Australia and New Zealand Banking : ANZ repayment of remaining CPS3

News Release

For release: 17 January 2018

ANZ repayment of remaining CPS3 (ANZPC)

ANZ today announced it will repay the remaining CPS3 on issue (5,728,859) for their Issue Price of $100 each on 1 March 2018 and accordingly has issued an Exchange Notice in respect of those CPS3.

The last day of trading of CPS3 on ASX will be 12 February 2018.

CPS3 Holders on the Register on 14 February 2018 will be repaid $100 and will also receive a final Dividend of $1.4753 per CPS3 (subject to the conditions set out in the CPS3 Terms).

The Exchange Notice (including the terms and conditions) is attached.

The CPS3 were issued under the ANZ Convertible Preference Shares (CPS3) prospectus dated 31 August 2011 (replacing a prospectus dated 23 August 2011) which can be found at shareholder.anz.com/convertible-preference-shares. Definitions of all capitalised terms are set out in the Prospectus.

CPS3 Holders can contact Computershare for further information on 1800 11 33 99 (within Australia) or +613 9415 4010 (international).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OF AMERICA. This statement does not constitute an offer of any securities for sale. The securities referenced will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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

17 January 2018

Convertible Preference Shares issued by Australia and New Zealand Banking Group Limited ("ANZ" or "we") under a prospectus dated 31 August 2011 ("CPS3")

- Exchange Notice

Dear CPS3 Holder

Why are we writing to you?

The terms of the CPS3 ("CPS3 Terms") provide us with an option to repay the CPS3 on 1 March 2018.

This letter is notice to you ("Exchange Notice") that we are exercising that option to repay all outstanding CPS3. This is a "Redemption" for the purposes of the CPS3 Terms.

What is the amount to be repaid for CPS3?

ANZ will repay $100 for each CPS3.

How will the repayment take place?

The repayment will take place by way of a combination of a selective capital reduction of $99.9999 per CPS3 immediately followed by a redemption of each CPS3 for the balance of the remaining paid-up capital of each CPS3 (being $0.0001).

The selective capital reduction was approved by ANZ's shareholders at its annual general meeting on 19 December 2017. The redemption component does not require shareholder approval.

On what date will the repayment occur?

The repayment will occur on 1 March 2018.

Do CPS3 Holders need to do anything?

You do not need to do anything in response to this notice. If you hold CPS3 on 14 February 2018 (unless the repayment does not proceed), we will pay you $100 for each CPS3 in the same way as ANZ would make any other payment to you in respect of CPS3.

The last day of trading of CPS3 on ASX will be 12 February 2018.

What happens in respect of the dividends for the period to 1 March 2018?

Payment of the $1.4753 Dividend per CPS3 scheduled on 1 March 2018 is subject to conditions set forth in the CPS3 Terms. If those conditions are met, the person holding CPS3 on the Register on the Record Date for the Dividend (being 14 February 2018) will receive that Dividend on 1 March 2018.

How will you receive payment?

If you hold CPS3 on 14 February 2018 and have provided details of an Australian dollar account (other than a credit card account) with a financial institution in Australia to ANZ's share registry, Computershare, by 5:00pm (Australian Eastern Daylight Time) on 14 February 2018, $100 and any Dividend per CPS3 will be paid by direct credit to that account on 1 March 2018. Otherwise, payment to you will be by cheque sent through the post on 1 March 2018.

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