	7C.1	*Proposed +issue date	16 June 2021

+ See chapter 19 for defined terms	Page 5
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