23 December 2020

Market Announcements Office

ASX Limited

Level 4

20 Bridge Street

Sydney NSW 2000

Notification under ASX Listing Rule 3.10.3B - vesting of Rights (nil exercise price options) previously granted to the CEO

For the purposes of ASX Listing Rule 3.10.3B, ANZ confirms that 62,010 Performance Rights which were previously granted on 19 December 2017 to the Chief Executive Officer (CEO), Mr. Shayne Elliott,1 as part of his Long Term Variable Remuneration (LTVR), vested on 19 December 2020 ('Vesting Date'). These Performance Rights were issued under the ANZ Share Option Plan2 (the 'Plan') and can be exercised by the CEO up until (but not including) 19 December 2022.

The number of Performance Rights which vested was subject to a Total Shareholder Return (TSR) performance hurdle which compares ANZ's TSR to the relevant comparator group/performance hurdle measured over a 3-year performance period. The TSR of ANZ and the comparator group/performance hurdle was independently calculated at close of business on 20 November 2020 (which was the end of the performance period).

Any ANZ ordinary shares to be provided to the CEO on exercise of the Performance Rights listed above have been previously purchased on market by the trustee of the Plan. The CEO will receive one ANZ ordinary share for each Right at the time of exercise.

No amount is payable by the CEO upon exercise of any of the Rights (i.e. the exercise price of each Right is $0).

Additional details of the 2017 CEO performance and remuneration outcomes (including this LTVR allocation) are set out in the Remuneration Report section of ANZ's 2017 Annual Report and the ASX announcement dated 30 November 2017 titled 'ANZ 2017 AGM - CEO Performance Rights'.

A total of 6,810,753 Rights granted under the Plan to employees (including the CEO) remain outstanding (which includes unvested Rights and vested but unexercised Rights, including those detailed above). ANZ's outstanding Rights include Deferred Share Rights and Performance Rights.

Approved for distribution by ANZ's Continuous Disclosure Committee.

Yours faithfully

Simon Pordage

Company Secretary

Australia and New Zealand Banking Group Limited

Legal & Corporate Governance

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

GPO Box 254, MELBOURNE VIC 3001 AUSTRALIA

www.anz.com

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

  1. The CEO is a Key Management Personnel
  2. Additional details of the Plan are set out in Note 31 of ANZ's 2020 Annual Report.

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ANZ - Australia & New Zealand Banking Group Ltd. published this content on 23 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 December 2020 03:14:06 UTC