Australia and New Zealand Banking : Appendix 3B

Microsoft Word - Appendix 3B - options 22.04.16.doc Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Australia and New Zealand Banking Group Limited (ANZ)

ABN

11 005 357 522

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

Options to subscribe for ordinary shares

1 +Class of +securities issued or to be issued

18,817 options

1. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   18,817 Performance Rights (options) exercisable from 18 November 2018 and before the close of business on 17 November 2020 (after which date the Rights will lapse) at a zero exercise price and subject to the following performance conditions:

   • The Performance Rights will be granted in two equal tranches.

   • Tranche 1 (50% of the grant) will be subject to a relative TSR performance condition, with a Selected Financial Services comparator group; and

   • Tranche 2 (50% of the grant) will be subject to a relative TSR performance condition, with a S&P/ASX50 comparator

2. Principal terms of the

   +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if

   +convertible securities, the conversion price and dates for conversion)

   group; and

   • The proportion of Performance Rights that become exercisable will depend upon the TSR achieved by ANZ relative to the companies in the applicable comparator group for each tranche. Both tranches will be measured over the same period (since date of grant) and calculated as at the end of the three year performance period. Performance equal to the median TSR of the relevant comparator group will result in half of the Performance Rights for that tranche becoming exercisable. Each tranche is measured independently.

   • Performance above median will result in further Performance Rights for that tranche becoming exercisable, increasing on a straight-line basis until all of the Performance Rights for that tranche become exercisable where ANZ's TSR is at or above the 75th percentile of TSR in the relevant comparator group. Where ANZ's performance falls between two of the comparators TSR is measured on a pro-rata basis. The actual relative level of TSR, rather than simple ranking, will determine the level of vesting. An averaging calculation will be used for TSR over a 90 trading day period for start and end values in order to reduce share price volatility.

   Each TSR performance hurdle for the two tranches of Performance Rights will only be tested once at the end of the three year performance period. The percentage of Performance Rights in a tranche that vest as a result of the TSR calculation will be fixed for the duration of the exercise period. If the Performance Rights do not pass the performance hurdle on the testing date, or they are not exercised by the end of the exercise period (5 years from the date of grant), they will lapse.

   Inapplicable, as no ANZ options are currently listed save that in the event of exercise the resulting ordinary shares issued will rank equally in all respects from the date of allotment with the existing class of quoted securities.

3. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

   If the additional +securities do not rank equally, please state:

   • the date from which they do

   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     18,817 options - zero exercise price

4. Issue price or consideration

   18,817 options issued to an employee for retention/incentive purposes.

5. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

No

6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

N/A

6b The date the security holder resolution under rule 7.1A was passed

N/A

6c Number of +securities issued without security holder approval under rule 7.1

N/A

6d Number of +securities issued with security holder approval under rule 7.1A

N/A

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

N/A

6f Number of +securities issued under an exception in rule 7.2

N/A

6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values.

Include the source of the VWAP calculation.

N/A

6h If +securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

N/A

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

18,817 options - 18 November 2015 (the Issue was subject to a regulatory approval which has now been received)