ANZ launches Share Purchase Plan Offer

Dear ANZ Shareholder

2015 SHARE PURCHASE PLAN OFFER

I am pleased to invite you to participate in the Australia and New Zealand Banking Group Limited (ANZ) Share Purchase Plan off er (SPP Offer).

Background

The SPP Off er is part of a capital raising being implemented in conjunction with an institutional placement (Placement) to professional investors, which was announced on 6 August 2015. ANZ’s aim is to raise a total of $3 billion in additional capital.

This capital raising is being undertaken to meet additional capital requirements recently announced by the Australian Prudential Regulation Authority (APRA) for major Australian banks. This will increase ANZ’s capital ratio making it an even stronger bank.

Retail shareholders are a valued and important part of our investor base. And I assure you we considered their position deeply in deciding how to structure the mechanics of this capital raising.

This included consideration of a number of options such as consecutive underwritten dividend reinvestment plans and a rights issue. We particularly noted that the size of the capital raising was such that, under a rights issue, smaller shareholders would receive the right to purchase very few shares (they being offered 1 share for each 29 shares held). On balance, the combination of the Placement and SPP Off er was selected as it provides retail shareholders with important benefits:

• The SPP Off er provides you, as an Eligible Shareholder (subject to certain conditions), with an opportunity to participate in ANZ’s capital raising at a price no greater than the off er price under the institutional Placement. You are able to apply for up to $15,000¹ of ordinary shares (subject to scale back as indicated in the SPP Offer documents) in the capital of ANZ (SPP Shares), without paying brokerage.
• The vast majority of eligible retail shareholders will be able to apply for more shares through the SPP Offer than under a pro-rata rights issue. For our largest retail shareholders, many will also have had access to shares under the Placement through their broker relationships.

Your board believes this is a balanced outcome which on the one hand supports our loyal retail shareholders and on the other completes the capital raising in a fair, timely and effi cient way.

Participation in the SPP Off er is optional and is open to Eligible Shareholders who, at 7.00pm (AEST) on 5 August 2015, were registered as holders of ANZ ordinary shares and whose address on the share register is in Australia or New Zealand.

The off er price per SPP Share will be the lesser of:

• $30.95, being the off er price under the Placement conducted by ANZ on 6 August 2015; and
• the volume-weighted average price of ANZ ordinary shares traded on the ASX over the 5 trading days up to, and including, the day on which the SPP Off er is scheduled to close (Tuesday, 8 September 2015) less a 2% discount, rounded down to the nearest cent.

This means you will pay no more than $30.95 for each SPP Share delivered to you under the SPP Offer. 

ANZ has discretion as to the amount raised through the SPP Off er, and this includes reserving the right to scale back the off er if applications in excess of $500 million are received.

When does the SPP Offer open and how can I apply?

The SPP Off er opens on Monday, 24 August 2015 and will close at 5.00pm (AEST) on Tuesday, 8 September 2015. To participate you should either:

• complete and return your enclosed Application Form in accordance with the details on the form, together with your cheque, bank draft or money order drawn on an Australian bank in Australian dollars; or
• pay via BPAY® online or by telephone (for shareholders with an eligible Australian bank account only).

The enclosed SPP Off er Booklet contains more information about the application process.

Where can I get more information?

To understand further our deliberations which led to choosing this approach, I encourage you to carefully read the enclosed SPP Off er Booklet, which sets out the full details of the SPP Off er, together with other documents and information related to the SPP Off er which can be accessed at www.anz.com/spp. You should also consider seeking professional fi nancial and taxation advice before making a decision as to whether or not to participate in the SPP Offer.

For further information and assistance, please visit ANZ’s website at www.anz.com/spp or call the ANZ Information Line, Monday to Friday, 8.30am – 5.30pm (AEST) on 1300 406 727 (within Australia), 0800 174 007 (within New Zealand) or +613 9415 4104 (outside Australia).

Thank you for your continued support of ANZ and for considering this offer.

Yours sincerely

David Gonski

Chairman

1 All amounts are in Australian dollars.

2015 SHARE PURCHASE PLAN OFFER

Eligible Shareholders have the opportunity to participate in the Share Purchase Plan offer (SPP Offer) by applying for up to $15,000 of fully paid ordinary shares in ANZ (SPP Shares) without incurring brokerage. Details of this offer and how to participate are set out below.

SPP Shares issued under the SPP Offer will be issued on 17 September 2015. They will rank equally with existing fully paid ANZ ordinary shares (ANZ Shares), and carry the same voting rights, dividend rights and other entitlements.

IMPORTANT NOTICE

If you apply to participate in the SPP Offer, you are accepting the risk that the market price of ANZ Shares may change between the date on which you send in an Application Form and the Allotment Date. This means it is possible that, up to or after the Allotment Date, you may be able to buy ANZ Shares at a lower price than the price you pay under the SPP Offer. ANZ encourages you to consider seeking professional financial and taxation advice regarding your participation in the SPP Offer.

SPP OFFER KEY DATES

WHO IS AN ELIGIBLE SHAREHOLDER?

You are eligible to participate in the SPP Offer (an Eligible Shareholder) if you were a registered holder of ANZ Shares at 7.00pm (Melbourne time) on Wednesday, 5 August 2015 (Record Date) with an address on the share register in Australia or New Zealand (as shown on ANZ’s share register) unless:

(a) you hold shares on behalf of another person who resides outside Australia or New Zealand in which case you will not be eligible to participate in respect of the ANZ Shares of that person; or (b) you are, or are acting for the account or benefit of, a U.S. Person as defined in Regulation S under the US Securities Act of 1933, as amended (U.S. Person).

In accordance with relevant New Zealand securities law, a person who on the Record Date was registered as a holder of ANZ Shares with a New Zealand address but who at the time the SPP Offer opens (Monday, 24 August 2015) no longer holds ANZ Shares, is not eligible to participate in the SPP Offer.

ANZ has determined that it is not practical for holders of ANZ Shares with addresses on the ANZ share register in other jurisdictions to participate in the SPP Offer. (See “Foreign Securities Restrictions” below for more information on restrictions on participation.) All amounts are in Australian dollars, unless otherwise stated.

PARTICIPATION BY ELIGIBLE SHAREHOLDERS

Single holders – If you are the registered holder of a holding of ANZ Shares, but you receive more than one offer under the SPP Offer (for example, due to multiple registered holdings), you may only apply for up to a maximum amount of $15,000 of SPP Shares. 

Joint holders – If you are recorded with one or more other persons as the joint holder of a holding of ANZ Shares, that joint holding is considered to be a single registered holding for the purpose of the SPP Offer and certifications or representations given by a joint holder are taken to have been given by all joint holders. Joint holders are only entitled to participate in the SPP Offer in respect of that single holding.  If the same joint holders receive more than one offer under the SPP Offer due to multiple identical holdings, the joint holders may only apply for one maximum amount of $15,000 of SPP Shares.

Custodians – If you hold ANZ Shares as a custodian (as defined in the Australian Securities and Investments Commission (ASIC) Class Order 09/425) for one or more Beneficiaries (as defined below), the SPP Offer is made to the custodian and, subject to a number of conditions, the custodian has the discretion to extend the SPP Offer to the Beneficiaries. The custodian may apply for up to a maximum amount of $15,000 of SPP Shares for each Beneficiary, however, ANZ will not allocate SPP Shares unless the custodian certifies the matters set out in paragraph 9 of ASIC Class Order 09/425 in a certificate (Custodian Certificate) which it will need to provide to Computershare Investor Services Pty Limited (Computershare).

A Beneficiary is a person who resides in Australia or New Zealand for whom a custodian (being an Eligible Shareholder) held ANZ Shares on behalf of the Beneficiary on the Record Date, and who is not, or is not acting for the account or benefit of, a U.S. Person. 

Custodians wishing to participate on behalf of one or more Beneficiaries should contact the ANZ Information Line to obtain further information on how to apply and obtain a Custodian Certificate. Applications received from custodians must be accompanied by a duly completed and signed Custodian Certificate. 

Custodians will not be entitled to participate in the SPP if their participation would be in breach of ASIC Class Order 09/425.

HOW TO APPLY FOR SPP SHARES UNDER THE SPP OFFER

The SPP Offer opens on Monday, 24 August 2015. Under the SPP Offer, you may apply for shares in $1,000 increments from a minimum of $1,000 up to a maximum of $15,000 (subject to scale back described further below). 

APPLYING USING APPLICATION FORM

You may apply for SPP Shares under the SPP Offer by completing the enclosed Application Form and returning it, together with your cheque, bank draft or money order made payable to ‘ANZ Share Purchase Plan Account’ drawn on an Australian bank and in Australian dollars for the correct amount, to ANZ’s Share Registry in the enclosed reply-paid envelope. If you are a New Zealand shareholder, you will need to apply in Australian dollars and affix the appropriate postage stamp to the enclosed reply-paid envelope.

APPLYING ONLINE OR BY TELEPHONE

For Eligible Shareholders with an Australian bank account, you may apply for SPP Shares under the SPP Offer by making a BPAY® payment on the internet or by telephone by using the personalised customer reference number shown on your enclosed Application Form which is required to identify your holding. If you make your payment using BPAY® you do not need to return your Application Form, but are taken to make the certifications and representations described in this booklet. However, custodians applying for Beneficiaries must still complete and return a Custodian Certificate. Note that your financial institution may apply limits on your use of BPAY® and that you should make enquiry about the limits that apply in your personal situation.

You can obtain a copy of your personalised Application Form online from Monday, 17 August 2015 at www.investorcentre.com. If you have not logged into the Computershare Investor Centre previously, select the ‘Access a Single Holding’ button, enter your SRN/HIN postcode and follow the prompts. When logged into the Computershare Investor Centre, select ‘Statements and Documents’ then choose ‘Application Form’ to review your personalised Application Form (which contains your personlised BPAY® customer reference number). 

GENERAL INFORMATION

Do not forward cash. Receipts for payment will not be issued. Applications will not be accepted at ANZ branches or offices or at Computershare’s offices. Applications must be received by 5.00pm (Melbourne time) on Tuesday, 8 September 2015. Applications received after that time will not be accepted. 

If the amount of the cheque, bank draft or money order tendered with your Application Form or your BPAY® payment is:

– less than $1,000 – ANZ will not allocate any SPP Shares to you and will refund your application money to you;

– greater than $15,000 – subject to scale back, ANZ will allocate the maximum number of SPP Shares to you in relation to $15,000 and will refund the excess application money to you; or

– for an amount between $1,000 and $15,000 that is not a multiple of $1,000 – subject to scale back, ANZ will allocate to you the number of SPP Shares that would have been allocated had you applied for a multiple of $1,000 that is nearest to but less than the amount of your cheque, bank draft, money order or BPAY® payment, and will refund the excess application money to you.

ANZ will refund application monies received from ineligible shareholders, subject to compliance with its legal obligations. If your cheque does not clear, your application will not be accepted and you agree to be responsible for any dishonour fees or other costs incurred. If your cheque is dishonoured, it will not be re-presented. If your Application Form is incomplete, contains errors or is otherwise invalid or defective, ANZ may, in its sole discretion, accept, reject, correct or amend your application, allocate such number of SPP Shares to you as it considers appropriate, refund your application money, or take any combination of these actions. Any refund will be paid to you as soon as practicable following allocation. No interest will be paid to applicants on any refunded money.

Applications and payments under the SPP Offer may not be withdrawn once they have been received by ANZ. Application money will not bear interest as against ANZ under any circumstances. Please read the enclosed Application Form for further details of how to apply for SPP Shares under the SPP Offer.

PARTICIPATION IS OPTIONAL

Participation in the SPP Offer is entirely optional (subject to the eligibility criteria set out in this booklet). The offer to apply for SPP Shares is not a recommendation. If you are in any doubt about the SPP Offer, whether you should participate in the SPP Offer or how participation will affect you, you should consider seeking professional financial and taxation advice before making a decision as to whether or not to accept this offer.

APPLICATIONS MAY BE SCALED BACK

If applications for SPP Shares under the SPP exceed $500 million, ANZ may, in its absolute discretion, allocate to you less than the number of SPP Shares you have applied for (scale back). If there is a scale back, ANZ may in its absolute discretion determine to apply the scale back to the extent and in the manner that it sees fit, including by taking into account the size of your shareholding as at the Record Date. 

If there is a scale back you may receive less than the parcel of SPP Shares for which you have applied. If a scale back produces a fractional number of SPP Shares when applied to your parcel, the number of SPP Shares you will be allocated will be rounded up to the nearest whole number of SPP Shares.

In the event of a scale back, the difference between the application monies received, and the number of SPP Shares allocated to you multiplied by the offer price, will be refunded to you (as described below), without interest payable to you, as soon as practicable following allocation.

HOW WILL APPLICATION MONIES BE REFUNDED?

Any application monies refunded by ANZ will be paid by cheque or direct credit (the payment method will be determined by ANZ in its absolute discretion) in Australian currency. By applying for SPP Shares, each shareholder authorises ANZ to pay any monies to be refunded by using the payment instructions of the shareholder recorded in the Share Registry’s records if ANZ should elect to pay in this manner.

OFFER PRICE

Under the SPP Offer, Eligible Shareholders have an opportunity to apply for up to $15,000 of SPP Shares at an offer price, being the lesser of: 

– $30.95 being the offer price under the institutional placement conducted by ANZ on 6 August 2015; and

– the volume-weighted average price of ANZ Shares traded on ASX over the 5 trading days up to, and including, the day on which the SPP Offer is scheduled to close (Tuesday, 8 September 2015) less a 2% discount, rounded down to the nearest cent. 

Therefore, the maximum price that Eligible Shareholders will pay is $30.95 per SPP Share. ANZ will announce the final price for the SPP Offer after the offer closes on Tuesday, 8 September 2015. You should note that the ANZ Share price may rise or fall between the date the SPP Offer commences and the date when SPP Shares are allotted, or otherwise allocated, to you under the SPP Offer. This means that the price you pay per SPP Share pursuant to this offer may be either higher or lower than the ANZ Share price at the time of the offer or at the time the SPP Shares are allotted, or otherwise allocated, to you under the SPP Offer. ANZ recommends that you monitor the ANZ Share price and any ANZ announcements, which can be found on ANZ’s website at www.anz.com or in the financial pages of major Australian metropolitan newspapers, or on either of the following:

– Australian Securities Exchange (ASX) website at www.asx.com.au (ASX code: ANZ); and

– New Zealand Securities Exchange (NZX) website at www.nzx.com (NZX code: ANZ).

HOW MUCH CAN YOU INVEST?

The offer under the SPP Offer needs to comply with the relief issued by ASIC. Under that relief, Eligible Shareholders may only acquire up to a maximum of $15,000 of SPP Shares under a share purchase plan or similar plan in any 12 month period (except in certain circumstances as described in “Participation By Eligible Shareholders” above).

This limitation applies, for example, even if you receive more than one Application Form or if you hold ANZ Shares in more than one capacity 

– e.g., if you are both a single and joint holder of ANZ Shares, as set out in “Participation By Eligible Shareholders”. An Eligible Shareholder may apply on different Application Forms for SPP Shares but may not apply for SPP Shares with an aggregate value of more than $15,000. The $15,000 limit applies irrespective of the number of ANZ Shares you hold on the Record Date.

EFFECT OF APPLYING TO PARTICIPATE

If you apply to participate in the SPP Offer by submitting a BPAY® payment or completing and returning the Application Form, you will be deemed to have represented on behalf of each person on whose account you are acting that:

(a) you acknowledge that you are, and each person on whose account you are acting is, an Eligible Shareholder;

(b) you agree that your application is made on, and you agree to be bound by, the terms and conditions of the SPP Offer set out  in this booklet and the Application Form, and ANZ’s constitution;

(c) you declare that all details and statements in your Application Form are true and complete and not misleading;

(d) your application is irrevocable and unconditional;

(e) you acknowledge that the SPP Shares have not, and will not be,registered under the US Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction  outside Australia or New Zealand and accordingly, the SPP Shares may not be offered, sold or otherwise transferred except in  accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable securities laws;

(f) you have not and will not send any materials relating to the SPP Offer to any person in the United States or that is, or is acting for the account or benefit of a U.S. Person;

(g) the total of the application price for the following does not exceed $15,000:

– the SPP Shares the subject of your Application Form or BPAY® payment;

– any other SPP Shares applied for by you under the SPP Offer; and

– any other SPP Shares which you have instructed a custodian to acquire on your behalf under the SPP Offer, even though you may have received more than one offer under the SPP Offer or received offers in more than one capacity under the SPP Offer;

(h) you are in compliance with all relevant laws and regulations (including, without limitation, section 1043A of the Corporations Act 2001 (Cth) and sections 241 to 243 of the Financial Markets Conduct Act 2013 (insider trading) and laws and regulations designed to restrict terrorism financing and/or money laundering);

(i) you are not a “designated person” or “designated entity” (or other like term) for the purpose of any domestic or international law or regulation implementing United Nations sanctions; and

(j) you acknowledge that the market price of ANZ Shares may rise or fall between the date this offer commences and the date when SPP Shares are allotted, or otherwise allocated, to you under the SPP Offer and that the price you pay per SPP Share pursuant to this offer may exceed the market price of ANZ Shares at the time the SPP Shares are allotted, or otherwise allocated, to you under the SPP Offer.

CALCULATION OF THE NUMBER OF SPP SHARES TO BE ALLOCATED TO YOU

If you apply for SPP Shares under the SPP Offer, you will apply for a certain value, rather than a certain number, of SPP Shares. Subject to the terms and conditions in this booklet, the number of SPP Shares you are allocated will be determined by:

(a) if there is no scale back, dividing the aggregate application money that you pay in applying for SPP Shares by the offer price; or

(b) if there is a scale back, dividing the value of the parcel of SPP Shares allocated to you by the offer price. 

Any fractions of an SPP Share will be rounded up to the nearest whole number of SPP Shares. 

ALLOTMENT AND QUOTATION DATES 

SPP Shares are expected to be allocated under the SPP Offer on Thursday, 17 September 2015 and ANZ expects any new SPP Shares to be first quoted on ASX and NZX on Monday, 21 September 2015.

ANZ expects to dispatch a holding statement or confirmation advice in respect of the SPP Shares allocated to you under the SPP Offer on Thursday, 24 September 2015. You should confirm your holding before trading in any SPP Shares you believe have been allocated to you under the SPP Offer.

In advance of receiving your written confirmation of allocation of SPP Shares, you can check the number of SPP Shares allocated to you under the SPP Offer by using the Computershare Investor Centre at www.investorcentre.com and following the security access instructions (refer to “Applying online or by telephone” on page 2). 

FOREIGN SECURITIES RESTRICTIONS

This document does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States. The SPP Shares have not been and will not be registered under the US Securities Act, or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in, or to persons in, the United States, except in accordance with an available exemption from registration.

Because of these legal restrictions, and consistent with the representations contained in this booklet and the enclosed Application Form , you must not:

(a) send copies of this booklet or any other material relating to the SPP Offer to any person in the United States or who is, or is acting for the account or benefit of, U.S. Persons; or

(b) submit an Application Form or make payment by BPAY® or otherwise for SPP Shares for any person in the United States or who is, or is acting for the account or benefit of, U.S. Persons.

These documents have been prepared for publication in Australia and New Zealand only and may not be released elsewhere. Failure to comply with these restrictions may result in violations of applicable securities laws.

ADDITIONAL INFORMATION

The offer to purchase SPP Shares under the SPP Offer is non-renounceable. This means that you cannot transfer your right to acquire SPP Shares under the SPP Offer to anyone else.

No brokerage is payable by you in respect of the allocation of SPP Shares under the SPP Offer.

This offer of securities under the SPP Offer is in accordance with the requirements of ASIC Class Order 09/425. Subject to obtaining any necessary regulatory approval, if you apply for SPP Shares under the SPP Offer, ANZ reserves the right to issue new ANZ Shares and arrange for the purchase of some ANZ Shares in order to deliver SPP Shares under the SPP Offer to minimise any dilutive impact.

The SPP Shares are not being offered or sold to the public within New Zealand other than to Eligible Shareholders with registered addresses in New Zealand to whom the offer of SPP Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand). 

Once submitted, applications for SPP Shares under the SPP Offer cannot be withdrawn or altered. 

The entitlement to participate in the SPP Offer is in respect of ANZ Shares only.

For details regarding ANZ’s privacy policy and how your personal information is managed, please visit www.anz.com and click on the Privacy Policy link.

ANZ reserves the right to waive strict compliance with any provision of the terms and conditions in this booklet, to amend or vary these terms and conditions and to suspend or terminate the SPP Offer at any time. Any amendment, variation, suspension or termination will be binding on all Eligible Shareholders even where ANZ does not notify you of that event.

ANZ may make determinations in any manner it thinks fit, including in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP Offer, whether generally or in relation to any participant or application. Any determination by ANZ will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates. ANZ’s rights may be exercised by the Board or any delegate of the Board.

This offer is governed by the law in force in Victoria. By accepting this offer, you submit to the non exclusive jurisdiction of the courts of Victoria. 

FURTHER INFORMATION

If you have any questions in respect of the SPP Offer, please contact the ANZ Information Line, Monday to Friday, 8.30am – 5.30pm (Melbourne time) on: Telephone: 1300 406 727 (within Australia)

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