Australia and New Zealand Banking : ANZ Capital Notes 5 Offer Investor Presentation

OFFER SUMMARY

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ANZ Q3 17 TRADING UPDATE, 1H 17 EARNINGS AND CAPITAL UPDATE

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APPENDIX 1- KEY TERMS

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APPENDIX 2 - KEY DATES

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KEY CONTACTS AND DISCLAIMER

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Offer

• Offer by Australia and New Zealand Banking Group Limited ("ANZ") of ANZ Capital Notes 5 ("Notes") - Mandatorily Convertible into Ordinary Shares

• Includes an offer to Eligible CPS3 Holders to sell their CPS3 through a Buy-Back Facility and to reinvest the sale proceeds in Notes or receive the proceeds in cash

Offer size

• Up to $1 billion. ANZ reserves the right to raise less than $1 billion under the Offer

Term

• Perpetual unless Redeemed, Converted or Resold

• Mandatory Conversion on 20 March 2027 or following a Trigger Event or a Change of Control Event

• ANZ Optional Exchange on 20 March 2025 or following a Tax Event or Regulatory Event

Distributions

• Discretionary, non-cumulative distributions scheduled to be paid quarterly based on a floating rate (90 Day BBSW), subject to certain Payment Conditions including ANZ not breaching its APRA capital adequacy requirements

• Distribution Rate = (90 day BBSW + Margin) x (1 - Australian corporate tax rate)

• Margin expected to be in the range of 3.80% to 4.00% per annum

• Expected to be fully or substantially franked. If a Distribution is not fully franked, the cash amount of the Distribution will be increased to compensate holders for the unfranked portion of the Distribution

Ranking1

• In a Winding-Up of ANZ, the Notes rank for payment:

  • ahead of Ordinary Shares;

  • equally with ANZ Capital Securities and any other Equal Ranking Instruments; and

  • behind depositors, senior ranking securities and other creditors of ANZ

Purpose

• ANZ is issuing the Notes to help meet capital requirements set by APRA. APRA requires ADIs to maintain a level of regulatory capital to help promote the stability of ANZ and protect ANZ's depositors and other creditors

• APRA has confirmed that the Notes will constitute Additional Tier 1 Capital for regulatory capital requirements

• ANZ will use the proceeds to refinance CPS3 and for general corporate purposes

Offer structure

• The Offer includes:

  • ANZ Securityholder Offer to Eligible CPS3 Holders and eligible ANZ Securityholders;

  • Broker Firm Reinvestment Offer which is an offer to Eligible CPS3 holders; and

  • Broker Firm New Money Offer (should it proceed) to clients of syndicate brokers and to institutional investors

• Record date - 7:00pm AET on 11 August 2017

Listing

• Expected to trade under ASX code 'ANZPH'

ANZ Capital Notes 5

ANZ Capital Notes 4

ANZ CPS 3

ASX Code

ANZPH

ANZPG

ANZPC

Term

Perpetual, subject to Mandatory Conversion on 20 March 2027 (~9.5 years after its issue date)

Perpetual, subject to Mandatory Conversion on 20 March 2026 (~9.5 years after its issue date)

Perpetual, subject to Mandatory Conversion on 1 September 2019 (~8 years after its issue date)

Margin

Expected to be between 3.80% and 4.00%

4.70%

3.10%

Distribution Payment Dates

Quarterly

Quarterly

Half-yearly

Franking

Franked, subject to gross-up for non- franked portion

Franked, subject to gross-up for non- franked portion

Franked, subject to gross-up for non- franked portion

Conditions to payment of Distributions

Yes, subject to ANZ's discretion and Payment Conditions

Yes, subject to ANZ's discretion and certain payment conditions

Yes, subject to ANZ's discretion and certain payment conditions

Restrictions for non- payment of Distribution

Yes, applies to Ordinary Shares until the next quarterly Distribution Payment Date

Yes, applies to Ordinary Shares until the next quarterly distribution payment date

Yes, applies to Ordinary Shares until the next semi-annual CPS3 dividend payment date

Mandatory Conversion

20 March 2027 and a Change of Control

20 March 2026 and a change of control

1 September 2019 and a change of control

ANZ Early Redemption Option

20 March 2025 and for Tax or Regulatory Events

20 March 2024 and for tax or regulatory events

1 March 2018 and each subsequent semi- annual CPS3 dividend payment date and for tax or regulatory events

Conversion on Trigger Event

On a Common Equity Capital Trigger Event for the ANZ Level 1 and 2 Groups and Non-Viability Trigger Event. Write-Off if unable to convert.

On a Common Equity Capital Trigger Event for the ANZ Level 1 and 2 Groups and Non-Viability Trigger Event. Write-Off if unable to convert.

On a Common Equity Capital Trigger Event for the ANZ Level 2 Group

Capital Classification

Additional Tier 1

Additional Tier 1

Additional Tier 1 (Until 1 Sept 2019)