17 January 2020

Market Announcements Office

ASX Limited

Level 4

20 Bridge Street

SYDNEY NSW 2000

Notice Corporations Act Subsection 259C(2)

Attached is a notice given in accordance with a Corporations Act Subsection 259C(2) exemption, ASIC Instrument 19-1239 and associated Deed Poll. They have been

approved for distribution by ANZ's Company Secretary.

Yours faithfully

Simon Pordage

Company Secretary

Australia and New Zealand Banking Group Limited

Australia and New Zealand Banking Group Limited ABN 11 005 357 522

ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008

Notice given in accordance with Corporations Act Subsection 259C(2) Exemption

To

Market Announcements Office

ASX Limited

Level 4

20 Bridge Street

SYDNEY NSW 2000

1. Name of Company Australia and New Zealand Banking Group Limited ABN 11 005 357 522 ("ANZ") gives notice of the aggregated percentage of voting shares in ANZ, in respect of which its associated entities have (1) the power to control voting or disposal and voting shares underlying derivatives and (2) a net economic exposure, in accordance with the terms of an exemption granted by the Australian Securities and Investments Commission pursuant to subsection 259C(2) of the Corporations Act.

Date of present notice:

17 January 2020

The previous notice was given to the ASX on:

3 January 2020

The previous notice was dated:

3 January 2020

2. Issued Share Capital

3(a). Previous and

present aggregated %

of Voting Shares

2,836,177,422 fully paid Ordinary Shares in the capital of ANZ have been issued as at 16 January 2020.

The aggregated number and percentage of shares in each class of voting shares in ANZ in respect of which its controlled entities have power to control voting or disposal and voting shares underlying derivatives, when last required, and when now required, to give a notice to the ASX are:

Class of Shares

Previous Notice

Present Notice

Total Number

% of Total Shares

Total Number

% of Total Shares

Ordinary Fully Paid

20,404,269

0.72%

20,169,512

0.71%

3(b). Previous and

present net economic

exposure % of Voting

Shares

The aggregated number and percentage of shares in each class of voting shares in ANZ in respect of which its controlled entities have a net economic exposure, when last required, and when now required, to give a notice to the ASX are:

Class of Shares

Previous Notice

Present Notice

Total Number

% of Total Shares

Total Number

% of Total Shares

Ordinary Fully Paid

20,404,269

0.72%

20,169,512

0.71%

4. Details of Controlled The following controlled entities are the holders in the Voting Shares referred to in

Entity Holdings

paragraph 3 above.

Registered Holder

Controlled Entity entitled to be

Number of Shares

% of Total Shares

registered

ANZEST Pty Ltd as Trustee

ANZEST Pty Ltd as Trustee for ANZ

for ANZ Employee Share

Employee Share Acquisition Plan

Acquisition Plan

21,771

0.00%

ANZ New Zealand Investments

Reserve Bank of NZ

Limited on behalf of various

investment funds and client

portfolios

43,134

0.00%

ANZ New Zealand Investments

JP Morgan Chase Bank

Limited on behalf of various

investment funds and client

portfolios

2,376,575

0.08%

ANZ New Zealand Investments

JP Morgan Chase Bank /

Limited on behalf of various

Reserve Bank of NZ

investment funds and client

portfolios

230,223

0.01%

JP Morgan Nominees

ANZ Custodial Services New Zealand

Limited as trustee for various private

Australia Limited

clients

1,096,334

0.04%

OnePath Funds Management Ltd as

JP Morgan Chase Bank

responsible entity for

ANZ Australian Industrial Equities

Fund

872,287

0.03%

OnePath Funds Management Ltd as

JP Morgan Chase Bank

responsible entity for ANZ Select

Leaders Pool

289,978

0.01%

OnePath Funds Management Ltd as

JP Morgan Chase Bank

responsible entity for

OnePath Sustainable Investments -

Wholesale Australian Share Trust

42,969

0.00%

OnePath Funds Management Ltd as

JP Morgan Chase Bank

responsible entity for

Blue Chip Pool

1,140,660

0.04%

OnePath Funds Management Ltd as

JP Morgan Chase Bank

responsible entity for OPTIMIX

Wholesale Australian Shares Trust -

VINVA

411,477

0.02%

OnePath Funds Management Ltd as

JP Morgan Chase Bank

responsible entity for Optimix

Wholesale Australian Share Trust

697,184

0.03%

OnePath Funds Management Ltd as

JP Morgan Chase Bank

responsible entity for Optimix

Wholesale Australian Shares

Transition

195,056

0.01%

OnePath Funds Management Ltd as

JP Morgan Chase Bank

responsible entity for

OnePath Australian Shares Index Pool

11,378,343

0.40%

OnePath Funds Management Ltd as

JP Morgan Chase Bank

responsible entity for OnePath

Australian Shares - Imputation Index

Pool

109,188

0.00%

OnePath Funds Management Ltd as

JP Morgan Chase Bank

responsible entity for OptiMix

Australian Shares Fidelity

312,939

0.01%

OnePath Custodians Pty Ltd as

OnePath Custodians Pty Ltd

responsible entity for Grow Wrap -

Aligned Dealer Group

78,801

0.00%

OnePath Custodians Pty Ltd

OnePath Custodians Pty Ltd as

responsible entity for Dominion

10,686

0.00%

OnePath Custodians Pty Ltd

OnePath Custodians Pty Ltd as

responsible entity for FSP

47,139

0.00%

OnePath Custodians Pty Ltd

OnePath Custodians Pty Ltd as

responsible entity for Mentor

7,532

0.00%

OnePath Custodians Pty Ltd

OnePath Custodians Pty Ltd as

responsible entity for Matrix

5,726

0.00%

OnePath Custodians Pty Ltd

OnePath Custodians Pty Ltd as

responsible entity for Voyage

292,535

0.01%

OnePath Custodians Pty Ltd

OnePath Custodians Pty Ltd as

responsible entity for Wealthtrac

92,260

0.00%

OnePath Custodians Pty Ltd

OnePath Custodians Pty Ltd as

responsible entity for PortfolioOne

416,715

0.02%

Aggregation

20,169,512

0.71%

5. Changes in Voting

Particulars of change in voting shares in ANZ in respect of which its controlled entities

Shares

are or were entitled since ANZ was last required to give a notice to the ASX are:

Controlled

Date of

Entity entitled

Consideration

Number of

whose

Nature of Change

given in relation to

Class of Share

Change

Shares

shareholding

change ($)

changed

OnePath Funds

Management Ltd

as responsible

entity for

Ordinary fully

3/01/2020

OnePath

Off-market transfer

Nil

-195,056

paid

Australian

Shares -

Imputation

Index Pool

OnePath Funds

Management Ltd

as responsible

3/01/2020

entity for

Off-market transfer

Nil

Ordinary fully

195,056

OptiMix

paid

Australian

Shares

Transition

OnePath

Custodians Pty

7/01/2020

Ltd as

On-market sale

1,318.93

Ordinary fully

-54

responsible

paid

entity for

Voyage

OnePath

Custodians Pty

8/01/2020

Ltd as

On-market sale

9,898.01

Ordinary fully

-400

responsible

paid

entity for

Wealthtrac

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

9,423.05

Ordinary fully

363

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

1,531.57

Ordinary fully

59

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

3,338.67

Ordinary fully

129

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

10,279.69

Ordinary fully

396

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

6,853.13

Ordinary fully

264

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

6,567.58

Ordinary fully

253

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

2,621.84

Ordinary fully

101

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

1,349.85

Ordinary fully

52

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

4,828.34

Ordinary fully

186

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

2,595.88

Ordinary fully

100

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market sale

1,268.18

Ordinary fully

-49

as trustee for

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

2,336.29

Ordinary fully

90

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

2,518.00

Ordinary fully

97

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market sale

310.57

Ordinary fully

-12

as trustee for

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market sale

2,665.76

Ordinary fully

-103

as trustee for

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market sale

129.41

Ordinary fully

-5

as trustee for

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market sale

776.43

Ordinary fully

-30

as trustee for

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market sale

802.32

Ordinary fully

-31

as trustee for

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

4,205.33

Ordinary fully

162

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

3,623.36

Ordinary fully

140

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market

5,503.26

Ordinary fully

212

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market sale

569.39

Ordinary fully

-22

as trustee for

paid

various private

clients

ANZ Custodial

Services New

8/01/2020

Zealand Limited

On-market sale

439.98

Ordinary fully

-17

as trustee for

paid

various private

clients

OnePath Funds

Management Ltd

Ordinary fully

9/01/2020

as responsible

On-market sale

956,974.48

-38,481

paid

entity for Blue

Chip Pool

The change in

holding occurred as

a result of shares

ANZEST Pty Ltd

under the Plan

being forfeited due

as Trustee for

to cessation of an

ANZ Employee

Ordinary fully

10/01/2020

individual's

Not applicable

1,608

Share

paid

employment or

Acquisition Plan

vesting conditions

(the "Plan")

not being met and

/ or shares being

allocated under the

Plan

OnePath Funds

Management Ltd

Ordinary fully

10/01/2020

as responsible

On-market sale

4,427,926.17

-177,713

paid

entity for Blue

Chip Pool

OnePath Funds

Management Ltd

as responsible

entity for

Ordinary fully

10/01/2020

OPTIMIX

On-market sale

119,045.66

-4,747

paid

Wholesale

Australian

Shares Trust -

VINVA

The change in

holding occurred as

a result of shares

ANZEST Pty Ltd

under the Plan

being forfeited due

as Trustee for

to cessation of an

ANZ Employee

Ordinary fully

13/01/2020

individual's

Not applicable

85

Share

paid

employment or

Acquisition Plan

vesting conditions

(the "Plan")

not being met and

/ or shares being

allocated under the

Plan

OnePath Funds

Management Ltd

as responsible

entity for

Ordinary fully

13/01/2020

OPTIMIX

On-market sale

1,277.30

-51

paid

Wholesale

Australian

Shares Trust -

VINVA

OnePath

Custodians Pty

13/01/2020

Ltd as

On-market sale

14,789.07

Ordinary fully

-593

responsible

paid

entity for

PortfolioOne

OnePath

Custodians Pty

13/01/2020

Ltd as

On-market sale

11,272.26

Ordinary fully

-452

responsible

paid

entity for

PortfolioOne

OnePath

Custodians Pty

Ordinary fully

14/01/2020

Ltd as

On-market sale

15,874.29

-632

paid

responsible

entity for FSP

OnePath

Custodians Pty

14/01/2020

Ltd as

On-market sale

57,830.03

Ordinary fully

-2,304

responsible

paid

entity for

PortfolioOne

OnePath

Custodians Pty

14/01/2020

Ltd as

On-market sale

4,484.75

Ordinary fully

-180

responsible

paid

entity for

Wealthtrac

The change in

holding occurred as

a result of shares

ANZEST Pty Ltd

under the Plan

being forfeited due

as Trustee for

to cessation of an

ANZ Employee

Ordinary fully

14/01/2020

individual's

Not applicable

20

Share

paid

employment or

Acquisition Plan

vesting conditions

(the "Plan")

not being met and

/ or shares being

allocated under the

Plan

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

631.28

Ordinary fully

24

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

2,164.43

Ordinary fully

82

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market sale

1,446.68

Ordinary fully

-55

as trustee for

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

263.03

Ordinary fully

10

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

1,029.42

Ordinary fully

39

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

394.55

Ordinary fully

15

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

1,398.96

Ordinary fully

53

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market sale

1,551.90

Ordinary fully

-59

as trustee for

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market sale

499.76

Ordinary fully

-19

as trustee for

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

1,183.65

Ordinary fully

45

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

4,249.67

Ordinary fully

161

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

789.10

Ordinary fully

30

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

2,797.91

Ordinary fully

106

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

236.73

Ordinary fully

9

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

On-market

923.84

Ordinary fully

35

as trustee for

purchase

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

Transfer Out

3,029.68

Ordinary fully

-120

as trustee for

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

Transfer Out

883.65

Ordinary fully

-35

as trustee for

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

Transfer Out

176.73

Ordinary fully

-7

as trustee for

paid

various private

clients

ANZ Custodial

Services New

15/01/2020

Zealand Limited

Transfer Out

1,691.58

Ordinary fully

-67

as trustee for

paid

various private

clients

OnePath Funds

Management Ltd

as responsible

15/01/2020

entity for

On-market sale

297,220.63

Ordinary fully

-11,775

OnePath

paid

Australian

Shares Index

Pool

OnePath

Custodians Pty

15/01/2020

Ltd as

On-market sale

6,701.08

Ordinary fully

-267

responsible

paid

entity for

Voyage

OnePath

Custodians Pty

15/01/2020

Ltd as

On-market sale

16,252.44

Ordinary fully

-646

responsible

paid

entity for

Voyage

OnePath

Custodians Pty

15/01/2020

Ltd as

On-market sale

19,047.22

Ordinary fully

-757

responsible

paid

entity for

Voyage

Addresses

The addresses of entities named in this form are as follows:

Name

Address

ANZ

Level 9A, ANZ Centre Melbourne, 833 Collins Street, Docklands Vic 3008

ANZEST Pty Ltd

Level 9A, ANZ Centre Melbourne, 833 Collins Street, Docklands Vic 3008

ANZ New Zealand

Investments

ANZ Centre, 23-29 Albert Street, Auckland, New Zealand

Limited

OnePath Funds

Level 23, 242 Pitt Street, Sydney NSW 2000

Management Ltd

OnePath

Level 23, 242 Pitt Street, Sydney NSW 2000

Custodians Pty Ltd

JP Morgan Chase

85 Castlereagh Street, Sydney NSW 2000

Bank

JP Morgan

85 Castlereagh Street, Sydney NSW 2000

Nominees Australia

Limited

Reserve Bank of NZ

2 The Terrace, PO Box 2498 Wellington 6011, New Zealand

ANZ Custodial

Services New

ANZ Centre, 23-29 Albert Street, Auckland, New Zealand

Zealand Limited

print name

Simon Pordage

Capacity

Company Secretary

Sign here

Date

17 January 2020

ANZ Deed Poll

Deed Poll

Australia and New Zealand Banking Group Limited ACN 005 357 522

ANZ Deed Poll

Deed Poll

This Deed Poll is made by:

Australia and New Zealand Banking Group Limited ACN 005 357 522 of ANZ Centre Melbourne, Level 9, 833 Collins Street, Docklands, Victoria 3008 (ANZ)

in favour of and enforceable by:

The Australian Securities and Investments Commission (ASIC).

RECITALS

  1. By ASIC instrument 19-1239 issued pursuant to subsection 259C(2) of the Corporations Act 2001 (Cth) (Act), ASIC has exempted ANZ from the operation of section 259C of the Act (Exemption).
  2. To obtain the benefit of the Exemption, ANZ is required to make this deed poll (Deed Poll) in favour of ASIC.

OPERATIVE PROVISIONS

1 DEFINITIONS AND INTERPRETATIONS

1.1 Words and expressions defined in the Exemption and not otherwise defined in this Deed Poll have the same meaning as in the Exemption.

2 UNDERTAKINGS

2.1 As contemplated in paragraph 7 of the Exemption, ANZ covenants with ASIC as follows:

5% limit

  1. to ensure that the number of votes attached to all voting shares of ANZ in respect of which ANZ or its controlled entities have the power (including under the terms of a derivative) to control voting or disposal, does not exceed 5% of the total number of votes attached to all voting shares of ANZ;

3% limit for statutory funds

  1. to ensure that, in relation to a prescribed controlled entity of the kind referred to in paragraph (ii) of the definition of prescribed controlled entity in the Exemption, the aggregate amount of assets in the statutory fund's retained profits and shareholder capital accounts that is invested in ANZ's shares is no more than 3% of the level of assets in those accounts that is required to satisfy any capital requirements imposed by the Australian Prudential Regulation Authority;
  2. to ensure that, in relation to the NZ Life Funds, the aggregate amount of assets in the NZ Life Funds' retained profits and shareholder capital accounts that is invested in ANZ shares is no more than 3% of the level of assets in those accounts that is required to satisfy any capital requirements imposed by the New Zealand Society of Actuaries (Inc);

ANZ Deed Poll

Voting restrictions

  1. to ensure that a prescribed controlled entity does not exercise votes attached to shares issued or transferred in the circumstances specified in paragraph 6 of the Exemption other than where, in circumstances where the shares were issued or transferred to a prescribed controlled entity of the kind referred to in paragraph (i) of the definition of prescribed controlled entity in the Exemption, the votes are exercised by the entity in accordance with the directions of a client;

Disclosure of interests

  1. to disclose to ASX:
    1. within 14 days after the last disclosure made under sub-subparagraph 2.1(e)(i) of the Deed Poll made by ANZ on 9 August 2012 in favour of ASIC pursuant to the revoked ASIC Instrument 12-1078 and thereafter no later than 14 days from the date the last disclosure was made under this clause 2.1(e) or such other period as ASIC may agree in writing:
      1. the number of voting shares of ANZ in respect of which it or its controlled entities have the power to control voting or disposal expressed as a percentage of the total number of shares of ANZ; and
      2. the number of voting shares of ANZ in respect of which it or its controlled entities have a net economic exposure, expressed as a percentage of the total number of shares of ANZ;
    2. no later than before the end of two business days after the day on which ANZ became aware of the movement, any movement of at least 1% in either of the percentages referred to in clause 2.1(e)(i);

and, in making these disclosures, to include the details set out in subsection 671B(3) of the Act as if section 671B applied;

  1. a copy of the Exemption by way of an announcement at the same time ANZ gives the first periodic disclosure under clause 2.1(e)(i);

Record keeping requirements

  1. to:
  1. keep records of acquisitions and disposals of shares of ANZ and derivatives, by ANZ and its controlled entities, for a period of at least 12 months after the date of the acquisition or disposal, including:
    1. date and time;
    2. volume;
    3. price; and
    4. the broker responsible for executing the trade; and
  2. within five business days after a receipt of a written request, make those records available for inspection by ASIC, ASX, NZX (for so long as ANZ shares are quoted on NZX) or any other market licensee where ANZ shares are quoted, or constitute the

ANZ Deed Poll

underlying security for a financial product quoted, on the market conducted by the licensee; and

  1. to give a written notice to ASIC within five business days after becoming aware that it has failed to comply with the terms of this deed, other than in an immaterial respect, and setting out the details of the non-compliance.

2.2 Clause 2.1(d) relates only to those ANZ shares and units in ANZ shares in circumstances where, but for the Exemption, their issue or transfer to a controlled entity would contravene s259C of the Act.

3 Benefit of the Deed Poll

  1. The Deed Poll is only for the benefit of, and may only be enforced by, ASIC.
  2. ANZ acknowledges that this deed poll duly executed by it (original deed poll), which is then subsequently scanned as a PDF copy (scanned PDF copy) and attached to an email to be sent to ASIC will not be invalid as a record of this transaction between the parties because that email to ASIC is an electronic communication and that scanned PDF copy may be produced in evidence in place of the original deed poll. ANZ agrees that sections 7, 10 and 11 of the Electronic Transactions Act 2000 (Vic) apply to this deed poll.

4 Amendment of the Deed Poll

4.1 ANZ may modify, vary or amend this Deed Poll only with the express prior written approval of ASIC. To modify, amend, or vary this Deed Poll, ANZ must execute a supplemental deed poll in favour of ASIC.

5 Termination of the Deed Poll

5.1 This Deed Poll automatically terminates upon the expiry or revocation of the Exemption, unless otherwise agreed by ASIC and ANZ.

ANZ Deed Poll

5.2 This Deed Poll is irrevocable without the prior consent of ASIC.

6 Governing Law

6.1 This Deed Poll is governed by the law in force in Victoria.

EXECUTED as a deed poll on ______________________ January 2020

SIGNED, SEALED and DELIVERED for AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED under Power of Attorney dated 18 November 2002 (and the attorney declares that he or she has not received notice of the revocation of such Power of Attorney) in the presence of:

Signature of attorney

Signature of witness

Name

Name

Address of witness

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ANZ - Australia & New Zealand Banking Group Ltd. published this content on 17 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 January 2020 03:28:04 UTC