Australia and New Zealand Banking : Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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.

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

1 +Class of "^securities issued or to be issued

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

+ See chapter 19 for defined terms.

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29390304 3

3 Principal terms of the +securities Refer to the ANZ Capital Notes 5 Prospectus lodged with (e.g.if options, exercise price and ASIC and ASX on 16 August 2017 (Prospectus) (in expiry date; if partly paid particular Section 1 "Investment overview", Section 2

+securities, the amount outstanding "About ANZ Capital Notes 5" and the Note Terms in and due dates for payment; if AppendixA).

+convertible securities, the

conversion price and dates for Capitalised terms in this Appendix 3B have the meaning conversion) set out in the Prospectus.

ANZ Capital Notes 5 are fully paid, convertible, redeemable and resaleable, non-cumulative, perpetual, unsecured subordinated notes of ANZ.

On the first to occur of 20 March 2027 (if the Mandatory Conversion Conditions are satisfied on that date) and the first Distribution Payment Date after that date on which the Mandatory Conversion Conditions are satisfied, ANZ must Convert all of the ANZ Capital Notes 5 then on issue into Ordinary Shares.

ANZ may elect to Exchange all or some ANZ Capital Notes 5 on issue on 20 March 2025, where a Tax Event occurs, or where a Regulatory Event occurs. Exchange in these circumstances is subject to APRA's prior written approval and certain conditions as described in Section

2.3 of the Prospectus.

ANZ must Convert all (but not some only) ANZ Capital Notes 5 on the occurrence of a Change of Control Event. Conditions may apply to any Conversion following a Change of Control Event. Details are set out in Section

2.4 of the Prospectus.

ANZ will be required to Convert a number of ANZ Capital Notes 5 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 the ANZ Capital Notes 5 are not Converted within 5 Business Days for any reason (including because of an Inability Event) they will be Written Off, which means all rights in relation to those ANZ Capital Notes 5 will be terminated, and those Holders will not have their capital repaid.

Holders of ANZ Capital Notes 5 do not have any right to vote at meetings of members of ANZ. Holders have certain voting rights which can be exercised at a meeting of Holders.

+ See chapter 19 for defined tenns.

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4Do the "^securities rank equally in In a winding-up of ANZ, ANZ Capital Notes 5 all respects from the +issue date rank ahead of Ordinary Shares, equally among with an existing +class of quoted themselves, equally with Equal Ranking "^securities? Instruments (including ANZ Capital Securities) and behind all Senior Creditors of ANZ,

If the additional +securities do not includingdepositors.

rank equally, please state:

•the date from which they do Holders' rights in relation to ANZ Capital

•the extent to which they Notes 5 may be terminated where Conversion participate for the next does not occur as required following a Trigger dividend, (in the case of a trust, Event.

distribution) or interest

payment

•the extent to which they do not For more information in relation to the ranking rank equally, other than in of ANZ Capital Notes 5 refer to Section 1.3 of relation to the next dividend, theProspectus.

distribution or interest payment

5 Issue price or consideration $100per ANZ Capital Note 5

6 Purpose of the issue ANZ will use the proceeds of the Offer to (Ifissued as consideration for the refinance CPS3 and for general corporate acquisition of assets, clearly purposes.

identify those assets)

6aIs the entity an "'"eligible entity that Not applicable

has obtained security holder approval under rule 7.1 A?

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

6bThe date the security holder Not applicable

resolution under rule 7.1 A was passed

6cNumber of +securities issued Not applicable

without security holder approval under rule 7.1

6dNumber of +securities issued with Not applicable

security holder approval under mle 7.1A

+ See chapter 19 for defined terms.

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6eNumber of "^securities issued with Not applicable

security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6fNumber of+securities issued under Not applicable

an exception in rule 7.2

6g If +securities issued under rule Not applicable

7.1 A, 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.

6hIf +securities were issued under Not applicable

rule 7.1 A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

6i Calculate the entity's remaining Notapplicable

issue capacity under rule 7.1 and rule 7.1 A - complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates ANZ Capital Notes 5 are expected to be issued

Note: The issue date may be prescribed by ASX September 2017.

(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. _______________________________________________________________

+ See chapter 19 for defined terms.

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