Australia and New Zealand Banking : Appendix 3B

f1940974-4156-4048-a8ee-4f0d6e425951.pdf 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).

U.S.$1,000,000,000 Perpetual Subordinated Contingent Convertible Securities ("Notes")

1 +Class of +securities issued or to be issued

US$1,000,000,000 of Notes

2Number of +securities issued or to be issued (if known) or maximum number which may be issued

Refer to the extracts of the Offering Memorandum dated 7 June 2016 attached to this Appendix 3B ("Offering Memorandum Extracts") (in particular the sections entitled "Overview of Terms" and "Description of the Notes").

Capitalised terms in this Appendix 3B have the meaning set out in the Offering Memorandum Extracts.

The Notes are fully-paid, direct, unsecured and subordinated obligations issued by ANZ acting through its London Branch.

The Issuer may, at its option, redeem the Notes, in whole but not in part, on the First Reset Date or any Reset Date thereafter. The Issuer may also, at its option, redeem the Notes, in whole but not in part, where a Tax Event occurs or where a Regulatory Event occurs. Redemption in these circumstances is subject to APRA's prior written approval and certain conditions as described in the section entitled "Description of the Notes" of the Offering Memorandum Extracts.

The Issuer will be required to Convert a number of Notes into Ordinary Shares (subject to the Maximum Conversion Number) following the occurrence of a Trigger Event (which comprises a Common Equity Capital Trigger Event or a Non-Viability Trigger Event). If Notes required to be Converted are not Converted within 5 Trading Days after the Trigger Event Conversion Date for any reason (including an Inability Event) they will not be Converted and instead will be Written Off, which means all rights in relation to those Notes (including to payment of interest and principal) will be terminated.

Holders of Notes have no voting or other rights in relation to Ordinary Shares until Ordinary Shares are issued to them.

3 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)

Unless Converted or Written Off, the Notes rank for payment of the prevailing principal amount of the Notes in a Winding Up, ahead of Ordinary Shares, equally among themselves, equally with Equal Ranking Instruments (including CPS2, CPS3, ANZ Capital Notes 1, ANZ Capital Notes

2 and ANZ Capital Notes 3, each as further described in section 8 below) and behind all Senior Creditors of ANZ, including depositors.

Holders' rights in relation to the Notes may be terminated where Conversion does not occur as required following a Trigger Event.

For more information in relation to the ranking of the Notes refer to the section titled "Description of the Notes - Status and Subordination of the Notes and how the Notes rank against other liabilities" of the Offering Memorandum Extracts.

1. 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

     U.S.$200,000 per Note and integral multiples of US$1,000 in excess thereof

2. Issue price or consideration

   The Issuer will use the proceeds of the offer for general corporate purposes outside Australia.

3. Purpose of the issue

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

Not applicable

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

Not applicable

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

Not applicable

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

Not applicable

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

Not applicable

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

Not applicable

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

Not applicable

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.

Not applicable

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

Not applicable

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

15 June 2016

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.