2017 ANNUAL REPORT ANZ 2017 ANNUAL REPORT

WE WANT OUR CUSTOMERS TO VALUE US AND THE COMMUNITY TO TRUST US. FOR THIS TO HAPPEN WE KNOW THAT THINGS NEED TO CHANGE AT ANZ.

Cover story — Latrobe Valley Bus Lines Rhonda Renwick and her dedicated team at Latrobe Valley Bus Lines are rolling out new buses that are at the leading edge of transport technology in Australia. Since 2015 Latrobe Valley Bus Lines has been investing in low emission technologies which improve the efficiency and environmental impact of its buses. The newest vehicles in the fleet have been designed to dramatically reduce particulate emissions in the atmosphere. Latrobe Valley Bus Lines has been trialling new hybrid technology and will introduce eight new hybrid vehicles into the fleet over Rhonda Renwick, Managing Director the next three years. As the company focuses on its mission of helping the community, and providing the highest quality and safest service for its We are proud to be supporting a business like Latrobe Valley customers and employees, it has benefitted from its long-term Bus Lines — a Certified B Corporation — which shares our relationship with ANZ. commitment to helping communities thrive. It supports local manufacturing, is dedicated to fostering an inclusive “ANZ’s proactive team has a genuine understanding of our and safe workplace and promotes a number of grassroots business goals, providing flexibility along with competitive community organisations. banking options,” Rhonda explains.

CONTENTS

Our 2017 Reporting Suite 3 Our Approach to Risk Management 34 2017 Highlights 4 Remuneration Report 36 Chairman's Message 6 Directors' Report 62 CEO's Message 8 Auditor’s Independence Declaration 64 About our Business 10 Financial Report 65 Our Strategy 12 Shareholder Information 161 Our Performance 14 Glossary 169 Governance 24 Contacts 171

2 OUR 2017 REPORTING SUITE

OUR 2017 REPORTING SUITE

Stakeholder expectations of corporate reporting are changing and Our Corporate Governance Statement which discloses the we need to respond. We recognise that stakeholders want a more extent to which ANZ has complied with the ASX Corporate holistic understanding of how we are creating value over time — Governance Council’s ‘Corporate Governance Principles beyond the short or medium-term — and the opportunities and & Recommendations — 3rd edition’. We also provide our challenges impacting our future. A strong financial performance Principal Risks and Uncertainties. Both are available each year, while critical to the success of the bank, is not of at anz.com/corporategovernance. itself the whole story and reflects little about who we are as Our 2017 ANZ Corporate Sustainability Review which informs an organisation and the role we play in society. stakeholders about our performance against our material social, Our core reporting suite includes: environmental and economic opportunities and challenges. This report, our 2017 Annual Report, which describes our We will continue to evolve and improve our reporting suite strategy, our performance against that strategy and in light of over the coming years and therefore welcome feedback on this that performance how we remunerated our Senior Executives. report. Please address any questions, comments or suggestions Our 2017 Annual Review which concisely describes how we to [email protected]. manage our business, including the way in which we incorporate social and environmental considerations into our decision- making. It draws on aspects of the International Integrated Reporting Framework.

ANZ's 2017 reporting suite also includes the following documents available at shareholder.anz.com: •• News Release •• Results Presentation and Investor Discussion Pack 2. •• Results Announcement •• The Company 2017 Financial Report •• UK DTR Submission – Principal Risks and Uncertainties •• APS 330 Pillar III Disclosure at 30 September 2017

1. 2017 Annual Review anz.com/annualreport 2. 2017 Corporate Governance Statement anz.com/corporategovernance 1. 3. 3. 2017 ANZ Corporate Sustainability Review anz.com/cs

3 ANZ 2017 ANNUAL REPORT

2017 HIGHLIGHTS

$3,415M $6.9 taxes paid2 11.9

%cash return on equity1 BNcash profit1

$131M

20% + reduction in 496,900 in community investment Greenhouse Gas people reached through (includes foregone revenue)3 emissions4 our financial education program MoneyMinded5

1. Cash profit excludes non-core items included in statutory profit and is provided to assist readers in understanding the result of the ongoing business activities of the Group. 2. Total taxes borne by the Group, includes unrecovered GST/VAT, employee related taxes and other taxes. 3. Figure includes foregone revenue of $107 million, being the cost of providing low or fee-free accounts to a range of customers such as government benefit recipients, not-for-profit organisations and students. 4. From premises energy against a 2013 baseline. 5. This is the estimated number of people who have benefited from ANZ’s MoneyMinded financial education program since 2003.

4 2017 HIGHLIGHTS

“THE MARKETPLACE GAVE VISITORS A CHANCE TO LEARN ABOUT THE IMPORTANT JOB OUR LOCAL FARMERS DO IN PRODUCING OUR FOOD” — Christine Linden, General Manager, Regional Business Banking, ANZ

During the year we held a Regional Marketplace at our head office in Docklands, where staff and visitors had the opportunity to sample and purchase the produce of several of our Victorian and Tasmanian customers.

113,127 hours volunteered 11.9 160 by employees 250 people employed from 6 CENTSfully franked dividend for FY17 under-represented groups

NET PROFIT NET PROFIT PROFIT NET CUSTOMER AFTER TAX AFTER TAX BEFORE LOANS AND DEPOSITS7 $M (Cash1) PROVISIONS ADVANCES7 $BN $M AND INCOME $BN TAX (Cash1) $M 575.9 580.3 11,041 467.6 10,155 449.6

6,938 6,406 $6.9 BN 5,709 5,889 funded and facilitated in low carbon and sustainable solutions since 2015 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017

12% 18% 9% 1% 4%

6. Includes Aboriginal and Torres Strait Islander people, people with a disability and refugees. 7. Includes assets and liabilities held for sale.

5 ANZ 2017 ANNUAL REPORT

CHAIRMAN’S MESSAGE , AC

In 2017 ANZ produced good results for shareholders, Community Engagement our customers and the communities in which we operate. Banks are facing significant challenges to re-establish the trust of the community. We need to own up to our mistakes and swiftly Financial Outcomes make things right. We have been slower than the community Our statutory profit was $6.4 billion, up 12%. Cash profit (which expects to be more transparent, to listen and to treat our customers excludes non-core items from statutory profit) was $6.9 billion, fairly and responsibly. up 18%. The final dividend of 80 cents per share brought the What is particularly pleasing about 2017 is we have not only total dividend for the year to 160 cents per share fully franked, delivered better outcomes for shareholders, we are also making unchanged compared to 2016. This reflects a dividend payout genuine progress in delivering better outcomes for customers ratio of 68% of Cash Profit with $4.6 billion in dividends paid to and in rebuilding community trust. shareholders, moving ANZ closer to our target fully franked payout ratio of 60-65% of cash profit. This has been supported by the establishment of the Responsible Business Committee, led by the Chief Executive , Rapid economic, technological and social changes are a hallmark and the revision of the charter for the Environment, Sustainability of the world we live in. As one of the region’s major banks, we and Governance Board Committee (ESG). The aim of both have a clear strategy, which is being supported by bold action, Committees is to advance ANZ’s core purpose and increase focus to make sure ANZ is fit and ready for this future. on ESG issues. In 2017 we made good progress to becoming a better balanced, We have committed to support the Australian Bankers’ better capitalised and more efficient bank. This has seen the Association Better Banking initiatives and to implementing the new shape of ANZ emerge. Our retail and commercial businesses 21 recommendations from Stephen Sedgwick’s independent in Australia and New Zealand now account for 53% of our capital, review of product sales commissions and product-based payments up from 44% at the end of 2015. Our Common Equity Tier One capital in Australian retail banking. The Board and the CEO are overseeing ratio reached 10.6% at the end of the year and our cost base has the implementation of the recommendations, with management reduced in absolute terms with annual costs down for the first providing regular program updates to the Board Human time since 1999. Resources Committee.

6 CHAIRMAN’S MESSAGE

“IN 2017 WE MADE GOOD PROGRESS TO BECOMING A BETTER BALANCED, BETTER CAPITALISED AND MORE EFFICIENT BANK. WE PAID OUT $4.6 BILLION IN DIVIDENDS.”

All recommendations are expected to be met within intended Outlook timeframes, with progress this year including; Branch and Contact We expect the revenue growth environment for banking will Centre staff incentive plans being changed to balanced scorecard plans, continue to be constrained as a result of intense competition creating a strong alignment between performance management and and the effect of regulation, including the full impact of the major incentive rewards. All roles in the scope of the Sedgwick review are bank levy in Australia. on track to have the financial objective weighting in scorecards at less This environment is not new to us and our strategy is ensuring than 33% for FY18 and staff recognition programs that were focused we focus only on those areas where we can deliver exceptional on recognising and rewarding sales outcomes have also been changed customer outcomes, solve real customer needs and, in doing or closed. We are also working actively with the industry as part of the so, make a decent return for our shareholders. Combined Industry Forum in relation to responding to the Sedgwick recommendations for third parties and ASIC’s proposals for As a result, ANZ’s capital position has improved significantly mortgage broking. and we already meet APRA’s ‘unquestionably strong’ 2020 capital target. In 2018, as we receive the proceeds from the already We have also delivered a range of initiatives for customers to announced divestment of non-core businesses, we will have make banking fairer and simpler. For example, in Australia we have the flexibility to consider capital management initiatives. introduced a lower interest rate credit card and removed ATM fees. As we continue to deliver the benefits of our strategy, we are We still have much to do to rebuild community trust, well positioned to create value for our shareholders, customers, however we know we need to change and we are changing. employees and the community in 2018 and beyond. The Board is pleased with what has been achieved in 2017 and take this opportunity of thanking all of the employees of ANZ for their hard work and dedication.

David Gonski, AC Chairman

7 ANZ 2017 ANNUAL REPORT

CEO’S MESSAGE SHAYNE ELLIOTT

Two years ago it was clear that we This has included the divestment of our pensions and investments business in Australia, our retail and wealth businesses in six Asian needed to reshape ANZ’s future. countries, UDC asset finance in New Zealand, and our minority We had a strong and successful investments in China’s Shanghai Rural Commercial Bank and business, however in recent times Metrobank Card Corporation in the Philippines. These choices have also involved a significant reshaping of our the external environment was Institutional Banking business as part of improving the capital changing faster than we were and allocation and improving returns. This year it has involved a further $18 billion reduction in Credit Risk Weighted Assets, bringing the total our customers, the community reduction since September 2015 to $46 billion or 27%. We are also and our shareholders expected focusing on a smaller number of customers who most value much more from us. our capabilities and our network, including our presence in Asia. Today, we are at the mid-point of executing a multi-year transformation of ANZ and I am pleased to report that 2017 has seen better outcomes Our strategy for shareholders and genuine progress in delivering better outcomes To ensure ANZ adapted more quickly, we simplified our strategy for customers and in rebuilding community trust. to focus on being the best bank for people who want to buy and own a home, and for people who want to start, run and grow Customers and the Community a business. In Institutional Banking, we want to be the best bank For customers our progress includes initiatives to make banking in the world for customers who move goods and money around fairer and simpler supported by an increased emphasis on the Asia-Pacific region. innovation. For example, we extended our mobile payments leadership, established with Apple PayTM and Android PayTM, This allowed us to focus our resources on opportunities where we with the launch of Samsung Pay and FitBitTM Pay. Mobile payments have a competitive advantage and can win. However, we have are also important for small business and we introduced BladePayTM also made some difficult calls. Some say the essence of strategy to support this growing opportunity. is choosing what not to do. We have chosen to sell businesses or investments where we were not in a winning position or We also believe in the value of voice-activated transactions and developing our ANZ brand, or where they added unnecessary launched MyVoice identity and security solutions in Australia complexity and risk. and New Zealand.

8 CEO’S MESSAGE

“I WANT US TO BE KNOWN AS A COMPANY THAT’S RESPECTED FOR BEING FAIR AND BALANCED IN THE WAY WE THINK ABOUT ISSUES AND FOR TAKING ACTION TO MEET THE EXPECTATIONS OF OUR CUSTOMERS, EMPLOYEES AND SOCIETY.”

We are also rebuilding trust through a focus on our core purpose: •• Increase digitisation. Focusing on mobile and voice to help shape a world where people and communities thrive. solutions for customers. We invested more than $131 million in the communities in which •• Culture. Building a stronger sense of core purpose, ethics we operate and I am particularly proud of the impact our financial and fairness, and investing in people who can sense and education and employment programs are having in terms of navigate the rapidly changing world. creating opportunities for more people to participate socially and economically. ANZ today is leaner, stronger and fitter; better placed to manage the changing environment while still investing in new capabilities We are focused on creating the right culture to support our to deliver long-term sustainable earnings growth. strategy. The way in which we treat our stakeholders is reinforced We could not have achieved so much in 2017 without the sustained by our values. Our values – the behaviours expected of our people effort and dedication of our people, and I thank them all for – are not just words on a page. They are embedded in how we do their contribution. things like how we manage and reward our people’s performance. They are also used as a foundation for good decision making and embedded in our operating rhythm, for example, across our Australian Branch Network. We took a positive and proactive stance at our appearances before the Australian Parliament. We have made product, fee and rate Shayne Elliott changes to benefit customers and the community and everyone CEO in the senior management team has spent more time in branches, call centres and regional and rural areas talking to our customers and the community. Looking ahead, we are seeking to deliver value to all our stakeholders through four factors: •• Simplicity and focus. Choosing a few things to do, doing them extremely well and stopping everything else. •• Speed to market. Listening to customers, testing, developing and launching solutions quickly and repeating at pace.

9 ANZ 2017 ANNUAL REPORT ABOUT OUR BUSINESS

OUR PURPOSE Our purpose is to help shape a world in which people and communities thrive. That means striving to create a balanced, sustainable society in which everyone can take part and build a better life.

OUR CULTURE OUR CORPORATE AND VALUES SUSTAINABILITY FRAMEWORK Our values are the foundation of how we work and how Our Corporate Sustainability Framework supports our business we bank. We recognise that we must live our values every day strategy and is aligned with the bank’s purpose. The Framework if we are to execute our strategy successfully and earn back has three key areas of focus: the community’s trust. •• Sustainable Growth To support our strategic priority to drive a purpose and •• Social and Economic Participation values-led transformation of the bank, this year we refreshed our •• Fair and Responsible Banking values with input from more than 1,000 employees. Our values, which include a strong focus on speaking up and respectfully disagreeing, are supported by our Code of Conduct and Ethics. It is a requirement that all employees comply with the Code, which contains eight guiding principles and sets the standards for the way we do business at ANZ.

We care about:

SUSTAINABLE FAIR AND INTEGRITY GROWTH RESPONSIBLE BANKING SHAPE A WORLD WHERE PEOPLE AND COMMUNITIES COLLABORATION THRIVE

SOCIAL AND ECONOMIC ACCOUNTABILITY PARTICIPATION

RESPECT

EXCELLENCE

10 ABOUT OUR BUSINESS

Founded in 1835 and headquartered in Australia, we provide banking and financial products and services to individual and business customers, operating across 34 markets.

OUR DIVISIONS Our business is structured across the following divisions: ~8 million Retail, commercial and Australia: comprises the Retail and the Corporate and instituitional customers Commercial Banking business units, providing a full range of banking services. Institutional: services global institutional and business customers located in Australia, New Zealand, Asia, Europe, America, Papua New Guinea and the Middle 44,896 East across three product sets: Transaction Banking, Full-time equivalent employees Loans & Specialised Finance and Markets. New Zealand: comprises the Retail (including wealth management services) and Commercial business units providing a full range of banking services. Wealth Australia: provides investment, superannuation, $86.9 billion insurance and financial advice services. Market capitalisation Asia Retail & Pacific: comprises the Asia Retail and Pacific business units, connecting customers to specialists for their banking needs. Digital banking: leads the strategic development and 520,000+ delivery of a superior digital experience for the bank’s Shareholders. 58% 1 of ANZ’s shares customers and staff. are held by Institutional investors These divisions are supported by Group-wide functions and the remaining 42%1 by including Technology, Services & Operations and Group Centre. Retail investors.

ANZ is listed on the Australian Securties Exchange (ASX) with a secondary listing on the New Zealand Exchange (NZX).

1. Based on beneficial ownership.

EARNING COMPOSITION BY GEOGRAPHY OUR INTERNATIONAL PRESENCE New Zealand $1,740 million Australia 

New Zealand International Australia $581 million International $4,617 million

Asia Pacific Cambodia, China, Hong Kong, American Samoa, Cook Islands, India, Indonesia, Japan, Laos, Fiji, Guam, Kiribati, New Caledonia, Malaysia, Myanmar, the Philippines, Papua New Guinea, Samoa, Singapore, South Korea, Taiwan, Solomon Islands, Timor-Leste, Thailand, Vietnam Tonga, Vanuatu Europe Middle East U.A.E. (Dubai) France, Germany, United Kingdom United States of America

11 ANZ 2017 ANNUAL REPORT

OUR STRATEGY OUR STRATEGY IS FOCUSED ON BECOMING SIMPLER, BETTER BALANCED AND MORE SERVICE-ORIENTED TO HELP PEOPLE AND BUSINESSES RESPOND TO A CHANGING WORLD.

Successful execution of our strategy will deliver consistently strong results for our shareholders, achieving a balance between growth and return, short and long-term results and financial and social impact.

CREATE A SIMPLER, FOCUS OUR EFFORTS BETTER CAPITALISED, ON AREAS WHERE BETTER BALANCED WE CAN CARVE AND MORE AGILE BANK OUT A WINNING POSITION

FY17 PROGRESS FY17 PROGRESS

Simpler bank: •• Established banking relationships with ~250,000 net new retail •• Continued to reshape and simplify the organisation, reducing full-time customers in Australia and New Zealand. equivalent staff by 4%, including 6% reduction in senior management. •• In Australia, we strengthened our number 3 home loan market share •• Reduced total costs in absolute terms, down year on year for the position, introduced First Home Buyer coaches, and for the first time first time since 1999. home loan accounts exceeded 1 million. Better capitalised: •• In New Zealand, we maintained our number 1 market share position 1 •• Increased Common Equity Tier 1 capital by 96 basis points to 10.6%. in home loans, held a leading position in overall brand consideration (at 51%) and increased our Retail Net Promotor Score2. •• Generated 229 basis points of organic capital, primarily driven by earnings growth and reduction in the Group’s Risk Weighted •• Grew small business deposits by 9% in Australia and commercial Assets (RWA). deposits by 6% in New Zealand. Better balanced: •• Further rebalanced the portfolio, with capital allocated to Retail and Commercial in Australia and New Zealand increasing by 9% to 53% since 2015. •• Improved risk adjusted returns in Institutional, through a combination of $18 billion reduction in credit RWA and improvement in earnings composition of markets, transaction banking and lending. •• Progressed the sale of non-core businesses and minority investments, expected to deliver an estimated 80 basis points of capital once complete. FY18 PRIORITIES FY18 PRIORITIES

•• Complete transactions in train and further progress the sale •• Maintain momentum in our home loan and small business of non-core businesses and minority investments. franchises to deliver consistent, above-system growth in •• Continue repositioning the Institutional business, targeting a cautious and responsible way. further RWA reductions and improved returns. •• Build Home Owner and Small Business Ecosystems to engage •• Deliver a step-change in our cost structure. customers and improve the customer proposition and drive new revenue streams. •• Run the bank prudently, balancing growth, return and risk. •• Build our Institutional’s regional trade, cash management and markets platforms. •• Build a platform that makes payments easier, cheaper and more integrated for individuals and organisations.

1. Source: McCulley Research Brand Tracking (online survey, first choice or seriously considered); six month rolling average. 2. Retail Market Monitor, Camorra Research, Sep'16 & Sep'17 (monthly). 12 OUR STRATEGY

“WITH ANZ, WE’VE FOUND A MORE PERSONALISED APPROACH. THEY’RE INTERESTED IN US BOTH AS PEOPLE, AND AS A GROWING BUSINESS.” — Kathy Grant Kathy Grant and Justin Davenport, Lux Design Group — clothing designers, wholesalers, importers and manufacturers.

DRIVE A PURPOSE BUILD A SUPERIOR EVERYDAY AND VALUES-LED EXPERIENCE FOR CUSTOMERS TRANSFORMATION AND OUR PEOPLE TO OF THE BANK COMPETE IN THE DIGITAL AGE

FY17 PROGRESS FY17 PROGRESS

•• Established CEO-led Responsible Business Committee and revised •• The only Australian major bank to offer payment options across Charter of Environment, Sustainability and Governance Board Apple PayTM, Apple Watch Pay, Android PayTM, Samsung Pay and Committee to advance ANZ’s purpose and increase focus FitBitTM Pay — backed by the ability to make high-value transactions on ESG issues. easier with the introduction of voice biometrics. •• Contributed $131 million in community investment supported •• Expanded accessibility features for ANZ Visa Debit cards including by 113,127 community volunteering hours by employees. features to assist customers with visual impairment and •• Engaged our people and continued to build positive advocacy reading difficulties. for ANZ and the industry through ‘The ANZ Way’, focusing on •• Acquired online property site RealAs to bolster our digital offering ANZ’s purpose, strategy, refreshed values and Code of Conduct. in Australia’s property market. •• Introduced a new ‘balanced scorecard’ incentive plan in our •• Added to small business product offerings through our branches and retail banking contact centres, increasing the Employment Hero partnership while adding payments capability weighting to good customer outcomes, and established with BladePayTM and FastPay® Next Generation. a new role of Customer Fairness Advisor. •• Implemented key priorities of our revised Human Rights Standards, including strengthened customer due diligence and employee training.

FY18 PRIORITIES FY18 PRIORITIES

•• Act boldly and aligned with our purpose to re-engage with •• Simplify and standardise our technology landscape in support the community, regain trust and differentiate ANZ. of our ambitions. •• Embed our values and 'New Ways of Leading' with all leaders •• Introduce 'New Ways of Working', to more rapidly deliver valuable across the bank. new features and services to our customers, engage our people •• Continue to change the way we communicate internally and attract new talent. to create a more transparent, open culture. •• Build the skills required to develop compelling customer propositions, unlock the value of data and optimise our core processes. •• Better utilise data to strengthen relationships, grow revenue and improve risk management.

13 ANZ 2017 ANNUAL REPORT

OUR PERFORMANCE

GROUP PERFORMANCE

Return on Equity – cash (%) Cost to Income – cash (%) Common Equity Tier 1 (%)

11.9% 50.7% 10.6% 10.3% 46.1% 9.6%

2016 2017 2016 2017 2016 2017

Earnings per Share – cash (cents) Liquidity Coverage Ratio (%) APRA Leverage Ratio (%)

202.6 237.1 135% 5.4% 126% 5.3%

2016 2017 2016 2017 2016 2017

Statutory net profit after tax for the year ended 30 September 2017 increased 12% on the prior year to $6,406 million. Statutory return on equity is 11.0% and statutory earnings per share is 220.1 cents, an increase of 11% on prior year. The table below presents our performance on a statutory and cash basis.

2017 2016 Statutory Cash Statutory Cash Income Statement $m $m $m $m Net interest income 14,872 14,872 15,095 15,095 Other operating income 5,401 5,617 5,451 5,499 Operating income 20,273 20,489 20,546 20,594 Operating expenses (9,448) (9,448) (10,439) (10,439) Profit before credit impairment and income tax 10,825 11,041 10,107 10,155 Credit impairment charge (1,198) (1,199) (1,929) (1,956) Profit before income tax 9,627 9,842 8,178 8,199 Income tax expense and non-controlling interests (3,221) (2,904) (2,469) (2,310) Profit 6,406 6,938 5,709 5,889

WHY WE USE CASH PROFIT TO EXPLAIN THE GROUP’S FINANCIAL PERFORMANCE We use non-IFRS metrics to manage our business. In general, they capture items that can be controlled by management and reflect our business activities. We use these metrics internally to set targets and incentivise our Senior Executives and leaders through our remuneration plans. In addition, we believe focusing on underlying operations is particularly important as we continue to strategically reposition ourselves to create a simpler, better capitalised, better balanced and more agile bank. Since 1 October 2012, the Group has used cash profit to measure performance of business activities. It is an industry wide measure which enables comparison with our peer group. We calculate cash profit by adjusting statutory profit for non-core items. Cash profit is not subject to review or audit by the external auditor. Our external auditor has informed the Audit Committee that adjustments have been determined on a consistent basis across each of the periods presented.

14 OUR PERFORMANCE

ADJUSTMENTS BETWEEN STATUTORY PROFIT AND CASH PROFIT

$m 6,938 333

110 (3) 34 58 6,406

FY17 Treasury Revaluation of Economic and Structured credit Reclassification FY17 Statutory profit shares policy liabilities revenue hedges intermediation of SRCB to Cash profit adjustment trades held for sale

Description of adjustments between statutory profit and cash profit: Adjustment Reason for the adjustment Treasury shares Wealth Australia holds ANZ shares as investments backing policy liabilities which are revalued through the Income adjustment Statement. These shares are deemed to be Treasury shares and all dividends and realised and unrealised gains and losses associated with the shares are eliminated for statutory purposes. From a cash profit perspective, earnings on these shares are included to ensure there is no asymmetrical impact between policy liabilities and the assets held to support such liabilities. Revaluation of To calculate certain policy liabilities, projected future cash flows on insurance contracts are discounted at a market policy liabilities discount rate to the present value of the obligation. Any change is reflected in the Income Statement each period. The volatility from changes in market discount rates is removed from cash profit each year as the impact reverts to zero over the life of the insurance contract. Economic hedges Fair value gains and losses are recognised in the Income Statement on economic and revenue hedges used to and revenue hedges manage interest rate and foreign exchange risk. The mark to market adjustments on these derivatives, not designated in an accounting hedge, are removed from cash profit as the fair value gains or losses will reverse over time to match the profit or loss on the hedged item. Included in economic hedges are funding related swaps, select structured finance and specialised leasing transactions. Structured credit ANZ entered into a series of structured credit intermediation trades with US financial guarantors from 2004 to 2007. intermediation trades The underlying structures involve credit default swaps (CDSs) over synthetic collateralised debt obligations (CDOs), portfolios of external collateralised loan obligations (CLOs) or specific bonds/floating rate notes (FRNs). ANZ sold protection using CDSs over these structures and then to mitigate risk, purchased protection via CDSs over the same structures from eight US financial guarantors. Being derivatives, both the sold protection and the purchased protection are measured at fair value and marked to model. The gains or losses on structured intermediation trades is an adjustment to cash profit as it relates to a legacy business and, unless terminated early, fair value movements are expected to reverse to zero in future periods. Reclassification of SRCB Represents the impact of reclassifying Shanghai Rural Commercial Bank (SRCB) to an asset held for sale in 2017. to held for sale This will be materially offset by a release of the foreign currency translation and available-for-sale reserves upon transaction completion in late 2017. Credit risk on Nil profit after tax impact. The charge to income for derivative credit valuation adjustments on defaulted and impaired derivatives impaired derivative exposures has been reclassified to cash credit impairment charges to reflect the manner in which the defaulted and impaired derivatives are managed. Policyholders Nil profit after tax impact. For statutory reporting purposes, policyholder income tax and other related taxes paid tax gross up on behalf of policyholders are included in net funds management and insurance income and income tax expense. The gross up has been excluded from cash profit as it does not reflect the underlying performance of the business which is assessed net of policyholder tax.

15 ANZ 2017 ANNUAL REPORT

OUR PERFORMANCE (continued)

CASH PROFIT PERFORMANCE

$m 757 (594) 991 6,938 5,889 (223) 118

FY16 Net interest Other operating Operating Credit Income tax FY17 Cash profit income income expenses impairment expense & Cash profit charge non-controlling interests

2017 2016 Income Statement $m $m Movt Net interest income 14,872 15,095 -1% Other operating income 5,617 5,499 2% Operating income 20,489 20,594 -1% Operating expenses (9,448) (10,439) -9% Profit before credit impairment and income tax 11,041 10,155 9% Credit impairment charge (1,199) (1,956) -39% Profit before income tax 9,842 8,199 20% Income tax expense and non-controlling interests (2,904) (2,310) 26% Cash profit 6,938 5,889 18%

Cash profit increased 18% partly reflecting the impact of a number of large/notable items taken in 2016 and rigorous cost management in 2017. Net interest income decreased $223 million (-1%) largely due to a 8 basis point decrease in the net interest margin, partially offset by 2% growth in average interest earning assets. The growth in average interest earning assets reflects ANZ’s strategic focus on home loans, in particular owner occupier, partially offset by reductions from Institutional portfolio rebalancing and the partial completion of the Asia Retail and Wealth sale. The lower net interest margin reflects the combined impact of deposit competition, growth in the liquidity portfolio and lower earnings on capital. This was partially offset by differentiated repricing in home loans across investor and owner occupier, principal and interest and interest only loans which on a net basis benefited margins. The major bank levy was introduced on 1 July 2017 which also reduced net interest income by $86 million. Other operating income increased $118 million (+2%) benefiting from a net year on year change in derivative valuation adjustments of $331 million (2017: $229 million gain; 2016: $102 million loss), an improvement in Markets income of $102 million, and the $114 million gain on sale of 100 Queen Street, Melbourne. Prior year comparatives include the adverse impact of Asian minority valuation adjustments of $231 million and the $237 million derivative CVA methodology change. Partly offsetting this, a number of sales related transactions had unfavourable impacts including a $310 million net charge related to the Asia Retail and Wealth sale, and $365 million loss of income from SRCB, Bank of Tianjin (BoT) and Dealer Finance. There was a $186 million reduction in funds management and insurance income, and a $75 million decrease in net fee and commission income. Operating expenses decreased $991 million (-9%) primarily due to the $556 million charge for software capitalisation policy changes and the $278 million charge for restructuring taken in 2016. Personnel expenses reduced by $363 million reflecting a 5% reduction in average Full Time Equivalent Staff (FTE). Partly offsetting this are increases in underlying technology expenses of $55 million and increases in other expenses of $106 million as the result of non- lending losses and higher technology related consulting expenses. Credit impairment charges decreased $757 million (-39%). Individual credit impairment charges decreased by $598 million (-31%) primarily the result of a benign credit environment. Collective impairment charges decreased by $159 million due to an improvement in the Group’s overall risk profile and portfolio rebalancing in Institutional, partially offset by economic overlay adjustments.

16 OUR PERFORMANCE

DIVIDENDS This performance allowed us to propose that a final dividend of 80 cents be paid on each eligible fully paid ANZ ordinary share, bringing the total dividend for the year ended 30 September 2017 to $1.60 per share. This represents a dividend payout ratio (cash basis) of 67.7%. The proposed 2017 final dividend will be fully franked for Australian taxation purposes, and New Zealand (NZ) imputation credits of NZ 10 cents per ordinary share will also be attached. It will be paid on 18 December 2017 to owners of ordinary shares at close of business on 14 November 2017 (record date). ANZ has a Dividend Reinvestment Plan (DRP) and a Bonus Option Plan (BOP) that will operate in respect of the proposed 2017 final dividend. For the 2017 final dividend, ANZ intends to provide shares under the DRP through an on-market purchase (as approved by APRA) and BOP through the issue of new shares. Further details on dividends provided for or paid during the year ended 30 September 2017 are set out in Note 5 in the Financial Report.

ANALYSIS OF CASH PROFIT PERFORMANCE

NET INTEREST INCOME 2017 2016 Movt Net interest income ($m) 14,872 15,095 -1% Net interest margin (%) 1.99% 2.07% -8 bps Average interest earnings assets ($m) 748,000 730,835 2% Average deposits and other borrowings ($m) 600,186 586,453 2%

Net interest income decreased $223 million (-1%) largely due to a 8 basis point decrease in the net interest margin, partially offset by 2% growth in average interest earning assets. Net interest margin decreased reflecting the combined impact of deposit competition, growth in the liquidity portfolio and lower earnings on capital. This was partially offset by differentiated repricing in home loans across investor and owner occupier, principal and interest and interest only loans which on a net basis benefited margins. The major bank levy was introduced on 1 July 2017 which also reduced net interest margin. Average interest earning assets increased $17.2 billion (+2%) reflecting ANZ’s strategic focus on home loans, in particular owner occupier, partially offset by reductions from Institutional portfolio rebalancing, and the partial completion of the Asia Retail and Wealth sale. Average deposits and other borrowings increased $13.7 billion (+2%) from growth in customer deposits across Australia, New Zealand and Institutional divisions, partially offset by a decline in deposits and other borrowings, as well as the partial completion of the Asia Retail and Wealth sale.

bps 1 (2) 207 4 (8) (3)

199

FY16 Net Asset and Funding Deposit Asset Markets and FY17 Net interest funding mix costs competition competition and treasury interest margin - cash risk mix margin - cash

17 ANZ 2017 ANNUAL REPORT

OUR PERFORMANCE (continued)

OTHER OPERATING INCOME 2017 2016 $m $m Movt Other operating income 5,617 5,499 2%

Total increase/ (decrease) $m Movt Explanation Net fee and (75) -3% Decrease of $70 million in Asia Retail and Pacific from lower performance and the transition commission of China, Singapore and Hong Kong businesses to DBS Bank. In addition, lower performance income1 in Institutional of $56 million primarily driven by portfolio rebalancing. This is partially offset by an increase in the Australia division of $40 million driven by growth in Small Business and Deposits. Net funds (186) -12% Decrease in Wealth Australia of $163 million due to adverse retail life claims, reduced fee management income as expected from ongoing rationalisation of legacy investment platforms to SmartChoice, and insurance lower income on invested capital, partially offset by favourable Lenders Mortgage Insurance income1 experience. The remaining decrease relates to the Asia Retail and Pacific division. Markets other 670 87% Excluding the impact of the $237 million charge from the derivative credit valuation operating adjustment (CVA) methodology change recognised in 2016, Markets other operating income income increased $433 million. This was driven by an increase Balance Sheet Trading due to tighter credit spreads which generated mark to market gains and increased income from higher average liquidity portfolio holdings. Franchise Trading increased as the result of derivative credit and funding valuation adjustments, net of associated hedges which benefited from decreasing credit spreads and increasing yield curves. This was offset by a decrease in Franchise Sales as the result of business transformational initiatives and market conditions limiting client activity particularly for longer tenor hedging as a result of low foreign exchange volatility and the low interest rate environment. Share of (244) -45% Decrease primarily as the result of ceasing equity accounting for BoT from March 2016 of associates' profit1 $86 million and SRCB from January 2017 of $201 million. This was partially offset by a net increase of $44 million in profits from other associates. Other1 (47) -20% Driven by a $310 million net charge as a result of reclassifying Asia Retail and Wealth to held for sale and partial sale completion. A net $165 million increase due to the year on year impact of the Asian minority valuations adjustments and the Esanda Dealer finance gain recognised in 2016. In addition, the current year includes a $114 million gain on sale of 100 Queen Street, Melbourne. Total 118 2%

1. Excluding Markets.

Other operating income 187 234 300 $m 3% 4% ● Net fee and commission income 5% 544 10% ● Net funds management and insurance income ● Markets other operating income 766 1,436 ● Share of associates’ profit 2,362 14% 2,437 26% 44% ● Other 2017 42% 201

1,518 1,332 28% 24%

18 OUR PERFORMANCE

OPERATING EXPENSES 2017 2016 Movt Operating expenses ($m) 9,448 10,439 -9% Expensed investment spend ($m) 548 526 4% Capitalised investment spend ($m) 387 400 -3% Total technology infrastructure spend ($m) 935 926 1% Operating expenses to operating income % 46.1% 50.7% -4.6% Full time equivalent staff (FTE) 44,896 46,554 -4% Average full time equivalent staff (FTE) 46,068 48,633 -5%

Operating expenses $m ● Personnel expenses 1,631 1,525 17% 15% ● Premises expenses 278 ● Technology expenses 62 3% ● Restructuring expenses 1% ● Other expenses

1,666 2,167 2017 2016 5,541 18% 21% 5,178 52% 54%

911 928 10% 9%

CREDIT IMPAIRMENT CHARGE 2017 2016 Individual credit impairment charge ($m) 1,341 1,939 -31% Collective credit impairment charge/(release) ($m) (142) 17 large Credit impairment charge ($m) 1,199 1,956 -39% Gross impaired assets ($m) 2,384 3,173 -25% Credit risk weighted assets ($b) 336.8 352.0 -4% Total provision for credit impairment ($m) 3,798 4,183 -9% Individual provision as % of gross impaired assets 47.7% 41.2% 6.5% Collective provision as % of credit risk weighted assets 0.79% 0.82% -0.3%

Credit impairment charges decreased $757 million (-39%). Individual credit impairment charge decreased $598 million (-31%) driven by a $402 million (-16%) decrease in new and existing provisions predominantly in Institutional largely arising from portfolio rebalancing, combined with a $196 million (+37%) increase in recoveries and write-backs in Australia and Institutional divisions from better than expected outcomes in impaired asset workouts. Collective credit impairment charge decreased $159 million driven by a reduction in Institutional due to portfolio rebalancing, and further improvement in the Institutional and New Zealand divisional risk profile. This was partially offset by an economic overlay adjustment of $75 million. Gross impaired assets decreased $789 million (-25%) driven by Institutional (-$781 million) and New Zealand (-$39 million) divisions due to higher repayments and upgrades on a small number of large exposures, and Asia Retail and Pacific division (-$109 million) due to the partial completion of the Asia Retail and Wealth sale. This was partially offset by an increase in the Australia division (+$140 million) driven by Corporate Banking, Small Business Banking and home loan portfolios. The Group’s individual provision coverage ratio on impaired assets was 47.7% at 30 September 2017 (2016: 41.2%).

19 ANZ 2017 ANNUAL REPORT

OUR PERFORMANCE (continued)

CREDIT IMPAIRMENT CHARGE

Provision for individual Provision for collective Gross impaired assets ($m) credit impairment ($m) credit impairment ($m)

1,307 3,173 15 252 117 2,876 1,136 2,662 3 2,384 346 20 3 196 143 131 130 374 307 323 569 282 624 1,405 1,004 1,115

703 606 1,310 1,202 1,188 1,170

2017 2016 2017 2016 2017 2016

● Australia ● Institutional ● New Zealand ● Asia Retail & Pacific ● TSO and Group Centre

DIVISIONAL PERFORMANCE Asia TSO and New Wealth Retail & Group 2017 Australia Institutional Zealand Australia Pacific Centre Group Net interest margin 2.68% 1.01% 2.31% n/a 3.03% n/a 1.99% Operating expenses to operating income 35.6% 50.5% 37.6% 68.4% 101.2% n/a 46.1% Cash profit ($m) 3,695 1,836 1,369 238 (148) (52) 6,938 Net loans and advances ($b) 345.4 119.6 107.9 1.7 5.7 - 580.3 Customer deposits ($b) 201.4 186.8 75.3 - 9.1 (5.0) 467.6 Number of employees 11,387 4,754 6,207 2,110 3,981 16,457 44,896

Asia TSO and New Wealth Retail & Group 2016 Australia Institutional Zealand Australia Pacific Centre Group Net interest margin 2.75% 1.13% 2.37% n/a 2.96% n/a 2.07% Operating expenses to operating income 36.4% 57.1% 39.6% 63.8% 68.7% n/a 50.7% Cash profit ($m) 3,547 1,041 1,268 324 159 (450) 5,889 Net loans and advances ($b) 327.1 125.9 107.9 2.0 13.4 (0.4) 575.9 Customer deposits ($b) 187.7 171.1 72.8 0.3 22.8 (5.1) 449.6 Number of employees 11,563 5,112 6,317 2,174 4,894 16,494 46,554

20 OUR PERFORMANCE

DIVISIONAL PERFORMANCE

Australia Net interest margin declined as the result of higher average funding costs, lower earnings on deposits due to the lower interest rate environment and the introduction of the major bank levy. Net loans and advances grew in home loans particularly in New South Wales, and Corporate Banking. Customer deposits grew across all portfolios. Operating expenses were broadly flat due to a reduction in FTE driven by productivity efforts focused on simplifying the business, partially offset by inflation and increased investment in the business. Credit impairment charges decreased primarily due to lower single name charges in Corporate and Commercial Banking, partially offset by volume growth and higher delinquency rates for home loans in Western Australia. This led to a $148 million (+4%) increase in cash profit from prior year.

Institutional Net interest margin ex-Markets decreased due to asset pricing competition, the introduction of the major bank levy and the mix impact of lower lending volumes and higher deposit volumes, partially offset by margin improvements in Payments and Cash Management. Net loans and advances were down due to portfolio rebalancing mainly in Loans & Specialised Finance and Transaction Banking. Customer deposits grew in Markets and Transaction Banking. Other operating income increased significantly due to positive derivative valuation adjustments and higher Markets Balance Sheet income as a result of tightening credit spreads. Operating expenses decreased due to a reduction in FTE as a result of ongoing simplification of the business, partially offset by higher non-lending losses, regulatory and compliance spend. Credit impairment charges decreased significantly due to a benign credit environment, higher write-backs and an overall reduction in lending assets driven by portfolio rebalancing. This led to a $795 million (+76%) increase in cash profit from prior year.

New Zealand Net interest margin declined as the result of a higher proportion of lower margin fixed rate lending and term deposits, pricing competition and higher average funding costs. Net loans and advances grew in home loans (excluding foreign currency impacts) in addition to higher balances in funds under management. Customer deposits grew across all portfolios. Other operating income decreased, more than offset by an increase in net funds management and insurance income as the result of higher funds under management balances. Operating expenses decreased from a reduction in FTE driven by automation and transaction migration to lower cost channels, partially offset by inflation. Credit impairment charges decreased due to an increase in write-backs and credit quality improvements across the Retail and Commercial and Agri portfolios, partially offset by increases in new and existing provisions. This led to a $101 million (+8%) increase in cash profit from prior year.

Wealth Australia Insurance income decreased as the result of adverse retail life claims experience, a one-off experience loss due to the exit of a Group Life insurance plan, partially offset by reinsurance profit share and favourable claims experience in Lenders Mortgage Insurance. Funds Management income decreased in line with the planned strategy to rationalise the legacy portfolio to SmartChoice, a simpler and lower risk model, which is now complete. Corporate and Other income decreased due to realised gains in 2016 which was not repeated and investment market volatility on the guaranteed business. Operating expenses decreased due to productivity initiatives that resulted in a reduction in FTE, partially offset by inflation and higher regulatory compliance and remediation spend. This led to an $86 million (-27%) decrease in cash profit from prior year.

Asia Retail & Pacific

Asia Retail and Pacific results for 2017 were impacted by the reclassification of Asia Retail and Wealth business to held for sale and the transition of China, Singapore and Hong Kong businesses to DBS Bank, which resulted in a $310 million net charge (pre-tax). This led to a $307 million decrease in cash profit from prior year.

TSO and Group Centre

TSO and Group Centre divisional results for 2016 and 2017 were impacted by a number of large/notable items outlined on page 22. This includes Asian minority valuation adjustments in 2016, loss of equity accounted earnings in 2016 and 2017, Esanda Dealer Finance divestment gain on sale in 2016, software capitalisation changes in 2016, and the gain on sale of 100 Queen Street, Melbourne in 2017. This led to a $398 million (+88%) increase in cash profit from prior year.

21 ANZ 2017 ANNUAL REPORT

OUR PERFORMANCE (continued)

LARGE/NOTABLE ITEMS INCLUDED IN CASH PROFIT Within cash profit, the Group has recognised some large and/or notable items. The impact of these items to cash profit on a pre-tax basis is as follows:

2017 2016 Sale and investment related adjustments $m $m Asian minority valuation adjustments - (231) Equity accounted earnings 58 345 Sale of Asia Retail and Wealth businesses (310) - Esanda Dealer Finance divestment - 69 Derivative valuation adjustments Market valuation adjustments 229 (102) Derivative CVA methodology change - (237) Other large/notable items Gain on sale of 100 Queen Street, Melbourne 114 - Software capitalisation changes - (556) Restructuring - (278)

Description of large/notable items:

Item Description Asian minority valuation adjustments Impairment of our investment in AMMB Holdings Berhad (Ambank) partially offset by a gain recognised on our investment in BoT upon cessation of equity accounting. Equity accounted earnings Earnings from BoT and SRCB prior to ceasing equity accounting on 30 March 2016 and 3 January 2017 respectively, that will no longer form part of future cash profit results. Sale of Asia Retail and Wealth businesses A charge to impair software, goodwill and fixed assets as well as providing for costs associated with the sale, partially offset by a gain relating to the transition of completed businesses to DBS Bank. Esanda Dealer Finance divestment Earnings from the Esanda Dealer Finance portfolio prior to divestment that will no longer form part of future cash profit results, and the gain on sale recognised on transaction completion. Markets valuation adjustments Gains or losses associated with the fair value of derivative positions, arising from adjustments to include factors such as the impact of credit and funding. Derivative CVA methodology change A charge associated with the fair value of derivative positions, arising from a revision to our methodology for determining derivative credit valuation adjustments to make greater use of market information and enhanced modelling, and to align with market leading practice. Gain on sale of 100 Queen Street, Melbourne Gain on sale of our premises at 100 Queen Street, Melbourne. Software capitalisation changes A one-off charge as the result of the Group amending the application of its software capitalisation policy, reflecting the shorter useful life of smaller items of software. This resulted in an accelerated amortisation charge for software assets below the revised threshold. Restructuring Charges to re-shape our workforce and simplify our business at the reset of the Group’s strategy in 2016.

22 OUR PERFORMANCE

FIVE YEAR SUMMARY 2017 2016 2015 2014 2013 $m $m $m $m $m Financial performance1 Net interest income 14,872 15,095 14,616 13,797 12,772 Other operating income 5,617 5,499 5,921 5,781 5,619 Operating expenses (9,448) (10,439) (9,378) (8,760) (8,257) Profit before credit impairment and income tax 11,041 10,155 11,159 10,818 10,134 Credit impairment charge (1,199) (1,956) (1,205) (989) (1,197) Income tax expense (2,889) (2,299) (2,724) (2,700) (2,435) Non-controlling interests (15) (11) (14) (12) (10) Cash profit1 6,938 5,889 7,216 7,117 6,492 Adjustments to arrive at statutory profit1 (532) (180) 277 154 (182) Profit attributable to shareholders of the Company 6,406 5,709 7,493 7,271 6,310 Financial position Assets 897,326 914,869 889,900 772,092 702,995 Net assets 59,075 57,927 57,353 49,284 45,603 Common Equity Tier 1 10.6% 9.6% 9.6% 8.8% 8.5% Common Equity Tier 1 – Internationally 15.8% 14.5% 13.2% 12.5% 12.7% Comparable Basel lll2 Return on average ordinary equity3 11.0% 10.0% 14.5% 15.8% 15.0% Return on average assets 0.7% 0.6% 0.9% 1.0% 0.9% Cost to income ratio (cash)1 46.1% 50.7% 45.7% 44.7% 44.9% Shareholder value – ordinary shares Total return to shareholders (share price movement 13.1% 9.2% (7.5%) 5.9% 31.5% plus dividends) Market capitalisation 86,948 80,886 78,606 85,235 84,450 Dividend 160c 160c 181c 178c 164c Franked portion – interim 100% 100% 100% 100% 100% – final 100% 100% 100% 100% 100% Share price – high $32.95 $29.17 $37.25 $35.07 $32.09 – low $25.78 $21.86 $26.38 $28.84 $23.42 – closing $29.60 $27.63 $27.08 $30.92 $30.78 Share information (per fully paid ordinary share) Earnings per share (cents) 220.1 197.4 271.5 267.1 232.7 Dividend payout ratio 73.4% 81.9% 68.6% 67.4% 71.4% Net tangible assets per ordinary share4 $17.66 $17.13 $16.86 $14.65 $13.48 No. of fully paid ordinary shares issued (millions) 2,937 2,927 2,903 2,757 2,744 Dividend reinvestment plan (DRP) issue price – interim $28.80 $24.82 $31.93 $33.30 $28.96 – final - $28.16 $27.08 $32.02 $31.83 Other information No. of employees (full time equivalents) 44,896 46,554 50,152 50,328 49,866 No. of shareholders5 522,425 545,256 546,558 498,309 468,343

1. Cash profit excludes non-core items included in statutory profit and is provided to assist readers in understanding the result of the ongoing business activities of the Group. Cash profit is not audited; however, the external auditor has informed the Audit Committee that the adjustments have been determined on a consistent basis across each period presented. 2. Internationally Comparable Methodology applied for 2015–2017 aligns with APRA’s information paper entitled ‘International Capital Comparison Study’ (13 July 2015). Basel Internationally Comparable ratios do not include an estimate of the Basel l capital floor requirement. 3. Average ordinary equity excludes non-controlling interests and preference shares. 4. Equals shareholders’ equity less preference share capital, goodwill, software and other intangible assets divided by the number of ordinary shares. 5. Excludes employees whose only ANZ shares are held in trust under ANZ employee share schemes.

23 ANZ 2017 ANNUAL REPORT

GOVERNANCE

BOARD OF DIRECTORS

B A D C

A David Gonski, AC C John Macfarlane E Ilana Atlas G Jane Halton, AO, PSM Chairman, Independent Independent Independent Independent Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

B Graeme Liebelt D Paula Dwyer F Shayne Elliott H Lee Hsien Yang Independent Independent Chief Executive Officer, Independent Non-Executive Director Non-Executive Director Executive Director Non-Executive Director

24 GOVERNANCE

F

H

G E

The Board comprises seven Non-Executive, Independent Directors and one Executive Director — the Chief Executive Officer. Details of each Director’s qualifications, experience and special responsibilities are set out on the following pages. In addition, ANZ’s Board skills matrix (available on anz.com/corporategovernance) sets out the skills that ANZ considers each Director brings to the Board.

25 ANZ 2017 ANNUAL REPORT

GOVERNANCE (continued) CORPORATE GOVERNANCE FRAMEWORK

BOARD OF DIRECTORS David Gonski, AC, Chairman | Shayne Elliott, CEO 8 Directors

PRINCIPAL BOARD COMMITTEES

Environment, Digital Business Audit Human Resources Risk Sustainability and Technology Committee Committee Committee and Governance Committee Committee

Audit and Financial Governance Internal Audit, External Audit and Financial Control

GROUP EXECUTIVE COMMITTEE ANZ Senior Executives | Shayne Elliott, CEO

KEY MANAGEMENT COMMITTEES

Capital Responsible Credit & Group Asset Global Markets Management Business Market Risk & Liability & Loans Product Policy Committee Committee Committee Committee Committee

Operational Credit Ratings Risk Executive System Oversight Committee Committee

26 GOVERNANCE

BOARD FOCUS AREAS

The work of the Board and its Committees during the year has been focused on providing oversight of the delivery of the Group’s strategy and ensuring that ANZ’s culture is aligned to ANZ’s purpose to shape a world where people and communities thrive.

During the year, the Board and its Committees undertook key governance activities supporting ANZ’s purpose. These included: •• Developing and implementing the charter of the ESG Committee. •• Embarking on a program to provide management with Board level advice on ANZ’s core sustainability issues. •• Adding a standing item to Board meeting agendas to provide insight into, and to review, ANZ’s culture. •• Endorsing and promoting a program to streamline ANZ’s annual reporting suite, with a focus on simplifying and improving the utility of the 2017 Annual Report. •• Overseeing the creation of a new Annual Review, which integrates the former Shareholder Review with strategic elements of the 2017 ANZ Corporate Sustainability Review to provide more comprehensive reporting to shareholders. •• Endorsing ANZ’s revised Code of Conduct, with a focus on clarity, simplicity, being action oriented, and being more aligned with ANZ’s values and purpose. •• Recognising the contribution of directors of ANZ’s subsidiary boards by increasing engagement between the ANZ Board and the Directors serving on ANZ subsidiary boards. Promoting and encouraging a focus on subsidiary board composition, renewal and diversity. As at 30 September 2017, females were appointed to 48.5% of all employee directorships on subsidiary boards.

DIRECTORS' MEETINGS The number of Board meetings and meetings of Committees during the year the Director was eligible to attend, and the number of meetings attended by each Director were: Environment, Sustainability Digital Human and Business and Risk Audit Resources Governance Technology Special Committee Shares Board Committee Committee Committee Committee Committee Committee of the Board1 Committee1 A B A B A B A B A B A B A B A B A B Ilana Atlas 12 11 5 5 4 4 4 4 Paula Dwyer 12 12 6 6 5 5 4 4 2 2 Shayne Elliott 12 12 3 3 1 1 David Gonski, AC 12 12 6 6 5 5 4 4 4 4 3 3 5 5 1 1 Jane Halton, AO, PSM 11 11 3 3 3 3 Lee Hsien Yang 12 12 6 6 4 4 3 3 1 1

Graeme Liebelt 12 12 6 6 4 4 1 1 4 4 3 3 2 2 Ian Macfarlane2 4 4 2 2 1 1 1 1 John Macfarlane 12 12 6 6 5 5 3 3

Columns marked A indicate the number of meetings the Director was eligible to attend. Columns marked B indicate the number of meetings attended. The Chairman is an ex-officio member of the Audit, Environment, Sustainability and Governance, Human Resources, Risk and Digital Business and Technology Committees. Any Director is entitled to attend any Committee meetings. Directors sometimes attend meetings of Committees of which they are not a member. 1. The meetings of the Committee of the Board and Shares Committee referred to in the table include those conducted by written resolution. 2. Ian Macfarlane retired as a Director on 16 December 2016.

27 ANZ 2017 ANNUAL REPORT

GOVERNANCE (continued) DIRECTORS’ QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES

DAVID GONSKI, AC SHAYNE ELLIOTT Chairman, Independent Non-Executive Director and Chair Chief Executive Officer and Executive Director of the Environment, Sustainability and Governance Committee BCom BCom, LLB, FAICD(Life), FCPA Chief Executive Officer and Executive Director since 1 January 2016. Chairman since 1 May 2014 and a Non-Executive Director since February 2014. David is an ex-officio member of all Board Committees including Chair of the Environment, Sustainability and Governance Committee.

Chair: Member:

Career Career David started his career as a lawyer at Herbert Smith Freehills, and is now Shayne has over 30 years’ experience in banking in Australia and overseas, one of Australia’s most respected business leaders and company directors. in all aspects of the industry. Shayne joined ANZ as CEO Institutional in June He has business experience in Australia and internationally, and is involved 2009, and was appointed Chief Financial Officer in 2012. in a broad range of organisations in the government and education sectors. Prior to joining ANZ, Shayne held senior executive roles at EFG Hermes, the He is a leading philanthropist and provides strong community leadership, largest investment bank in the Middle East, which included Chief Operating particularly in relation to education in Australia. Officer. He started his career with Citibank New Zealand and worked with Relevant Other Directorships Citibank/Citigroup for 20 years, holding various senior positions across the •• Chairman: The University of New South Wales Foundation Limited UK, USA, Egypt, Australia and Hong Kong. (from 2005, Director from 1999). As a Director of the Financial Markets Foundation for Children, Shayne •• Director/Member: Lowy Institute for International Policy (from 2012), contributes to the promotion of health and welfare of Australian children. Australian Philanthropic Services Limited (from 2012), ASIC External He actively engages in the promotion of Australian economic growth, Advisory Panel (from 2013) and Advisory Committee for Optus social progress and public policy development through membership of the Limited (from 2013). Australian Bankers’ Association and Business Council of Australia. Shayne •• Chancellor: University of New South Wales Council (from 2005). will chair the Australian Bankers’ Association from December 2017. •• President: Art Gallery of NSW Trust (from 2016). Relevant Other Directorships •• Chair: Review to Achieve Education Excellence in Australian Schools •• Director: ANZ Bank New Zealand Limited (from 2009), ANZ Holdings for the Commonwealth of Australia. (New Zealand) Limited (from 2012) and the Financial Markets Foundation for Children (from 2016). Relevant Former Directorships held in last three years, include •• Member: Australian Bankers’ Association (from 2016) and Business Council of Australia (from 2016). •• Former Chairman: Coca-Cola Amatil Limited (2001-2017, Director from 1997), Sydney Theatre Company Ltd (2010-2016), Guardians of the Future Age 53 years | Residence Melbourne, Australia Fund of Australia (2012-2014), Swiss Re Life & Health Australia Limited (2011-2014), Investec Bank (Australia) Limited (2002-2014), Investec Holdings Australia Limited (2002-2014), Ingeus Limited (2009-2014) and National E-Health Transition Authority Ltd (2008-2014). •• Former Director: Singapore Telecommunications Limited (2013-2015), Investec Property Limited (2005-2014) and Infrastructure NSW (2011-2014). Age 64 years | Residence Sydney, Australia

28 GOVERNANCE

ILANA ATLAS PAULA DWYER Independent Non-Executive Director Independent Non-Executive Director and Chair of the Human Resources Committee and Chair of the Audit Committee BJuris (Hons), LLB (Hons), LLM BCom, FCA, SF Fin, FAICD Non-Executive Director since September 2014. Ilana is a member Non-Executive Director since April 2012. Paula is a member of the Audit Committee and Environment, Sustainability and of the Risk Committee and Human Resources Committee. Governance Committee.

Chair: Member: Chair: Member:

Career Career Ilana brings a strong financial services background and legal experience to Paula has extensive experience in financial markets, corporate finance, the Board. Ilana was a partner at law firm Mallesons Stephen Jaques (now risk management and investments, having held senior executive roles King & Wood Mallesons), where in addition to her practice in corporate law, at Calibre Asset Management, Ord Minnett (now J P Morgan) and at she held a number of management roles in the firm including Executive Price Waterhouse (now PricewaterhouseCoopers). Her career as a Partner, People and Information, and Managing Partner. She also worked company director spans financial services, investment, insurance, at Westpac for 10 years, where her roles included Group Secretary and healthcare, gambling and entertainment, fast moving consumer goods, General Counsel and Group Executive, People, where she was responsible property and construction and retailing sectors. Paula is a former member for human resources, corporate affairs and sustainability. Ilana has a strong of the Takeovers Panel. Paula has a strong interest in education and commitment to the community, in particular the arts and education. medical research, having served as a member of the Geelong Grammar School Council and the Business and Economics Faculty at the University Relevant Other Directorships of Melbourne and as Deputy Chairman of Baker IDI. •• Chairman: Coca-Cola Amatil Limited (from 2017, Director from 2011) and Jawun (from 2017, Director from 2014). Relevant Other Directorships •• Chairman: Tabcorp Holdings Limited (from 2011, •• Director: Westfield Corporation Limited (from 2014) and Human Director from 2005), Healthscope Limited (from 2014) Rights Law Centre Ltd (from 2012). and Kin Group Advisory Board (from 2014). •• Member: Panel of Adara Partners (from 2015). •• Director: Lion Pty Ltd (from 2012). •• Fellow: Senate of the University of Sydney (from 2015). •• Member: Kirin International Advisory Board (from 2012).

Relevant Former Directorships held Relevant Former Directorships held in last three years, include in last three years, include •• Former Chairman: The Bell Shakespeare Company Limited •• Former Deputy Chairman: Leighton Holdings Limited (2010-2016, Director 2004-2016). (2013-2014, Director 2012). •• Former Director: Treasury Corporation of New South Wales (2013-2017), •• Former Member: John Holland Group Advisory Board (2012-2014), Suncorp Group Limited (2011-2014), Suncorp-Metway Limited (2011- Australian Government Takeovers Panel (2008-2014) and ASIC 2014), AAI Limited (2011-2014) and Scentre Group Limited (previously External Advisory Panel (2012-2015). known as Westfield Holdings Limited) (2011-2014). Age 57 years | Residence Melbourne, Australia Age 63 years | Residence Sydney, Australia

29 ANZ 2017 ANNUAL REPORT

GOVERNANCE (continued) DIRECTORS’ QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES (continued)

JANE HALTON, AO, PSM LEE HSIEN YANG Independent Non-Executive Director Independent Non-Executive Director and Chair of the Digital Business and Technology Committee BA (Hons) Psychology, FIML, FIPAA, NAM, Hon. FAAHMS, Hon. FACHSE, Hon. DLitt (UNSWA) MSc, BA Non-Executive Director since October 2016. Jane is a member Non-Executive Director since February 2009. Hsien Yang is a of the Human Resources Committee, Environment, Sustainability member of the Risk Committee and Human Resources Committee. and Governance Committee and Digital Business and Technology Committee.

Member: Chair: Member:

Career Career Jane’s 33 year career in the public service includes the positions of Hsien Yang is an experienced business executive with considerable Secretary of the Australian Department of Finance, Secretary of the knowledge of and operating experience in Asia. He has a background Australian Department of Health, Secretary for the Department of Health in engineering and brings to the Board his international business and and Ageing, and Executive Co-ordinator (Deputy Secretary) of the management experience across a wide range of sectors including Department of the Prime Minister and Cabinet. She brings to the Board telecommunications, food and beverages, property, publishing and extensive experience in finance, insurance, risk management, information printing, financial services, education, civil aviation and land transport. technology, human resources, health and ageing and public policy. His contribution to community education activities includes membership She also has significant international experience. of the Governing Board of Lee Kuan Yew School of Public Policy.

Jane has contributed extensively to community health through local Relevant Other Directorships and international organisations including the World Health Organisation •• Chairman: The Islamic Bank of Asia Limited (from 2012, Director from and National Aboriginal and Torres Strait Islander Health Council. 2007), Civil Aviation Authority of Singapore (from 2009) and General Atlantic Singapore Fund Pte Ltd (from 2013). Relevant Other Directorships •• Director: Rolls-Royce Holdings plc (from 2014), General Atlantic •• Director: Clayton Utz (from 2017). Singapore Fund FII Pte Ltd (from 2014), Cluny Lodge Pte Ltd •• Member: Executive Board of the Institute of Health Metrics and (from 1979) and Caldecott Inc. (from 2013). Evaluation at the University of Washington (from 2007). •• Member: Governing Board of Lee Kuan Yew School of Public •• Board Member: Coalition for Epidemic Preparedness Innovations Policy (from 2005). (Norway) (from 2016). •• Special Adviser: General Atlantic (from 2013). •• Public Policy Fellow: ANU Crawford School of Public Policy (from 2012). •• President: INSEAD South East Asia Council (from 2013). •• Adjunct Professor: University of Sydney and University of Canberra. •• Council Member: Australian Strategic Policy Institute (from 2016). Relevant Former Directorships held in last three years, include Relevant Former Directorships held •• Former Director: Singapore Exchange Limited (2004-2016). in last three years, include •• Former Consultant: Capital International Inc Advisory Board (2007-2016) •• Former Chairman: OECD Asian Senior Budget Officials Network (2014–2016) and World Health Organisation Executive Board Age 60 years | Residence Singapore (2013–2014, Member 2012-2015). •• Former Executive Board Member: World Health Organisation (2012–2015). •• Former Member: Melbourne Institute Advisory Board (2007–2015), the National E-Health Transition Authority (2005–2014) and Australian Institute of Health and Welfare (2002–2014). •• Former Commissioner: Australian Sports Commission (2013–2014). Age 57 years | Residence Canberra, Australia

30 GOVERNANCE

GRAEME LIEBELT JOHN MACFARLANE Independent Non-Executive Director Independent Non-Executive Director and Chair of the Risk Committee BCom, MCom (Hons) BEc (Hons), FAICD, FTSE, FIML Non-Executive Director since May 2014. John is a member of the Audit Non-Executive Director since July 2013. Graeme is a member Committee, Risk Committee and Digital Business and Technology Committee. of the Audit Committee and Human Resources Committee.

Chair: Member: Member:

Career Career Graeme brings to the Board his experience of a 23 year executive John is one of Australia’s most experienced international bankers career with Orica Limited (including a period as Chief Executive Officer), having previously served as Executive Chairman of Deutsche Bank a global mining services company with operations in more than Australia and New Zealand, and CEO of Deutsche Bank Australia. 50 countries. He has extensive international experience and a strong John has also worked in the USA, Japan and PNG, and brings to the record of achievement as a senior executive including in strategy Board a depth of banking experience in ANZ’s key markets in Australia, development and implementation. New Zealand and the Asia Pacific. Graeme is committed to global trade and co-operation, as well He is committed to community health, and is a Director of St Vincent’s as community education. Institute of Medical Research (from 2008) and the Aikenhead Centre of Medical Discovery Limited (from 2016). Relevant Other Directorships •• Chairman: Amcor Limited (from 2013, Director from 2012). Relevant Other Directorships •• Director: Australian Foundation Investment Company Limited •• Director: Craigs Investment Partners Limited (from 2013), (from 2012), Carey Baptist Grammar School (from 2012) and Colmac Group Pty Ltd (from 2014) and AGInvest Holdings DuluxGroup Limited (from 2016). Limited (MyFarm Limited) (from 2014, Chairman 2014-2016).

Relevant Former Directorships held Relevant Former Directorships held in last three years, include in last three years, include •• Former Deputy Chairman: Melbourne Business School •• Former Executive Chairman: Deutsche Bank AG, Australia and New (2012-2015, Director from 2008). Zealand (2007-2014) and Chief Country Officer, Australia (2011-2014). •• Former Chairman: The Global Foundation (2014-2015, •• Former Director: Deutsche Australia Limited (2007-2014) and Deutsche Director from 2006). Securities Australia Limited (2011-2014). •• Former Chief Executive Officer: Deutsche Australia Limited (2011-2014). Age 63 years | Residence Melbourne, Australia Age 57 years | Residence Melbourne, Australia

31 ANZ 2017 ANNUAL REPORT

GOVERNANCE (continued) COMPANY SECRETARIES’ QUALIFICATIONS AND EXPERIENCE

Currently there are three people appointed as Company Secretaries of the Company. Details of their roles are contained in the Corporate Governance Statement. Their qualifications and experience are as follows:

BOB SANTAMARIA

Group General Counsel BCom, LLB (Hons) Bob joined ANZ in 2007. He had previously been a Partner at the law firm Allens Arthur Robinson (now Allens) since 1987. He was Executive Partner Corporate, responsible for client liaison with some of Allens Arthur Robinson’s largest corporate clients. Bob brings to ANZ a strong background in leadership of a major law firm, together with significant experience in securities, mergers and acquisitions. He holds a Bachelor of Commerce and Bachelor of Laws (Honours) from the University of Melbourne.

SIMON PORDAGE

Company Secretary LLB (Hons), FGIA, FCIS Simon joined ANZ in May 2016. He is a Chartered Secretary and has extensive company secretarial and corporate governance experience. From 2009 to 2016 he was Company Secretary for Australian Foundation Investment Company Limited and a number of other listed investment companies. Other former roles include being Deputy Company Secretary for ANZ and Head of Board Support for Barclays PLC in the United Kingdom. Simon is committed to the promotion of good corporate governance. He is a former National President and Chairman of Governance Institute of Australia, and is a member and former Chairman of its National Legislation Review Committee, and regularly presents on governance issues.

JOHN PRIESTLEY

Senior Legal Advisor BEc, LLB, FGIA, FCIS John, a qualified lawyer, joined ANZ in 2004. Prior to joining ANZ, he had a long career with Mayne Group and held positions which included responsibility for the legal, company secretarial, compliance and insurance functions. He is a Fellow of the Governance Institute of Australia and also a member of the Governance Institute of Australia’s National Legislation Review Committee. John was responsible for the day to day operation of ANZ’s Company Secretariat function from 2004 to July 2016 when Simon Pordage took over that responsibility. He is currently a member of ANZ’s Group Legal team.

32 GOVERNANCE

EXECUTIVE COMMITTEE

From left to right: Shayne Elliott – Chief Executive Officer,Maile Carnegie – Group Executive Digital Banking, Graham Hodges – Deputy Chief Executive Officer, Farhan Faruqui – Group Executive, International, Alexis George – Group Executive Wealth, Nigel Williams – Chief Risk Officer, Michelle Jablko – Chief Financial Officer, Fred Ohlsson – Group Executive, Australia, Mark Whelan – Group Executive, Institutional, Kathryn van der Merwe – Group Executive Talent and Culture, Gerard Florian – Group Executive Technology, David Hisco – CEO New Zealand and Group Executive, Asia Wealth, Pacific and International Retail. Full biography details can be found on our website: shareholder.anz.com/our-company/executive-committee.

33 ANZ 2017 ANNUAL REPORT

OUR APPROACH TO RISK MANAGEMENT

The success of the Group’s strategy is underpinned by our sound management of the Group’s risks. All of the Group’s activities involve — to varying degrees — the analysis, evaluation, acceptance and management of risks or combinations of risks.

The Board is responsible for establishing and overseeing the Group’s risk management framework. The Board has delegated authority to the Board Risk Committee (BRC) to develop and monitor compliance with the Group’s risk management policies. The Committee reports regularly to the Board on its activities. The key pillars of the Group’s risk management framework include: •• The Risk Appetite Statement (RAS), which clearly and concisely sets out the Board’s expectations regarding the degree of risk that the Group is prepared to accept in pursuing its strategic objectives and its business plan; and •• The Risk Management Statement (RMS), which describes the Group’s strategy for managing risks and a summary of the key elements of the Risk Management Framework (RMF) that give effect to that strategy. The RMS includes: a description of each material risk and an overview of how the RMF addresses each risk, with reference to the relevant policies, standards and procedures. It also includes information on how the Group identifies, measures, evaluates, monitors, reports and then either controls or mitigates material risks.

The material risks facing the group per the Group’s RMS, and how these risks are managed are summarised below:

Key Material Risks

Risk Type Description Management of Risks

Capital The risk of loss arising from the Group failing to maintain the The Group pursues an active approach to Capital Management Adequacy level of capital required by prudential regulators and other key through ongoing review, and Board approval, of the level Risk stakeholders (shareholders, debt investors, depositors, rating and composition of the Group’s capital base against key agencies, etc.) to support ANZ’s consolidated operations and risk policy objectives. appetite.

Compliance The probability and impact of an event that results in a breach of Key features of our Compliance Risk framework include Risk any of the following that apply to the Group’s businesses: laws, centralised management of key obligations, and emphasis regulations, industry standards, codes, internal policies, internal on identifying changes in regulations and the business procedures, or principles of good governance. environment, so as to enable us to: •• proactively assess emerging compliance risks; and •• implement robust reporting and certification processes.

Credit The risk of financial loss resulting from: Our Credit Risk framework is top down, being defined by Risk ••a counterparty failing to fulfill its obligations; or credit principles and policies. Credit policies, requirements and procedures cover all aspects of the credit life cycle — for ••a decrease in credit quality of a counterparty resulting example: transaction structuring, risk grading, initial approval, in a financial loss. ongoing management and problem debt management, as well Credit Risk incorporates the risks associated with us lending as specialist policy topics. to customers who could be impacted by climate change or by changes to laws, regulations, or other policies adopted by governments or regulatory authorities, including carbon pricing and climate change adaptation or mitigation policies.

34 OUR APPROACH TO RISK MANAGEMENT

Risk Type Description Management of Risks

Insurance The risk of unexpected losses resulting from worse than expected We manage Insurance Risk primarily by: Risk claims experience, including any of the following that expose an •• product design to price all applicable risks into contracts; insurer to financial loss: inadequate or inappropriate underwriting, •• reinsurance to reduce liability for large individual risks; claims management, reserving, insurance concentrations, reinsurance management, product design and pricing. •• underwriting to price, or reserve, for the level of risk associated with an individual contract; •• claims management to admit and pay only genuine claims; •• insurance experience reviews to update assumptions; and •• portfolio management to maintain a diversity of individual risks.

Liquidity The risk that the Group is unable to meet its payment obligations Key principles in managing our Liquidity and Funding Risk include: and as they fall due, including: •• maintaining the Group’s ability to meet liquidity ‘survival Funding ••repaying depositors or maturing wholesale debt; or horizons’ under a range of stress scenarios to meet cash Risk ••the Group having insufficient capacity to fund increases in assets. flow obligations over a short to medium term horizon; •• maintaining a strong structural funding profile; and •• maintaining a portfolio of high-quality liquid assets to act as a source of liquidity in times of stress.

Market The risk to the Group’s earnings arising from: Our risk management and control framework for Market Risk Risk ••changes in any interest rates, foreign exchange rates, involves us quantifying the magnitude of market risk within the credit spreads, volatility, and correlations; or trading and balance sheet portfolios through independent risk measurement. First, we identify the range of possible outcomes, ••from fluctuations in bond, commodity or equity prices. the likely timeframe, and the likelihood of the outcome occurring. Then we allocate an appropriate amount of capital to support these activities.

Operational The risk of loss resulting from inadequate or failed internal processes, The Group operates a three-lines-of-defence model to manage Risk people and systems, or from external events. Operational Risk: Operational Risk, with each line of defence having defined ••includes technology risk, cyber risk, legal risk and conduct roles, responsibilities and escalation paths to support effective risk, and damage arising from inadequate or failed two-way communication and effective management of our internal processes, people and systems; but operational risk. Also, we have ongoing review mechanisms to ensure our Operational Risk framework continues to meet ••excludes Strategic Risk. organisational needs and regulatory requirements.

Reinsurance The risk that a reinsurer fails to meet its contractual obligations, We manage Reinsurance Risk by: Risk that is, to pay us reinsurance claims when due, which in turn •• measuring our counterparties’ probability of default, and creates a counterparty credit. •• then restricting our counterparty exposures on the basis of financial strength and concentration.

Reputation The risk of loss that directly or indirectly impacts earnings, We manage Reputation Risk by maintaining a positive and Risk capital adequacy or value, that is caused by: dynamic culture that: ••adverse perceptions of the Group held by any of customers, •• ensures we act with integrity; and the community, shareholders, investors, regulators, or •• enables us to build strong and trusted relationships with customers rating agencies; and clients, with colleagues, and with the broader society. ••conduct risk associated with the Group’s employees or We have well established decision-making frameworks and policies contractors (or both); or to ensure our business decisions are guided by sound social and ••the social or environmental (or both) impacts of our lending decisions. environmental standards that take into account Reputation Risk.

Strategic The risk that the Group’s business strategy and strategic objectives We consider and manage Strategic Risks through our annual Risk may lead to an increase in other key Material Risks — for example: strategic planning process, managed by the Executive Credit Risk, Market Risk and Operational Risk. Committee and approved by the Board. Any increase to our key Material Risks is managed in accordance with the risk management practices specified above.

35 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT

Dear Shareholder, •• For 2017, variable remuneration outcomes averaged 96% of target overall (64% of maximum opportunity), with significant 2017 Remuneration Report (audited) differentiation at an individual level (ranging from 76% to I am pleased to present our Remuneration Report for the year 136% of target). ending 30 September 2017. •• The performance rights awarded in November 2013 were 2017 Outcomes — Strong link between performance tested in November 2016, but as the relative Total Shareholder and remuneration outcomes Return performance hurdles were not met these performance rights lapsed and executives received no value from this award. The Board assesses the performance of the Group, the Chief Executive Officer (CEO) and each Disclosed Executive at the end Changes to this year’s Remuneration Report of each year. The assessments include a review of performance We have consolidated and simplified this year’s Remuneration against annual targets and progress towards achieving longer Report to help readers understand our remuneration framework and term strategic goals. how we determine remuneration outcomes based on performance. In 2017 ANZ produced good results for shareholders, customers We’ve included a new overview section: 'Remuneration at a glance' and the communities in which we operate. Cash profit increased on page 38, the weighting of the different elements in the Group by 18% and good progress was made towards becoming a better performance outcomes section, and two new tables which detail balanced, better capitalised and more efficient bank. ANZ has 1) the variable remuneration awarded; and 2) the remuneration maintained a strong cost management discipline, achieved sound actually received by the CEO and current Disclosed Executives risk management and compliance outcomes, improved capital during the 2017 performance year. efficiency and credit quality, and rebalanced the business portfolio to improve capital allocation and returns. While performance was In 2018 we are reviewing our reward framework to ensure it good, it is recognised that there is more to do to rebuild community continues to support ANZ’s strategic direction, culture and new trust and improve the customer experience. ways of working. The review will also take into consideration the new Banking Executive Accountability Regime. Taking into consideration Group, business and individual performance, the Board determines remuneration outcomes for On behalf of the Board, I invite you to read our refreshed the Chief Executive Officer and Disclosed Executives. In relation Remuneration Report which will be presented to shareholders to variable remuneration at risk, we set stretching yet achievable for adoption at the 2017 Annual General Meeting. objectives and targets for each executive. When executives deliver on target performance at a Group and individual level (taking into consideration ANZ Values and risk/compliance standards), then variable remuneration awards are likely to be around the target. Ilana Atlas Chair — Human Resources Committee

CONTENTS

1. Who is Covered by this Report 37 5. 2017 Outcomes 44 2. Remuneration at a Glance 38 6. Non-Executive Director Remuneration 52 3. Composition of Executive Remuneration 39 7. Remuneration Governance 53 4. Application of our Remuneration Principles 44 8. Other Information 55

36 REMUNERATION REPORT

1. WHO IS COVERED BY THIS REPORT The Key Management Personnel (KMP) whose remuneration is disclosed in this year’s report are:

Non-Executive Directors (NEDs) ­— Current D Gonski Chairman I Atlas Director P Dwyer Director J Halton Director ­— appointed 21 October 2016 H Lee Director G Liebelt Director J Macfarlane Director

Non-Executive Directors (NEDs) ­— Former I Macfarlane Director ­— retired 16 December 2016

Chief Executive Officer (CEO) and Disclosed Executives— ­ Current S Elliott Chief Executive Officer and Executive Director M Carnegie Group Executive, Digital Banking A George Group Executive, Wealth Australia — appointed 1 December 2016 D Hisco Group Executive and Chief Executive Officer, New Zealand G Hodges Deputy Chief Executive Officer M Jablko Chief Financial Officer F Ohlsson Group Executive, Australia M Whelan Group Executive, Institutional N Williams Chief Risk Officer

Disclosed Executives ­— Former A Currie Former Chief Operating Officer — concluded in role 31 October 2016, ceased employment 1 July 2017

The Remuneration Report for the Group outlines our remuneration strategy and framework and the remuneration practices that apply to KMP. This report has been prepared, and audited, as required by the Corporations Act 2001. It forms part of the Directors’ Report.

37 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

2. REMUNERATION AT A GLANCE

ANZ’S PURPOSE AND STRATEGY1

UNDERPINNED BY:

Support the best interests Reward for performance Focus on both short and OUR REMUNERATION Attract, motivate of our customers and and behaviours aligned longer term performance/ POLICY/PRINCIPLES: and retain talent sound risk management with ANZ’s Values value creation

DELIVERED TO OUR CEO AND DISCLOSED EXECUTIVES THROUGH:

Fixed remuneration Variable remuneration delivered as OUR CORE REMUNERATION Cash Deferred shares Performance rights COMPONENTS2: At risk

REINFORCED BY:

Applying Board Being able to Assessing behaviours ALIGNING Risk is a key input in discretion on downward Prohibiting based on ANZ’s Values REMUNERATION determining variable performance and adjust deferred the hedging of and risk/compliance AND RISK: remuneration remuneration remuneration unvested equity standards outcomes (including to zero)

WHILE SUPPORTING THE ALIGNMENT OF EXECUTIVES AND SHAREHOLDERS THROUGH:

Significant incentive deferral Use of relative and absolute Use of Economic Profit as SHAREHOLDER Substantial shareholding (up to four years) Total Shareholder Return a key input in determining ALIGNMENT: requirements in ANZ equity (TSR) hurdles the incentive pool

DRIVING PERFORMANCE THROUGH OBJECTIVES WITHIN THE GROUP PERFORMANCE FRAMEWORK TO DETERMINE THE INCENTIVE POOL:

Risk Financial and Discipline Customer People and Reputation GROUP (50% weighting) (30% weighting) (20% weighting) PERFORMANCE CATEGORIES: (overall adjustment) (combined weighting 100%)

ANZ’S 2017 The 2017 result is a good outcome which demonstrates further progress in becoming PERFORMANCE a better balanced, better capitalised, more efficient bank. OVERALL: ANZ’s overall performance assessment was slightly below target and this is reflected (refer to section 5.1) in the variable remuneration outcomes.

No change to the CEO’s and Disclosed Executives’ fixed remuneration for 2017. 2017 FIXED Fixed remuneration for new appointments has been set lower than prior incumbent. REMUNERATION CHANGES: Fixed remuneration has remained unchanged since 2014 for a number of Disclosed Executives. No change to NED fees for 2017.

INDIVIDUAL PERFORMANCE OUTCOMES REFLECT THE PERFORMANCE OF THE GROUP, DIVISION AND INDIVIDUAL:

CEO Disclosed Executives 2017 VARIABLE Annual Variable Remuneration: Variable Remuneration outcomes: Nov 2013 REMUNERATION 95% of target (63% of max) % of target % of max performance rights OUTCOMES3: Long Term Variable Remuneration: fully lapsed. (refer to sections $2.1m/$4.2m (face value)4 at Average: 96% 64% Executives received 5.2 and 5.3) threshold/full vesting subject Range: 76% - 136% 51% - 91% no value from this award. to shareholder approval

1. Refer to the 'About our Business' and 'Our Strategy' sections of the Annual Report. 2. The structure of our remuneration framework is aligned with our remuneration principles and has been designed to support ANZ’s purpose and strategy. 3. Variable remuneration outcomes appropriately reflect the Group’s performance against the indicators in the Group performance framework, and also the individual’s performance against their own targets, which are appropriately stretching. 4. Face value at threshold/full vesting (50%/100% vesting).

38 REMUNERATION REPORT

3. COMPOSITION OF EXECUTIVE REMUNERATION 3.1 REMUNERATION STRUCTURE There are two core components of remuneration at ANZ: •• fixed remuneration; and •• at risk variable remuneration. In structuring remuneration, the Board aims to find a balance between: •• fixed remuneration and at risk variable remuneration; •• cash and deferred equity; and •• short, medium, and long-term rewards in line with ANZ’s performance cycle. In 2016 the Human Resources (HR) Committee reviewed the CEO and Disclosed Executives’ remuneration frameworks to ensure they support the achievement of ANZ’s strategic objectives. The review considered a range of factors including market practice, changes in market conditions, regulatory developments, feedback from shareholders and proxy advisors, and our overarching remuneration principles. The review resulted in (as disclosed in the 2016 Remuneration Report): •• changes to the variable remuneration framework for Disclosed Executives and how we deliver variable remuneration to the CEO, effective from the 2016 year; and •• an increase to the Variable Remuneration (VR) opportunity for Disclosed Executives (excluding the Chief Risk Officer (CRO)) effective from 1 October 2016 to 200% of their fixed remuneration, in order to better align with the external market. As a result a greater proportion of total remuneration will be at risk (67% compared to 63% previously). This change also aligns the proportion of fixed remuneration and at risk remuneration for the Disclosed Executives with the CEO. The CEO’s variable remuneration framework is slightly different to the Disclosed Executives, as follows: •• CEO We reward the CEO on separate Annual Variable Remuneration (AVR) and Long Term Variable Remuneration (LTVR) frameworks, in accordance with his employment contract (as disclosed to the market at the time of his appointment) and this is also more consistent with external market practice. LTVR reinforces the CEO’s focus on achieving longer term strategic objectives and creating long-term value for all stakeholders. The HR Committee and the Board: •• determine the CEO’s AVR outcome (half of which is deferred over one to four years); and •• seek shareholder approval for the CEO’s LTVR. •• Disclosed Executives We reward the Disclosed Executives under a single VR framework. This approach enables us to: •• provide the appropriate mix of short and long-term rewards (including performance hurdles) to drive performance, and attract and retain talent; •• tie the full VR award to the performance of ANZ; and •• defer VR over the short, medium and longer term (with shares deferred over four years and the performance rights tested against their hurdles after three years). The HR Committee and the Board determines the VR outcome for each Disclosed Executive. The delivery of VR to Disclosed Executives in relation to the deferral periods and performance hurdles is aligned to that of the CEO. The Board can, on the basis of each executive’s performance, adjust the executive’s variable remuneration down, potentially to zero. We structure the CEO and Disclosed Executives’ remuneration based on the following target remuneration mix. The CEO and Disclosed Executives may be awarded amounts above or below the target for variable remuneration.

CEO

Fixed Remuneration Annual Variable Remuneration (AVR) Long Term Variable Remuneration (LTVR) 1/3 1/3 1/3 At Risk On target opportunity: 100% of fixed remuneration Maximum opportunity: 150% of target On target opportunity: 100% of fixed remuneration Performance Rights Deferred Shares Cash (face value at threshold vesting1) 1 to 4 years 50% of AVR 3 years 50% of AVR 100% of LTVR Disclosed Executives2 Fixed Remuneration Variable Remuneration (VR) 1/3 2/3 At Risk On target opportunity: 200% of fixed remuneration Maximum opportunity: 150% of target Performance Rights Deferred Shares Cash (face value at threshold vesting1) 1 to 4 years 33% of VR 3 years 33% of VR 34% of VR

1. 50% vesting. 2. The CRO’s remuneration arrangements have been structured differently to preserve the independence of this role and to minimise any conflicts of interest in carrying out the risk control function across ANZ. The CRO’s target remuneration has a slightly different mix: fixed remuneration (37%) and VR (63%). VR is delivered as 33% cash, 33% deferred shares and 34% deferred share rights (instead of performance rights). The CRO has a VR target of 170% of fixed remuneration and a maximum opportunity of 150% of target. 39 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

3. COMPOSITION OF EXECUTIVE REMUNERATION (continued) By deferring a significant portion of an executive’s remuneration, we ensure that their variable remuneration: •• is linked to performance; •• has significant retention elements; •• aligns their interests with shareholders’ to deliver against strategic objectives; and •• can be adjusted downwards including to zero (if appropriate).

3.2 FIXED REMUNERATION We express fixed remuneration as a total dollar amount which is delivered as cash salary and superannuation contributions. The Board sets (and reviews annually) the CEO’s and Disclosed Executives’ fixed remuneration based on financial services market relativities reflecting their responsibilities, performance, qualifications, experience and location. In addition, for new appointments we have looked to set fixed remuneration lower than that of the prior incumbent (following the trend established with the CEO appointment).

3.3 VARIABLE REMUNERATION The ANZ Incentive Plan (ANZIP) is our main variable remuneration plan covering the majority of employees, including the CEO and Disclosed Executives.

ANZIP pool sizing and allocation process

ANZIP pool determined based Business and individual Board approval of ANZIP pool on performance and affordability allocation of pool

3.3.1 HOW DO WE DETERMINE THE VARIABLE REMUNERATION POOL AT A GROUP LEVEL? ANZIP incentive pool based on performance As managing risk appropriately is fundamental to the way ANZ operates, it is a key element in how we measure and assess performance at a Group, Division and individual level. The size of the overall incentive pool is determined considering Economic Profit performance (a risk adjusted financial measure) and also our performance against the Group performance categories (Risk, Financial and Discipline, Customer, and People and Reputation).

ANZ uses a Group performance framework approach to measure the overall performance of the Group in relation to the ANZIP. The Group performance framework is designed around three key inputs: • Creating a safe bank with sound risk practices; • Achieving our agreed annual and longer term goals; and • Realising our strategic vision. This approach provides indicators under the categories of: • Risk — separate measure which can adjust the overall performance assessment; • Financial and Discipline (50% weighting); • Customer (30% weighting); and • People and Reputation (20% weighting). The indicators within each category encourage our people to be focused on both annual priorities and on broader long-term strategies to deliver shareholder value. The performance indicators are designed to be stretching yet achievable: they are approved by the Board and are set considering prior year performance, industry standards and ANZ’s strategic objectives. Many of our indicators also focus on targets which are set for the current year in context of progress towards longer term goals. As the specific targets and features relating to all these indicators are commercially sensitive, we have not provided them in detail.

40 REMUNERATION REPORT

3. COMPOSITION OF EXECUTIVE REMUNERATION (continued)

Determination of ANZIP Pool for Allocation At the end of each financial year the HR Committee: •• Assesses performance against the Group performance framework (which was set at the start of the year), with input from the CEO, CRO and Chief Financial Officer (CFO); •• Considers the pool size based on overall Group performance and affordability (for example above target performance is likely to result in an above target pool); •• Makes a recommendation to the Board for approval, with the final ANZIP incentive pool determined by the Board.

3.3.2 HOW DO WE DETERMINE VARIABLE REMUNERATION AT AN INDIVIDUAL LEVEL? Variable remuneration is designed to focus our CEO and Disclosed Executives on key performance measures supporting our business strategy, and encourage the delivery of value for shareholders.

Performance objectives set •• Individual objectives are agreed for the CEO and Disclosed Executives, using a balanced scorecard approach under the four categories of (i) Risk, (ii) Financial and Discipline, (iii) Customer, and (iv) People and Reputation. Start •• The weighting of measures varies to reflect the responsibilities of each individual’s role. •• Many of these measures relate to the contribution towards medium to longer term performance outcomes aligned to ANZ’s strategic objectives. •• This methodology is replicated across ANZ for all employees reflecting the individual’s responsibilities.

Performance assessed against objectives •• The performance of the CEO and each Disclosed Executive is assessed against their objectives, ANZ’s ANZ Values and ANZ’s risk and compliance standards. financial •• The HR Committee seeks input from the CEO, CRO (on risk management), CFO (on financial year performance) and Group General Manager Internal Audit (on internal audit matters). •• The HR Committee reviews (and the Board reviews and approves) the performance outcomes for the CEO and each Disclosed Executive.

End Determination of remuneration outcomes •• The HR Committee considers the performance of the Group, Division and individual to determine remuneration recommendations for the CEO and Disclosed Executives respectively. •• Where the CEO and Disclosed Executives deliver on target performance at a Group and individual level (taking into consideration ANZ Values and risk/compliance standards), then variable remuneration recommendations are likely to be around target opportunity. Recommendations will be adjusted up or down in line with performance. •• The Committee’s recommendations are then reviewed and ultimately approved by the Board.

3.3.3 HOW IS VARIABLE REMUNERATION DELIVERED? As the table below shows, variable remuneration is delivered partly in cash, partly in shares deferred evenly over four years, and partly in performance rights. The performance rights are subject to performance hurdles which determine whether they vest in three years’ time.

1 Oct 2016 30 Sep 2017 Nov 2017 Nov 2018 Nov 2019 Nov 2020 Nov 2021 Fixed remuneration

25% Cash vesting at the end of year 1 25% vesting at the end of year 2 25% vesting at the end of year 3 25% ANZ financial year vesting at the shares

Deferred end of year 4

Vesting is subject to meeting TSR performance hurdles at the end of year 3 rights Variable remuneration paid/allocated remuneration Variable Performance

41 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

3. COMPOSITION OF EXECUTIVE REMUNERATION (continued)

Cash The cash component is paid to executives at the end of the annual Performance and Remuneration Review (usually in late November).

Deferred shares Deferred shares are ordinary shares and are deferred evenly over one to four years. By deferring part of an executives’ remuneration over time (and it remaining subject to downward adjustment), we enable a substantial amount of their remuneration to be directly linked to delivering long-term shareholder value. We grant deferred shares in respect of the 1 October to 30 September performance period in late November each year. We calculate the number of deferred shares to be granted based on the Volume Weighted Average Price (VWAP) of the shares traded on the ASX in the week leading up to and including the date of grant. For disclosure and expensing purposes, we use the one day VWAP to determine the fair value. In some cases (generally due to regulatory/tax reasons), we may grant deferred share rights to executives instead of deferred shares. Each deferred share right entitles the holder to one ordinary share. Performance rights ­— CEO (LTVR) and Disclosed Executives (VR) excluding the CRO1 What is a A performance right is a right to acquire one ordinary ANZ share at nil cost — as long as time and performance hurdles performance are met. right? The future value of performance rights may range from zero to an indeterminate value depending on performance against the hurdles and the share price at the time of exercise.

What is the Performance rights have a three year performance period. For the 2017 grant (to be granted in November/December performance period? 2017), the performance period is from 22 November 2017 to 21 November 2020. We use a three year performance period as it: aligns to our business planning cycle, provides sufficient time for longer term performance to be reflected, while balancing a reasonable timeframe for executives to find the award meaningful and motivating.

What are the We will apply two Total Shareholder Return (TSR) performance hurdles for the 2017 grants of performance rights (as we performance did in 2016): hurdles and why? •• 75% will be measured against a relative TSR hurdle (tranche 1); •• 25% will be measured against an absolute TSR hurdle (tranche 2). TSR represents the change in value of a share plus the value of reinvested dividends paid. We regard it as the most appropriate long-term measure as it focuses on the delivery of shareholder value and is a well understood and tested mechanism to measure performance. The combination of relative and absolute TSR hurdles provides balance to the plan by: •• Relative: rewarding executives for performance that exceeds that of peer companies; and •• Absolute: ensuring there is a continued focus on providing positive growth — even when the market is declining. The two hurdles measure separate aspects of performance: •• the relative TSR hurdle measures our TSR compared to that of the Select Financial Services comparator group, comprising of core local and global competitors. This comparator group is chosen to broadly reflect the geographies and business segments in which ANZ competes for revenue; and •• the absolute Compound Annual Growth Rate (CAGR) TSR hurdle provides executives with a more direct line of sight to the level of shareholder return to be achieved. It also provides a tighter correlation between the executives’ rewards and the shareholders’ financial outcomes. We will measure ANZ’s TSR against each hurdle at the end of the three year performance period to determine whether each tranche of performance rights become exercisable. We measure each tranche independently from the other, so one tranche may vest fully or partially but another tranche may not vest.

42 REMUNERATION REPORT

3. COMPOSITION OF EXECUTIVE REMUNERATION (continued)

Performance rights — CEO (LTVR) and Disclosed Executives (VR) excluding the CRO1 What is the relative TSR Relative TSR is an external hurdle that measures our TSR against that of the Select Financial Services comparator performance hurdle? group over three years. (Also refer to ANZ TSR The Select Financial Services comparator group is made up of: Bank of Queensland Limited; Bendigo and Adelaide Bank performance in section Limited; Commonwealth Bank of Australia Limited; DBS Bank Limited; Macquarie Group Limited; National Australia Bank 5.1 and hurdle outcomes Limited; Standard Chartered PLC; Suncorp Group Limited; and Westpac Banking Corporation. in section 5.3) If our TSR when compared to the then the percentage of TSR of the comparator group performance rights that vest

is less than the 50th percentile is nil

reaches at least the 50th percentile, but is less than is 50% plus 2% for every one percentile increase above the 75th percentile the 50th percentile

reaches or exceeds the 75th percentile is 100%

What is the absolute Absolute CAGR TSR is an internal hurdle of whether ANZ achieves or exceeds a threshold level of growth the Board sets at TSR performance hurdle? the start of the performance period. The HR Committee recommends the absolute TSR targets for that year’s award to the Board for approval. In recommending the targets the Committee considers factors including: the risk free bond rate; historical volatility of ANZ’s share price relative to the market; and the market risk premium.

If the absolute then the percentage of CAGR of our TSR performance rights that vest

is less than 9.5% is nil

is 9.5% is 50%

reaches at least 9.5%, but is less than 14.3% is progressively increased on a pro-rata, straight-line, basis from 50% to 100%

reaches or exceeds 14.3% is 100%

How do we calculate When calculating performance against TSR, we: TSR performance? •• reduce the impact of share price volatility, by using an averaging calculation over a 90 day period for start and end values; •• ensure an independent measurement, by engaging the services of an external organisation (Mercer Consulting (Australia) Pty Ltd) to calculate ANZ’s performance against the TSR hurdles; and •• test the performance against the relevant hurdle once only at the end of the three year performance period — the rights lapse if the performance hurdle is not met.

How do we calculate The number of performance rights we grant is calculated using a face value basis (i.e. the full share price). Face value at full the number of (100%) vesting is split into two tranches. Each tranche value is then divided by the market price (five trading day VWAP of ANZ performance rights? shares at the start of the performance period) to determine the number of performance rights we award in each tranche. Performance rights are allocated in November for Disclosed Executives and December for the CEO (subject to shareholder approval).

How do we expense ANZ engages an external expert to independently determine the fair value of: performance rights? •• performance rights, for expensing purposes; and •• deferred share rights, for allocation and expensing purposes. They consider factors including: the performance conditions; share price volatility; life of the instrument; dividend yield; and share price at grant date.

1. Excluding the CRO who receives deferred share rights instead of performance rights to preserve the independence of this role and to minimise any conflicts of interest in carrying out the risk control function across the organisation. These deferred share rights are subject to a time-based vesting hurdle of three years. The value used to determine the number of deferred share rights to be allocated is based on an independent fair value calculation.

43 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

3. COMPOSITION OF EXECUTIVE REMUNERATION (continued)

3.3.4 DOWNWARD ADJUSTMENT OF DEFERRED REMUNERATION — BOARD DISCRETION Any deferred remuneration we award is subject — even after it has been granted — to the Board’s on-going and absolute discretion to adjust deferred remuneration downward, including to zero at any time. The Board may do that if it: •• considers such an adjustment is necessary, or appropriate, to protect the financial soundness of ANZ or to meet unforeseen regulatory requirements; or •• considers that having regard to information which has come to light after the grant of the remuneration, the remuneration was either not justified at the time, or should not vest because of employee behaviour or conduct before, on, or after, the date of grant. If the Board makes such an adjustment, then the relevant deferred remuneration is immediately and automatically forfeited and will not vest. Accordingly, before any scheduled release of deferred remuneration, the Board considers whether any downward adjustment (or deferral of vesting for a further period or periods) should be made. No downward adjustment was applied to the deferred remuneration of the CEO and Disclosed Executives during 2017.

4. APPLICATION OF OUR REMUNERATION PRINCIPLES Our remuneration policy and principles are a key consideration when making decisions pertaining to our remuneration frameworks. Summary of our remuneration principles For example, in relation to our variable remuneration frameworks Attract, motivate and retain talent Variable remuneration targets are set taking into consideration the external market, with ✓ variable remuneration outcomes adjusted up or down in line with performance.

Support the best interests of our customers Performance objectives include customer and risk measures, in addition to financial and ✓ and sound risk management people measures.

Reward for performance and behaviours Performance assessments and remuneration outcomes take into consideration performance ✓ aligned with ANZ’s Values assessed against individuals’ objectives, ANZ’s Values and our risk and compliance standards.

Focus on both short and longer term Variable remuneration is determined based on performance within the financial year and performance/value creation progress towards achieving longer term strategic goals. A substantial portion is deferred ✓ in ANZ equity over the longer term and the performance rights component will only vest where the hurdles are achieved when tested after three years.

5. 2017 OUTCOMES 5.1 ANZ PERFORMANCE OUTCOMES How we assessed the Group’s performance for the 2017 financial year An overall assessment of performance is undertaken against the Group performance framework. The framework provides a set of indicative measures which are used as a guide to analyse the quality of the outcomes delivered against the Group’s strategic goals. The indicative measures provide a structure to help assess performance however in respect of the overall assessment, judgement is applied given the measures may not be of equal weight. Risk outcomes form an integral part of the assessment as to the quality of the management of ANZ. The focus on creating a safe bank with sound risk practices is reinforced by having the Risk assessment directly impact the overall assessment of the Group’s performance (i.e. a multiplier effect). The 2017 ANZIP pool reflects the overall assessment of Group performance, the change in performance year-on-year, the composition of earnings (i.e. the quality of the result), progress against strategy, and affordability.

Summary of Group Performance Assessment + + Risk + Financial & Discipline Customer People & Reputation = Group Performance Assessment

Overall Adjustment 50% weight 30% weight 20% weight Overall Assessment Outcome: Assessment: Target Assessment: Above Target Assessment: Target Assessment: Below Target Slightly Below Target

44 REMUNERATION REPORT

5. 2017 OUTCOMES (continued)

Performance framework: Overview of indicative measures informing our assessment of performance The table below provides an overview of some of the indicative measures used to inform the overall assessment for each of the key performance categories.

Indicative Measure Performance against Indicative Measures [+/=/- refers to outcome against target]

Risk Overall assessment: Target Risk performance was assessed as on target taking into consideration performance against key risk indicators and an overall assessment of risk management. There has been a strong tone from the top on Risk and Compliance and setting the right culture in line with our objectives to: a. Maintain a culture where we understand, measure and proactively manage risk and compliance operations; b. Ensure employees live the ANZ Values and ensure strict adherence to legal, compliance, regulatory and health/safety requirements (underpinned by robust staff training programs); and c. Ensure ANZ’s products, services and processes are responsible and fair for customers and ANZ.

•• No material breaches of relevant regulations •• + No material breaches with positive feedback from principal regulators (e.g. anti-money laundering, know your customer, sanctions) on ANZ’s proactive collaboration and transparency •• Nil adverse audit trend — stretch target •• - 4: none material or systemic across bank •• >99% of employees to complete mandatory learning •• + 99.7% completion rate, reflecting the cultural importance of mandatory learning in ensuring we understand our regulatory obligations •• Annual credit reviews are a key credit control. Therefore we •• + We continued to improve our performance in 2017 with <1% overdue target to have <3% of total customer group reviews overdue •• Customer complaints referred to external dispute resolution •• = Assessed as on target, although recognised there is more we can do to improve the customer experience

Financial and Discipline Overall assessment: Above Target Group financial performance improved on 2016, with significant progress in implementing strategic priorities including ongoing expense discipline resulting in an absolute reduction in operating costs year-on-year (without sacrificing investment in the business) and rebalancing Group capital through a significant reduction in Institutional capital intensity. Today, circa 53% of Group Capital is allocated to the Retail and Commercial businesses in Australia and New Zealand up from 44% two years ago. Strong organic capital generation along with the announcement of a number of divestments in 2017 means ANZ reported an APRA CET1 ratio of 10.6%, well in advance of APRA’s unquestionably strong CET1 requirements.

Strategy Execution •• Reshaping of the Institutional business through the reduction •• + Substantial reweighting of capital usage reflecting a reduction in credit risk of Risk Weighted assets to improve capital efficiency weighted assets in Institutional — down $18bn. Aggregate reduction of $46bn over two years •• >3 transactions agreed and announced •• + Transactions announced are sale of Retail and Wealth in 6 Asian countries, sale of Shanghai Rural Commercial Bank, UDC1, Wealth Pension and Investments and Aligned Dealer Group businesses, as well as the sale of shareholding in Metrobank Card Corporation2. In aggregate these will contribute ~90 bps of CET1 capital (of which 9 bps was realised in 2017) •• Increase proportion of investment spend within total spend •• + Group expenses decreased 9% (or 1.5% after adjusting for large/notable items) while reducing costs in absolute terms year-on-year within which expensed investment opex was up 4%

Profitability •• Reduction in operating expenses •• + 9% year-on-year reduction of operating expenditure (1.5% year-on-year reduction after adjusting for 2016 large/notable items)

Returns •• Total shareholder returns (TSR) relative to peers •• + Top quartile of peers •• Return on equity (ROE) •• = ROE up 159 bps to 11.9% driven by improved profit performance and the impact of rebalancing the asset portfolio on capital consumption

Funding and Liquidity •• Core funding and CET1 ratio •• + Funding and liquidity have been managed well, with core funding ratio above target, and CET1 up 96 bps to 10.6% against a target of 9.5%

45 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

5. 2017 OUTCOMES (continued) Performance framework: Overview of indicative measures informing our assessment of performance

Indicative Measure Performance against Indicative Measures [+/=/- refers to outcome against target]

Customer Overall assessment: Target Despite a challenging external environment, customer performance was strong, with particular highlights including the strong uplift in digital sales, the launch of a series of innovative and industry leading services like BladePayTM and the extension of our mobile payments leadership with the launch of Samsung Pay and FitBitTM Pay (established with Apple PayTM and Android PayTM). The Group also carefully managed the impact of reshaping the Institutional business (which involved the exit of a large number of client relationships delivering significant reduction in the size of the asset book and an improvement in risk adjusted return in the Institutional business).

Customers as Advocates •• Improve Net Promoter Score (NPS)3 •• - In aggregate the NPS score was maintained or decreased. Australia/NZ Corporate and Commercial Banking, and NZ Retail scores maintained, Australia Retail and Australia/NZ Institutional decreased •• Maintain or improve position in respect of relevant customer •• = Position maintained or improved satisfaction/relationship strength indices

Diversification of sales channels •• Increase brand strength •• = Increased brand index and gap closed relative to market leader •• Launch customer innovations •• + A number of key innovations launched across the business (e.g. BladePayTM, Android PayTM, FitBitTM Pay) which have proven effective in increasing customer numbers and strengthening relationships •• Increase profit contribution and diversity to less capital •• - Average risk weighted assets increased from 0.6% to 1.1% and the high intensive revenue streams in Institutional returning cash management business is now 21% of Institutional income, however there is more to be done to grow the customer franchise business following a period of customer exits and product rationalisation •• Increase the proportion of digital sales •• + Digital sales as % of total sales increased in Australia Retail, NZ Retail, and Australia Corporate and Commercial Banking Market Share •• Increase Australia and NZ market share (in deposits, •• = Increased year-on-year in clients doing business outside of Australia/NZ, and revenue in Australia/NZ from international clients) •• Reduce customer attrition •• = Customer attrition has reduced in Australia Retail and was relatively flat in NZ Retail People and Reputation Overall assessment: Below Target The complex and fast changing internal and external environments created a challenging year for our people. While there are a number of highlights such as the commencement of a program of work designed to lift productivity and embed new ways of working, there is more work to be done in the areas of engagement and improving the reputation of the Banking and Finance industry.

Diversifying our workforce •• Improving gender diversity in management ­­­— •• - Stable at 41.5%. However % of female Senior Managers, Executives and Senior increase representation of women in management Executives increased by 0.6%, 2.3% and 1.9% respectively

Engaging our People •• Improve staff engagement •• The 2017 pulse survey showed a result of 72% (sent to 10% of bank, with 57% response rate)4

Retention and Performance Management •• Reduce staff attrition in the pool identified as 'key talent' •• - 9.9% turnover of key talent ­­­­— can improve further •• 50% reduction in the number of employees with consecutive •• - 46% reduction year-on-year —­­­ can improve further years of poor performance outcomes

Sustainability •• Australia and New Zealand Randstad employer of •• - Target achieved in Australia, with improvement required in NZ choice ratings •• Maintain strong performance on Dow Jones •• = Retained our place as a sector global leader (in the top four banks globally) Sustainability Indices 1. UDC provides asset based finance in NZ. 2. The remaining divestments are subject to regulatory approvals. 3. NPS is a customer loyalty metric used globally to evaluate a company’s brand, products or services. Net Promoter® and NPS® are registered trademarks and Net Promoter Score and Net Promoter System are trademarks of Bain & Company, Satmetrix Systems and Fred Reichheld. 4. No assessment has been included as year-on-year outcomes are not directly comparable.

46 REMUNERATION REPORT

5. 2017 OUTCOMES (continued) ANZ’s Financial Performance 2013 – 2017

2013 2014 2015 2016 2017 Statutory profit ($m) 6,310 7,271 7,493 5,709 6,406 Cash profit ($m, unaudited) 6,492 7,117 7,216 5,889 6,938 Cash return on equity (ROE) (%) (unaudited) 15.3% 15.4% 14.0% 10.3% 11.9% Cash earnings per share (EPS) (unaudited) 238.3 260.3 260.3 202.6 237.1 Share price at 30 September ($) 30.78 30.92 27.08 27.63 29.60 (On 1 October 2012, opening share price was $24.62) Total dividend (cents per share) 164 178 181 160 160 Total shareholder return (12 month %) 31.5 5.9 (7.5) 9.2 13.1

Since 1 October 2012, the Group has used cash profit as a measure of performance for the Group’s ongoing business activities, and provides a basis to assess Group and Divisional performance against earlier periods and against peer institutions. •• We calculate cash profit by adjusting statutory profit for non-core items, consistent with prior years. •• Although cash profit is not audited, the external auditor has informed the Audit Committee that recurring adjustments have been determined on a consistent basis across each period presented, and the additional adjustment for Shanghai Rural Commercial Bank as held for sale in the March 2017 half is appropriate. •• While cash profit forms part of the Financial and Discipline performance assessment, the sizing of the ANZIP pool takes account of both cash profit and Economic Profit. Importantly, Economic Profit takes into consideration credit losses across an economic cycle.

ANZ TSR performance (1 to 10 years) The table below compares ANZ’s TSR performance against the median TSR and upper quartile TSR of the performance rights Select Financial Services (SFS) comparator group over one to ten years. ANZ’s TSR performance was below the median TSR of the SFS Comparator Group when comparing over one, three and five years, and above the median over ten years to 30 September 2017.

Years to 30 September 2017 1 3 5 10 ANZ 13.1% 12.5% 58.9% 78.7% Median TSR SFS 17.2% 18.0% 78.8% 59.1% Upper Quartile TSR SFS 21.0% 24.9% 104.0% 85.4%

47 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

5. 2017 OUTCOMES (continued) 5.2 CEO'S AND DISCLOSED EXECUTIVES’ REMUNERATION OUTCOMES The CEO and Disclosed Executives’ fixed remuneration was reviewed, with no change for the year ending 30 September 2017. The Board approved the CEO’s 2017 AVR and the Disclosed Executives’ 2017 VR outcomes. In doing so, it considered the performance of the individual, the business and overall Group performance, and the shareholder experience. At the start of each year, stretching yet achievable performance objectives are set for the CEO and each Disclosed Executive. When executives deliver on target performance at a Group and individual level (taking into consideration ANZ Values and risk/compliance standards), then variable remuneration awards are likely to be around the target. At year end, each executive’s performance is assessed against their objectives for the year and also taking into consideration risk/compliance standards and their demonstration of the ANZ Values. The CEO assesses the performance of the Disclosed Executives and makes recommendations to the HR Committee. The HR Committee assesses the performance of the CEO and makes recommendations to the Board on both the CEO and the Disclosed Executives’ performance and remuneration outcomes. Average VR for Disclosed Executives is 96% of target (64% of maximum), which is well aligned with overall ANZ performance. The VR differentiation at an individual level ranges between 76% to 136% of target. The differentiation in outcomes reflects the relative performance of the different areas/ individuals and also demonstrates the at risk nature of VR. These VR outcomes (which are paid/granted in November 2017), demonstrate a clear link between performance and reward at both an ANZ and individual level for the 2017 financial year. Whether the portion of 2017 VR delivered as performance rights vests will be subject to ANZ’s TSR performance over a three year performance period, in line with our business planning cycle. The CEO’s proposed 2017 LTVR of $2.1 million/$4.2 million (performance rights face value at threshold/full vesting) is subject to shareholder approval at the 2017 Annual General Meeting. The TSR performance hurdles reflect the importance of focusing on achieving longer term strategic objectives and aligning executives’ and shareholders’ interests.

Year-on-year Remuneration awarded This table shows a year-on-year comparison of remuneration awarded to the CEO and Disclosed Executives for the 2016 and 2017 performance periods. However it should be noted that year-on-year comparisons are not comparable for those shaded (Elliott, Carnegie, Jablko and Ohlsson) as they were only in their current role for part of the 2016 year. There were no increases to fixed remuneration for 2017. The year-on-year differences for Elliott and Whelan reflect the fixed remuneration increases at the time they were appointed to their new roles in 2016, while for Hisco it reflects differences in exchange rates when converting NZD to AUD. The differences for Carnegie, Jablko and Ohlsson are due to having only worked part of the 2016 year as a Disclosed Executive. Variable Total Fixed remuneration remuneration Financial remuneration awarded awarded Year $ $ $ CEO and Current Disclosed Executives S Elliott 2017 2,100,000 4,100,000 6,200,000 2016 (9 months as CEO) 1,887,500 3,650,000 5,537,500 M Carnegie 2017 1,000,000 1,700,000 2,700,000 2016 (~3 months in role) 260,000 400,000 660,000 A George 2017 (10 months in role) 664,000 913,000 1,577,000

D Hisco 2017 1,195,013 2,200,550 3,395,563 2016 1,186,570 2,199,905 3,386,475 G Hodges 2017 1,050,000 2,220,000 3,270,000 2016 1,050,000 1,785,000 2,835,000 M Jablko 2017 1,000,000 2,240,000 3,240,000 2016 (~2.5 months in role) 200,000 400,000 600,000 F Ohlsson 2017 1,000,000 1,620,000 2,620,000 2016 (8 months in role) 660,000 848,100 1,508,100 M Whelan 2017 1,200,000 3,275,000 4,475,000 2016 1,166,000 2,275,000 3,441,000 N Williams 2017 1,350,000 1,900,000 3,250,000 2016 1,350,000 2,150,000 3,500,000 This table supplements, and is different to, the Statutory Remuneration table which presents the accounting expense for both vested and unvested awards in accordance with the Australian Accounting Standards. A further breakdown of the variable remuneration awarded for 2017 is provided on the next page. 48 REMUNERATION REPORT

5. 2017 OUTCOMES (continued)

2017 Variable Remuneration awarded This table shows the VR awarded to the CEO and Disclosed Executives for the year ending 30 September 2017 and what this represents as a % of their target opportunity and maximum opportunity. The average variable remuneration awarded to the CEO and Disclosed Executives is 96% of target (64% of maximum) which is well aligned with the Group performance assessment outcome. Only the cash component will be received now, the deferred shares will vest over four years and the performance rights may or may not vest when tested against the hurdles after three years.

Target opportunity Maximum opportunity

S Elliott AVR $2,000,000 (95% of target, 63% of max) = $1,000,000 + $1,000,000 LTVR $2,100,000 performance rights face value at threshold vesting ($4,200,000 face value at full vesting) — subject to shareholder approval at the 2017 Annual General Meeting. (100% of target) M Carnegie VR $1,700,000 (85% of target, 57% of max) = $561,000 + $561,000 + $578,000

A George1 VR $913,000 (76% of target, 51% of max) = $301,290 + $301,290 + $310,420

D Hisco VR $2,200,550 (92% of target, 61% of max) = $726,181 + $726,181 + $748,187

G Hodges VR $2,220,000 (106% of target, 70% of max) = $732,600 + $732,600 + $754,800

M Jablko VR $2,240,000 (112% of target, 75% of max) = $739,200 + $739,200 + $761,600

F Ohlsson VR $1,620,000 (81% of target, 54% of max) = $534,600 + $534,600 + $550,800

M Whelan VR $3,275,000 (136% of target, 91% of max) = $1,080,750 + $1,080,750 + $1,113,500

N Williams2 VR $1,900,000 (83% of target, 55% of max) = $627,000 + $627,000 + $646,000

Cash Deferred shares or deferred share rights Performance rights face value at threshold vesting3 1. Remuneration disclosed from commencement in Disclosed Executive role. 2. As CRO, receives deferred share rights instead of performance rights. 3. Multiply by two to convert to face value at full vesting. 2017 Actual Remuneration received This table shows the remuneration actually received by the CEO and current Disclosed Executives in relation to the 2017 performance year as cash, or in the case of prior equity awards, the value which vested in 2017. The final column also shows the value of prior equity awards which lapsed in 2017 (these awards reflect the 2013 performance rights which failed to meet the performance hurdles when tested in November 2016). Only the cash component of the 2017 VR award appears in this table, as the other components are deferred and may/may not vest in future years. Deferred variable Deferred variable Other deferred remuneration Cash remuneration remuneration Actual which lapsed/ Fixed variable Total which vested which vested remuneration forfeited during remuneration remuneration cash during the year1 during the year1 received the year1 $ $ $ $ $ $ $ CEO and Current Disclosed Executives S Elliott 2,100,000 1,000,000 3,100,000 1,161,588 - 4,261,588 (1,929,199) M Carnegie 1,000,000 561,000 1,561,000 - 2,783,169 4,344,169 - A George2 664,000 301,290 965,290 - 250,000 1,215,290 - D Hisco3 1,195,013 726,181 1,921,194 1,102,772 - 3,023,966 (1,348,887) G Hodges 1,050,000 732,600 1,782,600 677,607 - 2,460,207 (964,586) M Jablko 1,000,000 739,200 1,739,200 - 1,004,553 2,743,753 - F Ohlsson 1,000,000 534,600 1,534,600 694,592 - 2,229,192 (254,839) M Whelan 1,200,000 1,080,750 2,280,750 1,154,038 - 3,434,788 (385,812) N Williams 1,350,000 627,000 1,977,000 1,621,508 - 3,598,508 -

1. The point in time value of previously deferred remuneration granted as shares/share rights and/or performance rights is based on the one day VWAP of the Company’s shares traded on the ASX on the date of vesting or lapsing/forfeiture multiplied by the number of shares/share rights and/or performance rights. The amount paid as deferred cash is the value included. 2. Remuneration disclosed from commencement in Disclosed Executive role (1 December 2016). 3. Paid in NZD and converted to AUD. This table supplements, and is different to, the Statutory Remuneration table which presents the accounting expense for both vested and unvested awards in accordance with the Australian Accounting Standards. 49 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

5. 2017 OUTCOMES (continued)

2017 Statutory Remuneration ­— CEO and Disclosed Executives The following table outlines the statutory remuneration disclosed in accordance with the Australian Accounting Standards.

Short-Term Employee Benefits Post-Employment

Retirement Non monetary Total cash Super benefit accrued Financial Cash salary1 benefits2 incentive3 Other cash contributions during year4 Year $ $ $ $ $ $ CEO and Current Disclosed Executives

S Elliott 2017 1,917,808 16,995 1,000,000 - 182,192 - 2016 1,723,744 17,110 775,000 - 163,756 -

M Carnegie7 2017 913,242 29,920 561,000 100,000 87,258 -

2016 237,443 7,072 132,000 736,000 22,557 -

A George8 2017 614,521 22,468 301,290 250,000 58,107 -

D Hisco9, 10 2017 1,195,013 465,103 726,181 - - 7,636

2016 1,186,570 472,574 725,969 - - 7,034

G Hodges 2017 958,904 17,753 732,600 - 91,096 4,565

2016 958,904 17,110 589,050 - 91,096 4,522

M Jablko11 2017 913,242 15,515 739,200 268,082 87,258 -

2016 182,648 - 132,000 - 17,352 -

F Ohlsson10, 12 2017 913,242 46,848 534,600 - 86,758 -

2016 602,740 30,072 279,873 - 57,260 -

M Whelan13 2017 1,095,890 11,995 1,080,750 - 104,110 -

2016 1,064,840 11,610 750,750 - 101,160 -

N Williams 2017 1,232,877 19,359 627,000 - 117,123 5,870

2016 1,232,877 19,707 709,500 - 117,123 5,814

Former Disclosed Executive

A Currie14 2017 753,425 192,565 - - 71,575 - 2016 966,077 17,110 495,000 - 95,434 -

1. Cash salary includes any adjustments required to reflect the use of ANZ's Lifestyle Leave Policy. 2. Non monetary benefits generally consist of company-funded benefits such as car parking and taxation services. 3. The total cash incentive relates to the cash component only. The relevant amortisation of the AVR/VR deferred components is included in share-based payments and has been amortised over the vesting period. The total AVR/VR was approved by the Board on 25 October 2017. 100% of the cash component of the AVR/VR awarded for the 2016 and 2017 years vested to the Disclosed Executive in the applicable financial year. 4. Accrual relates to Retirement Allowance. As a result of being employed with ANZ before November 1992, D Hisco, G Hodges and N Williams are eligible to receive a Retirement Allowance on retirement, retrenchment, death, or resignation for illness, incapacity or domestic reasons. The Retirement Allowance is calculated as three months of preserved notional salary (which is 65% of fixed remuneration) plus an additional 3% of notional salary for each year of full-time service above 10 years less the total accrual value of long service leave (including taken and untaken). 5. As required by AASB 2 Share-based payments, the amortisation value includes a proportion of the fair value (taking into account market-related vesting conditions) of all equity that had not yet fully vested as at the commencement of the financial year. The fair value is determined at grant date and is allocated on a straight-line basis over the relevant vesting period. The amount included as remuneration is neither related to, nor indicative of, the benefit (if any) that the executive may ultimately realise if the equity becomes exercisable. 6. Termination benefits reflect payment for accrued annual leave, long service leave and pay in lieu of notice payable on termination. 7. M Carnegie commenced in a Disclosed Executive role on 27 June 2016, so 2016 remuneration reflects a partial service year. As part of M Carnegie's employment arrangement, she received $836,000 in cash (of which $736,000 was paid in 2016 and $100,000 was paid in 2017) and $3.264 million in deferred equity vesting from November 2016 to June 2018, as compensation for bonus opportunity foregone and deferred remuneration forfeited (as disclosed in 2016).

50 REMUNERATION REPORT

Long-Term Employee Benefits Share-Based Payments5 Total amortisation value of Other equity Variable remuneration allocations Long service leave accrued Performance Termination Grand total during the year Shares Share rights rights Shares benefits6 remuneration $ $ $ $ $ $ $

31,819 1,105,401 - 1,380,645 - - 5,634,860 113,522 1,211,322 - 1,065,203 - - 5,069,657

15,152 225,446 - 177,089 2,794,880 - 4,903,987

3,985 14,282 - 10,496 689,853 - 1,853,688

15,405 262,448 - 120,594 - - 1,644,833

21,319 - 669,039 757,389 533 - 3,842,213

19,566 - 865,109 788,989 710 - 4,066,521

15,910 554,318 - 610,999 - - 2,986,145

16,203 607,475 - 587,186 - - 2,871,546

15,152 281,374 - 221,998 952,292 - 3,494,113

3,113 11,486 - 8,340 181,983 - 536,922

15,152 162,978 299,530 331,818 533 - 2,391,459

68,843 - 333,975 163,593 469 - 1,536,825

18,182 827,073 - 661,203 - - 3,799,203

51,210 950,540 - 442,551 - - 3,372,661

20,455 600,960 867,287 - - - 3,490,931

20,511 757,057 918,106 - - - 3,780,695

- 212,661 343,775 504,180 - 563,015 2,641,196 16,713 538,038 151,198 783,998 - - 3,063,568

8. A George commenced in a Disclosed Executive role on 1 December 2016, so 2017 remuneration reflects a partial service year. In relation to A George's role prior to her appointment to the Group Executive Committee, in July 2016 the Board approved a cash retention award of $500,000 with partial vesting in June 2017 ($250,000) and December 2017 ($250,000). 9. D Hisco's fixed remuneration is paid in NZD and converted to AUD. The year-on-year difference in cash salary relates to fluctuations in the exchange rate. 10. D Hisco and F Ohlsson were eligible in 2016, to receive shares in relation to the Employee Share Offer. That offer provides a grant of ANZ shares in each financial year to eligible employees subject to Board approval. Refer to Note 31 Employee Share and Option Plans for further details on the Employee Share Offer. 11. M Jablko commenced in a Disclosed Executive role on 18 July 2016, so 2016 remuneration reflects a partial service year. As part of M Jablko's employment arrangement, she received $268,082 in cash and $1,657,082 in deferred equity vesting from November 2017 to February 2021, as compensation for bonus opportunity foregone and deferred remuneration forfeited (as disclosed in 2016). 12. F Ohlsson commenced in a Disclosed Executive role on 1 February 2016, so 2016 remuneration reflects amounts prorated for the partial service year. 13. M Whelan's fixed remuneration was adjusted in February 2016 when he changed Disclosed Executive roles. The year-on-year difference in cash salary and superannuation contribution reflects this change. 14. A Currie concluded in his role on 31 October 2016 and ceased employment on 1 July 2017. Statutory remuneration table reflects his remuneration up to his date of termination, 1 July 2017.

51 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

5. 2017 OUTCOMES (continued) 5.3 PERFORMANCE RIGHTS VESTING OUTCOMES Performance rights granted to the CEO and Disclosed Executives (excluding the CRO) in November 2013 reached the end of their performance period in November 2016. ANZ Median First date TSR over TSR over % Hurdle Grant date exercisable three years three years vested Outcome

Relative TSR ­— Select Financial Services 22-Nov-13 22-Nov-16 4.07% 18.01% 0% Performance Comparator Group rights lapsed

Relative TSR ­— ASX 50 Comparator Group 22-Nov-13 22-Nov-16 4.07% 19.14% 0% Performance rights lapsed

It is likely that the performance rights we awarded our executives in late 2014 will also lapse when we test them in November 2017.

6. NON-EXECUTIVE DIRECTOR (NED) REMUNERATION The Board reviewed and determined not to increase NED fees for 2017. NEDs receive a fee for being a Director of the Board, and additional fees for either chairing, or being a member of a Board Committee. The Chairman of the Board does not receive additional fees for serving on a Board Committee. In setting Board and Committee fees consideration is given to: general industry practice; best principles of corporate governance; the responsibilities and risks attached to the NED role; the time commitment expected of NEDs on Group and Company matters; and fees paid to NEDs of comparable companies. ANZ compares NED fees to a comparator group of Australian listed companies with a similar market capitalisation, with particular focus on the major financial services institutions. This is considered an appropriate group, given similarity in size, nature of work and time commitment by NEDs. This table shows the NED fee structure for 2017 (unchanged from 2016):

Environment, Human Digital Business Sustainability Audit Risk Resources & Technology & Governance Board1 Committee Committee Committee Committee Committee Chair fee $825,000 $65,000 $62,000 $57,000 $35,000 $35,000

Member fee $240,000 $32,500 $31,000 $29,000 $15,000 $15,000

1. Including superannuation.

To maintain NED independence and impartiality: •• NED fees are not linked to the performance of the Group; and •• NEDs are not eligible to participate in any of the Group’s variable remuneration arrangements. The current aggregate fee pool for NEDs of $4 million was approved by shareholders at the 2012 Annual General Meeting. The annual total of NEDs’ fees, including superannuation contributions, is within this agreed limit.

We expect our NEDs to hold ANZ shares NEDs are required: •• to accumulate shares — over a five year period from their appointment — to the value of 100% (200% for the Chairman) of the NED fee for a Board member; and •• to maintain this shareholding while they are a Director of ANZ. All NEDs have met — or, if appointed within the last five years, are on track to meet — their minimum shareholding requirement.

52 REMUNERATION REPORT

6. NON-EXECUTIVE DIRECTOR (NED) REMUNERATION (continued)

2017 Statutory Remuneration — NEDs Short-Term NED Benefits Post-Employment 1 1 2 Financial Fees Super contributions Total remuneration Year $ $ $ Current Non-Executive Directors

D Gonski 2017 805,276 19,724 825,000

2016 805,615 19,385 825,000

I Atlas 2017 317,776 19,724 337,500

2016 297,115 19,385 316,500

P Dwyer 2017 345,276 19,724 365,000

2016 345,615 19,385 365,000

J Halton3 2017 241,063 18,894 259,957

H Lee 2017 315,276 19,724 335,000

2016 315,615 19,385 335,000

G Liebelt 2017 343,151 19,724 362,875

2016 338,615 19,385 358,000

J Macfarlane 2017 298,776 19,724 318,500

2016 299,115 19,385 318,500

Former Non-Executive Director

I Macfarlane4 2017 68,225 4,904 73,129

2016 330,115 19,385 349,500

Total of all Non-Executive Directors 2017 2,734,819 142,142 2,876,961

2016 2,731,805 135,695 2,867,500

1. Year-on-year differences in fees relate to changes in Committee memberships and changes to the superannuation maximum contribution base. 2. Long-term benefits and share-based payments do not apply for the Non-Executive Directors. There were no non monetary benefits or termination benefits for the Non-Executive Directors in either 2016 or 2017. 3. J Halton commenced as a Non-Executive Director on 21 October 2016, so 2017 remuneration reflects a partial service year. 4. I Macfarlane retired as a NED on 16 December 2016. Statutory remuneration table reflects his expense up to his date of retirement. 7. REMUNERATION GOVERNANCE 7.1 THE HUMAN RESOURCES (HR) COMMITTEE Role The HR Committee supports the Board on remuneration and other HR matters. They review the remuneration policies and practices of the Group, monitor market practice and also regulatory and compliance requirements in Australia and overseas. The HR Committee has a strong focus on the relationship between business performance, risk management and remuneration. During the year the HR Committee met on four occasions and reviewed and approved or made recommendations to the Board on matters including: •• remuneration for the CEO and other key executives (broader than those disclosed in the Remuneration Report) covered by the ANZ Remuneration Policy; •• the design of significant variable remuneration plans — for example: the ANZIP; •• the Group performance framework (objectives setting and assessment) and annual variable remuneration spend; •• performance and reward outcomes for key senior executives; •• key senior executive appointments and terminations; •• the effectiveness of the ANZ Remuneration Policy; •• succession plans for key senior executives; and •• diversity and inclusion, employee engagement, and health and safety. More details about the role of the HR Committee, including its Charter, can be found on our website. Go to anz.com > about us > our company > corporate governance > ANZ Human Resources Committee Charter.

53 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

7. REMUNERATION GOVERNANCE (continued) Link between remuneration and risk To further reflect the importance of the link between remuneration and risk: •• the Board had two NEDs in 2017 (increasing to three in 2018) who serve on both the HR Committee and the Risk Committee; •• the HR Committee has free and unfettered access to risk and financial control personnel; and •• the HR Committee can engage independent external advisors as needed. External advisors provided information but not recommendations Throughout the year, the HR Committee and management received information from the following external providers: Aon Hewitt, Ashurst, Ernst & Young, Mercer Consulting (Australia) Pty Ltd and PricewaterhouseCoopers. This information related to market data, market practices, legislative requirements and the interpretation of governance and regulatory requirements. During the year, the HR Committee did not receive any remuneration recommendations from consultants about the remuneration of KMP. ANZ employs in-house remuneration professionals who provide recommendations to the HR Committee and the Board. When doing so, they consider market information provided by external providers. The Board made its decisions independently, using the information provided and with careful regard to ANZ’s strategic objectives, risk appetite and the ANZ Remuneration Policy and principles.

7.2 INTERNAL GOVERNANCE Hedging prohibition All deferred equity must remain at risk until it has fully vested. Accordingly, executives and their associated persons must not enter into any schemes that specifically protect the unvested value of equity allocated. If they do so, then they forfeit the relevant equity.

Shareholding guidelines We expect the CEO and each Disclosed Executive to, over a five year period: •• accumulate ANZ shares to the value of 200% of their fixed remuneration; and •• maintain this shareholding level while they are an executive of ANZ. For this purpose, shareholdings include all vested, and unvested, equity that is not subject to performance hurdles. Based on equity holdings as at 30 September 2017, the CEO and all Disclosed Executives: •• who have been with us for at least five years, meet this requirement; and •• who have been with us for less than five years, are on track to meet it.

CEO and Disclosed Executives’ Contract Terms and equity treatment The details of the contract terms and also the equity treatment on termination (in accordance with the Conditions of Grant) relating to the CEO and Disclosed Executives are below. Although they are similar, they vary in some cases to suit different circumstances.

Type of contract Permanent ongoing employment contract.

Notice on resignation •• 12 months’ by CEO; •• 6 months’ by Disclosed Executives.

Notice on termination by ANZ •• 12 months’ by ANZ. However, ANZ may immediately terminate an individual’s employment at any time in the case of serious misconduct. In that case, the individual will be entitled only to payment of fixed remuneration up to the date of termination.

How unvested equity is treated Executives who resign or are terminated will forfeit all their unvested deferred equity — unless the Board on leaving ANZ determines otherwise. Where an executive is terminated due to redundancy or they are classified as a 'good leaver', then: •• their deferred shares/rights are released at the original vesting date; and •• their performance rights1 are prorated for service to the full notice termination date and released at the original vesting date (if performance hurdles are met). On an executive’s death or total and permanent disablement, their deferred equity vests.

Change of control If a change of control or other similar event occurs, then we will test the performance conditions applying to (applicable for the CEO only) the CEO’s performance rights. They will vest to the extent that the performance conditions are satisfied.

1. Or deferred share rights granted to the CRO instead of performance rights.

54 REMUNERATION REPORT

8. OTHER INFORMATION 8.1 EQUITY HOLDINGS For the equity granted to the CEO and Disclosed Executives in November/December 2016, all deferred shares were purchased on the market. For deferred share rights and performance rights, we will determine our approach to satisfying awards closer to the time of vesting. The table below sets out details of deferred shares and rights that we granted to the CEO and Disclosed Executives: •• during the 2017 year; or •• in prior years and that then vested, were exercised/sold or which lapsed/were forfeited during the 2017 year.

CEO and Disclosed Executives equity granted, vested, exercised/sold and lapsed/forfeited

Equity fair Vested value at Lapsed/ and exer- Unexer- grant First Vested Forfeited Exercised/Sold cisable cisable Type (for 2017 date Date as at as at of Number grants Grant exercis- of Value2 Value2 Value2 30 Sep 30 Sep Name equity granted1 only) $ date able expiry Number % $ Number % $ Number % $ 20173 20174 CEO and Current Disclosed Executives

S Elliott Deferred shares 18,814 21-Nov-14 21-Nov-16 - 18,814 100 524,399 - - - (18,814) 100 541,100 - - Deferred shares 22,796 18-Nov-15 18-Nov-16 - 22,796 100 637,189 - - - (22,796) 100 655,624 - -

Deferred shares 6,941 27.98 22-Nov-16 22-Nov-17 ------6,941 Deferred shares 6,941 27.98 22-Nov-16 22-Nov-18 ------6,941

Deferred shares 6,941 27.98 22-Nov-16 22-Nov-19 ------6,941

Deferred shares 6,941 27.98 22-Nov-16 22-Nov-20 ------6,941

Performance rights 36,049 22-Nov-13 22-Nov-16 21-Nov-18 - - - (36,049) 100 (1,008,420) - - - - -

Performance rights 32,916 22-Nov-13 22-Nov-16 21-Nov-18 - - - (32,916) 100 (920,779) - - - - -

Performance rights 112,862 14.01 16-Dec-16 16-Dec-19 16-Dec-21 ------112,862

Performance rights 37,620 12.28 16-Dec-16 16-Dec-19 16-Dec-21 ------37,620

M Carnegie Deferred shares 24,247 20-Aug-16 21-Nov-16 - 24,247 100 675,832 - - - (24,247) 100 731,900 - - Deferred shares 24,336 20-Aug-16 01-Jun-17 - 24,336 100 680,040 - - - (24,300) 100 698,316 36 -

Deferred shares 24,292 20-Aug-16 27-Feb-17 - 24,292 100 749,102 - - - (24,292) 100 767,620 - -

Deferred shares 19,336 20-Aug-16 20-Aug-17 - 19,336 100 578,195 ------19,336 -

Deferred shares 1,182 27.98 22-Nov-16 22-Nov-17 ------1,182

Deferred shares 1,182 27.98 22-Nov-16 22-Nov-18 ------1,182

Deferred shares 1,182 27.98 22-Nov-16 22-Nov-19 ------1,182

Deferred shares 1,182 27.98 22-Nov-16 22-Nov-20 ------1,182

Performance rights 7,309 14.14 22-Nov-16 22-Nov-19 22-Nov-21 ------7,309

Performance rights 2,436 10.38 22-Nov-16 22-Nov-19 22-Nov-21 ------2,436

A George5

D Hisco Deferred shares 7,000 31-Oct-08 31-Oct-11 ------(7,000) 100 211,871 - -

Employee Share Offer 25 04-Dec-13 04-Dec-16 - 25 100 714 ------25 -

Deferred share rights 18,370 21-Nov-14 21-Nov-16 21-Nov-18 18,370 100 512,023 - - - (18,370) 100 580,486 - -

Deferred share rights 21,109 18-Nov-15 18-Nov-16 18-Nov-18 21,109 100 590,035 - - - (21,109) 100 667,038 - -

Deferred share rights 6,935 26.17 22-Nov-16 22-Nov-17 22-Nov-19 ------6,935 Deferred share rights 7,386 24.57 22-Nov-16 22-Nov-18 22-Nov-20 ------7,386

Deferred share rights 7,867 23.07 22-Nov-16 22-Nov-19 22-Nov-21 ------7,867 Deferred share rights 8,379 21.66 22-Nov-16 22-Nov-20 22-Nov-22 ------8,379

Performance rights 25,205 22-Nov-13 22-Nov-16 21-Nov-18 - - - (25,205) 100 (705,075) - - - - - Performance rights 23,015 22-Nov-13 22-Nov-16 21-Nov-18 - - - (23,015) 100 (643,812) - - - - -

Performance rights 40,198 14.14 22-Nov-16 22-Nov-19 22-Nov-21 ------40,198

Performance rights 13,399 10.38 22-Nov-16 22-Nov-19 22-Nov-21 ------13,399

55 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

8. OTHER INFORMATION (continued)

CEO and Disclosed Executives equity granted, vested, exercised/sold and lapsed/forfeited

Equity fair Vested value at Lapsed/ and exer- Unexer- grant First Vested Forfeited Exercised/Sold cisable cisable Type (for 2017 date Date as at as at of Number grants Grant exercis- of Value2 Value2 Value2 30 Sep 30 Sep Name equity granted1 only) $ date able expiry Number % $ Number % $ Number % $ 20173 20174 CEO and Current Disclosed Executives

G Hodges Deferred shares 11,102 12-Nov-12 12-Nov-13 ------(11,102) 100 332,567 - - Deferred shares 9,055 22-Nov-13 22-Nov-14 ------(9,055) 100 271,248 - -

Deferred shares 10,975 21-Nov-14 21-Nov-16 - 10,975 100 305,904 ------10,975 - Deferred shares 13,298 18-Nov-15 18-Nov-16 - 13,298 100 371,703 ------13,298 -

Deferred shares 5,276 27.98 22-Nov-16 22-Nov-17 ------5,276

Deferred shares 5,276 27.98 22-Nov-16 22-Nov-18 ------5,276

Deferred shares 5,276 27.98 22-Nov-16 22-Nov-19 ------5,276

Deferred shares 5,276 27.98 22-Nov-16 22-Nov-20 ------5,276

Performance rights 18,024 22-Nov-13 22-Nov-16 21-Nov-18 - - - (18,024) 100 (504,196) - - - - -

Performance rights 16,458 22-Nov-13 22-Nov-16 21-Nov-18 - - - (16,458) 100 (460,390) - - - - -

Performance rights 32,617 14.14 22-Nov-16 22-Nov-19 22-Nov-21 ------32,617

Performance rights 10,872 10.38 22-Nov-16 22-Nov-19 22-Nov-21 ------10,872

M Jablko Deferred shares 20,825 20-Aug-16 27-Feb-17 - 20,825 100 642,189 - - - (20,825) 100 646,941 - -

Deferred shares 3,153 20-Aug-16 20-Aug-17 - 3,153 100 94,283 ------3,153 -

Deferred shares 1,182 27.98 22-Nov-16 22-Nov-17 ------1,182

Deferred shares 1,182 27.98 22-Nov-16 22-Nov-18 ------1,182

Deferred shares 1,182 27.98 22-Nov-16 22-Nov-19 ------1,182

Deferred shares 1,182 27.98 22-Nov-16 22-Nov-20 ------1,182

Performance rights 7,309 14.14 22-Nov-16 22-Nov-19 22-Nov-21 ------7,309

Performance rights 2,436 10.38 22-Nov-16 22-Nov-19 22-Nov-21 ------2,436

F Ohlsson Employee Share Offer 25 04-Dec-13 04-Dec-16 - 25 100 714 ------25 -

Deferred share rights 7,361 22-Nov-13 22-Nov-16 21-Nov-18 7,361 100 205,914 ------7,361 -

Deferred share rights 4,861 22-Nov-13 22-Nov-16 21-Nov-18 4,861 100 135,980 ------4,861 -

Deferred share rights 4,406 21-Nov-14 21-Nov-16 21-Nov-18 4,406 100 122,808 ------4,406 -

Deferred share rights 8,199 18 -Nov-15 18-Nov-16 18-Nov-18 8,199 100 229,177 ------8,199 -

Deferred share rights 4,050 26.17 22-Nov-16 22-Nov-17 29-Nov-17 ------4,050

Deferred share rights 4,314 24.57 22-Nov-16 22-Nov-18 29-Nov-18 ------4,314

Deferred share rights 4,595 23.07 22-Nov-16 22-Nov-19 29-Nov-19 ------4,595

Deferred share rights 4,894 21.66 22-Nov-16 22-Nov-20 29-Nov-20 ------4,894

Performance rights 4,762 22-Nov-13 22-Nov-16 21-Nov-18 - - - (4,762) 100 (133,210) - - - - -

Performance rights 4,348 22-Nov-13 22-Nov-16 21-Nov-18 - - - (4,348) 100 (121,629) - - - - -

Performance rights 23,480 14.14 22-Nov-16 22-Nov-19 22-Nov-21 ------23,480

Performance rights 7,826 10.38 22-Nov-16 22-Nov-19 22-Nov-21 ------7,826

56 REMUNERATION REPORT

8. OTHER INFORMATION (continued)

CEO and Disclosed Executives equity granted, vested, exercised/sold and lapsed/forfeited

Equity fair Vested value at Lapsed/ and exer- Unexer- grant First Vested Forfeited Exercised/Sold cisable cisable Type (for 2017 date Date as at as at of Number grants Grant exercis- of Value2 Value2 Value2 30 Sep 30 Sep Name equity granted1 only) $ date able expiry Number % $ Number % $ Number % $ 20173 20174 CEO and Current Disclosed Executives

M Whelan Deferred shares 46,565 31-Oct-08 31-Oct-11 ------(46,565) 100 1,337,445 - -

Deferred shares 6,299 22-Nov-13 22-Nov-16 - 6,299 100 176,206 - - - (6,299) 100 177,367 - -

Deferred shares 9,448 22-Nov-13 22-Nov-16 - 9,448 100 264,295 - - - (9,448) 100 266,037 - -

Deferred shares 9,407 21-Nov-14 21-Nov-16 - 9,407 100 262,199 - - - (9,407) 100 264,882 - -

Deferred shares 16,147 18-Nov-15 18-Nov-16 - 16,147 100 451,338 - - - (16,147) 100 454,667 - -

Deferred shares 6,724 27.98 22-Nov-16 22-Nov-17 ------6,724

Deferred shares 6,724 27.98 22-Nov-16 22-Nov-18 ------6,724

Deferred shares 6,724 27.98 22-Nov-16 22-Nov-19 ------6,724

Deferred shares 6,724 27.98 22-Nov-16 22-Nov-20 ------6,724

Performance rights 7,209 22-Nov-13 22-Nov-16 21-Nov-18 - - - (7,209) 100 (201,662) - - - - -

Performance rights 6,583 22-Nov-13 22-Nov-16 21-Nov-18 - - - (6,583) 100 (184,150) - - - - -

Performance rights 41,571 14.14 22-Nov-16 22-Nov-19 22-Nov-21 ------41,571

Performance rights 13,857 10.38 22-Nov-16 22-Nov-19 22-Nov-21 ------13,857

N Williams Deferred shares 13,327 21-Nov-14 21-Nov-16 - 13,327 100 371,461 - - - (13,327) 100 398,477 - -

Deferred shares 17,097 18-Nov-15 18-Nov-16 - 17,097 100 477,892 - - - (17,097) 100 511,200 - -

Deferred shares 6,355 27.98 22-Nov-16 22-Nov-17 ------6,355

Deferred shares 6,355 27.98 22-Nov-16 22-Nov-18 ------6,355

Deferred shares 6,355 27.98 22-Nov-16 22-Nov-19 ------6,355

Deferred shares 6,355 27.98 22-Nov-16 22-Nov-20 ------6,355

Deferred share rights 27,603 22-Nov-13 22-Nov-16 21-Nov-18 27,603 100 772,155 - - - (27,603) 100 825,330 - -

Deferred share rights 31,686 23.07 22-Nov-16 22-Nov-19 29-Nov-19 ------31,686

Former Disclosed Executive

A Currie6 Deferred shares 13,327 21-Nov-14 21-Nov-16 - 13,327 100 371,461 - - - (13,327) 100 375,262 - -

Deferred shares 17,097 18-Nov-15 18-Nov-16 - 17,097 100 477,892 - - - (17,097) 100 481,417 - -

Deferred share rights 4,728 26.17 22-Nov-16 22-Nov-17 29-Nov-17 ------4,728

Deferred share rights 5,036 24.57 22-Nov-16 22-Nov-18 29-Nov-18 ------5,036

Deferred share rights 5,364 23.07 22-Nov-16 22-Nov-19 29-Nov-19 ------5,364

Deferred share rights 5,713 21.66 22-Nov-16 22-Nov-20 29-Nov-20 ------5,713

Performance rights 27,036 22-Nov-13 22-Nov-16 21-Nov-18 - - - (27,036) 100 (756,294) - - - - -

Performance rights 24,687 22-Nov-13 22-Nov-16 21-Nov-18 - - - (24,687) 100 (690,584) - - - - -

Performance rights 26,334 21-Nov-14 21-Nov-17 21-Nov-19 - - - (505) 2 (14,496) - - - - 25,829

Performance rights 24,240 21-Nov-14 21-Nov-17 21-Nov-19 - - - (465) 2 (13,347) - - - - 23,775

Performance rights 18,996 18-Nov-15 18-Nov-18 18-Nov-20 - - - (6,639) 35 (190,567) - - - - 12,357

Performance rights 18,996 18-Nov-15 18-Nov-18 18-Nov-20 - - - (6,639) 35 (190,567) - - - - 12,357

Performance rights 18,996 18-Nov-15 18-Nov-18 18-Nov-20 - - - (6,639) 35 (190,567) - - - - 12,357

Performance rights 27,409 14.14 22-Nov-16 22-Nov-19 22-Nov-21 - - - (18,824) 69 (540,326) - - - - 8,585

Performance rights 9,136 10.38 22-Nov-16 22-Nov-19 22-Nov-21 - - - (6,275) 69 (180,118) - - - - 2,861

57 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

8. OTHER INFORMATION (continued)

CEO and Disclosed Executives equity granted, vested, exercised/sold and lapsed/forfeited

1. Executives, for the purpose of the five highest paid executive disclosures, are defined as Disclosed Executives or other members of the Group Executive Committee. For the 2017 financial year the five highest paid executives include four Disclosed Executives and the Group Executive, International (F Faruqui). Rights granted to Disclosed Executives as remuneration in 2017 are included in the table. Rights granted to F Faruqui as remuneration in 2017 include four tranches of deferred share rights and two tranches of performance rights granted on 22 Nov 2016. (6,935 (tranche 1) deferred share rights first exercisable 22 Nov 2017, expiring 29 Nov 2017; 7,387 (tranche 2) deferred share rights first exercisable 22 Nov 2018, expiring 29 Nov 2018; 7,867 (tranche 3) deferred share rights first exercisable 22 Nov 2019, expiring 29 Nov 2019; 8,379 (tranche 4) deferred share rights first exercisable 22 Nov 2020, expiring 29 Nov 2020; 40,202 (tranche 1) and 13,400 (tranche 2) performance rights first exercisable 22 Nov 2019 subject to meeting performance hurdles, expiring 22 Nov 2021). No rights have been granted to the CEO, Disclosed Executives or the five highest paid executives since the end of 2017 up to the Directors' Report sign-off date. 2. The point in time value of shares/share rights and/or performance rights is based on the one day VWAP of the Company’s shares traded on the ASX on the date of vesting, lapsing/forfeiture or exercising/ sale/transfer out of trust, multiplied by the number of shares/share rights and/or performance rights. The exercise price for all share rights/performance rights is $0.00. 3. The number vested and exercisable is the number of shares, options and rights that remain vested at the end of the reporting period. No shares, options and rights were vested and unexercisable. 4. Performance rights granted in prior years (by grant date) that remained unexerciseable at 30 Sep 2017 include: Nov-14 Nov-15 Nov-16 S Elliott 53,945 159,573 150,482 M Carnegie - - 9,745 A George 5,225 5,772 4,738 D Hisco 47,152 53,133 53,597 G Hodges 33,716 37,992 43,489 M Jablko - - 9,745 F Ohlsson 13,798 10,910 31,306 M Whelan 13,486 53,190 55,428 N Williams - - - A Currie 49,604 37,071 11,446 5. Equity disclosed from commencement in Disclosed Executive role. There are no disclosable transactions since commencement. 6. Equity transactions disclosed up to termination date.

NED, CEO and Disclosed Executives equity holdings The table below sets out details of equity held directly, indirectly or beneficially by each NED, the CEO and each Disclosed Executive, including their related parties.

Received during Resulting from Granted during the year on any other Closing Opening balance the year as exercise of changes during balance at Name Type at 1 Oct 2016 remuneration1 options or rights the year2 30 Sep 20173, 4 Current Non-Executive Directors

D Gonski Ordinary shares 31,488 - - - 31,488 I Atlas Ordinary shares 7,360 - - - 7,360 P Dwyer Ordinary shares 15,000 - - - 15,000 J Halton5 Ordinary shares - - - 2,830 2,830 H Lee Directors' Share Plan 2,382 - - 136 2,518 Ordinary shares 8,000 - - - 8,000 G Liebelt Ordinary shares 10,315 - - 10,000 20,315 Capital notes 1 1,500 - - - 1,500 Capital notes 2 2,500 - - - 2,500 J Macfarlane Ordinary shares 12,851 - - 5,000 17,851 Capital notes 2 2,000 - - - 2,000 Capital notes 3 5,000 - - - 5,000 CEO and Current Disclosed Executives

S Elliott Deferred shares 66,482 27,764 - (40,340) 53,906 Ordinary shares 87,993 - - 43,686 131,679 Performance rights 282,483 150,482 - (68,965) 364,000 M Carnegie Deferred shares 144,420 4,728 - (69,063) 80,085 Ordinary shares 14 - - - 14 Performance rights - 9,745 - - 9,745

58 REMUNERATION REPORT

8. OTHER INFORMATION (continued)

NED, CEO and Disclosed Executive equity holdings

Received during Resulting from Granted during the year on any other Closing Opening balance the year as exercise of changes during balance at Name Type at 1 Oct 2016 remuneration1 options or rights the year2 30 Sep 20173, 4 CEO and Current Disclosed Executives

A George5 Deferred shares 29,438 - - 1,188 30,626 Ordinary shares 2,678 - - - 2,678 Capital notes 1 802 - - - 802 Performance rights 15,735 - - - 15,735 D Hisco Deferred shares 7,000 - - (7,000) - Employee Share Offer 74 - - - 74 Ordinary shares 211,178 - 39,479 (55,000) 195,657 Deferred share rights 61,906 30,567 (39,479) - 52,994 Performance rights 148,505 53,597 - (48,220) 153,882 G Hodges Deferred shares 208,692 21,104 - (24,170) 205,626 Capital notes 4 1,350 - - - 1,350 Ordinary shares 70,639 - - - 70,639 Performance rights 106,190 43,489 - (34,482) 115,197 M Jablko Deferred shares 62,176 4,728 - (20,335) 46,569 Performance rights - 9,745 - - 9,745 F Ohlsson Employee Share Offer 74 - - - 74 Deferred share rights 45,718 17,853 - - 63,571 Performance rights 33,818 31,306 - (9,110) 56,014 M Whelan Deferred shares 112,715 26,896 - (87,813) 51,798 Performance rights 80,468 55,428 - (13,792) 122,104 N Williams Deferred shares 50,525 25,420 - (30,772) 45,173 Ordinary shares - - 27,603 (27,603) - Deferred share rights 88,920 31,686 (27,603) - 93,003 Former Non-Executive Director

I Macfarlane6 Ordinary shares 18,183 - - - 18,183 Capital notes 1 1,500 - - - 1,500 Capital notes 4 1,000 - - 500 1,500 Convertible preference shares 1,000 - - - 1,000 (CPS3) Former Disclosed Executive

A Currie6 Deferred shares 50,463 - - (31,418) 19,045 Ordinary shares 1,042 - - - 1,042 Deferred share rights - 20,841 - - 20,841 Performance rights 159,285 36,545 - (97,709) 98,121

1. Details of options/rights granted as remuneration during 2017 are provided in the previous table. 2. Shares resulting from any other changes during the year include the net result of any shares purchased (including under the ANZ Share Purchase Plan), forfeited, sold or acquired under the Dividend Reinvestment Plan. 3. The following shares (included in the holdings above) were held on behalf of the NEDs, CEO and Disclosed Executives (i.e. indirect beneficially held shares) as at 30 September 2017: D Gonski - 31,488, I Atlas - 7,360, P Dwyer - 15,000, J Halton - 0, H Lee - 2,518, G Liebelt - 24,315, J Macfarlane - 24,851, S Elliott - 185,585, M Carnegie - 80,085, A George - 34,106, D Hisco - 106,074, G Hodges - 249,711, M Jablko - 46,569, F Ohlsson - 74, M Whelan - 51,798, N Williams - 45,173, I Macfarlane - 22,183 and A Currie - 19,045. 4. No options/rights were vested and exercisable as at 30 September 2017, except for 24,827 deferred share rights for F Ohlsson. No options/rights were vested and unexerciseable as at 30 September 2017. There was no change in the balance as at the Directors' Report sign-off date, except for 188,638 ordinary shares for D Hisco. 5. Commencing balance is based on holdings as at the date of commencement in a KMP role. 6. Concluding balance is based on holdings as at the date of retirement/termination.

59 ANZ 2017 ANNUAL REPORT

REMUNERATION REPORT (continued)

8. OTHER INFORMATION (continued) 8.2 LOANS When we lend to NEDs, the CEO or Disclosed Executives, we do so: in the ordinary course of business; and on normal commercial terms and conditions that are no more favourable than those given to other employees or customers — this includes the term of the loan, the security required and the interest rate. The table below sets out details of loans outstanding, to NEDs, the CEO and Disclosed Executives including their related parties, if — at any time during the year — the individual’s aggregate loan balance exceeded $100,000. Other than the loans disclosed below, no other loans were made, guaranteed or secured by any entity in the Group to the NEDs, the CEO and Disclosed Executives, including their related parties.

NED, CEO and Disclosed Executives loan transactions

Interest paid Highest Opening Closing and payable in balance in balance at balance at the reporting the reporting 1 Oct 20161 30 Sep 2017 period2 period Name $ $ $ $

Current Non-Executive Directors

J Macfarlane 8,851,891 9,413,444 370,147 14,743,617 CEO and Current Disclosed Executives

S Elliott 2,598,510 3,095,492 84,517 3,098,510 A George 2,600,000 1,988,132 54,499 2,600,000 D Hisco 2,114,163 78,704 36,664 2,114,163 G Hodges 3,231,536 3,258,912 125,332 4,272,560 F Ohlsson 3,000,000 2,945,973 92,089 3,000,000 M Whelan 1,718,615 1,729,311 73,614 1,769,220 N Williams 39,192 45,337 122 545,337 Former Disclosed Executive

A Currie3 3,668,573 1,395,178 103,319 3,888,424 Total 27,822,480 23,950,483 940,303 36,031,831

1. For KMP who commenced during the 2017 financial year, opening balances are as at date of commencement. 2. Actual interest paid after taking into consideration offset accounts. The loan balance is shown gross, however the interest paid takes into account the impact of offset amounts. 3. Concluding balance is based on balance as at the date of termination.

8.3 OTHER TRANSACTIONS All other transactions involving the NEDs, the CEO and Disclosed Executives and their related parties are conducted on normal commercial terms and conditions that are no more favourable than those given to other employees or customers. Any that are on foot, are trivial or domestic in nature.

60 REMUNERATION REPORT

ANZ Centre foyer

61 ANZ 2017 ANNUAL REPORT

DIRECTORS' REPORT

The Directors’ Report for the financial year ended 30 September 2017 has Environmental Regulation been prepared in accordance with the requirements of the Corporations ANZ recognises the expectations of its stakeholders – customers, Act 2001. The information below forms part of this Directors’ Report: shareholders, staff and the community – to operate in a way that •• Principal activities on page 11 mitigates its environmental impact. •• Operating and financial review on pages 14 to 23 In Australia, ANZ meets the requirements of the National Greenhouse •• Dividends on page 17 and Energy Reporting Act 2007 (Cth), which imposes reporting obligations •• Information on the Directors, Company Secretaries and Directors’ where energy production, usage or greenhouse gas emissions trigger meetings on pages 24 to 32 specified thresholds. •• Remuneration report on pages 36 to 61 ANZ holds a licence under the Water Act 1989 (Vic), allowing it to extract water from the Yarra River for thermal regulation of its Melbourne head Significant changes in state of affairs office building. The licence specifies daily and annual limits for the There have been no significant changes in the Group’s state of affairs. extraction of water from the Yarra River with which ANZ fully complies. The extraction of river water reduces reliance on the high quality potable Events since the end of the financial year water supply and is one of several environmental initiatives that ANZ has On 17 October 2017, the Group announced it had agreed to sell OnePath introduced at its Melbourne head office building. pensions and investments (OnePath P&I) and aligned dealer groups (ADG) business to IOOF Holdings Limited (IOOF) for $975 million. Completion The Group does not believe that its operations are subject to any particular is expected in March 2019 half subject to certain conditions including and significant environmental regulation under a law of the Commonwealth regulatory approvals and the completion of the extraction of the OnePath of Australia or of an Australian State or Territory. It may become subject to P&I business from OnePath Life Insurance. An expected accounting loss on environmental regulation as a result of its lending activities in the ordinary sale of ~$120 million is anticipated as a result of the sale, however the final course of business and has developed policies to identify and manage such gain/loss on sale will be determined at completion and will be impacted environmental matters. by transaction and separation costs, final determination of goodwill to be Having made due enquiry, and to the best of ANZ’s knowledge, no entity of disposed, other balances and final taxation impacts. the Group has incurred any material environmental liability during the year. On 18 October 2017, the Group announced it had entered into an Further details of ANZ’s environmental performance, including progress agreement with its joint venture partner Metropolitan Bank & Trust against its targets and details of its emissions profile, are available on Company (Metrobank) regarding the sale of its 40% stake in the Philippines anz.com>About us>Corporate Sustainability. based Metrobank Card Corporation (MCC). The Group has agreed to sell one half of its 40% stake in MCC to Metrobank, for US$144 million Corporate Governance Statement (A$184 million) expected to settle in late 2017. The Group also entered into ANZ is committed to maintaining a high standard in its governance a put option to sell its remaining 20% stake to Metrobank, exercisable in the framework. ANZ confirms it has followed the ASX Corporate Governance September 2018 half on the same terms and for the same consideration. Council’s Corporate Governance Principles and Recommendations (3rd If exercised, this would deliver a total sale price of US$288 million (A$368 edition) (ASX Governance Principles) during the 2017 financial year. ANZ’s million). The sale is subject to customary regulatory approvals. Corporate Governance Statement, together with the ASX Appendix 4G which relates to the Corporate Governance Statement, can be viewed at On 23 October 2017, the Group announced it had reached a confidential anz.com/CorporateGovernance and has been lodged with the ASX. in-principle agreement with the Australian Securities and Investments Commission (ASIC) to settle court action in respect of interbank trading As an overseas listed issuer on the NZX, ANZ is deemed to comply with the and the bank bill swap rate (BBSW). On 30 October 2017, ANZ informed NZX Listing Rules provided that it remains listed on the ASX, complies with the Court that agreement with ASIC had been concluded. By consent the ASX Listing Rules and provides the NZX with all the information and of ASIC and ANZ, the Court referred it for a hearing on penalty approval notices that it provides to the ASX. ANZ met those requirements during on 10 November 2017. The financial impact to ANZ has been reflected the year. in the financial statements. The ASX Governance Principles may materially differ from the NZX’s corporate Other than the matters above, there have been no significant events governance rules and the principles of the NZX’s Corporate Governance Code. from 30 September 2017 to the date of signing this report. More information about the corporate governance rules and principles of the ASX can be found at asx.com and, in respect of the NZX, at nzx.com. Political donations The Board has agreed that ANZ will donate $150,000 to each of the Liberal Pillar 3 information Party of Australia and the Australian Labor Party during the 2017 calendar ANZ provides information required by APS 330: Public Disclosure year. All political donations are reviewed and approved by the Board, and in the Regulatory Disclosures section at shareholder.anz.com/pages/ the matter is annually reviewed. regulatory-disclosure.

62 DIRECTORS’ REPORT

Non-audit services Further details on the compensation paid to KPMG is provided in The Group’s Stakeholder Engagement Model for Relationship with the Note 34 Compensation of Auditors to the financial statements including External Auditor (the Policy), which incorporates requirements of the details of audit-related services provided during the year of $6.17 million Corporations Act 2001 and industry best practice, prevents the external (2016: $5.68 million). auditor from providing services that are perceived to be in conflict with For the reasons set out above, the Directors are satisfied that the provision the role of the external auditor or breach independence requirements. of non-audit services by the external auditor during the year ended This includes consulting advice and sub-contracting of operational 30 September 2017 is compatible with the general standard of activities normally undertaken by management, and engagements independence for external auditors imposed by the Corporations where the external auditor may ultimately be required to express an Act 2001 and did not compromise the auditor independence opinion on its own work. requirements of the Corporations Act 2001. Specifically the Policy: Directors’ and Officers’ indemnity •• limits the scope of non-audit services that may be provided; The Company’s Constitution (Rule 11.1) permits the Company to: •• requires that audit, audit-related and permitted non-audit services •• indemnify any officer or employee of the Company, against be considered in light of independence requirements and for any liabilities (so far as may be permitted under applicable law) incurred potential conflicts of interest before they are approved by the as such by an officer or employee, including liabilities incurred as a Audit Committee, or approved by the Chair of the Audit result of appointment or nomination by the Company as a trustee Committee (or delegate) and notified to the Audit Committee; and or as an officer or employee of another corporation; and •• requires pre-approval before the external auditor can commence •• make payments in respect of legal costs incurred by an officer or any engagement for the Group. employee in defending an action for a liability incurred as such by Further details about the Policy can be found in the Corporate an officer, employee or in resisting or responding to actions taken Governance Statement. by a government agency, a duly constituted Royal Commission or other official inquiry, a liquidator, administrator, trustee in The external auditor has confirmed to the Audit Committee that it has: bankruptcy or other authorised official. •• implemented procedures to ensure it complies with independence rules in applicable jurisdictions, including Australia and the It is the Company’s policy that its employees should be protected from any United States; and liability they incur as a result of acting in the course of their employment, subject to appropriate conditions. •• complied with applicable policies and regulations regarding the provision of non-audit services including those applicable Under the policy, the Company will indemnify employees and former in Australia, those prescribed by the US Securities and Exchange employees against any liability they incur to any third party as a result of Commission, and the Policy. acting in the course of their employment with the Company or a subsidiary of the Company and this extends to liability incurred as a result of their The Audit Committee has reviewed the non-audit services provided by appointment/nomination by or at the request of the Group as an officer the external auditor during financial year 2017, and has confirmed that or employee of another corporation or body or as trustee. the provision of these services is consistent with the Policy, compatible with the general standard of independence for auditors imposed by the The indemnity is subject to applicable law and in addition will Corporations Act 2001 and did not compromise the auditor independence not apply to liability arising from: requirements of the Corporations Act 2001. This has been formally advised •• serious misconduct, gross negligence or lack of good faith; by the Audit Committee to the Board of Directors. •• illegal, dishonest or fraudulent conduct; or The categories of non-audit services supplied to the Group during the •• material non-compliance with the Company’s policies, processes year ended 30 September 2017 by the external auditor, KPMG, or by or discretions. another person or firm on KPMG’s behalf, and the amounts paid or payable (including GST) by the Group are as follows: The Company has entered into Indemnity Deeds with each of its Directors, with certain secretaries and former Directors of the Company, and with Amount paid/payable certain employees and other individuals who act as directors or officers $’000 of related bodies corporate or of another company, to indemnify them Non-audit services 2017 2016 against liabilities and legal costs of the kind mentioned in the Company’s constitution. In accordance with Mr Elliott’s Deed, the Company has paid General market or regulatory insights 91 - legal expenses incurred by the Company, Mr Elliott and another executive Training related services 8 368 in defending defamation proceedings brought against them by a third Controls related assessments 165 137 party. The proceedings have been resolved with no payment by the Company on behalf of Mr Elliott or the other executive. Methodology and procedural reviews 478 52 Total 742 557

63 ANZ 2017 ANNUAL REPORT

DIRECTORS’ REPORT (continued)

During the financial year, the Company has paid premiums for insurance for the benefit of the directors and employees of the Company and related bodies corporate of the Company. In accordance with common commercial practice, the insurance prohibits disclosure of the nature of the liability insured against and the amount of the premium.

Key management personnel and employee share and option plans The Remuneration Report contains details of Non-executive Directors, Chief Executive Officer and Disclosed Executives equity holdings and options/rights issued during the 2017 financial year and as at the date of this report. Note 31 Employee Share and Option Plans to the 2017 Financial Report contains details of the 2017 financial year and as at the date of this report: •• Options/rights issued over shares granted to employees; •• Shares issued as a result of the exercise of options/rights granted to employees; and •• Other details about share options/rights issued, including any rights to participate in any share issues of the Company. The names of all persons who currently hold options/rights are entered in the register kept by the Company pursuant to section 170 of the Corporations Act 2001. This register may be inspected free of charge.

Rounding of amounts The Company is a company of the kind referred to in Australian Securities and Investments Commission Corporations (Rounding in Financial/ Directors’ Reports) Instrument 2016/191 dated 24 March 2016 and, in accordance with that Instrument, amounts in the consolidated financial statements and this Directors’ Report have been rounded to the nearest million dollars unless specifically stated otherwise. This report is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors.

David M Gonski, AC Shayne Elliott Chairman Director 2 November 2017

Lead Auditor’s Independence Declaration The Lead Auditors Independence Declaration given under Section 307C of the Corporations Act 2001 is set out below and forms part of the Directors Report for the year ended 30 September 2017. To: the Directors of Australia and New Zealand Banking Group Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 September 2017, there have been: •• no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and •• no contraventions of any applicable code of professional conduct in relation to the audit.

KPMG Alison Kitchen Partner 2 November 2017

64

FINANCIAL REPORT

In 2017, we have re-designed our Financial Report to better communicate our performance to stakeholders by reducing complexity and simplifying our financial note disclosures.

Consolidated Financial Statements Income Statement 66 Statement of Comprehensive Income 67 Balance Sheet 68 Cash Flow Statement 69 Statement of Changes in Equity 70

Notes to The Consolidated Financial Statements Basis of Preparation Non-Financial Assets 1. About our Financial Statements 71 20. Goodwill and Other Intangible Assets 123 Financial Performance Equity 2. Operating Income 75 21. Shareholders’ Equity 125 3. Operating Expenses 78 22. Capital Management 127 4. Income Tax 79 Consolidation and Presentation 5. Dividends 81 23. Parent Entity Financial Information 129 6. Earnings per Ordinary Share 82 24. Controlled Entities 130 7. Segment Reporting 83 25. Investments in Associates 131 Financial Assets 26. Structured Entities 134 8. Cash and Cash Equivalents 85 27. Transfers of Financial Assets 137 9. Trading Securities 86 28. Assets and Liabilities Held For Sale 138 10. Derivative Financial Instruments 87 Life Insurance and Funds Management Business 11. Available-for-sale Assets 91 29. Life Insurance Business 140 12. Net Loans and Advances 93 13. Provision for Credit Impairment 94 Employee and Related Party Transactions 30. Superannuation and Post Employment Benefit Obligations 143 Financial Liabilities 31. Employee Share and Option Plans 144 14. Deposits and Other Borrowings 96 32. Related Party Disclosures 148 15. Debt Issuances 97 Other Disclosures Financial Instrument Disclosures 33. Commitments, Contingent Liabilities and Contingent Assets 150 16. Financial Risk Management 102 34. Compensation of Auditors 153 17. Fair Value of Financial Assets and Financial Liabilities 116 35. Events Since the End of the Financial Year 154 18. Assets Charged as Security for Liabilities and Collateral 121 Accepted as Security for Assets Directors’ Declaration 155 19. Offsetting 122 Independent Auditor’s Report 156

65 ANZ 2017 ANNUAL REPORT

FINANCIAL REPORT

INCOME STATEMENT

2017 2016 For the year ended 30 September Note $m $m Interest income 29,120 29,951 Interest expense (14,248) (14,856) Net interest income 2 14,872 15,095 Other operating income1 2 3,601 3,146 Net funds management and insurance income 2 1,500 1,764 Share of associates’ profit 2 300 541 Operating income 20,273 20,546 Operating expenses1 3 (9,448) (10,439) Profit before credit impairment and income tax 10,825 10,107 Credit impairment charge 13 (1,198) (1,929) Profit before income tax 9,627 8,178 Income tax expense 4 (3,206) (2,458) Profit for the year 6,421 5,720 Comprising: Profit attributable to shareholders of the Company 6,406 5,709 Profit attributable to non-controlling interests 15 11

Earnings per ordinary share (cents) Basic 6 220.1 197.4 Diluted 6 210.8 189.3 Dividend per ordinary share (cents) 5 160.0 160.0

1. In 2017, a change was made to the classification of certain fees payable. These items have been reclassified from other operating income to operating expenses to more accurately reflect the nature of these items. Comparatives have been restated accordingly (2016: $17 million). The notes appearing on pages 71 to 154 form an integral part of these financial statements.

66 FINANCIAL REPORT

STATEMENT OF COMPREHENSIVE INCOME

2017 2016 For the year ended 30 September $m $m Profit for the year 6,421 5,720

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss 26 (82)

Items that may be reclassified subsequently to profit or loss Foreign currency translation reserve: Exchange differences taken to equity1 (748) (456) Exchange differences transferred to Income Statement - (126) Other reserve movements (339) 75

Income tax attributable to the above items 20 - Share of associates’ other comprehensive income2 1 4 Other comprehensive income net of tax (1,040) (585) Total comprehensive income for the year 5,381 5,135 Comprising total comprehensive income attributable to: Shareholders of the Company 5,372 5,131 Non-controlling interests 9 4

1. Includes foreign currency translation differences attributable to non-controlling interests of $6 million loss (2016: $7 million loss). 2. Share of associates’ other comprehensive income includes an available-for-sale revaluation reserve loss of $1 million (2016: $10 million gain) and a foreign currency translation reserve gain of $2 million (2016: $nil) that may be reclassified subsequently to profit or loss, and the remeasurement of defined benefit plans of $nil (2016: $6 million loss) that will not be reclassified subsequently to profit or loss. The notes appearing on pages 71 to 154 form an integral part of these financial statements.

67 ANZ 2017 ANNUAL REPORT

FINANCIAL REPORT (continued)

BALANCE SHEET

2017 2016 As at 30 September Note $m $m Assets Cash and cash equivalents 8 68,048 66,220 Settlement balances owed to ANZ 5,504 4,406 Collateral paid 8,987 12,723 Trading securities 9 43,605 47,188 Derivative financial instruments 10 62,518 87,496 Available-for-sale assets 11 69,384 63,113 Net loans and advances 12 574,331 575,852 Regulatory deposits 2,015 2,296 Assets held for sale 28 7,970 - Investments in associates 25 2,248 4,272 Current tax assets 30 126 Deferred tax assets 675 623 Goodwill and other intangible assets 20 6,970 7,672 Investments backing policy liabilities 29 37,964 35,656 Premises and equipment 1,965 2,205 Other assets 5,112 5,021 Total assets 897,326 914,869

Liabilities Settlement balances owed by ANZ 9,914 10,625 Collateral received 5,919 6,386 Deposits and other borrowings 14 595,611 588,195 Derivative financial instruments 10 62,252 88,725 Current tax liabilities 241 188 Deferred tax liabilities 257 227 Liabilities held for sale 28 4,693 - Policy liabilities 29 37,448 36,145 External unit holder liabilities (life insurance funds) 4,435 3,333 Payables and other liabilities 8,350 8,865 Employee entitlements 530 543 Other provisions 628 666 Debt issuances 15 107,973 113,044 Total liabilities 838,251 856,942 Net assets 59,075 57,927

Shareholders' equity Ordinary share capital 21 29,088 28,765 Reserves 21 37 1,078 Retained earnings 21 29,834 27,975 Share capital and reserves attributable to shareholders of the Company 58,959 57,818 Non-controlling interests 21 116 109 Total shareholders' equity 59,075 57,927

The notes appearing on pages 71 to 154 form an integral part of these financial statements.

68 FINANCIAL REPORT

CASH FLOW STATEMENT

2017 2016 For the year ended 30 September $m $m Profit after income tax 6,421 5,720

Adjustments to reconcile to net cash provided by/(used in) operating activities:

Provision for credit impairment 1,198 1,929 Depreciation and amortisation 972 1,475 Profit on sale of premises and equipment (114) (4) Net derivatives/foreign exchange adjustment (3,409) (1,434) Profit on Esanda Dealer Finance divestment - (66) Impairment of investment in AmBank - 260 Reclassification of SRCB to held for sale 231 - Sale of Asia Retail and Wealth businesses 338 - Other non-cash movements (242) (338)

Net(increase)/decrease in operating assets: Collateral paid 3,533 (3,183) Trading securities 2,081 332 Net loans and advances (17,838) (14,797) Investments backing policy liabilities (2,122) (2,062) Other assets 509 (441)

Net increase/(decrease) in operating liabilities: Deposits and other borrowings 30,904 23,128 Settlement balances owed by ANZ (627) (589) Collateral received (310) (1,027) Life insurance contract policy liabilities 2,260 1,921 Other liabilities 187 17 Total adjustments 17,551 5,121 Net cash provided by operating activities1 23,972 10,841 Cash flows from investing activities Available-for-sale assets: Purchases (27,220) (44,182) Proceeds from sale or maturity 19,751 23,745 Esanda Dealer Finance divestment - 6,682 Sale of Asia Retail and Wealth businesses (5,213) - Other assets (148) (655) Net cash (used in) investing activities (12,830) (14,410) Cash flows from financing activities Debt issuances: Issue proceeds 25,128 35,381 Redemptions (27,409) (28,859) Dividends paid (4,210) (4,564) Share buy-back (176) - Net cash (used in)/provided by financing activities (6,667) 1,958 Net increase/(decrease) in cash and cash equivalents 4,475 (1,611) Cash and cash equivalents at beginning of year 66,220 69,278 Effects of exchange rate changes on cash and cash equivalents (2,647) (1,447) Cash and cash equivalents at end of year 68,048 66,220

1. Net cash provided by/(used in) operating activities includes income taxes paid of $2,864 million (2016: $2,840 million).

The notes appearing on pages 71 to 154 form an integral part of these financial statements.

69 ANZ 2017 ANNUAL REPORT

FINANCIAL REPORT (continued)

STATEMENT OF CHANGES IN EQUITY

Shareholders’ equity attributable to equity Non- Total Ordinary Retained holders of controlling shareholders’ share capital Reserves1 earnings the Group interests equity $m $m $m $m $m $m As at 1 October 2015 28,367 1,571 27,309 57,247 106 57,353 Profit or loss - - 5,709 5,709 11 5,720 Other comprehensive income for the year - (504) (74) (578) (7) (585) Total comprehensive income for the year - (504) 5,635 5,131 4 5,135 Transactions with equity holders in their capacity as equity holders: Dividends paid - - (5,001) (5,001) (1) (5,002) Dividend income on treasury shares held within - - 24 24 - 24 the Group’s life insurance statutory funds Dividend reinvestment plan 413 - - 413 - 413 Other equity movements: Treasury shares Wealth Australia adjustment (153) - - (153) - (153) Group employee share acquisition scheme 138 - - 138 - 138 Other items - 11 8 19 - 19 As at 30 September 2016 28,765 1,078 27,975 57,818 109 57,927 Profit or loss - - 6,406 6,406 15 6,421 Other comprehensive income for the year - (1,049) 15 (1,034) (6) (1,040) Total comprehensive income for the year - (1,049) 6,421 5,372 9 5,381 Transactions with equity holders in their capacity as equity holders: Dividends paid - - (4,609) (4,609) (1) (4,610) Dividend income on treasury shares held within - - 26 26 - 26 the Group’s life insurance statutory funds Dividend reinvestment plan 374 - - 374 - 374 Group share buy-back2 (176) - - (176) - (176) Other equity movements: Treasury shares Wealth Australia adjustment 69 - - 69 - 69 Group employee share acquisition scheme 56 - - 56 - 56 Other items - 8 21 29 (1) 28 As at 30 September 2017 29,088 37 29,834 58,959 116 59,075

1. Further information on individual reserves is disclosed in Note 21 Shareholders' Equity to the financial statements. 2. Following the issue of $176 million shares under the Dividend Reinvestment Plan for the 2017 interim dividend, the Company repurchased $176 million of shares via an on-market share buy-back.

The notes appearing on pages 71 to 154 form an integral part of these financial statements.

70 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. ABOUT OUR FINANCIAL STATEMENTS These are the financial statements for Australia and New Zealand Banking Group Limited (the Company) and its controlled entities (together, ‘the Group’ or ‘ANZ’) for the year ended 30 September 2017. The Company is incorporated and domiciled in Australia. The address of the Company’s registered office and its principal place of business is ANZ Centre, 833 Collins Street, Docklands, Victoria, Australia 3008. On 2 November 2017, the Directors resolved to authorise the issue of these financial statements. In 2017, we reviewed the content and structure of the financial statements with the aim of increasing their relevance to shareholders. This review has resulted in a number of changes to the financial statements from previous years, including: •• preparation of separate financial statements for the Company and removing these from the Group’s Annual Report - they are available at anz.com; •• re-organising disclosures into sections with common themes that are aligned with how we manage our business; •• information about the Group’s recognition and measurement policies and key judgements and estimates has been relocated and is now disclosed within the relevant notes to the financial statements; •• removing immaterial disclosures; and •• aggregating prior year numbers in certain disclosures. Information in the financial statements is included only to the extent we consider it material and relevant to the understanding of the financial statements. A disclosure is considered material and relevant if, for example: •• the dollar amount is significant in size (quantitative factor); •• the dollar amount is significant by nature (qualitative factor); •• the user cannot understand the Group’s results without the specific disclosure (qualitative factor); •• the information is critical to a user’s understanding of the impact of significant changes in the Group’s business during the year – for example: business acquisitions or disposals (qualitative factor); •• the information relates to an aspect of the Group’s operations that is important to its future performance (qualitative factor); and •• the information is required under legislative requirements of the Corporations Act 2001, the Banking Act 1959 (Cth) or by the Group’s principal regulators, including the Australian Securities and Investments Commission (ASIC) and the Australian Prudential Regulation Authority (APRA). This section of the financial statements: •• outlines the basis upon which the Group’s financial statements have been prepared; and •• discusses any new accounting standards or regulations that directly impact financial statement disclosure requirements.

BASIS OF PREPARATION This financial report is a general purpose (Tier 1) financial report prepared by a ‘for profit’ entity, in accordance with Australian Accounting Standards (AASs) and other authoritative pronouncements of the Australian Accounting Standards Board (AASB), the Corporations Act 2001, and International Financial Reporting Standards (IFRS) and interpretations published by the International Accounting Standards Board (IASB). We present the financial statements of the Group in Australian dollars, which is the Company’s functional and presentation currency. We have rounded values to the nearest million dollars ($m), unless otherwise stated, as allowed under the ASIC Corporations (Rounding in Financial/Directors Report) Instrument 2016/191. We measure items included in the financial statements of each entity in the Group using the currency of the primary economic environment in which each entity operates (the functional currency).

BASIS OF MEASUREMENT We have prepared the financial information in accordance with the historical cost basis - except the following assets and liabilities which we have stated at their fair value: •• derivative financial instruments and in the case of fair value hedging, a fair value adjustment is made on the underlying hedged exposure; •• available-for-sale financial assets; •• financial instruments held for trading; •• other financial assets and liabilities designated at fair value through profit or loss; and •• certain other assets and liabilities held for sale where the fair value less cost of disposal is less than their carrying value (except for certain assets and liabilities held for sale which are exempt from this requirement). In accordance with AASB 1038 Life Insurance Contracts (AASB 1038) we have measured life insurance liabilities using the Margin on Services (MoS) model. In accordance with AASB 119 Employee Benefits(AASB 119) we have measured defined benefit obligations using the Projected Unit Credit Method.

71 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. ABOUT OUR FINANCIAL STATEMENTS (continued)

BASIS OF CONSOLIDATION The consolidated financial statements of the Group comprise the financial statements of the Company and all its subsidiaries. An entity, including a structured entity, is considered a subsidiary of the Group when we determine that the Company has control over the entity. Control exists when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. We assess power by examining existing rights that give the Group the current ability to direct the relevant activities of the entity. We have eliminated, on consolidation, the effect of all transactions between entities in the Group.

FOREIGN CURRENCY TRANSLATION TRANSACTIONS AND BALANCES Foreign currency transactions are translated into the relevant functional currency at the exchange rate prevailing at the date of the transaction. At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the relevant spot rate. Any foreign currency translation gains or losses are included in profit or loss in the period they arise. We measure translation differences on non-monetary items at fair value through profit or loss and report them as part of the fair value gain or loss on these items. We include any translation differences on non-monetary items classified as available-for-sale financial assets in the available-for-sale revaluation reserve in equity.

FINANCIAL STATEMENTS OF FOREIGN OPERATIONS THAT HAVE A FUNCTIONAL CURRENCY THAT IS NOT AUSTRALIAN DOLLARS The financial statements of our foreign operations are translated into Australian dollars for consolidation into the Group Financial Statements using the following method:

Foreign currency item Exchange rate used Assets and liabilities The reporting date rate Equity The initial investment date rate The average rate for the period – but if for a significant transaction we believe Income and expenses the average rate is not reasonable, then we use the transaction date rate

Exchange differences arising from the translation of financial statements of foreign operations are recognised in the foreign currency translation reserve in equity. When we dispose of a foreign operation, the cumulative exchange differences are transferred to profit or loss as part of the gain or loss on sale.

FIDUCIARY ACTIVITIES The Group provides fiduciary services to third parties including custody, nominee, trustee, administration and investment management services predominantly through the wealth businesses. This involves the Group holding assets on behalf of third parties and making decisions regarding the purchase and sale of financial instruments. If ANZ is not the beneficial owner or does not control the assets, then we do not recognise these transactions in these financial statements, except when required by accounting standards or another legislative requirement.

KEY JUDGEMENTS AND ESTIMATES

In the process of applying the Group’s accounting policies, management has made a number of judgements and applied estimates and assumptions about future events. Further information on the key judgements and estimates that we consider material to the financial statements are contained within the notes to the financial statements.

72 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. ABOUT OUR FINANCIAL STATEMENTS (continued)

ACCOUNTING STANDARDS NOT EARLY ADOPTED A number of new standards, amendments to standards and interpretations have been published but are not mandatory for the financial statements for the year ended 30 September 2017, and have not been applied by the Group in preparing these financial statements. We have identified four standards where this applies to the Group and further details are set out below.

AASB 9 Financial Instruments (AASB 9) AASB 9 was issued in December 2014. When operative, this standard will replace AASB 139 Financial Instruments: Recognition and Measurement (AASB 139) and includes requirements for impairment, classification and measurement and general hedge accounting. Impairment AASB 9 replaces the incurred loss model under AASB 139 with a forward-looking expected loss model. This model will be applied to financial assets measured at amortised cost, debt instruments measured at fair value through other comprehensive income, lease receivables, and certain loan commitments and financial guarantees. Under AASB 9, a three-stage approach is applied to measuring expected credit losses (ECL) based on credit migration between the stages as follows: •• Stage 1: At initial recognition, a provision equivalent to 12 months ECL is recognised. •• Stage 2: Where there has been a significant increase in credit risk since initial recognition, a provision equivalent to full lifetime ECL is required. •• Stage 3: Similar to the current AASB 139 requirements for individual impairment provisions, lifetime ECL is recognised for loans where there is objective evidence of impairment. ECL are probability weighted and determined by evaluating a range of possible outcomes, taking into account the time value of money, past events, current conditions and forecasts of future economic conditions. Classification and measurement There are three measurement classifications under AASB 9: amortised cost, fair value through profit or loss (FVTPL) and, for financial assets, fair value through other comprehensive income (FVOCI). Financial assets are classified into these measurement classifications taking into account the business model within which they are managed, and their contractual cash flow characteristics. The classification and measurement requirements for financial liabilities under AASB 9 are largely consistent with AASB 139 with the exception that for financial liabilities designated as measured at fair value, gains or losses relating to changes in the entity’s own credit risk are included in other comprehensive income. This part of the standard was early adopted by the Group from 1 October 2013. General hedge accounting AASB 9 introduces general hedge accounting requirements which more closely align with risk management activities undertaken when hedging financial and non-financial risks. Transition and impact Other than noted above under classification and measurement, AASB 9 has a date of initial application for the Group of 1 October 2018. The classification and measurement, and impairment requirements will be applied retrospectively by adjusting the opening balance sheet at the date of initial application, with no requirements to restate comparative periods. ANZ does not intend to restate comparatives. AASB 9 provides an accounting policy choice to continue with AASB 139 hedge accounting given the International Accounting Standards Board’s ongoing project on macro hedge accounting. The Group’s current expectation is that it will continue to apply the hedge accounting requirements of AASB 139. The Group is in the process of assessing the impact of the application of AASB 9 and is not yet able to reasonably estimate the impact on its financial statements.

AASB 15 Revenue from Contracts with Customers (AASB 15) AASB 15 was issued in December 2014 and is not effective for the Group until 1 October 2018. AASB 15 contains new requirements for the recognition of revenue. The standard requires identification of distinct performance obligations within a contract and allocation of the transaction price of the contract to those performance obligations. Revenue is recognised as each performance obligation is satisfied. Variable amounts of revenue can only be recognised if it is highly probable that a significant reversal of the variable amount will not be required in future periods. Although a significant proportion of the Group’s revenue is outside the scope of AASB 15, certain revenue streams are in the scope of the standard. The Group is in the process of assessing the impact of the application of AASB 15 and is not yet able to reasonably estimate the impact on its financial statements. AASB 15 may be applied under different transition approaches which could impact (a) revenue recognised in future periods and (b) the opening adjustment to retained earnings at the relevant date of initial application. The Group has not determined which transition approach it will adopt.

73 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. ABOUT OUR FINANCIAL STATEMENTS (continued)

AASB 16 Leases (AASB 16) The final version of AASB 16 was issued in February 2016 and is not effective for the Group until 1 October 2019. AASB 16 requires a lessee to recognise its: •• right to use the underlying leased asset, as a right-of-use asset; and •• obligation to make lease payments as a lease liability. AASB 16 substantially carries forward the lessor accounting requirements in AASB 117 Leases (AASB 117). The Group is in the process of assessing the impact of the application of AASB 16 and is not yet able to reasonably estimate the impact on its financial statements. AASB 17 Insurance Contracts (AASB 17) The final version of AASB 17 was issued in July 2017 and is not effective for the Group until 1 October 2021. It will replace AASB Insurance4 Contracts, AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts. AASB 17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts. The measurement, presentation and disclosure requirements under AASB 17 are significantly different from current accounting standards. Although the overall profit recognised in respect of insurance contracts will not change, it is expected that the timing of profit recognition will change. The Group is not yet able to reasonably estimate the impact of AASB 17 on its financial statements.

Mandatory Application of New Accounting Standards to the Group

1 October 2017 1 October 2018 1 October 2019 1 October 2020 1 October 2021 Beyond

AASB 9 & AASB 15

AASB 16

AASB 17

Financial Year 2018 Financial Year 2019 Financial Year 2020 Financial Year 2021 Financial Year 2022

74 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. OPERATING INCOME

2017 2016 $m $m Net interest income Interest income by type of financial asset Financial assets not at fair value through profit or loss 26,790 27,621 Trading securites 1,099 1,288 Available-for-sale assets 1,223 1,028 Financial assets designated at fair value through profit or loss 8 14 Interest income 29,120 29,951 Interest expense by type of financial liability Financial liabilities not at fair value through profit or loss (13,839) (14,379) Securities sold short (131) (166) Financial liabilities designated at fair value through profit or loss (192) (311) Interest expense (14,162) (14,856) Major bank levy (86) - Net interest income 14,872 15,095 Other operating income i) Fee and commission income Lending fees1 732 779 Non-lending fees and commissions2 2,993 2,928 Fee and commission income 3,725 3,707 Fee and commission expense (1,272) (1,162) Net fee and commission income 2,453 2,545 ii) Other income Net foreign exchange earnings and other financial instruments income 1,216 969 Impairment of AmBank - (260) Gain on cessation of equity accounting of investment in Bank of Tianjin (BoT) - 29 Gain on the Esanda Dealer Finance divestment - 66 Derivative CVA methodology change - (237) Derivative valuation adjustments 229 (102) Gain on sale of 100 Queen Street, Melbourne 114 - Loss on sale of Asia Retail and Wealth businesses (310) - Reclassification of SRCB to held for sale (231) - Other 130 136 Other income 1,148 601 Other operating income3 3,601 3,146 Net funds management and insurance income Funds management income 964 932 Investment income 2,471 2,350 Insurance premium income 1,703 1,562 Commission expense (554) (457) Claims (763) (734) Changes in policy liabilities4 (2,260) (1,843) Elimination of treasury share gain (61) (46) Net funds management and insurance income 1,500 1,764 Share of associates' profit 300 541 Operating income 20,273 20,546

1. Lending fees exclude fees treated as part of the effective yield calculation of interest income. 2. In 2017, a change was made to the classification of certain fees payable. These items have been reclassified from other operating income to operating expenses to more accurately reflect the nature of these items. Comparatives have been restated accordingly (2016: $17 million). 3. Other operating income includes external dividend income of $27.3 million (2016: $27.3 million). 4. Includes policyholder tax gross up, which represents contribution tax (recovered at 15% on the superannuation contributions made by members) debited to the policyholder account once a year in July when the policyholder annual statement is issued to members at the end of the 30 June financial year.

75 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. OPERATING INCOME (continued)

RECOGNITION AND MEASUREMENT

NET INTEREST INCOME Interest Income and Expense We recognise interest income and expense for all financial instruments, including those classified as held for trading, available-for-sale-assets or designated at fair value, in profit or loss using the effective interest rate method. This method uses the effective interest rate of a financial asset or financial liability to calculate its amortised cost. The effective interest rate is the rate that discounts the stream of estimated future cash receipts or payments over the expected life of the financial instrument or, when appropriate, a shorter period, to the net carrying amount of the financial asset or liability. For assets subject to prepayment, we determine their expected life on the basis of historical behaviour of the particular asset portfolio - taking into account contractual obligations and prepayment experience. We recognise fees and costs, which form an integral part of the financial instrument (for example loan origination fees and costs), using the effective interest method. This is presented as part of interest income or expense depending on whether the underlying financial instrument is a financial asset or financial liability. Major Bank Levy The Major Bank Levy Act 2017 (‘Levy’ or ‘Major Bank Levy’) was introduced in 2017 and is effective from 1 July 2017. The Levy applies a rate of 0.06% to certain liabilities of the Company. The Group has determined that the levy represents a finance cost for the Group and is included as a component of net interest income. This is presented within interest expense in the Income Statement. OTHER OPERATING INCOME Fee and Commission Income We recognise fees or commissions: •• that relate to the execution of a significant act (for example, advisory or arrangement services, placement fees and underwriting fees) when the significant act has been completed; and •• charged for providing ongoing services (for example, maintaining and administering existing facilities) as income over the period the service is provided. Net Foreign Exchange Earnings and Other Financial Instruments Income We recognise the following as net foreign exchange earnings and other financial instruments income: •• exchange rate differences arising on the settlement of monetary items and translation differences on monetary items translated at rates different to those at which they were initially recognised or included in a previous financial report; •• fair value movements (excluding realised and accrued interest) on derivatives not designated as accounting hedges that we use to manage interest rate and foreign exchange risk on funding instruments; •• the ineffective portions of fair value hedges, cash flow hedges and net investment hedges; •• fair value movements on financial assets and financial liabilities designated at fair value through profit or loss or held for trading; and •• immediately upon sale or repayment of a hedged item, the unamortised fair value adjustments in items designated as fair value hedges and amounts accumulated in equity related to designated cash flow hedges. Gain or Loss on Disposal of Non-Financial Assets The gain or loss on the disposal of assets is the difference between the carrying value of the asset and the proceeds of disposal net of disposal costs. This is recognised in other income in the year in which the significant risks and rewards transfer to the buyer.

76 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. OPERATING INCOME (continued)

RECOGNITION AND MEASUREMENT

NET FUNDS MANAGEMENT AND INSURANCE INCOME Funds Management Income We recognise the fees we charge to policyholders in connection with life insurance and life investment contracts when we have provided the service. Investment Income Investment income primarily relates to gains and losses on investments held to back policy liabilities (Refer to Note 29 Life Insurance Business). Investment income excludes gains and losses on treasury shares and intercompany balances including cash and term deposits held as policyholder or shareholder assets. Insurance Premium Income We recognise: •• premiums with a regular due date as income on an accruals basis; •• unpaid premiums as income and include them as receivables in the balance sheet only during the grace periods in the contract, or for longer only where secured by the surrender value of the policy; and •• premiums with no due date (such as one off premiums) in income when the premiums are received. We show these insurance premiums net of any reinsurance premium, which we account for on the same basis as the underlying direct insurance premium. Claims Insurance claims relate to us paying benefits to policyholders. We recognise these on an accruals basis once our liability to the policyholder has been confirmed under the terms of the contract. We show these insurance claims net of reinsurance, which we account for on the same basis as the underlying direct insurance claims. Changes in Policy Liabilities Change in policyholder liabilities represents the movement of the life insurance contract liability. Under the Margin of Service (MoS) model, this movement represents: •• the release of the planned profit margin for the year on existing life insurance policies; •• offset by the recognition of contracts in an expected loss position; and •• the deferral of expected future profit margins on new life insurance policies. We recognise the movement as the service is provided and we show this change in policyholder liabilities net of reinsurance. Life Insurance Acquisition Costs The Group incurs life insurance acquisition costs to acquire new business. We recognise those costs in the profit or loss as incurred. In addition, these acquisition costs form part of the calculation to determine a contract’s planned profit margin under the MoS model (see Changes in Policy Liabilities above). SHARE OF ASSOCIATES’ PROFIT The equity method is applied to accounting for associates in the consolidated financial statements. Under the equity method, the Group’s share of the after tax results of associates is included in the Income Statement and the Statement of Comprehensive Income.

77 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. OPERATING EXPENSES

2017 2016 $m $m i) Personnel Salaries and related costs 4,556 4,879 Superannuation costs 322 337 Other 300 325 Personnel expenses 5,178 5,541 ii) Premises Rent 500 485 Other 411 443 Premises expenses 911 928 iii) Technology Depreciation and amortisation1 727 1,198 Licences and outsourced services2 637 614 Other 302 355 Technology expenses 1,666 2,167 iv) Restructuring 62 278 v) Other Advertising and public relations 254 261 Professional fees 453 413 Freight, stationery, postage and telephone 266 277 Other 658 574 Other expenses 1,631 1,525 Operating expenses 9,448 10,439

1. In 2016, the Group recorded a $556 million charge for accelerated amortisation associated with a software capitalisation policy change. 2. In 2017, certain fees payable have been reclassified from other operating income to operating expenses to more accurately reflect the nature of these items. Comparatives have been restated accordingly (2016: $17 million).

RECOGNITION AND MEASUREMENT

OPERATING EXPENSES Operating expenses are recognised as services are provided to the Group over the period in which an asset is consumed or once a liability is incurred. SALARIES AND RELATED COSTS - ANNUAL LEAVE, LONG SERVICE LEAVE AND OTHER EMPLOYEE BENEFITS Wages and salaries, annual leave, and other employee entitlements expected to be paid or settled within twelve months of employees rendering service are measured at their nominal amounts using remuneration rates that the Group expects to pay when the liabilities are settled. We accrue employee entitlements relating to long service leave using an actuarial calculation. It includes assumptions regarding staff departures, leave utilisation and future salary increases. The result is then discounted using market yields at the reporting date. The market yields are determined from a blended rate of high quality corporate bonds with terms to maturity that closely match the estimated future cash outflows. If we expect to pay short term cash bonuses, then a liability is recognised when the Group has a present legal or constructive obligation to pay this amount (as a result of past service provided by the employee) and the obligation can be reliably measured.

78 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3. OPERATING EXPENSES (continued)

RECOGNITION AND MEASUREMENT

Personnel expenses also include share-based payments which may be cash or equity settled. We calculate the fair value of equity settled remuneration at grant date, which is then amortised over the vesting period, with a corresponding increase in share capital or the share option reserve as applicable. When we estimate the fair value, we take into account market vesting conditions, such as share price performance conditions. We take non-market vesting conditions, such as service conditions, into account by adjusting the number of equity instruments included in the expense. After the grant of an equity-based award, the amount we recognise as an expense is reversed when non-market vesting conditions are not met, for example an employee fails to satisfy the minimum service period specified in the award on resignation, termination or notice of dismissal for serious misconduct. However, we do not reverse the expense if the award does not vest due to the failure to meet a market- based performance condition. Further information on share-based payment schemes operated by the Group during the current and prior year is included in Note 31 Employee Share and Option Plans.

4. INCOME TAX

INCOME TAX EXPENSE Reconciliation of the prima facie income tax expense on pre-tax profit with the income tax expense recognised in profit or loss:

2017 2016 $m $m Profit before income tax 9,627 8,178 Prima facie income tax expense at 30% 2,888 2,453 Tax effect of permanent differences: Wealth Australia – policyholder income and contributions tax 194 152 Share of associates’ profit (90) (162) Write-down of investment in AmBank - 78 Reclassification of SRCB to held for sale 172 - Tax provisions no longer required - (71) Interest on convertible instruments 69 70 Overseas tax rate differential (37) (45) Gain on cessation of equity accounting for BoT - (9) Other 29 15 Subtotal 3,225 2,481 Income tax over provided in previous years (19) (23) Income tax expense 3,206 2,458 Current tax expense 3,094 2,738 Adjustments recognised in the current year in relation to the current tax of prior years (19) (23) Deferred tax expense/(income) relating to the origination and reversal of temporary differences 131 (257) Income tax expense 3,206 2,458 Australia 2,349 1,752 Overseas 857 706 Income tax expense 3,206 2,458 Effective tax rate 33.3% 30.1%

79 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

4. INCOME TAX (continued)

TAX CONSOLIDATION The Company and all its wholly owned Australian resident entities are part of a tax-consolidated group under Australian taxation law. The Company is the head entity in the tax-consolidated group. We recognise each of the following in the separate financial statements of members of the tax-consolidated group on a ‘group allocation’ basis: tax expense/income, and deferred tax liabilities/assets, that arise from temporary differences of the members of the tax- consolidated group. The Company (as head entity in the tax-consolidated group) recognises current tax liabilities and assets of the tax consolidated group. Under a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the Company and each member of the tax-consolidated group in relation to the tax contribution amounts paid or payable between the Company and the other members of the tax-consolidated group. Members of the tax-consolidated group have also entered into a tax sharing agreement that provides for the allocation of income tax liabilities between the entities were the head entity to default on its income tax payment obligations.

UNRECOGNISED DEFERRED TAX ASSETS AND LIABILITIES Unrecognised deferred tax assets related to unused realised tax losses (on revenue account) total $4 million (2016: $4 million). Unrecognised deferred tax liabilities related to additional potential foreign tax costs (assuming all retained earnings in offshore branches and subsidiaries are repatriated) total $413 million (2016: $416 million).

RECOGNITION AND MEASUREMENT

INCOME TAX EXPENSE Income tax expense comprises both current and deferred taxes and is based on the accounting profit adjusted for differences in the accounting and tax treatments of income and expenses (that is, taxable income). We recognise tax expense in profit or loss except to the extent to which it relates to items recognised directly in equity and other comprehensive income, in which case we recognise directly in equity or other comprehensive income respectively. CURRENT TAX EXPENSE Current tax is the tax we expect to pay on taxable income for the year, based on tax rates (and tax laws) which are enacted at the reporting date. We recognise current tax as a liability (or asset) to the extent that it is unpaid (or refundable). DEFERRED TAX ASSETS AND LIABILITIES We account for deferred tax using the balance sheet method. Deferred tax arises because the accounting income is not always the same as the taxable income. This creates temporary differences, which usually reverse over time. Until they reverse, we recognise a deferred tax asset, or liability, on the balance sheet. We measure deferred taxes at the tax rates that we expect will apply to the period(s) when the asset is realised, or the liability settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the reporting date. We offset current and deferred tax assets and liabilities only to the extent that: they relate to income taxes imposed by the same taxation authority; there is a legal right and intention to settle on a net basis; and it is allowed under the tax law of the relevant jurisdiction.

80 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5. DIVIDENDS

ORDINARY SHARE DIVIDENDS Dividends are provided for in the financial statements once determined, accordingly, the final dividend announced for the current financial year is provided for and paid in the following financial year.

Amount Total dividend Dividends % of total per share $m Financial Year 2016 2015 final dividend paid 95.0 cents 2,758 2016 interim dividend paid 80.0 cents 2,334 Bonus option plan adjustment (91) Dividends paid during the year ended 30 September 2016 5,001 Cash 91.7% 4,588 Dividend reinvestment plan 8.3% 413 Dividends paid during the year ended 30 September 2016 5,001

Financial Year 2017 2016 final dividend paid 80.0 cents 2,342 2017 interim dividend paid 80.0 cents 2,349 Bonus option plan adjustment (82) Dividends paid during the year ended 30 September 2017 4,609 Cash 91.9% 4,235 Dividend reinvestment plan 8.1% 374 Dividends paid during the year ended 30 September 2017 4,609

Total Amount dividend Dividends announced and to be paid after year-end Payment date per share $m

2017 final dividend (fully franked at 30%, New Zealand imputation credits 18 December 2017 80.0 cents 2,350 NZD 10 cents per share)

DIVIDEND REINVESTMENT PLAN AND BONUS OPTION PLAN Eligible shareholders can elect to reinvest their dividend entitlement into ANZ ordinary shares under the Company’s Dividend Reinvestment Plan (DRP). Eligible shareholders can elect to forgo their dividend entitlement and instead receive ANZ ordinary shares under the Company’s Bonus Option Plan (BOP). For the 2017 final dividend, DRP participation will be satisfied by an on-market purchase of shares (as approved by APRA) and BOP participation will be satisfied by an issue of ANZ ordinary shares. There will be no discount applied to the DRP and BOP price. See Note 21 Shareholders’ Equity for details of shares the Company issued or purchased in respect of the DRP and BOP.

DIVIDEND FRANKING ACCOUNT

2017 2016 Currency $m $m Australian franking credits available at 30% (2016: 30%) tax rate AUD 171 118 New Zealand imputation credits available (which can be attached to our Australian dividends but may only be used by New Zealand resident shareholders) NZD 3,680 3,494

The above amounts represent the balances of the franking accounts as at the end of the financial year, adjusted for: •• franking credits that will arise from the payment of income tax payable as at the end of the financial year; and •• franking credits/debits from the receipt/payment of dividends that have been recognised as tax receivables/payables as at the end of the financial year.

81 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

5. DIVIDENDS (continued) The final proposed 2017 dividend will utilise the entire balance of $171 million franking credits available at 30 September 2017. Instalment tax payments on account of the 2018 financial year which will be made after 30 September 2017 will generate sufficient franking credits to enable the final 2017 dividend to be fully franked. The extent to which future dividends will be franked will depend on a number of factors, including the level of profits generated by the Group that will be subject to tax in Australia.

RESTRICTIONS ON THE PAYMENT OF DIVIDENDS APRA’s written approval is required before paying dividends: •• on ordinary shares if the aggregate dividends exceed the Company’s after tax earnings (in calculating those after tax earnings, we take into account any payments we made on senior capital instruments) in the financial year to which they relate; or •• if the Group’s Common Equity Tier 1 capital ratio falls within capital range buffers specified by APRA. The terms of the ANZ Convertible Preference Shares limit payments of dividends on those securities if as a result of the payment the Company becomes, or is likely to become, insolvent or breaches specified capital ratios or if APRA objects to the payment. If the Company fails to pay a dividend or distribution on its ANZ Convertible Preference Shares, ANZ Capital Notes or ANZ Capital Securities on the scheduled payment date, it may (subject to a number of exceptions) be restricted from resolving to pay or paying any dividend on ANZ ordinary shares.

6. EARNINGS PER ORDINARY SHARE

2017 2016 Earnings per ordinary share (EPS) cents cents Basic 220.1 197.4 Diluted 210.8 189.3

Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period (after eliminating treasury shares). Diluted EPS is calculated by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for the effect of dilutive potential ordinary shares.

2017 2016 Reconciliation of earnings used in EPS calculations $m $m Profit for the year 6,421 5,720 Less: Profit attributable to non-controlling interests (15) (11) Earnings used in calculating basic earnings per share 6,406 5,709 Add: Interest on convertible subordinated debt 288 297 Earnings used in calculating diluted earnings per share 6,694 6,006

2017 2016 Reconciliation of weighted average number of ordinary shares (WANOS) used in EPS calculations millions millions WANOS before elimination of treasury shares 2,934.6 2,917.3 Less: Weighted average number of treasury shares held (24.3) (25.6) WANOS used in calculating basic earnings per share 2,910.3 2,891.7 Add: Weighted average number of dilutive potential ordinary shares: Convertible subordinated debt 253.3 273.9 Share based payments (options, rights and deferred shares) 11.9 6.8 WANOS used in calculating diluted earnings per share 3,175.5 3,172.4

82 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7. SEGMENT REPORTING

DESCRIPTION OF SEGMENTS The Group’s six operating segments are presented on a basis that is consistent with the information provided internally to the Chief Executive Officer, who is the chief operating decision maker. This reflects the way the Group’s businesses are managed, rather than the legal structure of the Group. We measure the performance of these segments on a cash profit basis. To calculate cash profit, we remove certain non-core items from statutory profit. Details of these items are included in the 'Other items' section of this note. Transactions between business units across segments within ANZ are conducted on an arm's-length basis and disclosed as part of the income and expenses of these segments. The reportable segments are divisions engaged in providing either different products or services or similar products and services in different geographical areas. They are as follows:

Australia The Australia division comprises the Retail and Corporate & Commercial Banking (C&CB) business units. •• Retail provides products and services to consumer and private banking customers in Australia via the branch network, mortgage specialists, the contact centres, a variety of self-service channels (internet banking, phone banking, ATMs, website and digital banking) and third party brokers. •• C&CB provides a full range of banking services including traditional relationship banking and sophisticated financial solutions through dedicated managers focusing on privately owned small, medium and large enterprises as well as the agricultural business segment.

Institutional The Institutional division services global institutional and business customers across three product sets: Transaction Banking, Loans & Specialised Finance and Markets. •• Transaction Banking provides working capital and liquidity solutions including documentary trade, supply chain financing as well as cash management solutions, deposits, payments and clearing. •• Loans & Specialised Finance provides loan products, loan syndication, specialised loan structuring and execution, project and export finance, debt structuring and acquisition finance, structured trade and asset finance, and corporate advisory. •• Markets provide risk management services on foreign exchange, interest rates, credit, commodities, debt capital markets and wealth solutions in addition to managing the Group's interest rate exposure and liquidity position.

New Zealand The New Zealand division comprises the Retail and Commercial business units. •• Retail provides a full range of banking and wealth management services to consumer, private banking and small business banking customers. We deliver our services via our internet and app-based digital solutions and network of branches, mortgage specialists, relationship managers and contact centres. •• Commercial provides a full range of banking services including traditional relationship banking and sophisticated financial solutions (including asset financing) through dedicated managers focusing on privately owned medium to large enterprises and the agricultural business segment.

Wealth Australia The Wealth Australia division comprises the Insurance and Funds Management business units, which provide insurance, investment and superannuation solutions intended to make it easier for customers to manage, protect and grow their wealth. •• Insurance includes life insurance, general insurance and ANZ Lenders Mortgage Insurance. •• Funds Management includes the Pensions and Investments business and ANZ Share Investing.

Asia Retail & Pacific The Asia Retail & Pacific division comprises the Asia Retail & Pacific business units, connecting customers to specialists for their banking needs. •• Asia Retail provides general banking and wealth management services to affluent and emerging affluent retail customers via relationship managers, branches, contact centres and a variety of self-service digital channels (internet and mobile banking, phone and ATMs). Core products offered include deposits, credit cards, loans, investments and insurance. Refer to Note 28 Assets and Liabilities Held for Sale for details on the sale of Asia Retail and Wealth businesses. •• Pacific provides products and services to retail customers, small to medium-sized enterprises, institutional customers and Governments located in the Pacific Islands. Products and services include retail products provided to customers, traditional relationship banking and sophisticated financial solutions provided to business customers through dedicated managers.

Technology, Services & Operations (TSO) and Group Centre TSO and Group Centre provide support to the operating divisions, including technology, operations, shared services, property, risk management, financial management, strategy, marketing, human resources and corporate affairs. The Group Centre includes Group Treasury, Shareholder Functions, Enablement Functions and minority investments in Asia.

83 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

7. SEGMENT REPORTING (continued)

OPERATING SEGMENTS During 2017, the Group made changes to the Group’s operating model for technology, operations and shared services to accelerate delivery of its technology and digital roadmap, bringing operations closer to its customers and continuing to drive operational efficiency gains. As a result of these organisational changes, divisional operations from Technology, Services & Operations (TSO) and Group Centre have been realigned to divisions. The residual TSO and Group Centre now contains Group Technology, Group Hubs, Enterprise Services and Group Property and the Group Centre. Asia TSO and New Wealth Retail & Group Other Group Australia Institutional Zealand Australia Pacific Centre items1 Total Year ended 30 September 2017 $m $m $m $m $m $m $m $m Interest income 15,886 6,960 5,398 73 685 118 - 29,120 Interest expense (7,502) (3,892) (2,879) (64) (79) 168 - (14,248) Net interest income 8,384 3,068 2,519 9 606 286 - 14,872 Other operating income 1,218 2,346 653 1,077 37 286 (216) 5,401 Operating income 9,602 5,414 3,172 1,086 643 572 (216) 20,273 Operating expenses (3,423) (2,736) (1,193) (743) (651) (702) - (9,448) Profit before credit impairment and income tax 6,179 2,678 1,979 343 (8) (130) (216) 10,825 Credit impairment (charge)/release (897) (80) (78) - (144) - 1 (1,198) Profit before income tax 5,282 2,598 1,901 343 (152) (130) (215) 9,627 Income tax expense and non-controlling interests (1,587) (762) (532) (105) 4 78 (317) (3,221) Profit after income tax attributable to 3,695 1,836 1,369 238 (148) (52) (532) 6,406 shareholders Non-cash items Share of associates’ profit 2 (1) 5 - - 294 - 300 Depreciation and amortisation (184) (201) (49) (77) (14) (447) - (972) Equity-settled share based payment expenses (18) (91) (8) (5) (4) (32) - (158) Credit impairment (charge)/release (897) (80) (78) - (144) - 1 (1,198) Financial position Goodwill 5 1,077 1,868 1,452 45 - - 4,447 Investments in associates 19 2 7 2 - 2,218 - 2,248

Year ended 30 September 2016 Interest income 16,153 7,079 5,627 82 810 200 - 29,951 Interest expense (7,951) (3,632) (3,179) (71) (112) 89 - (14,856) Net interest income 8,202 3,447 2,448 11 698 289 - 15,095 Other operating income 1,206 1,733 644 1,244 478 194 (48) 5,451 Operating income 9,408 5,180 3,092 1,255 1,176 483 (48) 20,546 Operating expenses (3,426) (2,958) (1,225) (801) (808) (1,221) - (10,439) Profit before credit impairment and income tax 5,982 2,222 1,867 454 368 (738) (48) 10,107 Credit impairment (charge)/release (920) (743) (120) - (172) (1) 27 (1,929) Profit before income tax 5,062 1,479 1,747 454 196 (739) (21) 8,178 Income tax expense and non-controlling interests (1,515) (438) (479) (130) (37) 289 (159) (2,469) Profit after income tax attributable to 3,547 1,041 1,268 324 159 (450) (180) 5,709 shareholders Non-cash items Share of associates’ profit 3 (3) 5 - - 536 - 541 Depreciation and amortisation (177) (198) (48) (79) (24) (949) - (1,475) Equity-settled share based payment expenses (19) (106) (11) (7) (5) (34) - (182) Credit impairment (charge)/release (920) (743) (120) - (172) (1) 27 (1,929) Financial position Goodwill - 1,119 2,061 1,452 97 - - 4,729 Investments in associates 17 4 6 3 - 4,242 - 4,272

1. Cash profit represents ANZ's preferred measure of the results of the segments. We remove certain other items from the statutory profit if we consider them not integral to the ongoing performance of the segment.

84 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7. SEGMENT REPORTING (continued)

OTHER ITEMS The table below sets out the profit after tax impact of other items which are removed from statutory profit to reflect the cash profit of each segment.

Profit after tax 2017 2016 Item Related segment $m $m Treasury shares adjustment Wealth Australia (58) (44) Revaluation of policy liabilities Wealth Australia and New Zealand Division (34) 54 Economic hedges Institutional, TSO and Group Centre (209) (102) Revenue hedges TSO and Group Centre 99 (92) Structured credit intermediation trades Institutional 3 4 Reclassification of SRCB to held for sale TSO and Group Centre (333) - Total (532) (180)

SEGMENT INCOME BY PRODUCTS AND SERVICES The primary sources of our external income across all divisions are interest income and other operating income. The Australia, New Zealand, and Asia Retail & Pacific divisions derive income from products and services from retail and commercial banking. The Institutional division derives its income from institutional products and services. The Wealth Australia division derives income from funds management and insurance businesses. No single customer amounts to greater than 10% of the Group’s income.

GEOGRAPHICAL INFORMATION The following table sets out total operating income earned and assets to be recovered in more than one year based on the geographical regions in which the Group operates. The assets consist of available-for-sale assets, net loans and advances and investments backing policy liabilities.

Asia Pacific, Australia Europe & Americas New Zealand Total 2017 2016 2017 2016 2017 2016 2017 2016 $m $m $m $m $m $m $m $m Total operating income 13,603 13,281 2,945 3,688 3,725 3,577 20,273 20,546 Assets to be recovered in more than one year 387,954 378,774 42,266 48,479 96,453 92,006 526,673 519,259

8. CASH AND CASH EQUIVALENTS 2017 2016 $m $m Coins, notes and cash at bank 1,544 1,457 Money at call, bills receivable and remittances in transit 108 98 Securities purchased under agreements to resell in less than 3 months 21,479 21,200 Balances with central banks 24,039 25,920 Settlement balances owed to ANZ within 3 months 20,878 17,545 Cash and cash equivalents 68,048 66,220

85 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

9. TRADING SECURITIES

Trading securities ($m) ● Government securities 5,002 7,056 ● Corporate and financial institution securities ● Equity and other securities

9,668 2017 2016 11,634

28,935 28,498

2017 2016 $m $m Government securities 28,935 28,498 Corporate and financial institution securities 9,668 11,634 Equity and other securities 5,002 7,056 Trading securities 43,605 47,188

RECOGNITION AND MEASUREMENT

Trading securities are financial instruments we either: •• acquire principally for the purpose of selling in the short-term; or •• hold as part of a portfolio we manage for short-term profit making. We recognise purchases and sales of trading securities on trade date: •• initially, we measure them at fair value through the profit and loss; and •• subsequently, we measure them in the balance sheet at their fair value with any revaluation recognised in the profit or loss.

KEY JUDGEMENTS AND ESTIMATES

Judgement is required when applying the valuation techniques used to measure the fair value of trading securities not valued using quoted market prices. Refer to Note 17 Fair Value of Financial Assets and Liabilities for further details.

86 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

10. DERIVATIVE FINANCIAL INSTRUMENTS

Assets Liabilities Assets Liabilities 2017 2017 2016 2016 Fair Value $m $m $m $m Derivative financial instruments - held for trading 60,387 (59,602) 83,787 (85,174) Derivative financial instruments - designated in hedging relationships 2,131 (2,650) 3,709 (3,551) Derivative financial instruments 62,518 (62,252) 87,496 (88,725)

FEATURES Derivative financial instruments are contracts: •• whose value is derived from an underlying price index (or other variable) defined in the contract – sometimes the value is derived from more than one variable; •• that require little or no initial net investment; and •• that are settled at a future date. Movements in the price of the underlying variables, which cause the value of the contract to fluctuate, are reflected in the fair value of the derivative.

PURPOSE The Group’s derivative financial instruments have been categorised as following:

Trading Derivatives held in order to: •• Meet customer needs for managing their own risks. •• Manage risk in the Group’s positions that are not part of a designated hedge accounting relationship. •• Undertake market making and positioning activities to generate profits from short-term fluctuations in prices or margins. Designated in Hedging Derivatives designated into hedge accounting relationships in order to minimise profit or loss volatility Relationships by matching movements to underlying positions relating to: •• Hedges of the Group’s exposures to interest rate risk, currency risk and credit risk. •• Hedges of other exposures relating to non-trading positions.

TYPES The Group offers and uses four different types of derivative financial instruments: Forwards A contract documenting the rate of interest, or the currency exchange rate, to be paid or received on a notional principal obligation at a future date. Futures An exchange traded contract in which the parties agree to buy and sell an asset in the future for a price agreed on the transaction date, with a net settlement in cash paid on the future date without physical delivery of the asset. Swaps A contract in which one party exchanges one series of cash flows for another. Options A contract in which the buyer of the contract has the right - but not the obligation - to buy (known as a 'call option') or to sell (known as a 'put option') an asset or instrument at a set price on a future date. The seller has the corresponding obligation to fulfil the transaction to sell or buy the asset or instrument if the buyer exercises the option.

RISKS MANAGED The Group offers and uses the instruments described above to manage fluctuations in the following market factors:

Interest Rate Fixed or variable interest rates applying to money lent, deposited or borrowed. Foreign Exchange Currencies at current or determined rates of exchange. Commodity Soft commodities (that is, agricultural products such as wheat, coffee, cocoa and sugar) and hard commodities (that is, mined products such as gold, oil and gas). Credit Counterparty risk in the event of default.

87 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

10. DERIVATIVE FINANCIAL INSTRUMENTS (continued)

DERIVATIVE FINANCIAL INSTRUMENTS – HELD FOR TRADING The majority of the Group’s derivative financial instruments are held for trading. The fair value of derivative financial instruments held for trading are:

Assets Liabilities Assets Liabilities 2017 2017 2016 2016 Fair Value $m $m $m $m Interest rate contracts Forward rate agreements 2 (1) 12 (17) Futures contracts 102 (56) 28 (107) Swap agreements 31,331 (30,814) 57,656 (55,475) Options purchased 746 - 1,098 - Options sold - (1,365) - (2,076) Total 32,181 (32,236) 58,794 (57,675) Foreign exchange contracts Spot and forward contracts 15,232 (14,943) 10,957 (10,791) Swap agreements 10,298 (10,374) 10,678 (14,309) Options purchased 517 - 887 - Options sold - (475) - (802) Total 26,047 (25,792) 22,522 (25,902) Commodity contracts 1,991 (1,398) 2,294 (1,395) Credit default swaps Structured credit derivative purchased 52 - 40 - Other credit derivatives purchased 13 (110) 117 (125) Credit derivatives purchased 65 (110) 157 (125) Structured credit derivatives sold - (58) - (50) Other credit derivatives sold 103 (8) 20 (27) Credit derivatives sold 103 (66) 20 (77) Total 168 (176) 177 (202) Derivative financial instruments - held for trading 60,387 (59,602) 83,787 (85,174)

88 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

10. DERIVATIVE FINANCIAL INSTRUMENTS (continued)

DERIVATIVE FINANCIAL INSTRUMENTS – DESIGNATED IN HEDGING RELATIONSHIPS There are three types of hedge accounting relationships the Group utilises:

Fair value hedge Cash flow hedge Net investment hedge Objective of this To hedge our exposure to changes To hedge our exposure to variability To hedge our exposure to exchange hedging arrangement to the fair value of a recognised in cash flows of a recognised asset or rate differences arising from the asset or liability or unrecognised liability, a foreign exchange component translation of our foreign operations firm commitment caused by interest of a firm commitment or a highly from their functional currency to rate or foreign currency movements. probable forecast transaction caused Australian dollars. by interest rate, foreign currency or other price movements. Recognition of effective The following are recognised We recognise the effective portion We recognise the effective portion hedge portion in profit or loss at the same time: of changes in the fair value of of changes in the fair value of the •• all changes in the fair value derivatives designated as a cash hedging instrument in the foreign of the underlying item relating flow hedge in the cash flow currency translation reserve. to the hedged risk; and hedge reserve. •• the change in the fair value of derivatives. Recognition of ineffective Recognised immediately in other operating income. hedge portion If a hedging instrument When we recognise the hedged item in Only when we recognise the The amount we defer in the foreign expires, or is sold, profit or loss, we recognise the related hedged item in profit or loss is currency translation reserve remains terminated, or exercised; unamortised fair value adjustment in the amount previously deferred in equity and is transferred to profit or no longer qualifies for profit or loss. This may occur over time in the cash flow hedge reserve or loss only when we dispose of, hedge accounting if the hedged item is amortised to profit transferred to profit or loss. or partially dispose of, the or loss as part of the effective yield over foreign operation. the period to maturity. Hedged item sold We recognise the unamortised Amounts accumulated in equity The gain or loss, or applicable or repaid fair value adjustment immediately are transferred immediately to proportion, we recognise in equity is in profit or loss. profit or loss. transferred to profit or loss on disposal or partial disposal of a foreign operation.

The fair value of derivative financial instruments designated in hedging relationships are:

Hedge Assets Liabilities Assets Liabilities accounting 2017 2017 2016 2016 Fair Value type $m $m $m $m Foreign exchange swap agreements Fair value 1 - 2 - Interest rate swap agreements Fair value 1,366 (2,114) 2,661 (2,616) Interest rate futures contracts Fair value 80 - 5 (12) Interest rate swap agreements Cash flow 638 (476) 1,038 (920) Foreign exchange swap agreements Cash flow 35 (49) - - Foreign exchange spot and forward contracts Cash flow - (5) - - Foreign exchange spot and forward contracts Net investment 11 (6) 3 (3) Derivative financial instruments - designated in hedging relationships 2,131 (2,650) 3,709 (3,551)

89 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

10. DERIVATIVE FINANCIAL INSTRUMENTS (continued) The impact recognised in profit or loss arising from derivative financial instruments designated in hedge accounting relationships, is as follows:

Hedge 2017 2016 accounting type $m $m Gain/(loss) recognised in other operating income Hedged item Fair value 122 469 Hedging instrument Fair value (128) (428) Ineffective portion of hedged instrument Cash flow (18) 5

RECOGNITION AND MEASUREMENT

Recognition Initially and at each reporting date, we recognise all derivatives at fair value. If the fair value of a derivative is positive, then we carry it as an asset, but if its value is negative, then we carry it as a liability. Valuation adjustments are integral in determining the fair value of derivatives. This includes: •• a derivative credit valuation adjustment (CVA) to reflect the counterparty risk and/or event of default; and •• a funding valuation adjustment (FVA) to account for funding costs and benefits in the derivatives portfolio. Derecognition of We remove derivative assets from our balance sheet when the contracts expire or we have transferred assets and liabilities substantially all the risks and rewards of ownership. We remove derivative liabilities from our balance sheet when the Group’s contractual obligations are discharged, cancelled or expired. Impact on the How we recognise gains or losses on derivative financial instruments depends on whether the derivative Income Statement is trading or is designated into a hedging relationship. Trading We recognise gains or losses from the change in the fair value of trading securities in profit or loss as other operating income in the period in which they occur. Contracted interest payments are included in interest income and expense. Hedging For an instrument designated into a hedging relationship the recognition of gains or losses depends on the nature of the item being hedged. Refer to the previous table on page 89 for profit or loss treatment depending on the hedge type. Hedge effectiveness To qualify for hedge accounting a hedge is expected to be highly effective. A hedge is highly effective only if the following conditions are met: •• the hedge is expected to be highly effective in achieving offsetting changes in fair value or cash flows attributable to the hedged risk during the period for which the hedge is designated (prospective effectiveness); and •• the actual results of the hedge are within the range of 80-125% (retrospective effectiveness). The Group monitors hedge effectiveness on a regular basis but at a minimum at least at each reporting date.

KEY JUDGEMENTS AND ESTIMATES

Judgement is required when we select the valuation techniques used to measure the fair value of derivatives, particularly the selection of valuation inputs that are not readily observable, and the application of valuation adjustments to certain derivatives. Refer to Note 17 Fair Value of Financial Assets and Liabilities for further details.

90 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

11. AVAILABLE-FOR-SALE ASSETS

Available-for-sale-assets ($m) ●  3,284 4,532 Government securities ● Corporate and financial institution securities 17,392 ● Equity and other securities

19,115

39,466 48,708

2017 2016 Corporate Corporate and Equity and Equity financial and financial and Security Government institution other Government institution other Period type securities securities securities Total securities securities securities Total $m $m $m $m $m $m $m $m Less than 3 months 6,745 1,201 - 7,946 3,760 1,457 - 5,217 Between 3 and 12 months 5,576 2,738 - 8,314 2,483 2,729 - 5,212 Between 1 and 5 years 19,302 12,960 403 32,665 9,762 14,045 592 24,399 Greater than 5 years 17,085 493 2,134 19,712 23,461 884 3,085 27,430 No maturity - - 747 747 - - 855 855 Available-for-sale-assets 48,708 17,392 3,284 69,384 39,466 19,115 4,532 63,113

During the year, the Group recognised a net gain (before tax) in respect of available-for-sale (AFS) assets of $15 million (2016: $48 million) in other operating income. The carrying value of AFS equity securities is $747 million (2016: $855 million). This includes the Group’s $676 million (2016: $795 million) investment in the Bank of Tianjin (BoT) that ceased being classified as an associate in March 2016.

91 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. AVAILABLE-FOR-SALE ASSETS (continued)

RECOGNITION AND MEASUREMENT

AFS assets comprise non-derivative financial assets which we designate as AFS since we do not hold them principally for trading purposes. They include both equity and debt securities. AFS assets are initially recognised at fair value plus transaction costs and are revalued at least bi-annually. On revaluation, we include movements in fair value within the available-for-sale revaluation reserve in equity, except for certain items which are recognised directly in profit or loss, being interest on debt securities, dividends received, foreign exchange on debt securities and impairment charges. When we sell the asset, any cumulative gain or loss from the available-for-sale revaluation reserve is recognised in profit or loss. At each reporting date, we assess whether any AFS assets are impaired. We assess the impairment of any debt securities if an event has occurred which will have a negative impact on the asset’s estimated cash flows. For equity securities, we assess if there is a significant or prolonged decline in fair value below cost. If an AFS asset is impaired, then we remove the cumulative loss related to that asset from the available-for-sale revaluation reserve. We then recognise it in profit or loss for: •• debt instruments, as a credit impairment expense; and •• equity instruments, as a negative impact in other operating income. We recognise any later reversals of impairment on debt securities in the profit or loss through the credit impairment charge line. However, we do not make any reversals of impairment for equity securities. To the extent previously impaired equity securities recover in value, gains are recognised directly in equity.

KEY JUDGEMENTS AND ESTIMATES

Judgement is required when we select valuation techniques used to measure the fair value of AFS assets not valued using quoted market prices, particularly the selection of valuation inputs that are not readily observable. Refer to Note 17 Fair Value of Financial Assets and Liabilities for further details.

92 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12. NET LOANS AND ADVANCES The following table provides details of net loans and advances for the Group:

2017 2016 $m $m Overdrafts 7,345 8,153 Credit cards 11,009 11,846 Commercial bills 11,068 12,592 Term loans – housing 337,309 323,144 Term loans – non-housing 213,308 219,198 Other 3,405 4,011 Subtotal 583,444 578,944 Unearned income (411) (544) Capitalised brokerage/mortgage origination fees 1,058 1,064 Customer liability for acceptances1 - 571 Gross loans and advances (including assets classified as held for sale) 584,091 580,035 Provision for credit impairment (refer to Note 13) (3,798) (4,183) Net loans and advances (including assets classified as held for sale) 580,293 575,852 Less: Net loans and advances classified as held for sale (refer to Note 28) (5,962) - Net loans and advances 574,331 575,852 Residual contractual maturity: Within one year 108,555 116,135 After more than one year 465,776 459,717 Net loans and advances 574,331 575,852 Carried on Balance Sheet at: Amortised cost 574,175 575,440 Fair value through profit or loss (designated on initial recognition) 156 397 Fair value through profit or loss (held for trading) - 15 Net loans and advances 574,331 575,852

1. Customer liability for acceptances has been recognised in other assets from 30 September 2017.

RECOGNITION AND MEASUREMENT

Loans and advances are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are facilities the Group provides directly to customers or through third party channels. Loans and advances are initially recognised at fair value plus transaction costs directly attributable to the issue of the loan or advance, which are primarily brokerage/mortgage origination fees. These costs are amortised over the estimated life of the loan. Subsequently, we then measure loans and advances at amortised cost using the effective interest rate method, net of any provision for credit impairment, or at fair value when they are specifically designated on initial recognition as fair value through profit or loss or when held for trading. We classify contracts to lease assets and hire purchase agreements as finance leases if they transfer substantially all the risks and rewards of ownership of the asset to the customer or an unrelated third party. We include these facilities in ‘other’ in the table above. The Group enters into transactions in which it transfers financial assets that are recognised on its balance sheet. When the Group retains substantially all of the risks and rewards of the transferred assets, then the transferred assets remain on the Group’s balance sheet, however if substantially all the risks and rewards are transferred then the Group derecognises the asset. If the risks and rewards are partially retained and control over the asset is lost, then the Group derecognises the asset. If control over the asset is not lost, then the Group continues to recognise the asset to the extent of its continuing involvement. We separately recognise the rights and obligations retained, or created, in the transfer as assets and liabilities as appropriate.

93 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

13. PROVISION FOR CREDIT IMPAIRMENT

PROVISION FOR CREDIT IMPAIRMENT - BALANCE SHEET

Net loans and Off-balance sheet credit advances related commitments Total 2017 2016 2017 2016 2017 2016 Provision for credit impairment $m $m $m $m $m $m Individual provision Balance at start of year 1,278 1,038 29 23 1,307 1,061 New and increased provisions 2,068 2,435 1 10 2,069 2,445 Write-backs (501) (311) - - (501) (311) Bad debts written off (1,693) (1,722) - - (1,693) (1,722) (excluding recoveries) Other1 (34) (162) (12) (4) (46) (166) Total individual provision 1,118 1,278 18 29 1,136 1,307 Collective provision Balance at start of year 2,245 2,279 631 677 2,876 2,956 Charge/(release) to profit or loss (76) 49 (66) (32) (142) 17 Other2 (51) (83) (21) (14) (72) (97) Total collective provision 2,118 2,245 544 631 2,662 2,876 Total provision for credit impairment 3,236 3,523 562 660 3,798 4,183

1. Other individual provision includes the Esanda Dealer Finance divestment, an adjustment for exchange rate fluctuations, and the impact of discount unwind on individual provisions. 2. Other collective provision includes the Esanda Dealer Finance divestment, Asia Retail and Wealth business divestment and an adjustment for exchange rate fluctuations.

CREDIT IMPAIRMENT CHARGE - INCOME STATEMENT

2017 2016 Credit impairment charge $m $m New and increased provisions 2,069 2,445 Write-backs (501) (311) Recoveries of amounts previously written-off (228) (222) Individual credit impairment charge 1,340 1,912 Collective credit impairment charge/(release) (142) 17 Total credit impairment charge 1,198 1,929

94 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

13. PROVISION FOR CREDIT IMPAIRMENT (continued)

RECOGNITION AND MEASUREMENT

The Group recognises two types of impairment provisions for its loans and advances: •• Individual provisions for significant assets that are assessed to be impaired; and •• Collective provisions for portfolios of similar assets that are assessed collectively for impairment. The accounting treatment for each of them is detailed below: Individually Collectively Assessment If any impaired loans and advances exceed To allow for any small value loans and advances specified thresholds and an impairment event has where losses may have been incurred but not yet been identified, then we assess the need for identified, and individually significant loans and a provision individually. advances that we do not assess as impaired, we assess them collectively in pools of assets with similar risk characteristics. Impairment Loans and advances are assessed as impaired We estimate the provision on the basis of if we have objective evidence that we may not historical loss experience for assets with credit risk recover principal or interest payments (that is, a characteristics similar to others in the respective loss event has been incurred) and we can reliably collective pool. We adjust the historical loss measure the impairment. experience based on current observable data – such as: changing economic conditions, the impact of the inherent risk of large concentrated losses within the portfolio and an assessment of the economic cycle. Measurement We measure impairment loss as the difference between the asset’s carrying amount and estimated future cash flows discounted to their present value at the asset’s original effective interest rate. We record the result as an expense in profit or loss in the period we identify the impairment and recognise a corresponding reduction in the carrying amount of loans and advances through an offsetting provision. Uncollectable If a loan or advance is uncollectable (whether partially or in full), then we write off the balance amounts (and also any related provision for credit impairment). We write off unsecured retail facilities at the earlier of the facility becoming 180 days past due, or the customer’s bankruptcy or similar legal release from the obligation to repay the loan or advance. For secured facilities, write offs occur net of the proceeds determined to be recoverable from the realisation of collateral. Recoveries If we recover any cash flows from loans and advances we have previously written off, then we recognise the recovery in profit or loss in the period the cash flows are received. Off-balance sheet Any off-balance sheet items, such as loan commitments, are considered for impairment both on an amounts individual and collective basis.

KEY JUDGEMENTS AND ESTIMATES

When we measure impairment of loans and advances, we use management’s judgement of the extent of losses at reporting date. Individually Collectively Key Judgements •• Estimated future cash flows •• Estimated future cash flows •• Business prospects for the customer •• Historical loss experience of assets with similar •• Realisable value of any collateral risk characteristics •• Group’s position relative to other claimants •• Impact of large concentrated losses inherent in the portfolio •• Reliability of customer information •• Assessment of the economic cycle •• Likely cost and duration of recovering loans We regularly review our key judgements and update them to reflect actual loss experience.

95 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. DEPOSITS AND OTHER BORROWINGS

Deposits and other borrowings ($m) ● Certificates of deposit 55,222 61,429 ●  18,979 20,867 Term deposit ● On demand and 59,292 193,371 57,759 192,147 short term deposit ● Deposits not bearing interest ● Deposit from banks 22,913 2017 2016 20,892 and securities sold under repurchase agreements ● Commercial paper and other borrowings

250,392 235,101

2017 2016 $m $m Certificates of deposit 55,222 61,429 Term deposits 193,371 192,147 On demand and short term deposits 250,392 235,101 Deposits not bearing interest 22,913 20,892 Deposits from banks and securities sold under repurchase agreements 59,292 57,759 Commercial paper and other borrowings1 18,979 20,867 Deposits and other borrowings (including liabilities held for sale) 600,169 588,195 Less: Deposits and other borrowings classified as held for sale (refer to Note 28) (4,558) - Deposits and other borrowings 595,611 588,195 Residual contractual maturity: - to be settled within 1 year 577,495 567,567 - to be settled after 1 year 18,116 20,628 Deposits and other borrowings 595,611 588,195 Carried on Balance Sheet at: Amortised cost 592,114 583,002 Fair value through profit or loss (designated on initial recognition) 3,497 5,193 Deposits and other borrowings 595,611 588,195

1. Other borrowings related to secured investments of the consolidated subsidiary UDC Finance Limited (UDC) of NZD 1.0 billion (September 2016: NZD 1.6 billion) and the accrued interest thereon which are secured by a security interest over all the assets of UDC NZD 3.0 billion (September 2016: NZD 2.7 billion).

RECOGNITION AND MEASUREMENT

For deposits and other borrowings that are: •• not designated at fair value through profit or loss on initial recognition, we measure them at amortised cost and recognise their interest expense using the effective interest rate method; and •• managed on a fair value basis, reduce or eliminate an accounting mismatch or contain an embedded derivative, we designated them as fair value through profit or loss. Refer to Note 17 Fair Value of Financial Assets and Liabilities for details of the split between amortised cost and fair value. For deposits and other borrowings designated at fair value we recognise the amount of fair value gain or loss attributable to changes in the Group’s own credit risk in other comprehensive income in retained earnings. Any remaining amount of fair value gain or loss we recognise directly in profit or loss. Once we have recognised an amount in other comprehensive income, we do not later reclassify it to profit or loss. Securities sold under repurchase agreements represent a liability to repurchase the financial assets that remain on our balance sheet since the risks and rewards of ownership remain with the Group. Over the life of the repurchase agreement, we recognise the difference between the sale price and the repurchase price and charge it to interest expense in the Income Statement.

96 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

15. DEBT ISSUANCES The Group uses a variety of funding programmes to issue senior debt (including covered bonds and securitisations) and subordinated debt. The difference between senior debt and subordinated debt is that holders of senior debt take priority over holders of subordinated debt owed by the relevant issuer and subordinated debt will be repaid by the relevant issuer only after the repayment of claims of depositors, other creditors and the senior debt holders.

2017 2016 $m $m Senior debt 68,852 70,041 Covered bonds 19,859 21,039 Securitisation 1,552 - Total unsubordinated debt 90,263 91,080 Subordinated debt - Additional Tier 1 capital 8,452 9,493 - Tier 2 capital 9,258 12,471 Total subordinated debt 17,710 21,964 Total debt issued 107,973 113,044

TOTAL DEBT ISSUED BY CURRENCY The table below shows the Group’s issued debt by currency of issue, which broadly represents the debt holders’ base location.

2017 2016 $m $m USD United States Dollars 45,799 44,536 EUR Euro 22,507 25,141 AUD Australian Dollars 23,194 24,083 NZD New Zealand Dollars 6,361 6,972 JPY Japanese Yen 3,233 4,069 CHF Swiss Francs 2,248 2,074 GBP Pounds Sterling 854 1,744 HKD Hong Kong Dollars 1,136 1,188 Chinese Yuan, Norwegian Kroner, Turkish Lira, Singapore Dollars, Canadian Dollars, Mexican Peso Other 2,641 3,237 and South African Rand Total debt issued 107,973 113,044 Residual contractual maturity: - to be settled within 1 year 13,458 23,348 - to be settled after 1 year 92,159 87,177 - no maturity date (instruments in perpetuity) 2,356 2,519 Total debt issued 107,973 113,044

SUBORDINATED DEBT Subordinated debt qualifies as regulatory capital for the Group and is classified as either Additional Tier 1 (AT1) capital or Tier 2 capital for APRA’s capital adequacy purposes depending on their terms and conditions: •• AT1 capital - perpetual capital instruments such as: •• ANZ Convertible Preference Shares (ANZ CPS); •• ANZ Capital Notes (ANZ CN); •• ANZ Capital Securities (ANZ CS); and •• ANZ NZ Capital Notes (ANZ NZ CN). •• Tier 2 capital - all other perpetual or term subordinated notes.

97 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. DEBT ISSUANCES (continued)

AT1 CAPITAL All outstanding AT1 capital instruments (other than CPS3) are Basel III fully compliant instruments (refer to Note 22 Capital Management for further information about Basel III). For CPS3, APRA has granted the Group transitional Basel III capital treatment until 1 September 2019. CPS3, and each of the ANZ CN and ANZ CS rank equally with each other. Distributions on the AT1 capital instruments are non-cumulative and subject to the issuer’s absolute discretion and certain payment conditions (including regulatory requirements). Distributions on CPS3 and ANZ CN are franked in line with the franking applied to ANZ ordinary shares. Where specified, the AT1 capital instruments provide the issuer with an early redemption or conversion option on a specified date and in certain other circumstances (such as a tax or regulatory event). This option is subject to APRA’s and, in respect of the ANZ NZ CN, the Reserve Bank of New Zealand’s (RBNZ) prior written approval. Where specified, the AT1 capital instruments will immediately convert into a variable number of ANZ ordinary shares (based on the average market price of the shares immediately prior to conversion less a 1% discount, subject to a maximum conversion number) if: •• ANZ’s or, in the case of the ANZ NZ CN, ANZ Bank New Zealand Limited’s (ANZ NZ) Common Equity Tier 1 capital ratio is equal to or less than 5.125% - known as a Common Equity Capital Trigger Event; or •• APRA notifies the Company that, without the conversion or write-off of certain securities or a public sector injection of capital (or equivalent support), it considers that the Company would become non-viable or, in the case of the ANZ NZ CN, the RBNZ directs ANZ NZ to convert or write-off the notes or a statutory manager is appointed to ANZ NZ and decides that ANZ NZ must convert or write-off the notes – known as a Non-Viability Trigger Event. The AT1 capital instruments (other than the ANZ CS) mandatorily convert into a variable number of ANZ ordinary shares (based on the average market price of the shares immediately prior to conversion less a 1% discount): •• on a specified date; or •• on an earlier date under certain circumstances. However the mandatory conversion is deferred for a specified period if certain conversion tests are not met. The tables below show the key details of the Group’s AT1 capital instruments on issue at 30 September in both the current and prior year: ANZ Convertible Preference Shares (ANZ CPS) CPS2 CPS3 Issuer ANZ ANZ Issue date 17 December 2009 28 September 2011 Issue amount $1,968 million $1,340 million On 27 September 2016, ANZ bought On 28 September 2017, ANZ bought back back and cancelled $900 million of CPS2, and cancelled $767 million of CPS3, and and reinvested the proceeds into CN4. either reinvested the proceeds into The remaining CPS2 was bought back CN5 or returned the cash proceeds and cancelled on 15 December 2016. to investors. Face value $100 $100 Dividend frequency Quarterly in arrears Semi-annually in arrears Dividend rate Floating rate: (90 day Bank Bill rate +3.1%)x Floating rate: (180 day Bank Bill rate +3.1%)x (1-Australian corporate tax rate) (1-Australian corporate tax rate) Issuer’s early redemption or No 1 March 2018 and each subsequent conversion option semi-annual dividend payment date Mandatory conversion date N/A 1 September 2019 Common equity capital trigger event No Yes Non-viability trigger event No No Cash dividend payments treated $8 million (2016: $75 million) $47 million (2016: $51 million) as interest expense Carrying value 2017 (net of issue costs) $nil million (2016: $1,068 million) $573 million (2016: $1,340 million)

98 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

15. DEBT ISSUANCES (continued)

ANZ Capital Notes (ANZ CN) CN1 CN2 CN3 Issuer ANZ ANZ ANZ, acting through its New Zealand branch Issue date 7 August 2013 31 March 2014 5 March 2015 Issue amount $1,120 million $1,610 million $970 million Face value $100 $100 $100 Distribution frequency Semi-annually in arrears Semi-annually in arrears Semi-annually in arrears Distribution rate Floating rate: (180 day Bank Bill Floating rate: (180 day Bank Floating rate: (180 day Bank rate +3.4%)x(1-Australian Bill rate +3.25%)x(1-Australian Bill rate +3.6%)x(1-Australian corporate tax rate) corporate tax rate) corporate tax rate) Issuer’s early redemption or conversion option 1 September 2021 24 March 2022 24 March 2023 Mandatory conversion date 1 September 2023 24 March 2024 24 March 2025 Common equity capital trigger event Yes Yes Yes Non-viability trigger event Yes Yes Yes Carrying value 2017 (net of issue costs) $1,116 million $1,604 million $963 million (2016: $1,115 million) (2016: $1,602 million) (2016: $962 million)

CN4 CN5 Issuer ANZ ANZ Issue date 27 September 2016 28 September 2017 Issue amount $1,622 million $931 million Face value $100 $100 Distribution frequency Quarterly in arrears Quarterly in arrears Distribution rate Floating rate: (90 day Bank Floating rate: (90 day Bank Bill rate +4.7%)x(1-Australian Bill rate +3.8%)x(1-Australian corporate tax rate) corporate tax rate) Issuer’s early redemption or conversion option 20 March 2024 20 March 2025 Mandatory conversion date 20 March 2026 20 March 2027 Common equity capital trigger event Yes Yes Non-viability trigger event Yes Yes Carrying value 2017 (net of issue costs) $1,608 million $925 million (2016: $1,604 million) (2016: $0 million)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. DEBT ISSUANCES (continued)

ANZ Capital Securities (ANZ CS)

Issuer ANZ, acting through its London branch Issue date 15 June 2016 Issue amount USD 1,000 million Face value Minimum denomination of USD 200,000 and an integral multiple of USD 1,000 above that Interest frequency Semi-annually in arrears Fixed at 6.75% p.a. until 15 June 2026. Reset on 15 June 2026 and each 5 year anniversary Interest rate to a floating rate: 5 year USD mid-market swap rate + 5.168% Issuer’s early redemption option 15 June 2026 and each 5 year anniversary Common equity capital trigger event Yes Non-viability trigger event Yes Carrying value 2017 (net of issue costs) $1,206 million (2016: $1,329 million)

ANZ NZ Capital Notes (ANZ NZ CN)

Issuer ANZ Bank New Zealand Limited (ANZ NZ) Issue date 31 March 2015 Issue amount NZD 500 million Face value NZD 1 Interest frequency Quarterly in arrears Fixed at 7.2% p.a. until 25 May 2020. Resets in May 2020 to a floating rate: New Zealand 3 month bank bill rate + 3.5% Interest rate Interest payments are subject to ANZ NZ’s absolute discretion and certain payment conditions (including APRA and RBNZ requirements) Issuer’s early redemption option 25 May 2020 Mandatory conversion date 25 May 2022 Common equity capital trigger event Yes Non-viability trigger event Yes Carrying value 2017 (net of issue costs) $457 million (2016: $473 million)

100 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

15. DEBT ISSUANCES (continued) TIER 2 CAPITAL The convertible term subordinated notes are Basel III fully compliant instruments. If a Non-Viability Trigger Event occurs, the convertible term subordinated notes will immediately convert into ANZ ordinary shares (based on the average market price of the shares immediately prior to conversion less a 1% discount, subject to a maximum conversion number). APRA has granted transitional Basel III capital treatment for: •• all other term subordinated notes until their first call date; •• the USD 300 million perpetual subordinated notes until the end of the transitional period (December 2021); and •• the NZD 835 million perpetual subordinated notes until the April 2018 call date. The table below shows the Tier 2 capital subordinated notes the Group holds at 30 September in both the current and prior year:

Non- Viability Next optional call date – subject Interest Trigger 2017 2016 Currency Face value Maturity to APRA’s prior approval rate Event $m $m Basel III transitional subordinated notes (perpetual) USD 300m Perpetual Each semi-annual interest payment date Floating No 382 394 NZD 835m1 Perpetual 2018 Fixed No 768 796 Basel III transitional subordinated notes (term) EUR 750m 2019 N/A Fixed No 1,205 1,224 AUD 500m 2022 2017 Floating No - 499 AUD 1,509m 2022 2017 Floating No - 1,507 USD 750m 2022 2017 Fixed No - 978 AUD 750m 2023 2018 Floating No 747 749 Total Basel III transitional subordinated notes 3,102 6,147 Basel III fully compliant convertible subordinated notes (term) AUD 750m 2024 2019 Floating Yes 750 750 USD 800m 2024 N/A Fixed Yes 1,061 1,158 CNY 2,500m 2025 2020 Fixed Yes 478 491 SGD 500m 2027 2022 Fixed Yes 478 493 AUD 200m 2027 2022 Fixed Yes 199 199 JPY 20,000m 2026 N/A Fixed Yes 226 264 AUD 700m 2026 2021 Floating Yes 699 700 USD 1,500m 2026 N/A Fixed Yes 1,817 2,011 JPY 10,000m 2026 2021 Fixed Yes 112 129 JPY 10,000m 2028 2023 Fixed Yes 111 129 AUD 225m 2032 2027 Fixed Yes 225 - Total Basel III fully compliant subordinated notes 6,156 6,324 Total Tier 2 capital 9,258 12,471

1. Call is subject to prior RBNZ and APRA approval.

RECOGNITION AND MEASUREMENT

Debt issuances are measured at amortised cost, except where designated at fair value through profit or loss. Where the Group enters into a hedge accounting relationship, the fair value attributable to the hedged risk is reflected in adjustments to the carrying value of the debt. Interest expense is recognised using the effective interest rate method. Subordinated debt with capital-based conversion features (i.e. Common Equity Capital Trigger Event or Non-Viability Trigger Events) are considered to contain embedded derivatives that we account for separately at fair value through profit and loss. The embedded derivatives have no value as of the reporting date given the remote nature of those triggering events.

101 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. FINANCIAL RISK MANAGEMENT

RISK MANAGEMENT FRAMEWORK AND MODEL INTRODUCTION The use of financial instruments is fundamental to the Group’s businesses of providing banking and other financial services to our customers. The associated financial risks (primarily credit, market, and liquidity risks) are a significant portion of the Group’s principal risks. We disclose details of all principal risks impacting the Group, and further information on the Group’s risk management activities, in the Governance and Risk Management section. This note details the Group’s financial risk management policies, processes and quantitative disclosures in relation to the key financial risks:

Principal financial risks Key sections applicable to this risk Overview •• An overview of our Risk Management Framework Credit risk •• Credit risk overview, management and control responsibilities Credit risk is the risk of financial loss from a customer, or counterparty, •• Maximum exposure to credit risk failing to meet their financial obligations – including the whole and •• Credit quality timely payment of principal, interest, collateral, and other receivables. •• Concentrations of credit risk •• Collateral management Market risk •• Market risk overview, management and control responsibilities Market risk is the risk of loss arising from potential adverse changes in •• Measurement of market risk the value of the Group’s assets and liabilities and other trading positions •• Traded and Non-traded market risk from fluctuations in market variables. These variables include, but are not limited to interest rates, foreign exchange, equity prices, commodity •• Equity securities classified as Available-for-sale prices, credit spreads, implied volatilities, and asset correlations. •• Foreign currency risk – structural exposures Liquidity and funding risk •• Liquidity risk overview, management and control responsibilities Liquidity risk is the risk that the Group is unable to meet its payment •• Key areas of measurement for liquidity risk obligations when they fall due; or does not have the appropriate •• Funding position amount, tenor and composition of funding and liquidity to fund increases in its assets. •• Residual contractual maturity analysis of the Group’s liabilities Refer to Note 29 Life Insurance Business for details of the insurance and funds management risk management.

102 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16. FINANCIAL RISK MANAGEMENT (continued)

OVERVIEW AN OVERVIEW OF OUR RISK MANAGEMENT FRAMEWORK This overview is provided to aid the users of the financial statements to understand the context of the financial disclosures required under AASB Financial7 Instruments: Disclosures. It should be read in conjunction with the Governance and Risk Management section. The Board is responsible for establishing and overseeing the Group’s Risk Management Framework (RMF). The Board has delegated authority to the Board Risk Committee (BRC) to develop and monitor compliance with the Group’s risk management policies. The BRC reports regularly to the Board on its activities. The Board approves the strategic objectives of the Group including: •• the Risk Appetite Statement (RAS), sets out the Board’s expectations regarding the degree of risk that ANZ is prepared to accept in pursuit of its strategic objectives and business plan; and •• the Risk Management Strategy (RMS), which describes ANZ’s strategy for managing risks and the key elements of the Risk Management Framework (RMF) that gives effect to this strategy. This includes a description of each material risk, and an overview of how the RMF addresses each risk, with reference to the relevant policies, standards and procedures. It also includes information on how ANZ identifies measures, evaluates, monitors, reports and controls or mitigates material risks. The Group, through its training and management standards and procedures, aims to maintain a disciplined and robust control environment in which all employees understand their roles and obligations. At ANZ, risk is everyone’s responsibility. The Group has an independent risk management function, headed by the Chief Risk Officer who: •• is responsible for overseeing the risk profile and the risk management framework; •• can effectively challenge activities and decisions that materially affect ANZ’s risk profile; and •• has an independent reporting line to the BRC to enable the appropriate escalation of issues of concern. The Internal Audit Function reports directly to the Board Audit Committee (BAC). Internal Audit provides: •• an independent evaluation of the Group’s RMF annually and undertakes a comprehensive review every three years; •• assurance on the appropriateness, effectiveness and adequacy of the risk management framework, which includes assurance the framework is operating effectively; and •• recommendations to improve the framework and/or work practices to strengthen the effectiveness of day to day operations.

103 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. FINANCIAL RISK MANAGEMENT (continued)

CREDIT RISK CREDIT RISK OVERVIEW, MANAGEMENT AND CONTROL RESPONSIBILITIES Granting credit facilities to customers is one of the Group’s major sources of income. As this activity is also a principal risk, the Group dedicates considerable resources to its management. The Group assumes credit risk in a wide range of lending and other activities in diverse markets and in many jurisdictions. Credit risks arise from traditional lending to customers as well as from inter-bank, treasury, trade finance and capital markets activities around the world. Our credit risk management framework ensures we apply a consistent approach across the Group when we measure, monitor and manage the credit risk appetite set by the Board. The Board is assisted and advised by the BRC in discharging its duty to oversee credit risk. The BRC: •• sets the credit risk appetite and credit strategies; and •• approves credit transactions beyond the discretion of executive management. We quantify credit risk through an internal credit rating system (masterscales) to ensure consistency across exposure types and to provide a consistent framework for reporting and analysis. The system uses models and other tools to measure the following for customer exposures:

Probability of Default (PD) Expressed by a Customer Credit Rating (CCR), reflecting the Group’s assessment of a customer’s ability to service and repay debt. Exposure at Default (EAD) The expected amount of loan outstanding at the time of default. Loss in the Event of Default (LGD) Expressed by a Security Indicator (SI) ranging from A to G. The SI is calculated by reference to the percentage of loan covered by security which the Group can realise if a customer defaults. The A-G scale is supplemented by a range of other SIs which cover such factors as cash cover and sovereign backing. For some customers, we group exposures into large homogenous pools - and the LGD is assigned at the pool level. Our specialist credit risk teams develop and validate the Group’s PD and LGD rating models. The outputs from these models drive our day-to-day credit risk management decisions including origination, pricing, approval levels, regulatory capital adequacy, economic capital allocation, and credit provisioning. All customers with whom ANZ has a credit relationship are assigned a CCR at origination via either of the following assessment approaches: Large and more complex lending Retail and some small business lending Rating models provide a consistent and structured assessment, with Automated assessment of credit applications using a combination of judgement required around the use of out-of-model factors. We handle scoring (application and behavioural), policy rules and external credit credit approval on a dual approval basis, jointly with the business writer and reporting information. If the application does not meet the automated an independent credit officer. assessment criteria, then it is referred out for manual assessment. We use the Group’s internal CCRs to manage the credit quality of financial assets neither past due nor impaired. To enable wider comparisons, the Group’s CCRs are mapped to external rating agency scales as follows: Internal Rating ANZ Customer Requirements Moody’s Rating Standard & Poors Rating Strong credit profile Demonstrated superior stability in their operating and financial Aaa - Baa3 AAA - BBB- performance over the long-term, and whose capacity is not significantly vulnerable to foreseeable events. Satisfactory risk Demonstrated sound operational and financial stability over the medium Ba1 - Ba3 BB+ - BB- to long-term — even though some may be susceptible to cyclical trends or variability in earnings. Sub-standard but not Demonstrated some operational and financial instability, with variability B1 - Caa B+ - CCC past due nor impaired and uncertainty in profitability and liquidity projected to continue over the short and possibly medium term.

104 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16. FINANCIAL RISK MANAGEMENT (continued) CREDIT RISK (continued) MAXIMUM EXPOSURE TO CREDIT RISK For financial assets recognised on the balance sheet, the maximum exposure to credit risk is the carrying amount. In certain circumstances there may be differences between the carrying amounts reported on the balance sheet and the amounts reported in the tables below. Principally, these differences arise in respect of financial assets that are subject to risks other than credit risk, such as equity instruments which are primarily subject to market risk, or bank notes and coins. For undrawn facilities, this maximum exposure to credit risk is the full amount of the committed facilities. For contingent exposures, the maximum exposure to credit risk is the maximum amount the group would have to pay if the instrument is called upon. The table below shows our maximum exposure to credit risk of on-balance sheet and off-balance sheet positions before taking account of any collateral held or other credit enhancements. Maximum exposure Reported Excluded1/Other2 to credit risk 2017 2016 2017 2016 2017 2016 $m $m $m $m $m $m On-balance sheet positions Net loans and advances2 580,293 575,852 (562) (660) 580,855 576,512 Other financial assets: Cash and cash equivalents 68,048 66,220 1,544 1,457 66,504 64,763 Settlement balances owed to ANZ 5,504 4,406 5,504 4,406 - - Collateral paid 8,987 12,723 - - 8,987 12,723 Trading securities 43,605 47,188 4,713 6,597 38,892 40,591 Derivative financial instruments 62,518 87,496 - - 62,518 87,496 Available-for-sale assets 69,384 63,113 747 855 68,637 62,258 Regulatory deposits 2,015 2,296 - - 2,015 2,296 Investments backing policy liabilities 37,964 35,656 37,964 35,656 - - Other financial assets3 3,764 3,541 - - 3,764 3,541 Total other financial assets 301,789 322,639 50,472 48,971 251,317 273,668 Subtotal 882,082 898,491 49,910 48,311 832,172 850,180 Off-balance sheet positions Undrawn and contingent facilities2, 4 232,162 245,189 562 660 231,600 244,529 Total 1,114,244 1,143,680 50,472 48,971 1,063,772 1,094,709

1. Excluded comprises bank notes and coins and cash at bank within liquid assets, equity securities within available-for-sale financial assets and investments relating to the insurance business where the credit risk is passed onto the policy holder. In 2017, equity securities and precious metal exposures recognised as trading securities and trade dated assets recognised as settlement balances owed to ANZ have been excluded as they do not carry credit risk. Comparatives have been restated accordingly. 2. Other relates to the transfer of individual and collective provisions related to off-balance sheet facilities held in net loans and advances. The provisions are transferred for the purposes of showing the maximum exposure to credit risk by relevant facility type in this and the following tables. Net loans and advances include loans and advances held for sale. 3. Other financial assets mainly comprise accrued interest, insurance receivables and acceptances. 4. Undrawn facilities and contingent facilities includes guarantees, letters of credit and performance related contingencies.

105 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. FINANCIAL RISK MANAGEMENT (continued) CREDIT RISK (continued) CREDIT QUALITY The table below provides an analysis of the credit quality of the maximum exposure to credit risk split by: •• neither past due nor impaired financial assets by credit quality; •• past due but not impaired assets by ageing; and •• restructured and impaired assets presented as gross amounts and net of individual provisions. Off-balance sheet Net loans Other financial credit related and advances assets commitments Total 2017 2016 2017 2016 2017 2016 2017 2016 $m $m $m $m $m $m $m $m Neither past due nor impaired Strong credit profile 409,119 432,049 246,774 268,744 189,811 200,510 845,704 901,303 Satisfactory risk1 138,018 110,861 4,429 4,567 39,765 41,500 182,212 156,928 Sub-standard but not past due or impaired 17,517 18,182 114 343 1,943 2,438 19,574 20,963 Subtotal 564,654 561,092 251,317 273,654 231,519 244,448 1,047,490 1,079,194 Past due but not impaired ≥ 1 < 30 days 8,790 7,966 - - - - 8,790 7,966 ≥ 30 < 60 days 2,143 1,910 - - - - 2,143 1,910 ≥ 60 < 90 days 1,148 1,070 - - - - 1,148 1,070 ≥ 90 days 2,953 2,703 - - - - 2,953 2,703 Subtotal 15,034 13,649 - - - - 15,034 13,649 Restructured and impaired Impaired loans 2,118 2,646 - - - - 2,118 2,646 Restructured items2 167 403 - - - - 167 403 Non-performing commitments and contingencies - - - - 99 110 99 110 Other - - - 14 - - - 14 Gross impaired financial assets 2,285 3,049 - 14 99 110 2,384 3,173 Individual provisions (1,118) (1,278) - - (18) (29) (1,136) (1,307) Subtotal restructured and net impaired 1,167 1,771 - 14 81 81 1,248 1,866 Total 580,855 576,512 251,317 273,668 231,600 244,529 1,063,772 1,094,709

1. Movement in credit profile in 2017 was due to the implementation of ANZ’s revised Capital Mortgage model, which re-rated the Australian mortgage portfolio. 2. Restructured items are facilities in which the original contractual terms have been modified for reasons related to the financial difficulties of the customer. Restructuring may consist of reduction of interest, principal or other payments legally due, or an extension in maturity materially beyond those typically offered for new facilities with similar risk.

106 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16. FINANCIAL RISK MANAGEMENT (continued) CREDIT RISK (continued) CONCENTRATIONS OF CREDIT RISK Credit risk becomes concentrated when a number of customers are engaged in similar activities, have similar economic characteristics, or have similar activities within the same geographic region – therefore, they may be similarly affected by changes in economic or other conditions. The Group monitors its credit portfolio to manage risk concentration and rebalance the portfolio. The Group also applies single customer counterparty limits to protect against unacceptably large exposures to one single customer. Composition of financial instruments that give rise to credit risk by industry group are presented below: Off-balance sheet Loans Other financial credit related and advances assets commitments Total 2017 2016 2017 2016 2017 2016 2017 2016 $m $m $m $m $m $m $m $m Agriculture, forestry, fishing and mining 35,592 37,003 773 1,045 16,093 17,090 52,458 55,138 Business services 8,413 7,846 182 240 7,251 7,420 15,846 15,506 Construction 6,965 7,265 84 120 6,419 6,668 13,468 14,053 Electricity, gas and water supply 6,472 6,388 1,186 2,007 6,103 5,900 13,761 14,295 Entertainment, leisure and tourism 12,462 11,972 447 615 3,650 3,629 16,559 16,216 Financial, investment and insurance 39,741 39,094 162,198 191,081 29,640 22,207 231,579 252,382 Government and official institutions 2,307 2,224 73,904 65,295 2,733 3,084 78,944 70,603 Manufacturing 21,107 22,913 2,691 3,475 38,872 45,597 62,670 71,985 Personal lending 352,841 346,922 1,902 2,428 62,090 70,156 416,833 419,506 Property services 42,514 41,487 838 1,402 13,057 14,611 56,409 57,500 Retail trade 13,375 13,331 321 451 6,506 6,748 20,202 20,530 Transport and storage 11,884 13,148 1,163 1,685 6,998 6,942 20,045 21,775 Wholesale trade 14,178 14,799 2,817 2,680 20,501 25,630 37,496 43,109 Other 15,593 15,123 2,811 1,144 12,249 9,507 30,653 25,774 Gross total 583,444 579,515 251,317 273,668 232,162 245,189 1,066,923 1,098,372 Provision for credit impairment (3,236) (3,523) - - (562) (660) (3,798) (4,183) Subtotal 580,208 575,992 251,317 273,668 231,600 244,529 1,063,125 1,094,189 Unearned income (411) (544) - - - - (411) (544) Capitalised brokerage/mortgage 1,058 1,064 - - - - 1,058 1,064 origination fees Maximum exposure to credit risk 580,855 576,512 251,317 273,668 231,600 244,529 1,063,772 1,094,709

107 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. FINANCIAL RISK MANAGEMENT (continued) CREDIT RISK (continued) COLLATERAL MANAGEMENT We use collateral for on and off-balance sheet exposures to mitigate credit risk if a counterparty cannot meet its repayment obligations from its expected cashflows. For some products, the collateral provided by customers is fundamental to the product’s structuring, so it is not strictly the secondary source of repayment - for example, lending secured by trade receivables is typically repaid by the collection of those receivables. The nature of collateral or security held for the relevant classes of financial assets is as follows:

Loans – housing Housing loans are secured by mortgage(s) over property and additional security may take the form and personal of guarantees and deposits. Personal lending (including credit cards and overdrafts) is predominantly unsecured. If we take security, then it is restricted to eligible vehicles, motor homes and other assets. Loans – business Business loans may be secured, partially secured or unsecured. Typically, we take security by way of a mortgage over property and/or a charge over the business or other assets. If appropriate, we may take other security to mitigate the credit risk – for example: guarantees, standby letters of credit or derivative protection. Trading securities, Available- For trading securities, we do not seek collateral directly from the issuer or counterparty. However, the for-sale assets, Derivatives collateral may be implicit in the terms of the instrument (for example, with an asset-backed security). and Other financial assets The terms of debt securities may include collateralisation. For derivatives, we typically terminate all contracts with the counterparty and settle on a net basis at market levels current at the time of a counterparty default under International Swaps and Derivatives Association (ISDA) Master Agreements. Our preferred practice is to use a Credit Support Annex (CSA) to the ISDA so that open derivative positions with the counterparty are aggregated and cash collateral (or other forms of eligible collateral) is exchanged daily. The collateral is provided by the counterparty when their position is out of the money (or provided to the counterparty by ANZ when our position is out of the money). The table below shows the estimated value of collateral we hold and the net unsecured portion of credit exposures: Unsecured portion of Credit exposure Total value of collateral credit exposure 2017 2016 2017 2016 2017 2016 $m $m $m $m $m $m Net loans and advances 580,855 576,512 474,746 461,271 106,109 115,241 Other financial assets 251,317 273,668 25,429 30,968 225,888 242,700 Off-balance sheet positions 231,600 244,529 46,083 49,786 185,517 194,743 Total 1,063,772 1,094,709 546,258 542,025 517,514 552,684

108 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16. FINANCIAL RISK MANAGEMENT (continued)

MARKET RISK MARKET RISK OVERVIEW, MANAGEMENT AND CONTROL RESPONSIBILITIES Market risk stems from ANZ’s trading and balance sheet management activities, the impact of changes and correlation between interest rates, foreign exchange rates, credit spreads and volatility in bond, commodity or equity prices. The BRC delegates responsibility for day-to-day management of both market risks and compliance with market risk policies to the Credit & Market Risk Committee (CMRC) and the Group Asset & Liability Committee (GALCO). Within overall strategies and policies established by the BRC, business units and risk management have joint responsibility for the control of market risk at the Group level. The Market Risk team (a specialist risk management unit independent of the business) allocates market risk limits at various levels and monitors and reports on them daily. This detailed framework allocates individual limits to manage and control exposures using risk factors and profit and loss limits. Management, measurement and reporting of market risk, the management of market risk is undertaken in two broad categories: Traded Market Risk Non-Traded Market Risk Risk of loss from changes in the value of financial instruments due to Risk of loss associated with the management of non-traded interest rate movements in price factors for both physical and derivative trading risk, liquidity risk and foreign exchange exposures. This includes interest positions. Principal risk categories monitored are: rate risk in the banking book. This risk of loss arises from adverse changes 1. Currency risk – potential loss arising from changes in foreign in the overall and relative level of interest rates for different tenors, exchange rates or their implied volatilities. differences in the actual versus expected net interest margin, and the potential valuation risk associated with embedded options in financial 2. Interest rate risk – potential loss from changes in market instruments and bank products. interest rates or their implied volatilities. 3. Credit spread risk – potential loss arising from a movement in margin or spread relative to a benchmark. 4. Commodity risk – potential loss arising from changes in commodity prices or their implied volatilities. 5. Equity risk – potential loss arising from changes in equity prices.

MEASUREMENT OF MARKET RISK We primarily manage and control market risk using Value at Risk (VaR), sensitivity analysis and stress testing. VaR gauges the Group’s possible daily loss based on historical market movements. The Group’s VaR approach for both traded and non-traded risk is historical simulation. We use historical changes in market rates, prices and volatilities over: •• the previous 500 business days, to calculate standard VaR; and •• a 1-year stressed period, to calculate stressed VaR. We calculate traded and non-traded VaR using one-day and ten-day holding periods. For stressed VaR, we use a ten-day period. Back testing is used to ensure our VaR models remain accurate. ANZ measures VaR at a 99% confidence interval which means there is a 99% chance that a loss will not exceed the VaR on any given day.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. FINANCIAL RISK MANAGEMENT (continued)

MARKET RISK (continued) TRADED AND NON-TRADED MARKET RISK Traded market risk The table below shows the traded market risk VaR on a diversified basis by risk categories:

30 September 2017 30 September 2016

High for Low for Average High for Low for Average As at year year for year As at year year for year $m $m $m $m $m $m $m $m Traded value at risk 99% confidence Foreign exchange 4.2 10.5 2.5 5.1 4.0 11.4 2.2 5.2 Interest rate 6.3 21.3 5.1 7.9 4.7 20.1 4.1 9.1 Credit 4.4 5.4 2.0 3.4 3.3 4.6 2.2 3.2 Commodity 2.2 3.8 1.4 2.1 2.5 2.8 1.1 1.7 Equity - 0.5 - 0.2 0.5 2.0 0.1 0.2 Diversification benefit1 (7.6) n/a n/a (7.7) (6.8) n/a n/a (6.2) Total VaR 9.5 24.9 6.9 11.0 8.2 25.4 6.1 13.2

1. The diversification benefit reflects risks that offset across categories. The high and low VaR figures reported for each factor did not necessarily occur on the same day as the high and low VaR reported for the Group as a whole. Consequently, a diversification benefit for high and low would not be meaningful and is therefore omitted from the table.

Non-traded market risk Balance sheet risk management The principal objectives of balance sheet risk management are to maintain acceptable levels of interest rate and liquidity risk to mitigate the negative impact of movements in interest rates on the earnings and market value of the Group’s banking book, while ensuring the Group maintains sufficient liquidity to meet its obligations as they fall due.

Interest rate risk management Non-traded interest rate risk relates to the potential adverse impact of changes in market interest rates on the Group’s future net interest income. This risk arises from two principal sources, namely mismatches between the repricing dates of interest bearing assets and liabilities; and the investment of capital and other non-interest bearing liabilities in interest bearing assets. Interest rate risk is reported using VaR and scenario analysis (based on the impact of a 1% rate shock). The table below shows VaR figures for non-traded interest rate risk for the combined Group as well as Australia, New Zealand and Asia Pacific, Europe and Americas (APEA) geographies which are calculated separately.

30 September 2017 30 September 2016

High for Low for Average High for Low for Average As at year year for year As at year year for year $m $m $m $m $m $m $m $m Non-traded value at risk 99% confidence Australia 31.6 37.5 25.9 31.3 38.4 40.6 28.0 33.7 New Zealand 11.8 15.1 11.1 12.4 11.4 11.4 8.8 10.0 APEA 14.6 19.0 14.3 15.9 14.7 17.3 14.4 15.8 Diversification benefit1 (20.6) n/a n/a (19.7) (24.0) n/a n/a (22.9) Total VaR 37.4 44.0 33.5 39.9 40.5 44.7 31.3 36.6

1. The diversification benefit reflects the historical correlation between the regions. The high and low VaR figures reported for the region did not necessarily occur on the same day as the high and low VaR reported for the Group as a whole. Consequently, a diversification benefit for high and low would not be meaningful and is therefore omitted from the table.

110 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16. FINANCIAL RISK MANAGEMENT (continued)

MARKET RISK (continued) We undertake scenario analysis to stress test the impact of extreme events on the Group’s market risk exposures. We model an 1% overnight parallel positive shift in the yield curve to determine the potential impact on our net interest income over the next 12 months. This is a standard risk measure which assumes the parallel shift is reflected in all wholesale and customer rates. The table below shows the outcome of this risk measure for the current and previous financial years, expressed as a percentage of reported net interest income. A positive number signifies that a rate increase is positive for net interest income over the next 12 months.

2017 2016 Impact of 1% rate shock As at period end 0.52% 0.37% Maximum exposure 0.65% 0.48% Minimum exposure 0.01% 0.00% Average exposure (in absolute terms) 0.28% 0.21%

EQUITY SECURITIES CLASSIFIED AS AVAILABLE-FOR-SALE Our available-for-sale financial assets contain equity investment holdings which predominantly comprise investments we hold for longer-term strategic reasons. The market risk impact on these equity investments is not captured by the Group’s VaR processes for traded and non-traded market risks. Therefore, the Group regularly reviews the valuations of the investments within the portfolio and assesses whether the investments are impaired based on the recognition and measurement policies set out in Note 11 Available-for-sale Assets.

FOREIGN CURRENCY RISK – STRUCTURAL EXPOSURES Our investment of capital in foreign operations — for example, branches, subsidiaries or associates with functional currencies other than the Australian Dollar — exposes the Group to the risk of changes in foreign exchange rates. Variations in the value of these foreign operations arising as a result of exchange differences are reflected in the foreign currency translation reserve in equity. Where it is considered appropriate, the Group takes out economic hedges against larger foreign exchange denominated revenue streams (primarily New Zealand Dollar, US Dollar and US Dollar correlated). The primary objective of hedging is to ensure that, if practical, the consolidated capital ratios are neutral to the effect of changes in exchange rates. During the current and prior years, we had selective hedges in place. Further detail on the Group’s hedging relationships is disclosed in Note 10 Derivative Financial Instruments.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. FINANCIAL RISK MANAGEMENT (continued)

LIQUIDITY AND FUNDING RISK LIQUIDITY RISK OVERVIEW, MANAGEMENT AND CONTROL RESPONSIBILITIES Liquidity risk is the risk that the Group is either: •• unable to meet its payment obligations (including repaying depositors or maturing wholesale debt) when they fall due; or •• does not have the appropriate amount, tenor and composition of funding and liquidity to support its assets. Management of liquidity and funding risks are overseen by GALCO. The Group’s liquidity and funding risks are governed by a set of principles approved by the BRC and include: •• maintaining the ability to meet all payment obligations in the immediate term; •• ensuring that the Group has the ability to meet ‘survival horizons’ under a range of ANZ specific, and general market, liquidity stress scenarios, at the site and Group-wide level, to meet cash flow obligations over the short to medium term; •• maintaining strength in the Group’s balance sheet structure to ensure long term resilience in the liquidity and funding risk profile; •• ensuring the liquidity management framework is compatible with local regulatory requirements; •• preparing daily liquidity reports and scenario analysis to quantify the Group’s positions; •• targeting a diversified funding base to avoid undue concentrations by investor type, maturity, market source and currency; •• holding a portfolio of high quality liquid assets to protect against adverse funding conditions and to support day-to-day operations; and •• establishing detailed contingency plans to cover different liquidity crisis events.

KEY AREAS OF MEASUREMENT FOR LIQUIDITY RISK Scenario modelling of funding sources ANZ’s liquidity risk appetite is defined by a range of regulatory and internal liquidity metrics mandated by the Board. The metrics cover a range of scenarios of varying duration and level of severity. A key component of this framework is the Liquidity Coverage Ratio (LCR), which is a severe short term liquidity stress scenario mandated by banking regulators including APRA. As part of meeting LCR requirements, the Group has a Committed Liquidity Facility (CLF) with the Reserve Bank of Australia. The CLF has been established to offset the shortage of available High Quality Liquid Assets (HQLA) in Australia and provides an alternative form of contingent liquidity. The total amount of the CLF available to a qualifying Australian Deposit-taking Institution is set annually by APRA. From 1 January 2017, ANZ’s CLF is $43.8 billion (2016 calendar year end: $50.3 billion).

Liquid assets The Group holds a portfolio of high quality (unencumbered) liquid assets to protect the Group’s liquidity position in a severely stressed environment, to meet regulatory requirements. HQLA comprise three categories consistent with Basel III LCR requirements: •• HQLA1 – Cash and highest credit quality government, central bank or public sector securities eligible for repurchase with central banks to provide same-day liquidity. •• HQLA2 – High credit quality government, central bank or public sector securities, high quality corporate debt securities and high quality covered bonds eligible for repurchase with central banks to provide same-day liquidity. •• Alternative liquid assets (ALA) – Assets qualifying as collateral for the CLF and eligible securities listed by Reserve Bank of New Zealand (RBNZ).

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16. FINANCIAL RISK MANAGEMENT (continued)

LIQUIDITY AND FUNDING RISK (continued) Average for year1 2017 2016 $bn $bn Market values post discount HQLA12 127.8 118.5 HQLA2 4.5 3.7 Internal Residential Mortgage Backed Securities (Australia)2 32.0 35.2 Internal Residential Mortgage Backed Securities (New Zealand)3 0.9 1.3 Other ALA4 15.3 18.1 Total liquid assets 180.5 176.8

Cash flows modelled under stress scenario Cash outflows 173.6 181.9 Cash inflows 39.7 41.1 Net cash outflows 133.9 140.8

Liquidity Coverage Ratio (%)5 135% 126%

1. Average for year is calculated as prescribed by APRA Prudential Regulatory Standard (APS 210 Liquidity) and consistent with APS 330 requirements. 2. RBA open repo arrangement netted down from CLF, with a corresponding increase in HQLA. 3. New Zealand LCR surplus is excluded from NZ internal Residential Mortgage Backed Securities, consistent with APS 330 treatment. 4. Comprised of assets qualifying as collateral for the CLF, excluding internal RMBS, up to approved facility limit; and any liquid assets contained in the RBNZ’s Liquidity Policy – Annex: Liquidity Assets – Prudential Supervision Department Document BS13A12. 5. All currency Level 2 LCR.

Liquidity crisis contingency planning The Group maintains APRA-endorsed liquidity crisis contingency plans for analysing and responding to a liquidity threatening event at a country and Group-wide level. Key liquidity contingency crisis planning requirements and guidelines include: Ongoing business management Early signs/mild stress Severe Stress •• Establish crisis/severity levels •• Monitoring and review •• Activate contingency funding plans •• Liquidity limits •• Management actions not requiring •• Management actions for altering asset •• Early warning indicators business rationalisation and liability behaviour Assigned responsibility for internal and external communications and the appropriate timing to communicate.

Since the precise nature of any stress event cannot be known in advance, we design the plans to be flexible to the nature and severity of the stress event with multiple variables able to be accommodated in any plan. Group funding The Group monitors the composition and stability of its funding so that it remains within the Group’s funding risk appetite. This approach ensures that an appropriate proportion of the Group’s assets are funded by stable funding sources, including customer deposits; longer-dated wholesale funding (with a remaining term exceeding one year); and equity. Funding plans prepared Considerations in preparing funding plans •• 3 year strategic plan prepared annually •• Customer balance sheet growth •• Annual funding plan as part of budgeting process •• Changes in wholesale funding including: targeted funding volumes; •• Forecasting in light of actual results as a calibration to the annual plan markets; investors; tenors; and currencies for senior, secured, subordinated, hybrid transactions and market conditions

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. FINANCIAL RISK MANAGEMENT (continued)

LIQUIDITY AND FUNDING RISK (continued) FUNDING POSITION During the year ended 30 September 2017, the Group issued $22.0 billion of term wholesale debt (excluding Additional Tier 1 Capital) with a remaining term greater than one year (2016: $32.1 billion). The weighted average tenor of new term debt was 5.3 years (2016: 5.5 years). The following tables represent the Group’s funding composition at 30 September: 2017 2016 $m $m Customer deposits and other liabilities1 Customer deposits 467,630 449,623 Other funding liabilities2,3 12,838 14,049 Total customer liabilities (funding) 480,468 463,672

Wholesale funding4 Debt issuances 107,973 113,044 Certificates of deposit 55,222 61,429 Commercial paper 18,023 19,349 Other wholesale borrowings2,5,6 65,441 65,924 Total wholesale funding 246,659 259,746 Shareholders' equity 59,075 57,927 Total funding 786,202 781,345

2017 2016 $m $m Funded assets Other short term assets & trade finance assets7 58,576 65,800 Liquids6 169,317 161,302 Short term funded assets 227,893 227,102 Lending & fixed assets8 558,309 554,243 Total funded assets 786,202 781,345

Funding liabilities4,6 Other short term liabilities2 46,021 49,288 Short term funding 62,119 69,028 Term funding < 12 months 18,872 23,668 Other customer and central bank deposits1,2,9 78,652 79,115 Total short term funding liabilities 205,664 221,099 Stable customer deposits1,10 421,172 402,146 Term funding > 12 months 91,840 90,708 Shareholders' equity and hybrid debt 67,526 67,392 Total stable funding 580,538 560,246 Total funding 786,202 781,345

1. Includes term deposits, other deposits and an adjustment to eliminate Wealth Australia investments in ANZ deposit products. 2. Securitites sold under repurchase agreements reclassified to align with current period presentation. 3. Includes interest accruals, payables and other liabilities, provisions and net tax provisions, excluding other liabilities in Wealth Australia. 4. Excludes liability for acceptances as they do not provide net funding. 5. Includes borrowings from banks, securitites sold under repurchase agreements, net derivative balances, special purpose vehicles and other borrowings. 6. Includes RBA open-repo arrangement netted down by the exchange settlement account cash balance. 7. Includes short-dated assets such as trading securities, available-for-sale securities, trade dated assets and trade finance loans. 8. Excludes trade finance loans. 9. Total customer liabilities (funding) plus central bank deposits less stable customer deposits. 10. Stable customer deposits represent operational type deposits or those sourced from retail/business/corporate customers and the stable component of other funding liabilities.

114 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

16. FINANCIAL RISK MANAGEMENT (continued)

LIQUIDITY AND FUNDING RISK (continued) RESIDUAL CONTRACTUAL MATURITY ANALYSIS OF THE GROUP’S LIABILITIES The tables below provides residual contractual maturity analysis of financial liabilities at 30 September within relevant maturity groupings. All outstanding Debt Issuance and Subordinated Debt is profiled on the earliest date on which the Group may be required to pay. All at-call liabilities are reported in the “Less than 3 month” category. Any other items without a specified maturity date are included in the “After 5 years” category. The amounts represent principal and interest cash flows - so they may differ from equivalent amounts reported on balance sheet. It should be noted that this is not how the Group manages its liquidity risk. The management of this risk is detailed on page 112. Less than 3 to 12 1 to 5 After 3 months months years 5 years Total 2017 $m $m $m $m $m Settlement balances owed by ANZ 9,914 - - - 9,914 Collateral received 5,919 - - - 5,919 Deposits and other borrowings 490,282 94,449 19,003 145 603,879 Policy liabilities 37,075 2 19 352 37,448 External unit holder liabilities (life insurance funds) 4,435 - - - 4,435 Liability for acceptances 614 - - - 614 Debt issuances1,2 4,673 15,290 75,732 24,131 119,826 Derivative liabilities (trading)3 51,556 - - - 51,556 Derivative assets and liabilities (balance sheet management) - Funding Receive leg (18,598) (20,058) (82,876) (29,295) (150,827) Pay leg 18,374 19,830 83,827 29,659 151,690 - Other balance sheet management Receive leg (28,031) (8,685) (14,900) (5,021) (56,637) Pay leg 28,246 9,152 17,024 5,552 59,974

Less than 3 to 12 1 to 5 After 3 months months years 5 years Total 2016 $m $m $m $m $m Settlement balances owed by ANZ 10,625 - - - 10,625 Collateral received 6,386 - - - 6,386 Deposits and other borrowings 483,364 86,442 21,426 464 591,696 Policy liabilities 35,910 1 29 205 36,145 External unit holder liabilities (life insurance funds) 3,333 - - - 3,333 Liability for acceptances 569 - - - 569 Debt issuances1,2 11,057 20,348 68,963 25,406 125,774 Derivative liabilities (trading)3 73,592 - - - 73,592 Derivative assets and liabilities (balance sheet management) - Funding Receive leg (35,443) (26,506) (85,478) (31,163) (178,590) Pay leg 35,927 25,920 84,703 31,221 177,771 - Other balance sheet management Receive leg4 (22,629) (9,685) (14,534) (6,610) (53,458) Pay leg4 22,820 10,321 16,436 8,168 57,745

1. Any callable wholesale debt instruments have been included at their next call date. 2. Includes subordinated debt instruments that may be settled in cash or in equity, at the option of the Company, and perpetual investments at next call date. 3. The full mark-to-market of derivative liabilities held for trading purposes is included in the ‘less than 3 months’ category. 4. Prior year’s profile has been restated to ensure comparability.

At 30 September 2017, $191,323 million (2016: $207,410 million) of the Group’s undrawn facilities and $40,839 million (2016: $37,779 million) of its issued guarantees mature in less than 1 year, based on the earliest date on which the Group may be required to pay.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

17. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES The Group carries a significant number of financial instruments on the balance sheet at fair value. The fair value of a financial instrument is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date.

VALUATION OF FINANCIAL INSTRUMENTS The Group has an established control framework, including an appropriate segregation of duties, to ensure that fair values are accurately determined, reported and controlled. The framework includes the following features: •• products are approved for transacting with external customers and counterparties only where fair values can be appropriately determined; •• when using quoted market prices to value an instrument, these are independently verified from external sources; •• fair value methodologies and inputs are evaluated and approved by a function independent of the party that undertakes the transaction; •• movements in fair values are independently monitored and explained by reference to underlying factors relevant to the fair value; and •• valuation adjustments (such as FVA, CVA and bid-offer) are independently validated and monitored. If the Group holds offsetting risk positions, then the Group uses the portfolio exemption in AASB 13Fair Value Measurement (AASB 13) to measure the fair value of such groups of financial assets and financial liabilities. We measure the portfolio based on the price that would be received to sell a net long position (an asset) for a particular risk exposure, or to transfer a net short position (a liability) for a particular risk exposure.

FAIR VALUE APPROACH AND VALUATION TECHNIQUES We use valuation techniques to estimate the fair value of financial assets and liabilities for recognition, measurement and disclosure purposes where no quoted market price for the instrument exists. For those purposes, we use the following approaches:

Financial Asset or Liability Fair Value Approach Financial instruments classified as: In instances where there is no quoted market price, modelled valuation techniques are - trading securities used that incorporate observable market inputs for securities with similar credit risk, maturity and yield characteristics; and/or current market yields for similar instruments. - securities short sold - derivative financial assets and liabilities - available-for-sale assets, and - investments backing policy liabilities Net loans and advances, deposits and other Discounted cash flow techniques in which contractual future cash flows of the instrument borrowings and debt issuances are discounted using discount rates incorporating wholesale market rates, or market borrowing rates, for debt with similar maturities or with a yield curve appropriate for the remaining term to maturity. Life investment contract liabilities and external Valuation based on the fair value of the asset backing policy liabilities using observable unit holder liabilities (life insurance funds) inputs. Refer to Note 29 Life Insurance Business. Non-financial instrument component of assets Valuation based on the agreed foreign currency sales price combined with the applicable held for sale foreign exchange rate less an estimate of the costs to dispose of the assets.

116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued)

CLASSIFICATION OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES The following tables set out the classification of financial asset and liability categories according to measurement bases together with their carrying amounts as reported on the balance sheet. 2017 2016

At At At At Fair value amortised fair amortised fair details refer cost value Total cost value Total to Note $m $m $m $m $m $m Financial assets Cash and cash equivalents 68,048 - 68,048 66,220 - 66,220 Settlement balances owed to ANZ 5,504 - 5,504 4,406 - 4,406 Collateral paid 8,987 - 8,987 12,723 - 12,723 Trading securities 9 - 43,605 43,605 - 47,188 47,188 Derivative financial instruments 10 - 62,518 62,518 - 87,496 87,496 Available-for-sale assets 11 - 69,384 69,384 - 63,113 63,113 Net loans and advances 12 574,175 156 574,331 575,440 412 575,852 Regulatory deposits 2,015 - 2,015 2,296 - 2,296 Assets held for sale1 5,966 - 5,966 - - - Investments backing policy liabilities 29 - 37,964 37,964 - 35,656 35,656 Other financial assets 4,364 - 4,364 4,198 - 4,198 Total 669,059 213,627 882,686 665,283 233,865 899,148 Financial liabilities Settlement balances owed by ANZ 9,914 - 9,914 10,625 - 10,625 Collateral received 5,919 - 5,919 6,386 - 6,386 Deposits and other borrowings 14 592,114 3,497 595,611 583,002 5,193 588,195 Derivative financial instruments 10 - 62,252 62,252 - 88,725 88,725 Liabilities held for sale1 4,635 - 4,635 - - - Policy liabilities2 29 342 37,106 37,448 190 35,955 36,145 External unit holder liabilities (life insurance funds)3 - 4,435 4,435 - 3,333 3,333 Payables and other liabilities 6,458 1,892 8,350 6,485 2,380 8,865 Debt issuances 106,221 1,752 107,973 110,852 2,192 113,044 Total 725,603 110,934 836,537 717,540 137,778 855,318 1. Assets held for sale and liabilities held for sale include only the components of assets or liabilities held for sale which are financial instruments. 2. Policy liabilities includes: • life insurance contract liabilities of $342 million (2016: $190 million) measured in accordance with AASB 1038 Life Insurance Contracts; and • life investment contract liabilities of $37,106 million (2016: $35,955 million) which have been designated at fair value through profit or loss under AASB 139 Financial Instruments: Recognition and Measurement. None of the fair value is attributable to changes in the credit risk of the life investment contract liabilities. 3. External unit holder liabilities are designated on initial recognition at fair value through profit or loss. FINANCIAL ASSETS AND FINANCIAL LIABILITIES CARRIED AT FAIR VALUE ON THE BALANCE SHEET The Group categorises financial assets and liabilities carried at fair value into a fair value hierarchy as required by AASB 13 based on the observability of inputs used to measure the fair value: •• Level 1 – valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities; •• Level 2 – valuations using inputs other than quoted prices included within Level 1 that are observable for a similar asset or liability, either directly or indirectly; and •• Level 3 – valuations using inputs for the asset or liability that are not based on observable market data (unobservable inputs).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

17. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued) The table below summarises the attribution of financial instruments carried at fair value to the fair value hierarchy: Fair value measurements

Quoted market price Using observable Using unobservable (Level 1) inputs (Level 2) inputs (Level 3) Total 2017 2016 2017 2016 2017 2016 2017 2016 $m $m $m $m $m $m $m $m Financial assets Trading securities1 40,435 44,856 3,170 2,332 - - 43,605 47,188 Derivative financial instruments 433 453 61,996 86,934 89 109 62,518 87,496 Available-for-sale assets1 61,694 55,294 7,479 7,580 211 239 69,384 63,113 Net loans and advances (measured at fair value) - - 156 397 - 15 156 412 Investments backing policy liabilities1 27,308 24,270 10,306 10,879 350 507 37,964 35,656 Assets held for sale2 - - 1,748 - - - 1,748 - Total 129,870 124,873 84,855 108,122 650 870 215,375 233,865 Financial liabilities Deposits and other borrowings (designated at fair value) - - 3,497 5,193 - - 3,497 5,193 Derivative financial instruments 275 408 61,900 88,215 77 102 62,252 88,725 Policy liabilities3 - - 37,106 35,955 - - 37,106 35,955 External unit holder liabilities (life insurance funds) - - 4,435 3,333 - - 4,435 3,333 Payables and other liabilities (measured at fair value)4 1,726 2,294 166 86 - - 1,892 2,380 Debt issuances (designated at fair value) - - 1,752 2,192 - - 1,752 2,192 Total 2,001 2,702 108,856 134,974 77 102 110,934 137,778

1. During the period we transferred:

• $713 million (2016: $495 million) from Level 1 to Level 2 following reduced trading activity in the associated securities; and • $44 million (2016: $53 million) from Level 2 to Level 1 following increased trading activity to support the quoted prices.

We deem transfers into and out of Level 1 and Level 2 to have occurred as at the beginning of the reporting period in which the transfer occurred. 2. The amount classified as Assets held for sale relates to non-financial instruments required to be measured at fair value less costs to sell in accordance with AASB 5 Non-current Assets Held for Sale and Discontinued Operations. 3. Policy liabilities relate only to life investment contract liabilities, as we designate these at fair value through profit or loss. 4. Payables and other liabilities relates to securities short sold, which we classify as held for trading and measured at fair value through profit or loss.

Level 3 fair value measurements The net balance of Level 3 financial instruments is an asset of $573 million (2016: $768 million). The financial instruments which incorporate significant unobservable inputs primarily include: •• structured credit products for which credit spreads and default probabilities relating to the reference assets and derivative counterparties cannot be observed; •• other derivatives, including reverse mortgage swaps for which the mortality rate cannot be observed; •• asset backed securities and illiquid corporate bonds for which the effect on the fair value of issuer credit cannot be directly or indirectly observed in the market; and •• investments in illiquid or suspended managed funds that are not currently redeemable. The movement in Investments backing policy liabilities classified as Level 3 is predominantly due to sales of assets in this category. Aside from this movement, there have been no significant movements or changes in the composition of the balance of Level 3 instruments that the Group carries at fair value during the current or prior periods.

118 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

17. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued)

Sensitivity to Level 3 data inputs If we make assumptions due to significant inputs not being directly observable in the market place (Level 3 inputs), then changing these assumptions changes the Group’s estimate of the instrument’s fair value. The majority of transactions in this category are ‘back-to-back’ in nature — that is, the Group either acts as a financial intermediary or hedges the market risks. As a result, changes in the Level 3 inputs generally have minimal impact on net profit and net assets of the Group. Deferred fair value gains and losses If we use unobservable data that is significant to the fair value of a financial instrument at initial recognition then we do not immediately recognise the difference between the transaction price and the amount we determine based on the valuation technique (day one gain or loss) in profit or loss. After initial recognition, we recognise the day one gain or loss in profit or loss over the life of the transaction on a straight line basis or until all inputs become observable. The day one gains and losses we defer are not significant. They predominately relate to derivative financial instruments. This is consistent with the low level of derivative transactions that the Group enters into which incorporate significant unobservable inputs. Fair value designation We designate certain loans and advances and certain deposits and other borrowings and debt issuances as fair value through profit or loss: •• where they contain a separable embedded derivative which may significantly modify the instruments' cash flow; or •• in order to eliminate an accounting mismatch which would arise if the asset or liabilities were otherwise carried at amortised cost. This mismatch arises as we measure the derivative financial instruments (which we acquired to mitigate interest rate risk of the assets or liabilities) at fair value through profit or loss. Our approach ensures that we recognise the fair value movements on the assets or liabilities in profit or loss in the same period as the movement on the associated derivatives. We may also designate certain loans and advances and certain deposits and other borrowings and debt issuances as fair value through profit or loss where they are managed on a fair value basis to align the measurement with how the instruments are managed.

FINANCIAL ASSETS AND FINANCIAL LIABILITIES NOT MEASURED AT FAIR VALUE The following sets out the Group’s basis of estimating fair values of the above financial instruments carried at amortised cost:

Financial Asset and Liability Fair Value Approach Net loans and advances to banks Discounted cash flows using prevailing market rates for loans with similar credit quality. Net loans and advances to customers Present value of future cash flows, discounted using a curve that incorporates changes in wholesale market rates, the Group’s cost of wholesale funding and the customer margin, as appropriate. Deposit liability without a specified maturity or at call The amount payable on demand at the reporting date. We do not adjust the fair value for any value we expect the Group to derive from retaining the deposit for a future period. Interest bearing fixed maturity deposits and other Market borrowing rates of interest for debt with a similar maturity are used to discount borrowings and acceptances with quoted market rates contractual cash flows to derive the fair value. Debt issuances Calculated based on quoted market prices or observable inputs as applicable. If quoted market prices are not available, we use a discounted cash flow model using a yield curve appropriate for the remaining term to maturity of the debt instrument. The fair value reflects adjustments to credit spreads applicable to ANZ for that instrument.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

17. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued)

The financial assets and financial liabilities listed in the table below are carried at amortised cost on the Group’s Balance Sheet. While this is the value at which we expect the assets will be realised and the liabilities settled, the Group provides an estimate of the fair value of the financial assets and financial liabilities at balance date in the table below. At amortised cost Categorised into fair value hierarchy Fair value (total)

With significant non- Quoted market price Using observable observable inputs (Level 1) inputs (Level 2) (Level 3)

2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 $M $m $m $m $m $m $m $m $m $m Financial assets Net loans and advances1 580,137 575,440 - - 558,013 551,575 22,310 24,649 580,323 576,224 Total 580,137 575,440 - - 558,013 551,575 22,310 24,649 580,323 576,224 Financial liabilities Deposits and other borrowings1 596,672 583,002 - - 596,862 583,420 - - 596,862 583,420 Debt issuances 106,221 110,852 45,836 47,186 61,663 64,332 - - 107,499 111,518 Total 702,893 693,854 45,836 47,186 658,525 647,752 - - 704,361 694,938

1. Net loans and advances and deposits and other borrowings include amounts reclassified to assets and liabilities held for sale (refer Note 28 Assets and Liabilities Held for Sale).

KEY JUDGEMENTS AND ESTIMATES

The Group evaluates the material accuracy of the valuations incorporated in the financial statements as they can involve a high degree of judgement and estimation in determining the carrying values of financial assets and liabilities at the balance sheet date. The majority of valuation models the Group uses employ only observable market data as inputs. However, for certain financial instruments, we may use data that is not readily observable in current markets. If we use unobservable market data, then we need to exercise more judgement to determine fair value depending on the significance of the unobservable input to the overall valuation. Generally, we derive unobservable inputs from other relevant market data and compare them to observed transaction prices where available. When establishing the fair value of a financial instrument using a valuation technique, the Group considers valuation adjustments in determining the fair value. We may apply adjustments (such as bid/offer spreads, credit valuation adjustments and funding valuation adjustments – refer Note 10 Derivative Financial Instruments) to the techniques used to reflect the Group’s assessment of factors that market participants would consider in setting fair value.

120 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

18. ASSETS CHARGED AS SECURITY FOR LIABILITIES AND COLLATERAL ACCEPTED AS SECURITY FOR ASSETS The following disclosure excludes the amounts presented as collateral paid and received in the Balance Sheet that relate to derivative liabilities and derivative assets respectively. The terms and conditions of those collateral agreements are included in the standard Credit Support Annex that forms part of the International Swaps and Derivatives Association Master Agreement.

ASSETS CHARGED AS SECURITY FOR LIABILITIES Assets charged as security for liabilities include the following types of instruments: •• Securities provided as collateral for repurchase transactions. These transactions are governed by standard industry agreements. •• UDC Secured Investments are secured by a security interest granted under a trust deed over all of UDC’s present and future assets and undertakings, to Trustees Executors Limited, as supervisor. The assets subject to the security interest comprise mainly loans to UDC's customers and certain plant and equipment. The security interest secures all amounts payable by UDC on the UDC Secured Investments and all other monies payable by UDC under the trust deed. •• Specified residential mortgages provided as security for notes and bonds issued to investors as part of ANZ’s covered bond programs. •• Collateral provided to central banks. •• Collateral provided to clearing houses. The amortised cost of assets pledged as security are as follows:

2017 2016 $m $m Securities sold under arrangements to repurchase1 36,242 26,637 Assets pledged as collateral for UDC Secured Investments 2,746 2,541 Covered bonds 29,353 31,790 Other 3,140 2,948

1. The amounts disclosed as securities sold under arrangements to repurchase include both: • assets pledged as security which continue to be recognised on the Group's balance sheet; and • assets repledged, which are included in the disclosure below.

COLLATERAL ACCEPTED AS SECURITY FOR ASSETS ANZ has received collateral associated with various financial instruments. Under certain transactions ANZ has the right to sell, or to repledge, the collateral received. These transactions are governed by standard industry agreements. The fair value of collateral we have received and that which we have sold or repledged is as follows:

2017 2016 $m $m Fair value of assets which can be sold or repledged 30,085 31,646 Fair value of assets sold or repledged 19,965 14,428

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

19. OFFSETTING We offset financial assets and liabilities in the balance sheet (in accordance with AASB 132Financial Instruments: Presentation) when there is: •• a current legally enforceable right to set off the recognised amounts in all circumstances; and •• an intention to settle the asset and liability on a net basis, or to realise the asset and settle the liability simultaneously. If the above conditions are not met, the financial assets and liabilities are presented on a gross basis. The Group does not have any arrangements that satisfy the conditions necessary to offset financial assets and financial liabilities within the balance sheet. The following table identifies financial assets and financial liabilities which have not been offset but are subject to enforceable master netting agreements (or similar arrangements) and the related amounts not offset in the balance sheet. We have not taken into account the effect of over collateralisation.

Amount subject to master netting agreement or similar Amounts not Total amounts subject to Financial recognised master netting collateral in the agreement or Financial (received)/ Net Balance Sheet similar Total instruments pledged amount 2017 $m $m $m $m $m $m Derivative assets 62,518 (3,226) 59,292 (49,243) (5,185) 4,864 Reverse repurchase, securities borrowing and 28,966 (5,289) 23,677 (819) (22,858) - similar agreements1 Total financial assets 91,484 (8,515) 82,969 (50,062) (28,043) 4,864 Derivative financial liabilities (62,252) 3,662 (58,590) 49,243 6,517 (2,830)

Repurchase, securities borrowing and similar (34,536) 9,590 (24,946) 819 24,127 - agreements2 Total financial liabilities (96,788) 13,252 (83,536) 50,062 30,644 (2,830) Amount subject to master netting agreement or similar Amounts not Total amounts subject to Financial recognised master netting collateral in the agreement or Financial (received)/ Net Balance Sheet similar Total instruments pledged amount 2016 $m $m $m $m $m $m Derivative assets 87,496 (3,944) 83,552 (71,394) (5,259) 6,899 Reverse repurchase, securities borrowing and 30,160 (11,320) 18,840 (707) (18,133) - similar agreements1 Total financial assets 117,656 (15,264) 102,392 (72,101) (23,392) 6,899 Derivative financial liabilities (88,725) 3,693 (85,032) 71,394 9,486 (4,152) Repurchase, securities borrowing and similar (25,049) 11,661 (13,388) 707 12,681 - agreements2 Total financial liabilities (113,774) 15,354 (98,420) 72,101 22,167 (4,152)

1. Reverse repurchase agreements: • with less than 90 days to maturity are presented in the Balance Sheet within cash and cash equivalents; or • with 90 days or more to maturity are presented in the Balance Sheet within net loans and advances. 2. Repurchase agreements are presented in the Balance Sheet within deposits and other borrowings.

122 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

20. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill1 Software Other Intangibles2 Total 2017 2016 2017 2016 2017 2016 2017 2016 $m $m $m $m $m $m $m $m Balance at start of year 4,729 4,597 2,202 2,893 741 822 7,672 8,312 Additions 5 - 404 431 - 1 409 432 Amortisation expense3 - - (567) (1,056) (73) (83) (640) (1,139) Impairment expense (3) - (17) (27) - - (20) (27) Impairment on reclassification of Retail Asia and (50) - (154) - - - (204) - Wealth businesses to held for sale Derecognised on disposal - - - - - (3) - (3) Transferred to held for sale (refer to Note 28) (122) - - - - - (122) - Foreign currency exchange difference (112) 132 (8) (39) (5) 4 (125) 97 Balance at end of year 4,447 4,729 1,860 2,202 663 741 6,970 7,672

Cost 4,447 4,729 6,092 6,022 1,358 1,396 11,897 12,147 Accumulated amortisation/impairment n/a n/a (4,232) (3,820) (695) (655) (4,927) (4,475) Carrying amount 4,447 4,729 1,860 2,202 663 741 6,970 7,672

1. Goodwill excludes notional goodwill in equity accounted investments. 2. Other intangible assets comprises: aligned advisor relationships, distribution agreements and management fee rights, acquired portfolio of Insurance and Investment business and other intangibles. 3. In 2016, we made a $556 million charge for accelerated amortisation associated with a change in the software capitalisation policy.

GOODWILL ALLOCATED TO CASH–GENERATING UNITS (CGUs) An annual assessment is made as to whether the current carrying value of goodwill is impaired. For the purposes of impairment testing, goodwill is allocated at the date of acquisition to a CGU. Goodwill is considered to be impaired if the carrying amount of the relevant CGU exceeds its recoverable amount. To estimate the recoverable amount of the CGU to which each goodwill component is allocated, we use a fair value less cost of disposal assessment approach for each segment, with the exception of Wealth Australia, for which the Group applied a value-in-use approach for the year ended 30 September 2017.

FAIR VALUE LESS COST OF DISPOSAL For those CGUs where the impairment assessment was undertaken using a market multiple approach, the Group has determined that the result represents the fair value less costs of disposal of each CGU, and is primarily based on observable price earnings multiples reflecting the businesses and markets in which each CGU operates plus a control premium. The earnings are based on the current forecast earnings of the divisions. As at 30 September 2017, our impairment testing did not result in any material impairment being identified. For each of ANZ’s CGUs with goodwill, the price earnings multiples applied were as follows:

Division 2017 2016 Australia 17.3 16.1 Institutional 15.4 13.7 New Zealand 17.0 16.1 Wealth Australia n/a 20.8 Asia Retail & Pacific1 17.3 13.7 1. In 2017, goodwill in this segment consists of amounts attributable to Pacific only.

VALUE-IN-USE – WEALTH AUSTRALIA Due to various strategic options being considered for certain components of the Wealth Australia CGU, we have undertaken a value-in-use assessment excluding ANZ Lenders Mortgage Insurance, ANZ Share Investing and ANZ Financial Planning businesses and compared this to the net assets of the CGU. The value-in-use is in excess of the net asset value and confirms our conclusion that the goodwill is not impaired. The valuation is based on the embedded value which represents the present value of future profits and releases of capital arising from the business in- force at the valuation date, and adjusted net assets. It is determined using best estimate assumptions with franking credits included at 70% of face value. Projected cash flows have been discounted using capital asset pricing model risk discount rates of 7.75% and 9.50%.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

20. GOODWILL AND OTHER INTANGIBLE ASSETS (continued)

RECOGNITION AND MEASUREMENT

The table below details how we recognise and measure different intangible assets: Intangible Goodwill Software Other Intangible Assets Definition Excess amount the Group has paid Purchases of off the shelf software Acquired portfolios of insurance and in acquiring a business over the assets are capitalised as assets. investment business, management fair value less costs of disposal of fee rights and aligned advisor Internal and external costs incurred the identifiable assets and liabilities relationships. in building software and computer acquired. systems costing greater than $20 million. Those less than $20 million are expensed in the year in which the costs are incurred. Carrying Cost less any accumulated Initially, measured at cost. Initially, measured at fair value at value impairment losses. acquisition. Subsequently, carried at cost less Allocated to the cash generating accumulated amortisation and Subsequently, carried at fair value unit to which the acquisition relates. impairment losses. less accumulated amortisation and impairment losses. Costs incurred in planning or evaluating software proposals or in maintaining systems after implementation are not capitalised. Useful life Indefinite. Except for major core infrastructure, Acquired portfolios of insurance and amortised over periods between investment business are amortised Goodwill is reviewed for 3-5 years. over periods between 15 and 23 years. impairment at least annually or when there is an indication of Major core infrastructure amortised Management fee rights with a finite impairment. over periods between 7 or 10 years. life are amortised over periods up to 7 years. Those with an indefinite life are reviewed for impairment at least annually or where there is an indication of impairment. Aligned advisor relationships are amortised over periods up to 8 years. Depreciation Not applicable. Straight-line method. Straight-line method. method

KEY JUDGEMENTS AND ESTIMATES

Management judgement is used to assess the recoverable value of goodwill, and other intangible assets, and the useful economic life of an asset (or if an asset has an indefinite life). We reassess the recoverability of the carrying value at each reporting date. The carrying amount of goodwill is based on judgements including the basis of assumptions and forecasts used for determining cash flows for CGUs, headroom availability, and sensitivities of the forecasts to reasonably possible changes in assumptions. The Group undertakes an annual assessment to evaluate whether the carrying value of goodwill on balance sheet is impaired. The level at which goodwill is allocated for testing, the estimation of future cash flows and the selection of discount rates or earnings multiples applied requires significant judgement. At each balance sheet date, software and other intangible assets are assessed for indicators of impairment. In addition, software and intangible assets not ready for use are tested annually for impairment. In the event that an asset’s carrying amount is determined to be greater than its recoverable amount, the carrying value of the asset is written down immediately.

124 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

21. SHAREHOLDERS’ EQUITY

SHAREHOLDERS’ EQUITY - SUMMARY

2017 2016 $m $m Ordinary share capital 29,088 28,765 Reserves Foreign currency translation reserve (196) 544 Share option reserve 87 79 Available-for-sale revaluation reserve 38 149 Cash flow hedge reserve 131 329 Transactions with non-controlling interests reserve (23) (23) Total reserves 37 1,078 Retained earnings 29,834 27,975 Share capital and reserves attributable to shareholders of the Company 58,959 57,818 Non-controlling interests 116 109 Total shareholders’ equity 59,075 57,927

ORDINARY SHARE CAPITAL The table below details the movement in ordinary shares for the period.

2017 2016

Number of Number of shares $m shares $m Balance at start of the year 2,927,476,660 28,765 2,902,714,361 28,367 Bonus option plan 2,880,009 - 3,516,214 - Dividend reinvestment plan 13,159,331 374 15,916,983 413 Group share option scheme - - 18,062 - Group employee share acquisition scheme1 - 56 5,311,040 138 Share buy-back (6,100,673) (176) - - Treasury shares in Wealth Australia2 - 69 - (153) Balance at end of year 2,937,415,327 29,088 2,927,476,660 28,765

1. The Company issued 7.5 million shares under the Dividend Reinvestment Plan and Bonus Option Plan for the 2017 interim dividend (8.6 million shares for the 2016 final dividend; 9.7 million shares for the 2016 interim dividend) and nil shares to satisfy obligations under the Group’s Employee share acquisition plans during 2017 (2016: 5.3 million shares). Following the provision of 7.5 million shares under the Dividend Reinvestment Plan and Bonus Option Plan for the 2017 interim dividend, the Company repurchased 6.1 million of shares via an on-market share buy-back resulting in 6.1 million shares being cancelled. 2. Treasury shares in ANZ Wealth Australia (AWA) are shares held in statutory funds as assets backing policy holder liabilities. AWA Treasury shares outstanding as at 30 September 2017 were 15,386,741 (2016: 17,705,880).

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

21. SHAREHOLDERS’ EQUITY (continued)

RECOGNITION AND MEASUREMENT

Ordinary shares Ordinary shares have no par value. They entitle holders to receive dividends, or proceeds available on winding up of the Company, in proportion to the number of fully paid ordinary shares held. They are recognised at the amount paid per ordinary share net of directly attributable costs. Every holder of fully paid ordinary shares present at a meeting in person, or by proxy, is entitled to: •• on a show of hands, one vote; and •• on a poll, one vote, for each share held. Treasury shares Treasury shares are shares in the Company which: •• the ANZ Employee Share Acquisition Plan purchases on market and have not yet distributed, or •• the Company issues to the ANZ Employee Share Acquisition Plan and have not yet been distributed, or •• the life insurance business purchases and holds to back policy liabilities in the statutory funds. Treasury shares are deducted from share capital and excluded from the weighted average number of ordinary shares used in the earnings per share calculations. Reserves: Foreign currency translation Includes differences arising on translation of assets and liabilities into Australian dollars reserve when the functional currency of a foreign operation (including subsidiaries and branches) is not Australian dollars. In this reserve, we reflect any offsetting gains or losses on hedging these exposures, together with any tax effect. Cash flow hedge reserve Includes fair value gains and losses associated with the effective portion of designated cash flow hedging instruments, net of deferred taxes to be realised when the position is settled. Available-for-sale reserve Includes the changes in fair value and exchange differences on our revaluation of available-for-sale financial assets, net of deferred taxes to be realised upon disposal of the asset. Share option reserve Includes amounts which arise on the recognition of share-based compensation expense. Transactions with non- Includes the impact of transactions with non-controlling shareholders in their capacity as controlling interests reserve shareholders. Non-controlling interests Share in the net assets of controlled entities attributable to equity interests which the Company does not own directly or indirectly.

126 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

22. CAPITAL MANAGEMENT

CAPITAL MANAGEMENT STRATEGY ANZ’s capital management strategy aims to protect the interests of depositors, creditors and shareholders. We achieve this through an Internal Capital Adequacy Assessment Process (ICAAP) whereby ANZ conducts detailed strategic and capital planning over a 3 year time horizon. The process involves: •• forecasting economic variables, financial performance of ANZ’s divisions and the financial impact of new strategic initiatives to be implemented during the planning period; •• performing stress tests under different economic scenarios to determine the level of additional capital (‘stress capital buffer’) needed to absorb losses that may be experienced under an economic downturn; •• reviewing capital ratios and targets across various classes of capital against ANZ’s risk profile; and •• developing a capital plan, taking into account capital ratio targets, current and future capital issuances requirements and options around capital products, timing and markets to execute the capital plan under differing market and economic conditions. The capital plan is approved by the Board and updated as required. The Board and senior management are provided with regular updates of ANZ’s capital position. Any actions required to ensure ongoing prudent capital management are submitted to the Board for approval. Throughout the year, the Group maintained compliance with all the regulatory requirements related to Capital Adequacy in the jurisdictions in which it operates.

REGULATORY ENVIRONMENT Australia As ANZ is an Authorised Deposit-taking Institution (ADI) in Australia, it is primarily regulated by APRA under the Banking Act 1959 (Cth). ANZ must comply with the minimum regulatory capital requirements, prudential capital ratios and specific reporting levels that APRA sets and which are consistent with the global Basel III capital framework. This is the common framework for determining the appropriate level of bank regulatory capital as set by the Basel Committee on Banking Supervision (“BCBS”). APRA requirements are summarised below:

Regulatory Capital Definition Common Equity Tier 1 (CET1) Capital Tier 1 Capital Tier 2 Capital Total Capital Shareholders’ equity adjusted CET1 Capital plus certain Subordinated debt instruments Tier 1 plus Tier 2 Capital. for specific items. securities with complying loss which have a minimum term absorbing characteristics known of 5 years at issue date. as Additional Tier 1 Capital. Minimum Prudential Capital Ratios (PCRs) CET1 Ratio Tier 1 Ratio Total Capital Ratio CET1 Capital divided by total Tier 1 Capital divided by total Total Capital divided by total risk weighted risk weighted assets must risk weighted assets must assets must be at least 8.0%. be at least 4.5%. be at least 6.0%. Reporting Levels Level 1 Level 2 Level 3 The ADI on a stand-alone basis (that is The consolidated Group less A conglomerate Group at the widest level. the Company and specified subsidiaries certain subsidiaries and associates which are consolidated to form the that are excluded under ADI’s Extended Licensed Entity). prudential standards.

ANZ reports to APRA on a Level 1 and Level 2 basis, and measures capital adequacy monthly on a Level 1 and Level 2 basis, and is not yet required to maintain capital on a Level 3 basis until at least 2019 (APRA have yet to conclude required timing for Level 3 reporting).

Life Insurance and Funds Management As required by APRA’s Prudential Standards, insurance and funds management activities are: •• de-consolidated for the purposes of calculating capital adequacy; and •• excluded from the risk based capital adequacy framework. We deduct the investment in these controlled entities 100% from CET1 capital, and if we include any profits from these activities in the Group’s results, then we exclude them from the determination of CET1 capital to the extent they have not been remitted to the Company.

127 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

22. CAPITAL MANAGEMENT (continued)

Outside Australia In addition to APRA, the Company’s branch operations and major banking subsidiary operations are also overseen by local regulators such as the Reserve Bank of New Zealand, the US Federal Reserve, the UK Prudential Regulation Authority, the Monetary Authority of Singapore, the Hong Kong Monetary Authority and the China Banking Regulatory Commission. They may impose minimum capitalisation levels on operations in their individual jurisdictions.

CAPITAL ADEQUACY The following table provides details of the Group’s capital adequacy ratios at 30 September:

2017 2016 $m $m Qualifying capital Tier 1 Shareholders' equity and non-controlling interests 59,075 57,927 Prudential adjustments to shareholders' equity (481) (481) Gross Common Equity Tier 1 capital 58,594 57,446 Deductions (17,258) (18,179) Common Equity Tier 1 capital 41,336 39,267 Additional Tier 1 capital 7,988 9,018 Tier 1 capital 49,324 48,285 Tier 2 capital 8,669 10,328 Total qualifying capital 57,993 58,613 Capital adequacy ratios Common Equity Tier 1 10.6% 9.6% Tier 1 12.6% 11.8% Tier 2 2.2% 2.5% Total 14.8% 14.3% Risk weighted assets 391,113 408,582

128 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

23. PARENT ENTITY FINANCIAL INFORMATION Australia and New Zealand Banking Group Limited (the Company) has prepared a separate set of financial statements to satisfy the requirements of its Australian Financial Services License it holds with ASIC. These separate Company financial statements are available on the ANZ website at anz.com and have been lodged with ASIC. Selected financial information of the Company is provided as follows:

SUMMARY FINANCIAL INFORMATION

2017 2016 $m $m Income statement information for the financial year Profit after tax for the year 6,234 5,687 Total comprehensive income for the year 5,915 5,002 Balance sheet information as at the end of the financial year Cash and cash equivalents 63,399 61,994 Net loans and advances 452,424 446,531 Total assets 797,379 823,962 Deposits and other borrowings 494,235 479,963 Total liabilities 745,531 773,703 Shareholders' equity Ordinary share capital 29,416 29,162 Reserves 36 344 Retained earnings 22,396 20,753 Total shareholders' equity 51,848 50,259

PARENT ENTITY’S CONTRACTUAL COMMITMENTS PROPERTY RELATED COMMITMENTS

2017 2016 $m $m Property capital expenditure Contracts for outstanding capital expenditure 98 103 Total capital expenditure commitments for property 98 103 Lease rentals Land and buildings 1,818 2,044 Furniture and equipment 145 144 Total lease rental commitments1 1,963 2,188 Due within 1 year 394 403 Due later than 1 year but not later than 5 years 908 982 Due later than 5 years 661 803 Total lease rental commitments1 1,963 2,188

1. Total future minimum sublease payments we expect to receive under non-cancellable subleases at 30 September 2017 is $91 million (2016: $114 million). During the year, we received sublease payments of $28 million (2016: $22 million) and netted them against rent expense.

CREDIT RELATED COMMITMENTS AND CONTINGENCIES 2017 2016 $m $m Contract amount of: Undrawn facilities 150,339 161,178 Guarantees and letters of credit 18,062 15,633 Performance related contingencies 18,890 17,710 Total 187,291 194,521

129 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

23. PARENT ENTITY FINANCIAL INFORMATION (continued)

PARENT ENTITY GUARANTEES The Company has issued letters of comfort and guarantees in respect of certain of its subsidiaries in the normal course of business. Under these letters and guarantees, the Company undertakes to ensure that those subsidiaries continue to meet their financial obligations - subject to certain conditions including that the entity remains a controlled entity of the Company. Further information is outlined in Note 32 Related Party Disclosures.

24. CONTROLLED ENTITIES Incorporated in Nature of Business The ultimate parent of the Group is Australia and New Zealand Banking Group Limited Australia Banking All controlled entities are 100% owned, unless otherwise noted. The material controlled entities of the Group are: ANZ Bank (Lao) Limited1 Laos Banking ANZ Bank (Taiwan) Limited1 Taiwan Banking ANZ Bank (Vietnam) Limited1 Vietnam Banking ANZ Capel Court Limited Australia Securitisation Manager ANZ Commodity Trading Pty Ltd Australia Finance ANZ Funds Pty. Ltd. Australia Holding Company ANZ Bank (Europe) Limited1 United Kingdom Banking ANZ Bank (Kiribati) Limited1 (75% ownership) Kiribati Banking ANZ Bank (Samoa) Limited1 Samoa Banking ANZ Bank (Thai) Public Company Limited1 Thailand Banking ANZcover Insurance Private Ltd1 Singapore Captive-Insurance ANZ Holdings (New Zealand) Limited1 New Zealand Holding Company ANZ Bank New Zealand Limited1 New Zealand Banking ANZ Investment Services (New Zealand) Limited1 New Zealand Funds Management ANZ New Zealand (Int’l) Limited1 New Zealand Finance ANZNZ Covered Bond Trust1, 4 New Zealand Finance ANZ Wealth New Zealand Limited1 New Zealand Holding Company ANZ New Zealand Investments Limited1 New Zealand Funds Management OnePath Life (NZ) Limited1 New Zealand Insurance UDC Finance Limited1 New Zealand Finance ANZ International (Hong Kong) Limited1 Hong Kong Holding Company ANZ Asia Limited1 Hong Kong Banking ANZ Bank (Vanuatu) Limited2 Vanuatu Banking ANZ International Private Limited1 Singapore Holding Company ANZ Singapore Limited1 Singapore Merchant Banking ANZ Royal Bank (Cambodia) Limited1 (55% ownership) Cambodia Banking Votraint No. 1103 Pty Limited Australia Investment ANZ Lenders Mortgage Insurance Pty. Limited Australia Mortgage Insurance ANZ Residential Covered Bond Trust4 Australia Finance ANZ Wealth Australia Limited Australia Holding Company OnePath Custodians Pty Limited Australia Trustee OnePath Funds Management Limited Australia Funds Management OnePath General Insurance Pty Limited Australia Insurance OnePath Life Australia Holdings Pty Limited Australia Holding Company OnePath Life Limited Australia Insurance Australia and New Zealand Banking Group (PNG) Limited1 Papua New Guinea Banking Australia and New Zealand Bank (China) Company Limited1 China Banking Chongqing Liangping ANZ Rural Bank Company Limited1 China Banking Citizens Bancorp3 Guam Holding Company ANZ Guam Inc3 Guam Banking ANZ Finance Guam, Inc.3 Guam Finance ACN 003 042 082 Limited Australia Holding Company Share Investing Limited Australia Online Stockbroking PT Bank ANZ Indonesia1 (99% ownership) Indonesia Banking 1. Audited by overseas KPMG firms — either as part of the Group audit, or for standalone financial statements as required. 2. Audited by Law Partners. 3. Audited by Deloitte Guam. 4. Not owned by the Group. Control exists as the Group retains substantially all the risks and rewards of the operations.

130 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

24. CONTROLLED ENTITIES (continued) ACQUISITION AND DISPOSAL OF CONTROLLED ENTITIES We did not acquire, or dispose of, any material entities during the year ended 30 September 2017 or the year ended 30 September 2016. ANZ Capital Hedging Pty Ltd (listed as a material entity for the year ended 30 September 2016) has been removed as a material entity for the year ended 30 September 2017 as its operations have been transferred to other parts of the Group and it is in the process of being liquidated.

RECOGNITION AND MEASUREMENT

The Group’s subsidiaries are those entities it controls through: •• being exposed to, or having rights to, variable returns from the entity; and •• being able to affect those returns through its power over the entity. The Group assesses whether it has power over those entities by examining the Group’s existing rights to direct the relevant activities of the entity. If the Group sells or acquires subsidiaries during the year, it includes their operating results in the Group results to the date of disposal or from the date of acquisition. When the Group’s control ceases, it derecognises the assets and liabilities of the subsidiary, any related non-controlling interest and other components of equity. When the Group ceases to control a subsidiary, it: •• measures any retained interest in the entity at fair value; and •• recognises any resulting gain or loss in profit or loss. If the Group’s ownership interest in a subsidiary changes in a way that does not result in a loss of control, then the Group accounts for that as a transaction with equity holders in their capacity as equity holders. All transactions between Group entities are eliminated on consolidation.

25. INVESTMENTS IN ASSOCIATES Significant associates of the Group are: Ordinary share Carrying amount interest $m

Name of entity Principal activity 2017 2016 2017 2016 AMMB Holdings Berhad Banking and insurance 24% 24% 1,185 1,198 PT Bank Pan Indonesia Consumer and business bank 39% 39% 1,033 997 Shanghai Rural Commercial Bank1 Rural commercial bank 20% 20% - 1,955 Aggregate other individually immaterial associates1,2 n/a n/a 30 122 Total carrying value of associates 2,248 4,272

1. During 2017, Shanghai Rural Commercial Bank (SRCB) and Metrobank Card Corporation (MCC) were reclassified as held for sale. Refer to Note 28 Assets and Liabilities Held For Sale for further details. 2. On 30 March 2016, the Bank of Tianjin (BoT) completed a capital raising and initial public offering (IPO) on the Hong Kong Stock Exchange. As a result, the Group’s equity interest reduced from 14% to 12% and the Group ceased equity accounting the investment due to losing the ability to appoint directors to the Board of BoT at this date. From 31 March 2016, the investment was classified as an available for sale asset.

131 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

25. INVESTMENTS IN ASSOCIATES (continued)

FINANCIAL INFORMATION ON SIGNIFICANT ASSOCIATES Set out below is the summarised financial information of each associate that is significant to the Group. The summarised financial information is based on the associates’ IFRS financial information. AMMB Holdings PT Bank Pan Shanghai Rural Berhad Indonesia Commercial Bank People's Republic Principal place of business and country of incorporation Malaysia Indonesia of China 2017 2016 2017 2016 2017 2016 $m $m $m $m $m $m Summarised results Operating income 2,469 2,698 930 960 - 3,390 Profit for the year 415 414 253 160 - 1,338 Other comprehensive income/(loss) (1) (8) 22 2 - 59 Total comprehensive income 414 406 275 162 - 1,397 Less: Total comprehensive income attributable to non–controlling interests (19) (26) (10) (11) - (36) Total comprehensive income attributable to owners of associate 395 380 265 151 - 1,361 Summarised financial position Total assets1 41,304 41,442 20,216 19,692 - 129,081 Total liabilities1 36,004 36,092 17,298 16,873 - 119,027 Total Net assets1 5,300 5,350 2,918 2,819 - 10,054 Less: Non–controlling interests of associate (320) (312) (259) (252) - (281) Net assets attributable to owners of associate 4,980 5,038 2,659 2,567 - 9,773 Reconciliation to carrying amount of Group's interest in associate2 Carrying amount at the beginning of the year 1,198 1,424 997 904 1,955 1,981 Group's share of total comprehensive income 95 90 103 59 58 273 Dividends received from associate (38) (35) - - - (41) Group's share of other reserve movements of associate and foreign currency (70) (21) (67) 34 (46) (258) translation reserve adjustments Impairment charge - (260) - - (219) - Less: Carrying value transferred to assets held for sale (Note 28) - - - - (1,748) - Carrying amount at the end of the year 1,185 1,198 1,033 997 - 1,955 Market value of Group's investment in associate3 943 929 1,009 779 n/a n/a

1. Includes market value adjustments (including goodwill) the Group made at the time of acquisition (and adjustments for any differences in accounting policies). 2. For SRCB this includes movements up to the cessation of equity accounting. 3. Applies to those investments in associates with published price quotations. Market Value is based on a price per share and does not include any adjustments for the size of our holding.

132 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

25. INVESTMENTS IN ASSOCIATES (continued)

IMPAIRMENT ASSESSMENT On 3 January 2017, the Group announced that it had agreed to sell its 20% stake in Shanghai Rural Commercial Bank (SRCB). On 18 September 2017 the Group announced a revision to the 3 January arrangement in which Baoshan Iron & Steel Co. Ltd. (Bao) replaced Shanghai SinoPoland Enterprise Management Development Corporation Limited to join China COSCO Shipping Corporation Limited (COSCO) to acquire ANZ’s 20% stake in SRCB. Under the updated arrangement, COSCO and Bao will each acquire a 10% stake in SRCB. The key financial terms of the revised sale agreement are unchanged from the transaction announced previously. The sale is subject to customary closing conditions and regulatory approvals and is expected to be completed by late 2017. Based on the agreed purchase price less costs of disposal, an impairment of $219 million was recorded against the carrying value to reflect the recoverable amount of the investment which has been transferred to held for sale assets (refer to Note 28 Assets and Liabilities Held For Sale). This impairment and subsequent foreign exchange translation adjustments have been recognised in other operating income (refer to Note 2 Operating Income). As at 30 September 2017, for AMMB Holdings Berhad (AmBank) and PT Bank Pan Indonesia (PT Panin), the market value (based on share price) was below the respective carrying values of these investments. The Group performed value-in-use (VIU) calculations to assess whether the carrying value of the investments was impaired. The VIU calculations supported the carrying value for both AmBank (2016: $260 million impairment recognised in other operating income) and PT Panin (2016: nil impairment).

RECOGNITION AND MEASUREMENT

An associate is an entity over which the Group has significant influence over its operating and financial policies but does not control. The Group accounts for associates using the equity method. Its investments in associates are carried at cost plus the post-acquisition share of changes in the associate’s net assets less accumulated impairments. Dividends the Group receives from associates are recognised as a reduction in the carrying amount of the investment. The Group includes goodwill relating to the associate in the carrying amount of the investment. It does not individually test for impairment the goodwill incorporated in the associates carrying amount. At least at each reporting date, the Group reviews investments in associates for any indication of impairment. If an indication of impairment exists, then the Group determines the recoverable amount of the associate using the higher of: •• the associate’s fair value less cost of disposal; and •• its value-in-use. We use a discounted cash flow methodology, and other methodologies (such as capitalisation of earnings methodology), to determine the recoverable amount.

KEY JUDGEMENTS AND ESTIMATES

The value-in-use calculation is sensitive to a number of key assumptions requiring management judgement, including: future profitability levels, capital levels, long term growth rates and discount rates. A change in any of the key assumptions below could have an adverse effect on the recoverable amount of the investments. The key assumptions used in the value-in-use calculation are outlined below:

As at 30 September 2017 AMMB PT Panin Post-tax discount rate 9.6% 13.3% Terminal growth rate 4.8% 5.4% Expected NPAT growth (compound annual growth rate – 5 years) 4.5% 9.9% Core Equity Tier 1 rate 10.5% - 13.3% 11.3%

133 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

26. STRUCTURED ENTITIES A Structured Entity (SE) is an entity that has been designed such that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities (being those that significantly affect the entity’s returns) are directed by means of contractual arrangement. A SE often has some or all of the following features or attributes: •• restricted activities; •• a narrow and well defined objective; •• insufficient equity to permit the SE to finance its activities without subordinated financial support; and •• financing in the form of multiple contractually linked instruments to investors that create concentrations of credit or other risks (tranches). The Group is involved with both consolidated and unconsolidated SEs which may be established by the Group or by a third party. SEs are classified as subsidiaries and consolidated when control exists. If the Group does not control a SE, then it will not be consolidated (an unconsolidated SE). This note provides information on both consolidated and unconsolidated SEs. The Group’s involvement with SEs is as follows:

Type Details Securitisation The Group uses SEs to securitise customer loans and advances that it has originated, in order to diversify sources of funding for liquidity management. Such transactions involve transfers to an internal securitisation (bankruptcy remote) vehicle which we create for the purpose of structuring assets that are eligible for repurchase under agreements with the applicable central bank (these are known as ‘Repo eligible’). The Group’s internal securitisation SEs are consolidated. Refer to Note 27 Transfers of Financial Assets for further details. The Group also establishes SEs on behalf of customers to securitise their loans or receivables. The Group may manage these securitisation vehicles or provide liquidity or other support. Additionally, the Group may acquire interests in securitisation vehicles set up by third parties through holding securities issued by such entities. In limited circumstances, where control exists, these SEs are consolidated. Covered bond issuances Certain loans and advances have been assigned to bankruptcy remote SEs to provide security for issuances of debt securities by the Group. The Group retains control over these SEs and therefore they are consolidated. Refer to Note 27 Transfers of Financial Assets for further details. Structured finance The Group is involved with SEs established: arrangements •• in connection with structured lending transactions to facilitate debt syndication and/or to ring-fence collateral; and •• to own assets that are leased to customers in structured leasing transactions. The Group may manage the SE, hold minor amounts of the SE’s capital, or provide risk management products (derivatives) to the SE. In most instances, the Group does not control these SEs. Further, the Group’s involvement typically does not establish more than a passive interest in decisions about the relevant activities of the SE, and accordingly we do not consider that interest disclosable. Funds management The Group’s Wealth Australia and New Zealand businesses conduct investment management and other fiduciary activities activities as a responsible entity, trustee, custodian or manager for investment funds and trusts – including superannuation funds and wholesale and retail trusts (collectively ‘Investment Funds’). The Investment Funds are financed through the issue of puttable units to investors and the Group considers them to be SEs. The Group’s exposure to Investment Funds includes holding units and receiving fees for services. When the Group invests in Investment Funds on behalf of policyholders, then those funds are consolidated if control is deemed to exist.

134 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

26. STRUCTURED ENTITIES (continued)

CONSOLIDATED STRUCTURED ENTITIES Financial or Other Support Provided to Consolidated Structured Entities The Group provides financial support to consolidated SEs as outlined below. As these are intra-group transactions, they are eliminated on consolidation:

Securitisation and covered The Group provides lending facilities, derivatives and commitments to these SEs and/or holds debt instruments bond issuances that they have issued. Structured finance arrangements The assets held by these SEs are normally pledged as collateral for financing provided. Certain consolidated SEs are financed entirely by the Group while others are financed by syndicated loan facilities in which the Group is a participant. The financing provided by the Group includes lending facilities where the Group’s exposure is limited to the amount of the loan and any undrawn amount. Additionally, the Group has provided Letters of Support to these consolidated SEs confirming that the Group will not demand repayment of the financing provided for the ensuing 12 month period.

The Group did not provide any non-contractual support to consolidated SEs during the year (2016: nil). Other than as disclosed above, the Group does not have any current intention to provide financial or other support to consolidated SEs.

UNCONSOLIDATED STRUCTURED ENTITIES Group’s Interest in Unconsolidated Structured Entities An ‘interest’ in an unconsolidated SE is any form of contractual or non-contractual involvement with an SE that exposes the Group to variability of returns from the performance of that SE. These interests include, but are not limited to: holdings of debt or equity securities; derivatives that pass-on risks specific to the performance of the SE; lending; loan commitments; financial guarantees; and fees from funds management activities. For the purpose of disclosing interests in unconsolidated SEs: •• no disclosure is made if the Group’s involvement is not more than a passive interest - for example: when the Group’s involvement constitutes a typical customer-supplier relationship. On this basis, exposures to unconsolidated SEs that arise from lending, trading and investing activities are not considered disclosable interests - unless the design of the structured entity allows the Group to participate in decisions about the relevant activities (being those that significantly affect the entity’s returns). •• ‘interests’ do not include derivatives intended to expose the Group to market-risk (rather than performance risk specific to the SE) or derivatives through which the Group creates, rather than absorbs, variability of the unconsolidated SE (such as purchase of credit protection under a credit default swap). The table below sets out the Group’s interests in unconsolidated SEs together with the maximum exposure to loss that could arise from those interests:

Securitisation and structured finance Investment funds Total 2017 2016 2017 2016 2017 2016 $m $m $m $m $m $m On-balance sheet interests: Available-for-sale assets 2,532 3,591 - - 2,532 3,591 Investments backing policy liabilities - - 21 156 21 156 Loans and advances 7,130 7,269 - - 7,130 7,269 Total on-balance sheet 9,662 10,860 21 156 9,683 11,016 Off-balance sheet interests: Commitments (facilities undrawn) 4,371 2,588 - - 4,371 2,588 Total off-balance sheet 4,371 2,588 - - 4,371 2,588 Maximum exposure to loss 14,033 13,448 21 156 14,054 13,604

In addition to the interests above, the Group earned funds management fees from unconsolidated SEs of $493 million (2016: $524 million) during the year.

135 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

26. STRUCTURED ENTITIES (continued)

The Group’s maximum exposure to loss represents the maximum amount of loss that the Group could incur as a result of its involvement with unconsolidated SEs if loss events were to take place – regardless of the probability of occurrence. This does not in any way represent the actual losses expected to be incurred. Instead, the maximum exposure to loss is contingent in nature – for example, it may arise: on the bankruptcy of an issuer of securities, or a debtor; or if liquidity facilities or guarantees were to be called on. Furthermore, the maximum exposure to loss is stated gross of the effects of hedging and collateral arrangements entered into to mitigate ANZ’s exposure to loss. For each type of interest, the maximum exposure to loss has been determined as follows: •• available-for-sale assets and investments backing policy liabilities – carrying amount; and •• loans and advances – carrying amount plus the undrawn amount of any commitments. Information about the size of the unconsolidated SEs that the Group is involved with is as follows: •• Securitisation and structured finance: size is indicated by total assets which vary by SE with a maximum value of approximately $2.1 billion (2016: $1.7 billion); and •• Investment funds: size is indicated by Funds Under Management which vary by SE with a maximum value of approximately $35.9 billion (2016: $35.0 billion). The Group did not provide any non-contractual support to unconsolidated SEs during the year (2016: nil): nor does it have any current intention to provide financial or other support to unconsolidated SEs.

SPONSORED UNCONSOLIDATED STRUCTURED ENTITIES The Group may also sponsor unconsolidated SEs in which it has no disclosable interest. For the purposes of this disclosure, the Group considers itself the ‘sponsor’ of an unconsolidated SE if it is the primary party involved in the design and establishment of that SE and: •• the Group is the major user of that SE; or •• the Group’s name appears in the name of that SE, or on its products; or •• the Group provides implicit or explicit guarantees of that SE’s performance. The Group has sponsored the ANZ PIE Fund in New Zealand, which invests only in deposits with ANZ Bank New Zealand Limited. The Group does not provide any implicit or explicit guarantees of the capital value or performance of investments in the ANZ PIE Fund. There was no income received from, nor assets transferred to, this entity during the year.

KEY JUDGEMENTS AND ESTIMATES

Significant judgement is required in assessing whether control exists over Structured Entities involved in securitisation activities and structured finance transactions, and investment funds. Judgement is required in relation to the existence of: •• power over the relevant activities (being those that significantly affect the entity’s returns); and •• exposure to variable returns of that entity

136 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

27. TRANSFERS OF FINANCIAL ASSETS In the normal course of business the Group enters into transactions where it transfers financial assets directly to third parties or to SEs. These transfers may give rise to the Group fully, or partially, derecognising those financial assets - depending on the Group’s exposure to the risks and rewards or control over the transferred assets. If the Group retains substantially all of the risk and rewards of a transferred asset, the transfer does not qualify for derecognition and the asset remains on the Group’s balance sheet in its entirety.

SECURITISATIONS Net loans and advances include residential mortgages securitised under the Group’s securitisation programs which are assigned to bankruptcy remote SEs to provide security for obligations payable on the notes issued by the SEs. This includes mortgages that are held for potential repurchase agreements (Repos) with central banks. The holders of the issued notes have full recourse to the pool of residential mortgages which have been securitised and the Group cannot otherwise pledge or dispose of the transferred assets. In some instances the Group is also the holder of the securitised notes. In addition, the Group is entitled to any residual income of the SEs and sometimes enters into derivatives with the SEs. The Group retains the majority of the risks and rewards of the residential mortgages and continues to recognise the mortgages as financial assets. The obligation to pay this amount to the SE is recognised as a financial liability of the Group. The Group is exposed to variable returns from its involvement with these securitisation SEs and has the ability to affect those returns through its power over the SEs activities. The SEs are therefore consolidated by the Group.

COVERED BONDS The Group operates various global covered bond programs to raise funding in its primary markets. Net loans and advances include residential mortgages assigned to bankruptcy remote SEs associated with these covered bond programs. The mortgages provide security for the obligations payable on the issued covered bonds. The covered bond holders have dual recourse to the issuer and the cover pool of assets. The issuer cannot otherwise pledge or dispose of the transferred assets, however, subject to legal arrangements it may repurchase and substitute assets as long as the required cover is maintained. The Group is required to maintain the cover pool at a level sufficient to cover the bond obligations. In addition the Group is entitled to any residual income of the covered bond SEs and enters into derivatives with the SEs. The Group retains the majority of the risks and rewards of the residential mortgages and continues to recognise the mortgages as financial assets. The obligation to pay this amount to the SEs is recognised as a financial liability of the Group. The Group is exposed to variable returns from its involvement with the covered bond SEs and has the ability to affect those returns through its power over the SEs activities. The SEs are therefore consolidated by the Group. The covered bonds issued externally are included within debt issuances.

REPURCHASE AGREEMENTS If the Group sells securities subject to repurchase agreements under which substantially all the risks and rewards of ownership remain with the Group, then those assets are considered to be transferred assets that do not qualify for derecognition. An associated liability is recognised for the consideration received from the counterparty.

STRUCTURED FINANCE ARRANGEMENTS The Group arranges funding for certain customer transactions through structured leasing and commodity prepayment arrangements. At times, other financial institutions participate in the funding of these arrangements. This participation involves a proportionate transfer of the rights to the lease receivable or financing arrangement. The participating banks have limited recourse to the leased assets or financed commodity and related proceeds. In some circumstances the Group continues to be exposed to some of the risks of the transferred lease receivable or financing arrangement through a derivative or other continuing involvement. When this occurs, the Group does not derecognise the lease receivable or loan. Instead, the Group recognises an associated liability representing its obligations to the participating financial institutions.

137 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

27. TRANSFERS OF FINANCIAL ASSETS (continued)

The table below sets out the balance of assets transferred that do not qualify for derecognition, along with the associated liabilities: Structured finance Securitisations1,2 Covered bonds Repurchase agreements arrangements 2017 2016 2017 2016 2017 2016 2017 2016 $m $m $m $m $m $m $m $m Current carrying amount of assets transferred 1,520 - 29,353 31,790 36,242 26,637 98 275 Carrying amount of associated liabilities 1,552 - 19,859 21,039 34,536 25,049 91 266

1. Does not include transfers to internal structured entities where there are no external investors. 2. The securitisation noteholders have recourse only to the pool of residential mortgages which have been securitised. The carrying value of securitised assets and the associated liabilities approximates their fair value.

28. ASSETS AND LIABILITIES HELD FOR SALE The Group announced the following strategic divestments in line with the Group’s strategy to simplify the businesses and improve capital efficiency. Accordingly, they are presented as assets and liabilities held for sale. •• Asia Retail & Wealth Businesses The Group announced that it had agreed to sell Retail and Wealth businesses in Singapore, Hong Kong, China, Taiwan and Indonesia to Singapore’s DBS Bank on 31 October 2016, and its Retail business in Vietnam to Shinhan Bank Vietnam on 21 April 2017. During the September 2017 half, the Group successfully completed the sales in China, Singapore and Hong Kong. Subject to regulatory approval, the sales in Vietnam, Taiwan, and Indonesia are expected to complete in late 2017 and early 2018 and these remaining countries form part of the assets and liabilities held for sale. These businesses are part of the Asia Retail & Pacific division. •• UDC Finance On 11 January 2017, the Group announced it had agreed to sell UDC Finance to HNA Group. The sale is subject to certain conditions (including regulatory approvals) and we are working with HNA Group towards completion of the sale. This business is part of the New Zealand division. •• Shanghai Rural Commercial Bank On 3 January 2017, the Group announced that it had agreed to sell its 20% stake in Shanghai Rural Commercial Bank (SRCB). On 18 September 2017 the Group announced a revision to the 3 January arrangement in which Baoshan Iron & Steel Co. Ltd. (Bao) replaced Shanghai Sino-Poland Enterprise Management Development Corporation Limited to join China COSCO Shipping Corporation Limited (COSCO) to acquire ANZ’s 20% stake in SRCB. Under the updated arrangement, COSCO and Bao will each acquire a 10% stake in SRCB. The key financial terms of the revised sale agreement are unchanged from the transaction announced previously. The sale is subject to customary closing conditions and regulatory approvals and is expected to complete late 2017. This asset is part of the TSO and Group Centre Division. •• Metrobank Card Corporation On 18 October 2017, the Group announced it had entered into an agreement with its joint venture partner Metropolitan Bank & Trust Company (Metrobank) in relation to its 40% stake in the Philippines based Metrobank Card Corporation (MCC). The Group has agreed to sell 20% of its stake, and entered into a put option to sell the remaining 20% stake, exercisable in the fourth quarter of 2018 on the same terms for the same consideration. The asset has been classified as held for sale at 30 September 2017 as sale negotiations were well progressed at that time, and it was highly probable the sale transaction would complete within 12 months. The sale is subject to customary closing conditions and regulatory approvals. This asset is part of the TSO and Group Centre Division.

INCOME STATEMENT IMPACT RELATING TO ASSETS AND LIABILITIES HELD FOR SALE During the September 2017 full year, the Group recognised the following impacts in relation to assets and liabilities held for sale: •• $310 million loss relating to the reclassification and partial completion of the Asia Retail and Wealth sale comprising of $222 million of software, goodwill and other assets impairment charges and $88 million of various other charges net of recoveries and sale premium. •• $333 million loss relating to the Group’s investment in SRCB comprising of a $219 million impairment to the investment, $12 million of foreign exchange losses, and $102 million of tax expenses. The net result of these impacts is included in ‘Other income’ and ‘Income tax expense’ (refer to Note 2 Operating Income and Note 4 Income Tax).

138 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

28. ASSETS AND LIABILITIES HELD FOR SALE (continued)

ASSETS AND LIABILITIES HELD FOR SALE At 30 September 2017, assets and liabilities held for sale are measured at the lower of their carrying amount and fair value less costs of disposal, except for assets such as deferred tax assets, financial assets and contractual rights under insurance contracts, which are specifically exempt from this requirement. Shanghai Asia Retail Rural & Wealth UDC Commercial Metrobank Card Businesses Finance Bank Corporation Total As at 30 September 2017 $m $m $m $m $m Net loans and advances 3,283 2,679 - - 5,962 Investments in associates - - 1,748 120 1,868 Goodwill and other intangible assets - 122 - - 122 Other assets - 18 - - 18 Total assets held for sale 3,283 2,819 1,748 120 7,970

Deposits and other borrowings 3,602 956 - - 4,558 Current tax liabilities - 22 - - 22 Deferred tax liabilities - (8) - - (8) Payables and other liabilities 47 30 - - 77 Provisions 43 1 - - 44 Total liabilities held for sale 3,692 1,001 - - 4,693

KEY JUDGEMENTS AND ESTIMATES

A significant level of judgement is used by the Group to determine: •• whether an asset or group of assets is classified and presented as held for sale or as a discontinued operation; and •• the fair value of the assets and liabilities classified as being held for sale. Any impairment we record is based on the best available evidence of the fair value compared to the carrying value before the impairment. The final sale price the Group may achieve will depend on a number of factors and may be different to the fair value we estimate when recording the impairment. We expect that the sales will complete within 12 months after balance date, subject to the relevant regulatory approvals and customary terms of sale for such assets.

139 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

29. LIFE INSURANCE BUSINESS The Group conducts Life Insurance and Funds Management business (the Life Insurance Business) in Australia and New Zealand. The following information summarises the statutory Life insurance business transactions contained in the Group financial statements and the underlying methods and assumptions used in their calculations.

LIFE INSURANCE BUSINESS PROFIT ANALYSIS The net shareholder profit after tax in the regulated insurance entities represents the net profit after tax of OnePath Life Limited and OnePath Life (NZ) Limited. Life insurance Life investment contracts contracts Total 2017 2016 2017 2016 2017 2016 $m $m $m $m $m $m Net shareholder profit after tax of regulated insurance entities 158 335 55 81 213 416 Represented by: Emergence of planned profit margin 186 208 36 65 222 273 Difference between actual and assumed experience (58) 45 16 5 (42) 50 Reversal of previous losses on groups of related products 1 1 - - 1 1 Investment earnings on retained profits and capital 29 81 3 11 32 92

LIFE INSURANCE BUSINESS LIABILITIES Policy Liabilities are the Group’s liabilities to compensate policyholders. Policy liabilities include both Life Insurance Contract Liabilities and Life Investment Contract Liabilities. 2017 2016 Policy Liabilities $m $m Life insurance contract liabilities 342 190 Life investment contract liabilities (at fair value through profit or loss) 37,106 35,955 Total policy liabilities 37,448 36,145 Residual contractual maturity: - due within 12 months 37,077 35,911 - due after 12 months 29 44 - no maturity specified 342 190 Total policy liabilities 37,448 36,145

LIFE INSURANCE CONTRACTS Life insurance contracts are insurance contracts regulated under the Australian Life Insurance Act 1995 and similar contracts issued by entities operating outside Australia. Life insurance contracts are contracts through which the: •• insurer accepts significant insurance risk from the policyholder; and •• policyholder is compensated if a future uncertain event negatively impacts the policyholder — for example, death or disability. We purchase reinsurance either to reduce the impact of large claims, or for capital relief. 2017 2016 Life Insurance Contracts $m $m Life insurance contract liabilities Best estimate liabilities: Value of future policy benefits 10,107 10,811 Value of future expenses 2,290 2,483 Value of future premium (15,310) (16,544) Unreleased future profit margin 2,471 2,631 Other 26 32 Total life insurance contract liabilities (net of reinsurance) (416) (587) Unvested policyholder benefits 40 40 Liabilities ceded under reinsurance contracts (other assets) 718 737 Total life insurance contract liabilities 342 190

140 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29. LIFE INSURANCE BUSINESS (continued)

Life investment contracts are contracts written by a registered life insurer that do not meet the definition of an insurance contract. The amounts received from these contracts comprise of two components: •• the amount we receive from policyholders - which we recognise as a liability; and •• the amounts policyholders pay for investment management services - which we recognise as funds management income. The table below provides a reconciliation of life investment contract liabilities, the related assets backing the policy liabilities and the external unit holders liabilities included in the Group’s balance sheet.

2017 2016 Life Investment Contracts $m $m Life investment contract liabilities Capital guaranteed element 800 1,230 Investment performance guarantee 495 668 Other - not subject to any guarantees 35,811 34,057 Total life investment contract liabilities 37,106 35,955 Related assets Residual contractual maturity: - due within 12 months 30,191 28,798 - due after 12 months 7,773 6,858 Investments backing policy liabilities 37,964 35,656 Add: Amounts removed due to elimination of intercompany balances and treasury shares 4,570 4,670 Less: Assets backing life insurance contract liabilities (available-for-sale) (993) (1,038) Total assets backing life investment contract liabilities (at fair value through profit or loss) 41,541 39,288 Less: External unit holder liabilities (at fair value through profit or loss) (4,435) (3,333) Net assets backing life investment contract liabilities 37,106 35,955

LIFE INSURANCE BUSINESS RISK Insurance risk is the risk of loss due to unexpected changes in current and future insurance claims rates. The changes primarily arise due to claims payments, mortality (death) or morbidity (illness or injury) rates being greater than expected. We control and minimise the key risks of the life insurance business in the following ways: •• Insurance risks – We use underwriting procedures including strategic decisions, limits to delegated authorities and signing powers. We analyse reinsurance arrangements using analytical modelling tools to achieve the desired type of reinsurance and retention levels; •• Financial risks – We select appropriate assets to back contract liabilities. If possible, we segregate policyholders funds from shareholders’ funds and we set investment mandates that are appropriate for each. •• Market risks – For liabilities to policyholders which are guaranteed and for Life investment contracts where the investment management services fees earned are directly impacted by the value of the underlying assets. We monitor assets for market risk on a regular basis.

141 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

29. LIFE INSURANCE BUSINESS (continued)

RECOGNITION AND MEASUREMENT Life insurance contract liabilities We calculate Life insurance contract Liabilities under the Margin on Service (MoS) model using a projection method through which we determine the liability as the present value of: •• expected future cashflows (premiums, expenses, and benefit payments); plus •• planned profit margin to be released in future periods. We discount these cashflows at the risk-free discount rate. We calculate the Life insurance contract liabilities across portfolios of contracts using recognised actuarial principles and standards (e.g. Life Insurance Prudential Standard 340 Valuation of Policy Liabilities issued by APRA). This methodology takes into account the risks and uncertainties of the particular portfolio. Liabilities ceded under reinsurance contracts We account for reinsurance on the same basis as the underlying direct insurance contracts for which we purchased the reinsurance. Unvested policyholder benefits We issue participating contracts to policyholders where the policyholder is entitled to a share of the profits as they are exposed to the performance of specific assets in addition to a guaranteed benefit. This profit sharing is governed by the Life Act and the life insurance company’s constitution. If any benefits remain payable at the end of the reporting period, then we recognise them as unvested policyholder benefits. Life investment contract liabilities A life investment contract liability is measured at fair value and is directly linked to the fair value of the assets that back it. We determine the liability as the fair value of those assets after tax. For guaranteed policies, we determine the liability as the net present value of expected cash flows, subject to a minimum of current surrender value. External unit holder liabilities The life insurance business includes controlling interests in investment funds which we aggregate. When we aggregate a controlled investment fund, we recognise the external unit holder liabilities as a liability and include them on the balance sheet in external unit holder liabilities. Investments backing policy liabilities Investments backing policy liabilities include: •• Assets backing investment contract liabilities - being the assets held in regulated insurance entities that are not segregated and managed under a distinct shareholder investment mandate. We also call these policyholder assets. •• Assets backing life insurance contract liabilities - being the assets held in regulated insurance entities that are managed under a distinct shareholder mandate. We also call these shareholder assets. Our determination of fair value of the policyholder and shareholder assets involves the same judgement as other financial assets as described in Note 17 Fair Value of Financial Assets and Liabilities.

KEY JUDGEMENTS AND ESTIMATES

The key factors that affect how we estimate life insurance liabilities and related assets are: •• the cost of providing benefits and administering contracts; •• mortality and morbidity experience, which includes enhancements to policyholder benefits; •• discontinuance experience, which affects the Group’s ability to recover the cost of acquiring new business over the lives of the contracts; and •• the amounts credited to policyholders’ accounts compared to the returns on invested assets through asset-liability management and strategic and tactical asset allocation. Our estimates of life insurance liabilities are affected by: regulation, competition, interest rates, inflation, taxes and general economic conditions. We have performed sensitivity analysis on key variables influencing insurance liabilities and assets — namely: interest, inflation, mortality, morbidity and discontinuance risk. We have determined that there would be no material impact to the Group for a reasonable change in any of these variables.

142 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

30. SUPERANNUATION AND POST EMPLOYMENT BENEFIT OBLIGATIONS Set out below is a summary of amounts recognised in the Balance Sheet in respect of the defined benefit superannuation schemes:

2017 2016 $m $m Defined benefit obligation and scheme assets Present value of funded defined benefit obligation (1,406) (1,509) Fair value of scheme assets 1,496 1,567 Total 90 58 As represented in the Balance Sheet Net liabilities arising from defined benefit obligations included in payables and other liabilities (32) (51) Net assets arising from defined benefit obligations included in other assets 122 109 Total 90 58 Weighted average duration of the benefit payments reflected in the defined benefit obligation (years) 16.8 16.8

As at the most recent reporting dates of the schemes, the aggregate deficit of net market value of assets over the value of accrued benefits on a funding basis was $18 million (2016: $52 million). In 2017, the Group made defined benefit contributions totalling $5 million (2016: $55 million). It expects to make around $3 million next financial year.

GOVERNANCE OF THE SCHEMES AND FUNDING OF THE DEFINED BENEFIT SECTIONS The main defined benefit superannuation schemes in which the Group participates operate under trust law and are managed and administered on behalf of the members in accordance with the terms of the relevant trust deed and rules and all relevant legislation. These schemes have corporate trustees, which are wholly owned subsidiaries of the Group. The trustees are the legal owners of the assets, which are held separately from the assets of the Group, and are responsible for setting investment policy and agreeing funding requirements with the employer through the triennial actuarial valuation process. The Group has defined benefit arrangements in Australia, Japan, New Zealand, Philippines, Taiwan and United Kingdom. The defined benefit section of the ANZ Australian Staff Superannuation Scheme, the ANZ UK Staff Pension Scheme and the ANZ National Retirement Scheme in New Zealand are the three largest plans. They have been closed to new members since 1987, 2004 and 1991 respectively. None of the schemes had a material deficit, or surplus, at the last full valuation. The Group has no present liability under any of the schemes’ trust deeds to fund a deficit (measured on a funding basis). A contingent liability of the Group may arise if any of the schemes were wound up.

RECOGNITION AND MEASUREMENT

Defined benefit superannuation schemes The Group operates a small number of defined benefit schemes. Independent actuaries calculate the liability and expenses related to providing benefits to employees under each defined benefit scheme. They use the Projected Unit Credit Method to value the liabilities. The balance sheet includes: •• a defined benefit liability if the obligation is greater than the fair value of the schemes assets; and •• an asset (capped to its recoverable amount) if the fair value of the assets is greater than the obligation. In each reporting period, the movements in the net defined benefit liability are recognised as follows: •• the net movement relating to the current period’s service cost, net interest on the defined benefit liability, past service costs and other costs (such as the effects of any curtailments and settlements) as operating expenses; •• remeasurements of the net defined benefit liability (which comprise actuarial gains and losses and return on scheme assets, excluding interest income included in net interest) directly in retained earnings through other comprehensive income; and •• contributions of the Group directly against the net defined benefit position. Defined contribution superannuation schemes The Group operates a number of defined contribution schemes. It also contributes (according to local law, in the various countries in which it operates) to Government and other plans that have the characteristics of defined contribution plans. The Group’s contributions to these schemes are recognised as personnel expenses when they are incurred.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

30. SUPERANNUATION AND POST EMPLOYMENT BENEFIT OBLIGATIONS (continued)

KEY JUDGEMENTS AND ESTIMATES

The main assumptions we use in valuing defined benefit assets and liabilities are listed in the table below. A change to any assumptions, or applying different assumptions, could have a significant effect on the income statement, statement of other comprehensive income and balance sheet. Sensitivity analysis change in significant Increase/(decrease) in assumptions defined benefit obligation 2017 2016 2017 2016 Assumptions $m $m Discount rate (% p.a.) 2.5 - 3.8 2.2 - 3.0 0.5% increase (112) (140) Future salary increases (% p.a.) 1.6 - 3.7 1.5 - 3.6 Future pension indexation In payment (% p.a.)/In deferment (% p.a.) 1.7 - 3.0/2.2 1.5 - 2.9/2.1 0.5% increase 95 118 Life expectancy at age 60 for current pensioners 1 year increase 50 63 – Males (years) 25.4 - 28.9 22.6 - 28.8 – Females (years) 28.6 - 31.0 26.3 - 30.8

31. EMPLOYEE SHARE AND OPTION PLANS ANZ operates a number of employee share and option schemes under the ANZ Employee Share Acquisition Plan and the ANZ Share Option Plan.

ANZ EMPLOYEE SHARE ACQUISITION PLAN ANZ Employee Share Acquisition Plan schemes that operated during the 2016 and 2017 years were the Employee Share Offer and the Deferred Share Plan.

Employee Share Offer Eligibility Most permanent employees employed in either Australia or New Zealand with three years continuous service for the most recent financial year. Grant Up to AUD1,000 in Australia (and AUD800 in New Zealand) ANZ shares each financial year, subject to Board approval. Allocation value One week Volume Weighted Average Price (VWAP) of ANZ shares traded on the ASX in the week leading up to and including the date of grant. Australia ANZ ordinary shares are granted to eligible employees for nil consideration. The shares vest on grant and are held in trust for three years from grant date, after which time they may remain in trust, be transferred to the employee’s name or sold. Dividends are automatically reinvested in the Dividend Reinvestment Plan. New Zealand Shares are granted to eligible employees on payment of NZD one cent per share. Shares vest subject to satisfaction of a three year service period, after which they may remain in trust, be transferred to the employee’s name or sold. Unvested shares are forfeited if the employee resigns or is dismissed for serious misconduct. Dividends are either paid in cash or reinvested into the Dividend Reinvestment Plan. Expensing value In Australia, the fair value of the shares is expensed in the year shares are granted, as they are not subject to forfeiture. (fair value) In New Zealand, the fair value is expensed on a straight-line basis over the three year vesting period. The expense is recognised as a share-based compensation expense with a corresponding increase in share capital. FY 2017 Zero shares were granted in the 2017 financial year. FY 2016 626,121 shares were granted on 3 December 2015 at an issue price of $27.60.

144 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31. EMPLOYEE SHARE AND OPTION PLANS (continued) Deferred Share Plan i) Chief Executive Officer (CEO) and Group Executive Committee (ExCo) Eligibility Group CEO and ExCo. Grant 50% of the CEO’s Annual Variable Remuneration (AVR) and 33% of ExCo’s Variable Remuneration (VR) received as deferred shares. Conditions Deferred evenly over four years from grant date. ii) ANZ Employee Reward Scheme1 (ANZERS) and Business Unit Incentive Plans (BUIPs) Eligibility Employees participating in ANZ’s standard Short Term Incentive (STI) arrangements. Grant Half of all incentive amounts exceeding AUD100,000 (subject to a minimum deferral amount of AUD25,000) received as deferred shares. Conditions Deferred evenly over two years from grant date. iii) Total Incentives Performance Plan1 (TIPP) Eligibility Employees participating in the Institutional TIPP. Grant 60% of incentive amounts exceeding AUD80,000 (subject to a minimum deferral amount of AUD18,000) received as deferred shares. Conditions Deferred evenly over three years from grant date. iv) Long Term Incentives (LTIs) Eligibility Selected employees. Grant 100% deferred shares. Conditions Vest three years from grant date. v) Exceptional circumstances Remuneration forgone In exceptional circumstances, we grant deferred shares to certain employees when they start with ANZ to compensate them for remuneration they have forgone from their previous employer. The vesting period generally aligns with the remaining vesting period of the remuneration they have forgone, and therefore varies between grants. Retention We may grant deferred shares to high performing employees who are regarded as a significant retention risk to ANZ. vi) Further information Downward adjustment Deferred shares remain at risk and the Board can adjust the number of deferred shares downwards to zero at any time before the vesting date. ANZ’s downward adjustment provisions are detailed in section 3.3.4 of the 2017 Remuneration Report. Cessation Unless the Board decides otherwise, employees forfeit their unvested deferred shares if they resign, are terminated on notice, or are dismissed for serious misconduct. The deferred shares may be held in trust beyond the deferral period. Dividends Dividends are paid in cash or reinvested in the Dividend Reinvestment Plan. Instrument Deferred share rights may be granted instead of deferred shares in some countries as locally appropriate (see deferred share rights section). Allocation value All deferred shares are issued based on the VWAP of ANZ shares traded on the ASX in the week leading up to and including the date of grant. Expensing value We expense the fair value of deferred shares on a straight-line basis over the relevant vesting period and we (fair value) recognise the expense as a share-based compensation expense with a corresponding increase in share capital. FY 2017 grants 2,016,835 deferred shares were granted with a weighted average grant price of $28.03. No deferred shares were adjusted downward to zero, based on Board discretion. FY 2016 grants 5,797,450 deferred shares were granted with a weighted average grant price of $26.15. Board discretion was exercised to adjust downward 9,397 deferred shares to zero.

1. Allocations under the ANZ Incentive Plan (ANZIP) in November 2017 will be disclosed in the 2018 Annual Report. See Section 3.3 of the 2017 Remuneration Report for details on the ANZIP.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

31. EMPLOYEE SHARE AND OPTION PLANS (continued) Expensing of the ANZ Employee Share Acquisition Plan

Expensing value The fair value of shares we granted during 2017 under the Employee Share Offer and the Deferred Share Plan, measured (fair value) as at the date of grant of the shares, is $56.7 million (2016: $171.3 million) based on 2,016,835 shares (2016: 6,423,571) at VWAP of $28.09 (2016: $26.67).

ANZ SHARE OPTION PLAN

Allocation We may grant selected employees options/rights which entitle them to acquire fully paid ordinary ANZ shares at a fixed price at the time the options/rights vest. Voting and dividend rights will be attached to the ordinary shares allocated on exercise of the options/rights. Each option/right entitles the holder to one ordinary share subject to the terms and conditions imposed on grant. Exercise price of options, determined in accordance with the rules of the plan, is generally based on the VWAP of the shares traded on the ASX in the week leading up to and including the date of grant. For rights, the exercise price is nil. Rules Prior to the exercise of the option/right if ANZ changes its share capital due to a bonus share issue, pro-rata new share issue or reorganisation the following adjustments are required: •• Issue of bonus shares - When the holder exercises their option, they are also entitled to be issued the number of bonus shares they would have been entitled to had they held the underlying shares at the time of the bonus issue; •• Pro-rata share offer - We will adjust the exercise price of the option in the manner set out in the ASX Listing Rules; and •• Reorganisation - In respect of rights, if there is a bonus issue or reorganisation of ANZ’s share capital, then the Board may adjust the number of rights or the number of underlying shares so that there is no advantage or disadvantage to the holder. Holders otherwise have no other entitlements to participate: •• in any new issue of ANZ securities before they exercise their options/rights; or •• in a share issue of a body corporate other than ANZ (such as a subsidiary). For equity grants made after 1 November 2012, any portion of the award which vests may, at the Board’s discretion, be satisfied by a cash equivalent payment rather than shares. Expensing We expense the fair value of options/rights on a straight-line basis over the relevant vesting period and we recognise the expense as a share-based compensation expense with a corresponding increase in share options reserve. Cessation The provisions that apply if the employee’s employment ends are in section 7.2 of the 2017 Remuneration Report. Downward adjustment ANZ’s downward adjustment provisions are detailed in section 3.3.4 of the 2017 Remuneration Report.

Option Plans that operated during 2017 and 2016 i) Performance Rights Allocation We grant performance rights to selected employees as part of ANZ’s incentive plans. Performance rights provide the holder with the right to acquire ANZ shares at nil cost, subject to a three year vesting period and Total Shareholder Return (TSR) performance hurdles. FY 2017 and FY 2016 grants During the 2017 year, we granted 944,419 performance rights (2016: 1,570,627). No performance rights were adjusted downward to zero in 2017 and 2016, based on Board discretion.

146 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31. EMPLOYEE SHARE AND OPTION PLANS (continued)

ii) Deferred Share Rights (no performance hurdles) Allocation Deferred share rights provide the holder with the right to acquire ANZ shares at nil cost after a specified vesting period. We adjust the fair value of rights for the absence of dividends during the restriction period. Satisfying vestings Any portion of the award of share rights may be satisfied by a cash equivalent payment rather than shares at the Board’s discretion. All share rights were satisfied through a share allocation, other than 67,573 deferred share rights (2016: 5,297) for which Board discretion was exercised. Downward adjustment Board discretion was also exercised to adjust downward 3,835 deferred share rights to zero in 2017 and 4,583 in 2016. FY 2017 and FY 2016 grants During the 2017 year 2,547,377 deferred share rights (no performance hurdles) were granted (2016: 1,211,021).

Options, Deferred Share Rights and Performance Rights on Issue As at 2 November 2017, there were 1,292 holders of 3,652,926 deferred share rights on issue and 174 holders of 3,425,497 performance rights on issue.

Options/Rights Movements This table shows the options/rights over unissued ANZ shares and their related weighted average (WA) exercise prices as at the beginning and end of 2017 and the movements during 2017: Opening Closing balance Options/ Options/ Options/ Options/ balance 1 Oct rights rights rights rights 30 Sep 2016 granted forfeited1 expired exercised 2017 Number of options/rights 6,424,117 3,491,796 (1,815,732) (629) (985,768) 7,113,784 WA exercise price $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 WA closing share price $29.50 WA remaining contractual life 2.4 years WA exercise price of all exercisable $0.00 options/rights outstanding Outstanding exercisable options/rights 143,839

This table shows the options/rights over unissued ANZ shares and their related weighted average exercise prices as at the beginning and end of 2016 and the movements during 2016: Opening Closing balance Options/ Options/ Options/ Options/ balance 1 Oct rights rights rights rights 30 Sep 2015 granted forfeited1 expired exercised 2016 Number of options/rights 6,241,157 2,781,648 (1,440,051) – (1,158,637) 6,424,117 WA exercise price $0.07 $0.00 $0.00 – $0.37 $0.00 WA closing share price $25.31 WA remaining contractual life 3 years WA exercise price of all exercisable $0.00 options/rights outstanding Outstanding exercisable options/rights 163,244

1. Refers to any circumstance where equity can be forfeited (for example on cessation, downward adjustment and performance conditions not met).

Of the shares issued as a result of the exercise of options/rights during 2016, 18,062 were issued at an exercise price of $23.71 per share. The balance and those issued in 2017 were issued at a nil exercise price. As at the date of the signing of the Directors’ Report on 2 November 2017: •• no options/rights over ordinary shares have been granted since the end of 2017; and •• shares issued as a result of the exercise of options/rights since the end of 2017 are 16,489 all with nil exercise prices.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

31. EMPLOYEE SHARE AND OPTION PLANS (continued) Fair Value Assumptions When determining the fair value, we apply the standard market techniques for valuation, including Monte Carlo and/or Black Scholes pricing models. We do so in accordance with the requirements of AASB 2 Share-based Payments. The models take into account early exercise of vested equity, non-transferability and internal/external performance hurdles (if any). The table below shows the significant assumptions we used as inputs into our fair value calculation of instruments granted during the period. We present the values as weighted averages, but the specific values we use for each allocation are the ones we use for the fair value calculation.

2017 2016 Deferred Deferred Share Performance Share Performance Rights Rights Rights Rights Exercise price ($) 0.00 0.00 0.00 0.00 Share closing price at grant date ($) 27.95 28.18 26.62 26.73 Expected volatility of ANZ share price (%)1 24.9 25.0 20.2 20.5 Equity term (years) 2.3 5.0 3.9 5.0 Vesting period (years) 2.1 3.0 1.9 3.0 Expected life (years) 2.1 3.0 1.9 3.0 Expected dividend yield (%) 6.49 6.46 6.28 6.28 Risk free interest rate (%) 1.76 1.86 2.10 2.08 Fair value ($) 24.59 13.73 23.67 9.12

1. Expected volatility represents a measure of the amount by which ANZ’s share price is expected to fluctuate over the life of the rights. The measure of volatility used in the model is the annualised standard deviation of the continuously compounded rates of return on the historical share price over a deferred period of time preceding the date of grant. This historical average annualised volatility is then used to estimate a reasonable expected volatility over the expected life of the rights.

SATISFYING EQUITY AWARDS All shares underpinning equity awards may be purchased on market, reallocated or be newly issued shares, or a combination. The equity we purchased on market during the 2017 financial year (either under the ANZ Employee Share Acquisition Plan and the ANZ Share Option Plan, or to satisfy options or rights) for all employees amounted to 2,704,206 shares at an average price of $27.83 per share (2016: 1,344,200 shares at an average price of $26.14 per share).

32. RELATED PARTY DISCLOSURES

KEY MANAGEMENT PERSONNEL COMPENSATION Key Management Personnel (KMP) are defined as all directors and those executives who report directly to the CEO: •• with responsibility for the strategic direction and management of a major income generating division; or •• who control material income and expenses. KMP compensation included within total personnel expenses in Note 3 Operating Expenses is as follows:

2017 20161 $'000 $'000 Short-term benefits 21,002 21,362 Post-employment benefits 1,046 1,216 Other long-term benefits 169 314 Termination benefits 563 2,418 Share-based payments 14,926 19,382 Total 37,706 44,692

1. Prior period includes the former Group CEO and former disclosed executives until the end of their employment.

148 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

32. RELATED PARTY DISCLOSURES (continued)

KEY MANAGEMENT PERSONNEL LOAN TRANSACTIONS Loans made to KMP are made in the ordinary course of business and on normal commercial terms and conditions that are no more favourable than those given to other employees or customers, including: the term of the loan, security required and the interest rate. The aggregate of loans made, guaranteed or secured to KMP, including their related parties, were as follows:

2017 2016 $'000 $'000 Loans advanced1 23,950 50,892 Interest charged2 940 2,091

1. Balances are at the balance sheet date (for KMP in office at balance sheet date) and at termination date (for KMP no longer in office at balance sheet date). 2. Interest is for all KMP’s during the period.

KEY MANAGEMENT PERSONNEL HOLDINGS OF ANZ SECURITIES KMP, including their related parties, held subordinated debt, shares, share rights and options over shares in the Company directly, indirectly or beneficially as shown below:

2017 2016 Number1 Number1 Shares, options and rights 2,233,182 4,174,363 Subordinated debt 17,152 15,850

1. For KMP that are no longer in office at balance sheet date, the balances are calculated as at their termination date.

OTHER TRANSACTIONS OF KEY MANAGEMENT PERSONNEL AND THEIR RELATED PARTIES All other transactions with KMP and their related parties are made on terms equivalent to those that prevail in arm’s length transactions. These transactions generally involve providing financial and investment services, including services to eligible international assignees ensuring they are neither financially advantaged nor disadvantaged by their relocation. All such transactions that have occurred with KMP and their related parties have been trivial or domestic in nature. In this context, we disclose only those transactions considered of interest to the users of the financial report in making and evaluating decisions about the allocation of scarce resources.

ASSOCIATES We disclose significant associates in Note 25 Investments in Associates. During the course of the financial year, transactions conducted with all associates were on terms equivalent to those made on an arm’s length basis:

2017 2016 $'000 $'000 Amounts receivable from associates 77,350 59,111 Amounts payable to associates 2,481 8,409 Interest income from associates 2,817 1,677 Interest expense to associates 35 77 Other expenses paid to associates 23,078 25,880 Dividend income from associates 42,317 94,400 Costs recovered from associates 748 3,105

There have been no material guarantees given or received. No outstanding amounts have been written down or recorded as allowances, as they are considered fully collectible.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

33. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS PROPERTY RELATED COMMITMENTS

2017 2016 $m $m Property capital expenditure Contracts for outstanding capital expenditure 104 111 Total capital expenditure commitments for property 104 111 Lease rentals Land and buildings 1,760 2,001 Furniture and equipment 251 218 Total lease rental commitments1 2,011 2,219 Due within 1 year 461 486 Due later than 1 year but not later than 5 years 1,042 1,114 Due later than 5 years 508 619 Total lease rental commitments1 2,011 2,219

1. Total future minimum sublease payments we expect to receive under non-cancellable subleases at 30 September 2017 is $91 million (2016: $114 million). During the year, sublease payments we received amounted to $31 million (2016: $25 million) and were netted against rent expense.

CREDIT RELATED COMMITMENTS AND CONTINGENCIES

2017 2016 Credit related commitments and contingencies $m $m Contract amount of: Undrawn facilities 191,323 207,410 Guarantees and letters of credit 20,009 18,056 Performance related contingencies 20,830 19,723 Total 232,162 245,189

UNDRAWN FACILITIES The majority of undrawn facilities are subject to customers maintaining specific credit and other requirements or conditions. Many of these facilities are expected to be only partially used, and others may never be used at all. As such, the total of the nominal principal amounts is not necessarily representative of future liquidity risks or future cash requirements. Based on the earliest date on which the Group may be required to pay, the total undrawn facilities of $191,323 million (2016: $207,410 million) mature within 12 months.

GUARANTEES, LETTERS OF CREDIT AND PERFORMANCE CONTINGENCIES Guarantees and contingent liabilities relate to transactions that the Group has entered into as principal – including: guarantees, standby letters of credit and documentary letters of credit. Documentary letters of credit involve the Group issuing letters of credit guaranteeing payment in favour of an exporter. They are secured against an underlying shipment of goods or backed by a confirmatory letter of credit from another bank. Performance related contingencies are liabilities that oblige the Group to make payments to a third party if the customer fails to fulfil its non-monetary obligations under the contract. To reflect the risk associated with these transactions, we apply the same credit origination, portfolio management and collateral requirements that we apply to loans. The contract amount represents the maximum potential amount that we could lose if the counterparty fails to meet its financial obligations. As the facilities may expire without being drawn upon, the notional amounts do not necessarily reflect future cash requirements. Based on the earliest date on which the Group may be required to pay, the total guarantees and letters of credit of $20,009 million (2016: $18,056 million) and total performance related contingencies of $20,830 million (2016: $19,723 million) mature within 12 months.

150 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

33. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS (continued) OTHER CONTINGENT LIABILITIES As at 30 September 2017, the Group had contingent liabilities in respect of the matters outlined below. Where relevant, expert legal advice has been obtained and, in the light of such advice, provisions and/or disclosures as deemed appropriate have been made. In some instances we have not disclosed the estimated financial impact of the individual items either because it is not practicable to do so or because such disclosure may prejudice the interests of the Group.

BANK FEES LITIGATION A litigation funder commenced a class action against the Company in 2010, followed by a second similar class action in March 2013. The applicants contended that certain exception fees (honour, dishonour and non-payment fees on transaction accounts and late payment and over-limit fees on credit cards) were unenforceable penalties and that various of the fees were also unenforceable under statutory provisions governing unconscionable conduct, unfair contract terms and unjust transactions. A further action, limited to late payment fees only, commenced in August 2014. The penalty and statutory claims in the March 2013 class action failed and the claims have been dismissed. The August 2014 action was discontinued in October 2016. The original claims in the 2010 class action have been dismissed. A new claim has been added to the 2010 class action, in relation to the Company’s entitlement to charge certain periodical payment non-payment fees.

BENCHMARK/RATE ACTIONS In July and August 2016, class action complaints were brought in the United States District Court against local and international banks, including the Company – one action relating to the bank bill swap rate (BBSW), and one action relating to the Singapore Interbank Offered Rate (SIBOR) and the Singapore Swap Offer Rate (SOR). The class actions are expressed to apply to persons and entities that engaged in US-based transactions in financial instruments that were priced, benchmarked, and/or settled based on BBSW, SIBOR, or SOR. The claimants seek damages or compensation in amounts not specified, and allege that the defendant banks, including the Company, violated US anti-trust laws, anti-racketeering laws, the Commodity Exchange Act, and (in the BBSW case only) unjust enrichment principles. The Company is defending the proceedings. The matters are at an early stage. In February 2017, the South African Competition Commission commenced proceedings against local and international banks including the Company alleging breaches of the cartel provisions of the South African Competition Act in respect of trading in the South African rand. The potential civil penalty or other financial impact is uncertain. The matter is at an early stage.

REGULATORY REVIEWS AND CUSTOMER EXPOSURES In recent years there have been significant increases in the nature and scale of regulatory investigations and reviews, enforcement actions (whether by court action or otherwise) and the quantum of fines issued by regulators, particularly against financial institutions both in Australia and globally. The nature of these investigations and reviews can be wide ranging and, for example, currently include a range of matters including responsible lending practices, product suitability, wealth advice, pricing and competition, conduct in financial markets and capital market transactions. During the year, ANZ has received various notices and requests for information from its regulators as part of both industry-wide and ANZ-specific reviews. There may be exposures to customers which are additional to any regulatory exposures. These could include class actions, individual claims or customer remediation or compensation activities. The outcomes and total costs associated with such reviews and possible exposures remain uncertain.

SECURITY RECOVERY ACTIONS Various claims have been made or are anticipated, arising from security recovery actions taken to resolve impaired assets over recent years. ANZ will defend these claims.

CLEARING AND SETTLEMENT OBLIGATIONS Under the following arrangements, the Company has a commitment to comply with rules which could result in a bilateral exposure and loss if a member institution fails to settle: the Australian Payments Clearing Association Limited’s Regulations for the Australian Paper Clearing System, the Bulk Electronic Clearing System, the Issuers and Acquirers Community and the High Value Clearing System (HVCS). The Company’s potential exposure arising from these arrangements is unquantifiable in advance. Under the Austraclear System Regulations (Austraclear), and the CLS Bank International Rules, the Company has a commitment to participate in loss- sharing arrangements if a member institution fails to settle. The Company’s potential exposure arising from these arrangements is unquantifiable in advance. For HVCS and Austraclear, the above obligation arises only in limited circumstances. The Company is a member of various central clearing houses globally, including ASX Clear (Futures), London Clearing House (LCH) SwapClear, Korea Exchange (KRX), Hong Kong Exchange (HKEX) and the Shanghai Clearing House. These memberships allow the Company to centrally clear derivative instruments in line with cross-border regulatory requirements. Common to all of these memberships is the requirement for the Company to make default fund contributions. In the event of a default by another member, the Company could potentially be required to commit additional default fund contributions which are unquantifiable in advance.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

33. COMMITMENTS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS (continued) PARENT ENTITY GUARANTEES The Company has issued letters of comfort and guarantees in respect of certain subsidiaries in the normal course of business. Under these letters and guarantees, the Company undertakes to ensure that those subsidiaries continue to meet their financial obligations, subject to certain conditions including that the entity remains a controlled entity of the Company.

SALE OF GRINDLAYS BUSINESSES On 31 July 2000, the Company completed the sale to Standard Chartered Bank (SCB) of ANZ Limited and the private banking business of ANZ in the United Kingdom and Jersey, together with ANZ Grindlays (Jersey) Holdings Limited and its subsidiaries, for USD1.3 billion in cash. The Company provided warranties and certain indemnities relating to those businesses and, where it was anticipated that payments would be likely under the warranties or indemnities, made provisions to cover the anticipated liabilities. The issue below has not adversely impacted the reported results. All settlements and penalties to date have been covered within existing provisions.

In 1991 certain amounts were transferred from non-convertible Indian Rupee accounts maintained with Grindlays in India. These transactions may not have complied with the provisions of the Foreign Exchange Regulation Act, 1973 (India). Grindlays, on its own initiative, brought these transactions to the attention of the Reserve Bank of India. The Indian authorities served notices on Grindlays and certain of its officers in India and civil penalties have been imposed which are the subject of appeals. Criminal prosecutions are pending and will be defended. The amounts in issue are not material.

REVOCATION OF DEED OF CROSS GUARANTEE IN RESPECT OF CERTAIN CONTROLLED ENTITIES ASIC class order 98/1418 (as amended) provided relief to a number of wholly owned controlled entities from the requirements for preparation, audit, and lodgement of individual financial statements. Relief was previously granted to the following entities: •• ANZ Properties (Australia) Pty Ltd •• ANZ Capital Hedging Pty Ltd (in liquidation) •• ANZ Funds Pty Ltd •• Votraint No. 1103 Pty Limited •• ANZ Securities (Holdings) Pty Limited •• ANZ Commodity Trading Pty Ltd •• ANZ Nominees Pty Limited During the current year, ASIC replaced this class order with a new legislative instrument ASIC Corporations (Wholly owned Companies) Instrument 2016/785. Under the new instrument, APRA regulated companies are not eligible to rely on the ASIC Class Order relief for financial reporting obligations under Part 2M.3 of the Corporations Act 2001 (Cth). As Australia and New Zealand Banking Group Limited is regulated by APRA, the parties to the Deed are no longer able to obtain relief. The Company and the other entities which were party to the deed executed a deed of revocation on 30 March 2017 and lodged that deed with ASIC on 31 March 2017. All companies were released from the Deed of Cross Guarantee by 30 September 2017.

CONTINGENT ASSETS NATIONAL HOUSING BANK The Company is pursuing recovery of the proceeds of certain disputed cheques which were credited to the account of a former Grindlays customer in the early 1990s. The disputed cheques were drawn on the National Housing Bank (NHB) in India. Proceedings between Grindlays and NHB concerning the proceeds of the cheques were resolved in early 2002. Recovery is now being pursued from the estate of the Grindlays customer who received the cheque proceeds. Any amounts recovered are to be shared between the Company and NHB.

152 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

34. COMPENSATION OF AUDITORS

2017 2016 $’000 $’000 KPMG Australia Audit or review of financial reports 9,418 8,983 Audit-related services1 4,760 4,246 Non-audit services2 732 536 Total3 14,910 13,765

Overseas related practices of KPMG Australia Audit or review of financial reports 6,263 6,332 Audit-related services1 1,410 1,432 Non-audit services2 10 21 Total 7,683 7,785 Total compensation of auditors 22,593 21,550

1. Comprises prudential and regulatory services of $4.71 million (2016: $4.13 million), comfort letters $0.72 million (2016: $0.94 million) and other $0.74 million (2016: $0.61 million). 2. The nature of the non-audit services includes general market and regulatory insights, training, controls related assessments, methodology and procedural reviews. Further details are provided in the Directors’ Report. 3. Inclusive of goods and services tax.

The Group’s Policy allows KPMG Australia or any of its related practices to provide assurance and other audit-related services that, while outside the scope of the statutory audit, are consistent with the role of an external auditor. These include regulatory and prudential reviews requested by regulators such as APRA. Any other services that are not audit or audit-related services are non-audit services. The Policy allows certain non-audit services to be provided where the service would not contravene auditor independence requirements. KPMG Australia or any of its related practices may not provide services that are perceived to be in conflict with the role of the external auditor or breach auditor independence. These include consulting advice and subcontracting of operational activities normally undertaken by management, and engagements where the external auditor may ultimately be required to express an opinion on its own work.

153 ANZ 2017 ANNUAL REPORT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

35. EVENTS SINCE THE END OF THE FINANCIAL YEAR On 17 October 2017, the Group announced it had agreed to sell OnePath pensions and investments (OnePath P&I) and aligned dealer groups (ADG) business to IOOF Holdings Limited (IOOF) for $975 million. Completion is expected in the March 2019 half subject to certain conditions including regulatory approvals and the completion of the extraction of the OnePath P&I business from OnePath Life Insurance. The expected accounting loss on sale of ~$120 million is anticipated, however the final gain/loss on sale will be determined at completion and will be impacted by transaction and separation costs, final determination of goodwill to be disposed, other balances and final taxation impacts. On 18 October 2017, the Group announced it had entered into an agreement with its joint venture partner Metropolitan Bank & Trust Company (Metrobank) regarding the sale of its 40% stake in the Philippines based Metrobank Card Corporation (MCC). The Group has agreed to sell one half of its 40% stake in MCC to Metrobank, for US$144 million (A$184 million) expected to settle in late 2017. The Group also entered into a put option to sell its remaining 20% stake to Metrobank, exercisable in the September 2018 half on the same terms and for the same consideration. If exercised, this would deliver a total sale price of US$288 million (A$368 million). The sale is subject to customary regulatory approvals. On 23 October 2017, the Group announced it had reached a confidential in-principle agreement with the Australian Securities and Investments Commission (ASIC) to settle court action in respect of interbank trading and the bank bill swap rate (BBSW). On 30 October 2017, ANZ informed the Court that agreement with ASIC had been concluded. The financial impact to ANZ has been reflected in the financial statements. On 10 November 2017, there will be a hearing to determine whether the court is prepared to make the orders which ANZ and ASIC seek so as to give effect to the settlement. Other than the matters above, there have been no significant events from 30 September 2017 to the date of signing this report.

154 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED GROUP DIRECTORS' DECLARATION

Directors’ Declaration The Directors of Australia and New Zealand Banking Group Limited declare that: a) in the Directors’ opinion, the financial statements and notes of the Consolidated Entity are in accordance with the Corporations Act 2001, including: i) section 296, that they comply with the Australian Accounting Standards and any further requirements of the Corporations Regulations 2001; and ii) section 297, that they give a true and fair view of the financial position of the Consolidated Entity as at 30 September 2017 and of its performance for the year ended on that date; b) the notes to the financial statements of the Consolidated Entity include a statement that the financial statements and notes of the Consolidated Entity comply with International Financial Reporting Standards; c) the Directors have been given the declarations required by section 295A of the Corporations Act 2001; and d) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. Signed in accordance with a resolution of the Directors.

David M Gonski, AC Shayne C Elliott Chairman Director 2 November 2017

155 ANZ 2017 ANNUAL REPORT

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED REPORT ON THE AUDIT OF THE FINANCIAL REPORT

OPINION We have audited the Financial Report of Australia and New Zealand Banking Group Limited (the Company) and the entities it controlled at the year end and from time to time during the financial year (together, the Group). In our opinion, the accompanying Financial Report of the Group is in accordance with the Corporations Act 2001, including: •• giving a true and fair view of the Group’s financial position as at 30 September 2017 and of its financial performance for the year ended on that date; and •• complying with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises the: •• consolidated statement of financial position as at 30 September 2017; •• consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the year then ended; •• Notes 1 to 35 including a summary of significant accounting policies; and •• Directors’ Declaration.

BASIS FOR OPINION We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code.

KEY AUDIT MATTERS The Key Audit Matters we identified are: •• Provision for Credit Impairment; •• Valuation of Financial Instruments held at Fair Value; and •• IT Systems and Controls. Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

156 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

KEY AUDIT MATTERS (continued) PROVISION FOR CREDIT IMPAIRMENT ($3,798M) Refer to the critical accounting estimates and judgements and disclosures in relation to credit impairment provisioning in Notes 13 and 16 to the Financial Report.

The Key Audit Matter The provision for credit impairment is a Key Audit Matter as the Group has significant credit risk exposure to a large number of counterparties across a wide range of lending and other products, industries and geographies. The value of loans and advances on the balance sheet is significant and there is a high degree of complexity and judgement involved for the Group in estimating individual and collective credit impairment provisions against these loans. These features resulted in significant audit effort to address the risks around loan recoverability and the determination of related provisions.

How the matter was addressed in our audit Our audit procedures for the individual and collective provision for credit impairment included:

Provisions estimated across loan portfolios (individual provision) •• Testing the key controls over counterparty risk grading for wholesale loans (larger customer exposures that are monitored individually). We tested the approval of new lending facilities against the Group’s lending policies, the performance of annual loan assessments, and controls over the monitoring of counterparty credit quality. This included testing controls over the identification of exposures showing signs of stress, either due to internal factors specific to the counterparty or external macroeconomic factors, and testing the timeliness of and the accuracy of counterparty risk assessments and risk grading against the requirements of the Group’s lending policies and regulatory requirements; •• Performing credit assessments of a sample of wholesale loans managed by the Group’s specialist workout and recovery team assessed as higher risk or impaired, and a sample of other loans, focusing on larger exposures assessed by the Group as showing signs of deterioration, or in areas of emerging risk (assessed against external market conditions). We challenged the Group’s risk grading of the loan, their assessment of loan recoverability and the impact on the credit provision. To do this, we used the information on the Group’s loan file, discussed the case with the loan officer and management, and performed our own assessment of recoverability. This involved using our understanding of relevant industries and the macroeconomic environment, engaging KPMG specialists where required, and comparing assumptions of inputs used by the Group in recoverability assessments to externally sourced evidence, such as commodity prices, publicly available audited financial statements, and comparable external valuations of collateral held; and •• For retail loans (smaller customer exposures not monitored individually), testing controls over the systems which record lending arrears, group exposures into delinquency buckets based on the number of days loans are overdue, and calculate individual provisions. We tested automated calculation and change management controls and evaluated the Group’s oversight of the portfolios, with a focus on controls over delinquency statistics monitoring. We tested a sample of the level of provisions held against different loan products based on the delinquency profile and challenged assumptions made in respect of expected recoveries, primarily from collateral held. Provisions estimated across loan portfolios (collective provision) •• Testing the Group’s processes to validate the models used to calculate collective provisions, and evaluating the Group’s model methodologies against established market practices and criteria in the accounting standards; •• Testing the key controls within IT systems used to calculate the collective provision, specifically those relating to data management and the completeness and accuracy of data transfer from underlying source systems to the collective provision models; •• Testing the accuracy of key inputs into models by checking a sample of year-end balances to the general ledger, and repayment history and risk ratings to source systems; •• Challenging the key assumptions in the models such as emergence periods, probability of default and loss given default, for a sample of retail and wholesale portfolios. We compared modelled estimates against actual losses incurred by the Group; and •• Re-performing, for a sample of retail and wholesale portfolios and using a KPMG-constructed calculation tool, the calculation of collective provisions, to determine the accuracy of model output. We also challenged key assumptions in the components of the Group’s collective provision balance held above modelled provision estimates. This included: •• Evaluating inputs to the concentration risk and economic cycle provisions by comparing underlying portfolio characteristics to recent loss experience, current market conditions and specific risks inherent in the Group’s loan portfolios; •• Assessing the requirement for other additional provisions by considering model or data deficiencies identified by the Group’s model validation processes; and •• Assessing the completeness of additional provisions by checking the consistency of risks identified in the portfolios to their inclusion in the Group’s assessment.

157 ANZ 2017 ANNUAL REPORT

INDEPENDENT AUDITOR’S REPORT (continued)

KEY AUDIT MATTERS (continued) VALUATION OF FINANCIAL INSTRUMENTS HELD AT FAIR VALUE: - FINANCIAL ASSETS HELD AT FAIR VALUE $213,627M - FINANCIAL LIABILITIES HELD AT FAIR VALUE $110,934M Refer to the critical accounting estimates, judgements and disclosures of fair values in Note 17 to the Financial Report. The Key Audit Matter Financial instruments held at fair value on the Group’s balance sheet include available for sale assets, trading securities, derivative assets and liabilities, investments backing policy liabilities, policy liabilities, certain debt securities, and other assets and liabilities designated as measured at fair value through profit or loss. The instruments are mainly risk management products sold to customers and used by the Group to manage its own interest rate and foreign exchange risk. The valuation of financial instruments held at fair value is considered a Key Audit Matter as: •• Financial instruments held at fair value are significant (24% of total assets and 13% of total liabilities); •• The significant volume and range of products transacted, in a number of international locations, increases the risk of inconsistencies in transaction management processes that could lead to inaccurate valuation; •• Determining the fair value of trading securities and derivatives involves a significant level of judgement by the Group, increasing the risk of error, and adding complexity to our audit. The level of judgement increases where internal models, as opposed to quoted market prices, are used to determine fair value of an instrument, or where inputs to the internal models, such as discount rates and measures of volatility, are not observable; and •• The valuation of certain derivatives held by the Group is sensitive to inputs including funding rates, probabilities of default and loss given default, and industry practice is evolving as to how the impact of both funding and credit risk is incorporated within the valuation of certain derivative instruments. This increased our audit effort in this area and necessitated the involvement of valuation specialists. How the matter was addressed in our audit Our audit procedures for the valuation of financial instruments held at fair value included: •• Testing access rights and change management controls for key valuation systems; •• Testing interface controls, notably the completeness and accuracy of data transfers between transaction processing systems, key systems used to generate valuations and any related valuation adjustments, and the Group’s market risk management and finance systems to identify inconsistencies in transaction management and valuation processes across products and locations; •• Testing the governance and approval controls, such as management review and approval of the valuation models, and approval of new products against policies and procedures; •• Testing the front office management review and approval of the daily financial instrument trading profit and loss reconciliations prepared by the Group’s independent product control function; •• Testing the management review and approval of model construction and validation, aimed at assessing the validity and robustness of underlying valuation models; and •• Testing the Group’s data validation controls, such as those over key inputs in generating the fair value to market data where fair values were determined by front office teams. We carried out testing over the valuation of financial instruments with both observable and unobservable inputs. Our specific testing involved valuation specialists and included: •• Re-performing the valuation of ‘level 1’ and ‘level 2’ available for sale assets and trading securities, which are primarily government, semi- government and corporate debt securities, by comparing the observable inputs, including quoted prices, to independently sourced market data; •• Using independent models, re-calculating the valuation of a sample, across locations, of derivative assets and liabilities where the fair value was determined using observable inputs. This included comparing a sample of observable inputs used in the Group’s derivative valuations to independently-sourced market data, such as interest rates, foreign exchange rates and volatilities; •• Where the fair value of derivatives and other financial assets and liabilities were determined using unobservable inputs (‘level 3’ instruments), challenging the Group’s valuation model by testing the key inputs used to comparable data in the market, including the use of proxy instruments and available alternatives. We compared the Group’s valuation methodology to industry practice and the criteria in the accounting standards; and •• Evaluating the appropriateness of the Group’s valuation methodology for derivative financial instruments, having regard to current and emerging derivative valuation practices across a range of peer institutions, and against the required criteria in the accounting standards. We tested adjustments made to valuations, particularly funding and credit valuation adjustments on un-collateralised derivatives. In particular, for a sample of individual counterparties, across locations, we tested key inputs to the credit valuation adjustment calculation, including the probability of default, against observable market data. Where proxies were used, we assessed the proxy against available alternatives, across a number of locations.

158 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

KEY AUDIT MATTERS (continued) IT SYSTEMS AND CONTROLS Refer to the basis of preparation in Note 1 to the Financial Report.

The Key Audit Matter As a major Australian bank, the group’s businesses utilise a large number of complex, interdependent Information Technology (IT) systems to process and record a high volume of transactions. Controls over access and changes to IT systems are critical to the recording of financial information and the preparation of a financial report which provides a true and fair view of the Group’s financial position and performance. The IT systems and controls, as they impact the financial recording and reporting of transactions, is a key audit matter and our audit approach could significantly differ depending on the effective operation of the Group’s IT controls. KPMG IT specialists were used throughout the engagement as a core part of our audit team.

How the matter was addressed in our audit We tested the control environment for key IT applications (systems) used in processing significant transactions and recording balances in the general ledger. We also tested automated controls embedded within these systems. Our audit procedures included: •• Testing the governance controls used by the Group’s technology teams to monitor system integrity, by checking matters impacting the operational integrity of core systems for escalation and action in accordance with the Group’s policies; •• Testing the access rights given to staff by checking them to approved records, and inspecting the reports over the granting and removal of access rights. We also looked for evidence of escalation of breaches; •• Testing preventative controls designed to enforce segregation of duties between users within particular systems; •• Testing the operating effectiveness of automated controls, principally relating to the automated calculation of financial transactions. We tested the inputs used within automated calculations to source data and also tested the accuracy of the calculation logic for a sample of transactions within each identified control; and •• Testing the operating effectiveness of automated reconciliation controls, both between systems and intra-system. We checked a sample of identified breaks in reconciliations were recorded on exception reports, and subsequently investigated and cleared by the Group.

OTHER INFORMATION Other Information is both financial and non-financial information in Australia and New Zealand Banking Group Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor's Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report, we have nothing to report.

RESPONSIBILITIES OF DIRECTORS FOR THE FINANCIAL REPORT The Directors are responsible for: •• preparing a Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; •• implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and •• assessing the Group’s ability to continue as a going concern. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL REPORT Our objective is: •• to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and •• to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_files/ar2.pdf. This description forms part of our Auditor’s Report.

159 ANZ 2017 ANNUAL REPORT

INDEPENDENT AUDITOR’S REPORT (continued)

REPORT ON THE REMUNERATION REPORT In our opinion, the Remuneration Report of Australia and New Zealand Banking Group Limited for the year ended 30 September 2017, complies with Section 300A of the Corporations Act 2001.

DIRECTORS’ RESPONSIBILITIES The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001.

OUR RESPONSIBILITIES We have audited the Remuneration Report included in pages 36 to 61 of the Directors’ report for the year ended 30 September 2017. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

KPMG Alison Kitchen Partner Melbourne 2 November 2017

160 SHAREHOLDER INFORMATION - UNAUDITED

SHAREHOLDER INFORMATION - unaudited

ORDINARY SHARES At 4 October 2017, the twenty largest holders of ANZ ordinary shares held 1,715,161,341 ordinary shares, equal to 58.39% of the total issued ordinary capital. At 4 October 2017 the issued ordinary capital was 2,937,415,327 ordinary shares. Name Number of shares % of shares 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 754,443,958 25.68 2 J P MORGAN NOMINEES AUSTRALIA LIMITED 414,475,575 14.11 3 CITICORP NOMINEES PTY LIMITED 195,729,817 6.66 4 NATIONAL NOMINEES LIMITED 115,793,028 3.94 5 BNP PARIBAS NOMINEES PTY LTD 61,881,970 2.11 6 BNP PARIBAS NOMS PTY LTD 42,123,456 1.43 7 CITICORP NOMINEES PTY LIMITED 32,655,318 1.11 8 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 18,853,278 0.64 9 CITICORP NOMINEES PTY LIMITED 13,269,878 0.45 10 AMP LIFE LIMITED 11,170,377 0.38 11 ARGO INVESTMENTS LIMITED 9,762,275 0.33 12 AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED 8,487,710 0.29 13 ANZEST PTY LTD 7,193,627 0.25 14 IOOF INVESTMENT MANAGEMENT LIMITED 4,995,561 0.17 15 ANZEST PTY LTD 4,642,186 0.16 16 NAVIGATOR AUSTRALIA LTD 4,534,684 0.16 17 NULIS NOMINEES (AUSTRALIA) LIMITED 4,293,990 0.15 18 UBS NOMINEES PTY LTD 4,102,750 0.14 19 MILTON CORPORATION LIMITED 3,408,473 0.12 20 CUSTODIAL SERVICES LIMITED 3,343,430 0.11 Total 1,715,161,341 58.39

Distribution of shareholdings At 4 October 2017 Number of % of Number of % of Range of shares holders holders shares shares 1 to 1,000 289,812 55.48 117,870,873 4.01 1,001 to 5,000 185,809 35.57 424,343,236 14.45 5,001 to 10,000 30,160 5.77 209,804,878 7.14 10,001 to 100,000 16,160 3.09 323,396,122 11.01 Over 100,000 445 0.09 1,862,000,218 63.39 Total 522,386 100.00 2,937,415,327 100.00

At 4 October 2017: •• the average size of holdings of ordinary shares was 5,623 (2016: 5,374) shares; and •• there were 11,627 holdings (2016:10,987 holdings) of less than a marketable parcel (less than $500 in value or 18 shares based on the market price of $29.24 per share), which is less than 2.23% of the total holdings of ordinary shares. On 12 May 2017 ANZ was notified by Blackrock Group that it held a substantial shareholding of 148,984,864 ordinary shares in ANZ (5.07%). As at 4 October 2017 ANZ has received no further update in relation to this substantial shareholding.

VOTING RIGHTS OF ORDINARY SHARES The Constitution provides for votes to be cast as follows: i) on show of hands, one vote for each shareholder; and ii) on a poll, one vote for every fully paid ordinary share. A register of holders of ordinary shares is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010)

161 ANZ 2017 ANNUAL REPORT

SHAREHOLDER INFORMATION - unaudited (continued)

ANZ CONVERTIBLE PREFERENCE SHARES ANZ CPS3 On 28 September 2011 the Company issued convertible preference shares (ANZ CPS3) which were offered pursuant to a prospectus dated 31 August 2011. At 4 October 2017, the twenty largest holders of ANZ CPS3 held 1,463,836 securities, equal to 25.55% of the total issued securities. At 4 October 2017 the total number of CPS3 on issue was 5,728,859. Name Number of securities % of securities 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 310,905 5.43 2 J P MORGAN NOMINEES AUSTRALIA LIMITED 257,168 4.49 3 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 186,069 3.25 4 CITICORP NOMINEES PTY LIMITED 171,454 2.99 5 NAVIGATOR AUSTRALIA LTD 72,798 1.27 6 IOOF INVESTMENT MANAGEMENT LIMITED 65,532 1.14 7 NULIS NOMINEES (AUSTRALIA) LIMITED 62,307 1.09 8 BNP PARIBAS NOMS PTY LTD 41,485 0.72 9 SA BUILDING INDUSTRY REDUNDANCY SCHEME 40,000 0.70 10 AUST EXECUTOR TRUSTEES LTD 34,427 0.60 11 NETWEALTH INVESTMENTS LIMITED 33,582 0.59 12 AUST EXECUTOR TRUSTEES LTD 32,615 0.57 13 TRANBER PTY LTD 32,500 0.57 14 MADINGLEY NOMINEES PTY LTD 23,776 0.41 15 G P MARKETING INTERNATIONAL PTY LTD 20,000 0.35 16 INVIA CUSTODIAN PTY LIMITED 17,892 0.31 17 SUNSTONE FINANCE PTY LTD 15,809 0.28 18 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP 15,420 0.27 19 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 15,097 0.26 20 PCI PTY LTD 15,000 0.26 Total 1,463,836 25.55

Distribution of ANZ CPS3 holdings At 4 October 2017 Number of % of Number of % of Range of securities holders holders securities securities 1 to 1,000 8,785 92.74 2,623,845 45.80 1,001 to 5,000 622 6.57 1,234,986 21.56 5,001 to 10,000 39 0.41 326,066 5.69 10,001 to 100,000 23 0.24 618,366 10.79 Over 100,000 4 0.04 925,596 16.16 Total 9,473 100.00 5,728,859 100.00 At 4 October 2017 there were 13 holdings (2016:14 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $100.76 per security), which is less than 0.14% of the total holdings of ANZ CPS3.

VOTING RIGHTS OF ANZ CPS3 On a resolution or proposal on which an ANZ CPS3 holder is entitled An ANZ CPS3 holder has the right to vote at a meeting of members to vote, the ANZ CPS3 holder has: of the Company in the following circumstances and in no others: i) on a show of hands, one vote; and i) on any proposal to reduce the Company’s share capital, other ii) on a poll, one vote for each ANZ CPS3 held. than a resolution to approve a redemption of the ANZ CPS3; A register of holders of ordinary shares is held at: ii) on a proposal that affects the rights attached to the ANZ CPS3; 452 Johnston Street iii) on any resolution to approve the terms of a buy-back agreement, other Abbotsford than a resolution to approve a redemption of ANZ CPS3; Victoria, Australia iv) on a proposal to wind up the Company; (Telephone: +61 3 9415 4010 v) on a proposal for the disposal of the whole of the Company’s property, business and undertaking; vi) on any matter during a winding-up of the Company; and vii) on any matter during a period in which a dividend remains unpaid.

162 SHAREHOLDER INFORMATION - UNAUDITED

ANZ CAPITAL NOTES ANZ CN1 On 7 August 2013 the Company issued convertible subordinated perpetual notes (ANZ CN1) which were offered pursuant to a prospectus dated 10 July 2013. At 4 October 2017 the twenty largest holders of ANZ CN1 held 2,229,852 securities, equal to 19.91% of the total issued securities. At 4 October 2017 the total number of CN1 on issue was 11,200,000. Name Number of securities % of securities 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 466,060 4.16 2 NAVIGATOR AUSTRALIA LTD 174,335 1.56 3 BNP PARIBAS NOMS PTY LTD 171,652 1.53 4 NETWEALTH INVESTMENTS LIMITED 152,506 1.36 5 CITICORP NOMINEES PTY LIMITED 148,984 1.33 6 J P MORGAN NOMINEES AUSTRALIA LIMITED 139,892 1.25 7 IOOF INVESTMENT MANAGEMENT LIMITED 138,805 1.24 8 NULIS NOMINEES (AUSTRALIA) LIMITED 132,123 1.18 9 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 130,948 1.17 10 NATIONAL NOMINEES LIMITED 114,822 1.02 11 SERVCORP HOLDINGS PTY LTD 58,325 0.52 12 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 56,127 0.50 13 DIMBULU PTY LTD 50,000 0.45 14 RANDAZZO C & G DEVELOPMENTS PTY LTD 50,000 0.45 15 MCCUSKER FOUNDATION LTD 46,000 0.41 16 IOOF INVESTMENT MANAGEMENT LIMITED 42,508 0.38 17 ADCO CONSTRUCTIONS PTY LTD 40,000 0.36 18 THORSEN INVESTMENTS PTY LTD 40,000 0.36 19 NETWEALTH INVESTMENTS LIMITED 39,402 0.35 20 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP 37,363 0.33 Total 2,229,852 19.91

Distribution of ANZ CN1 holdings At 4 October 2017 Number of % of Number of % of Range of securities holders holders securities securities 1 to 1,000 14,893 90.77 4,962,238 44.31 1,001 to 5,000 1,379 8.40 2,856,504 25.50 5,001 to 10,000 88 0.54 674,837 6.03 10,001 to 100,000 37 0.23 936,294 8.36 Over 100,000 10 0.06 1,770,127 15.80 Total 16,407 100.00 11,200,000 100.00

At 4 October 2017 there were 2 holdings (2016: 3 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $101.739 per security), which is less than 0.01% of the total holdings of ANZ CN1.

VOTING RIGHTS OF ANZ CN1 ANZ CN1 do not confer on holders a right to vote at any meeting of members of the Company. A register of holders of ANZ CN1 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010)

163 ANZ 2017 ANNUAL REPORT

SHAREHOLDER INFORMATION - unaudited (continued)

ANZ CN2 On 31 March 2014 the Company issued convertible subordinated perpetual notes (ANZ CN2) which were offered pursuant to a prospectus dated 19 February 2014. At 4 October 2017 the twenty largest holders of ANZ CN2 held 3,177,434 securities, equal to 19.74% of the total issued securities. At 4 October 2017 the total number of CN2 on issue was 16,100,000.

Name Number of securities % of securities 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 995,997 6.19 2 BNP PARIBAS NOMS PTY LTD 242,475 1.51 3 IOOF INVESTMENT MANAGEMENT LIMITED 203,611 1.26 4 NAVIGATOR AUSTRALIA LTD 177,416 1.10 5 NETWEALTH INVESTMENTS LIMITED 168,948 1.05 6 JOHN E GILL TRADING PTY LTD 165,026 1.03 7 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 128,480 0.80 8 CITICORP NOMINEES PTY LIMITED 116,911 0.73 9 NULIS NOMINEES (AUSTRALIA) LIMITED 116,661 0.72 10 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP 116,577 0.72 11 J P MORGAN NOMINEES AUSTRALIA LIMITED 106,182 0.66 12 NETWEALTH INVESTMENTS LIMITED 102,709 0.64 13 LIGHTNINGEDGE PTY LTD 100,000 0.62 14 NAVIGATOR AUSTRALIA LTD 87,972 0.55 15 NATIONAL NOMINEES LIMITED 65,683 0.41 16 CITICORP NOMINEES PTY LIMITED 62,588 0.39 17 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 60,198 0.37 18 RAKIO PTY LTD 60,000 0.37 19 BALLARD BAY PTY LTD 50,000 0.31 20 JMB PTY LIMITED 50,000 0.31 Total 3,177,434 19.74

Distribution of ANZ CN2 holdings At 4 October 2017 Number of % of Number of % of Range of securities holders holders securities securities 1 to 1,000 19,818 89.90 6,688,783 41.54 1,001 to 5,000 2,005 9.10 3,943,840 24.50 5,001 to 10,000 134 0.61 996,465 6.19 10,001 to 100,000 75 0.34 1,829,919 11.37 Over 100,000 12 0.05 2,640,993 16.40 Total 22,044 100.00 16,100,000 100.00

At 4 October 2017 there were 4 holdings (2016: 3 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $100.76 per security), which is less than 0.02% of the total holdings of ANZ CN2.

VOTING RIGHTS OF ANZ CN2 ANZ CN2 do not confer on holders a right to vote at any meeting of members of the Company. A register of holders of ANZ CN2 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010)

164 SHAREHOLDER INFORMATION - UNAUDITED

ANZ CN3 On 5 March 2015 the Company acting through its New Zealand Branch, issued convertible subordinated perpetual notes (ANZ CN3) which were offered pursuant to a prospectus dated 5 February 2015. At 4 October 2017 the twenty largest holders of ANZ CN3 held 1,805,764 securities, equal to 18.61% of the total issued securities. At 4 October 2017 the total number of ANZ CN3 on issue was 9,701,791.

Name Number of securities % of securities 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 419,509 4.32 2 LONGHURST MANAGEMENT SERVICES PTY LTD 167,000 1.72 3 CITICORP NOMINEES PTY LIMITED 102,063 1.05 4 RAKIO PTY LTD 100,000 1.03 5 NATIONAL NOMINEES LIMITED 93,356 0.96 6 JDB SERVICES PTY LTD 90,755 0.94 7 NETWEALTH INVESTMENTS LIMITED 89,458 0.92 8 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 88,903 0.92 9 J P MORGAN NOMINEES AUSTRALIA LIMITED 86,954 0.90 10 SANDHURST TRUSTEES LTD 75,000 0.77 11 TRANSFIELD FINANCE PTY LTD 70,600 0.73 12 BNP PARIBAS NOMINEES PTY LTD 58,643 0.60 13 THE WALTER AND ELIZA HALL INSTITUTE OF MEDICAL RESEARCH 50,850 0.52 14 ROOKWOOD GENERAL CEMETERIES RESERVE 50,000 0.52 15 BNP PARIBAS NOMS PTY LTD 49,901 0.51 16 NULIS NOMINEES (AUSTRALIA) LIMITED 49,173 0.51 17 HAWAII INVESTMENTS PTY LTD 44,250 0.46 18 NAVIGATOR AUSTRALIA LTD 43,643 0.45 19 MR PAUL WILLIAM BROTCHIE + MR KENNETH FRANCIS WALLACE 40,000 0.41 20 NAVIGATOR AUSTRALIA LTD 35,706 0.37 Total 1,805,764 18.61

Distribution of ANZ CN3 holdings At 4 October 2017 Number of % of Number of % of Range of securities holders holders securities securities 1 to 1,000 11,671 90.00 3,969,183 40.91 1,001 to 5,000 1,143 8.82 2,442,614 25.18 5,001 to 10,000 95 0.73 762,597 7.86 10,001 to 100,000 56 0.43 1,838,825 18.95 Over 100,000 3 0.02 688,572 7.10 Total 12,968 100.00 9,701,791 100.00

At 4 October 2017 there was 1 holding (2016: 2 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $102.361 per security), which is less than 0.01% of the total holdings of ANZ CN3.

VOTING RIGHTS OF ANZ CN3 ANZ CN3 do not confer on holders a right to vote at any meeting of members of the Company. A register of holders of ANZ CN3 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010)

165 ANZ 2017 ANNUAL REPORT

SHAREHOLDER INFORMATION - unaudited (continued)

ANZ CN4 On 27 September 2016 the Company issued convertible subordinated perpetual notes (ANZ CN4) which were offered pursuant to a prospectus dated 24 August 2016. At 4 October 2017 the twenty largest holders of ANZ CN4 held 3,747,498 securities, equal to 23.10% of the total issued securities. At 4 October 2017 the total number of ANZ CN4 on issue was 16,220,000.

Name Number of securities % of securities 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 1,037,081 6.39 2 CITICORP NOMINEES PTY LIMITED 349,144 2.15 3 NATIONAL NOMINEES LIMITED 334,338 2.06 4 J P MORGAN NOMINEES AUSTRALIA LIMITED 299,934 1.85 5 IOOF INVESTMENT MANAGEMENT LIMITED 229,872 1.42 6 NAVIGATOR AUSTRALIA LTD 182,447 1.13 7 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 174,682 1.08 8 BNP PARIBAS NOMS PTY LTD 154,450 0.95 9 NETWEALTH INVESTMENTS LIMITED 149,830 0.92 10 NULIS NOMINEES (AUSTRALIA) LIMITED 123,294 0.76 11 JMB PTY LIMITED 100,600 0.62 12 DIMBULU PTY LTD 100,000 0.62 13 RANDAZZO C & G DEVELOPMENTS PTY LTD 78,500 0.48 14 BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD DRP 69,930 0.43 15 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 68,908 0.43 16 MUTUAL TRUST PTY LTD 66,093 0.41 17 NATIONAL NOMINEES LIMITED 63,150 0.39 18 MR PHILIP WILLIAM DOYLE 60,000 0.37 19 ZW 2 PTY LTD 55,868 0.34 20 V S ACCESS PTY LTD 49,377 0.30 Total 3,747,498 23.10

Distribution of ANZ CN4 holdings At 4 October 2017 Number of % of Number of % of Range of securities holders holders securities securities 1 to 1,000 17,600 89.28 6,109,246 37.66 1,001 to 5,000 1,875 9.51 4,019,110 24.78 5,001 to 10,000 153 0.78 1,129,872 6.97 10,001 to 100,000 74 0.38 1,826,100 11.26 Over 100,000 11 0.05 3,135,672 19.33 Total 19,713 100.00 16,220,000 100.00

At 4 October 2017 there were 5 holdings (2016: 4 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $106.63 per security), which is less than 0.03% of the total holdings of ANZ CN4.

VOTING RIGHTS OF ANZ CN4 ANZ CN4 do not confer on holders a right to vote at any meeting of members of the Company. A register of holders of ANZ CN4 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010)

166 SHAREHOLDER INFORMATION - UNAUDITED

ANZ CN5 On 28 September 2017 the Company issued convertible subordinated perpetual notes (ANZ CN5) which were offered pursuant to a prospectus dated 24 August 2017. At 4 October 2017 the twenty largest holders of ANZ CN5 held 1,748,634 securities, equal to 18.78% of the total issued securities. At 4 October 2017 the total number of ANZ CN5 on issue was 9,310,782.

Name Number of securities % of securities 1 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 622,450 6.68 2 NULIS NOMINEES (AUSTRALIA) LIMITED 86,411 0.93 3 NAVIGATOR AUSTRALIA LTD 86,065 0.92 4 DIMBULU PTY LTD 85,000 0.91 5 LONGHURST MANAGEMENT SERVICES PTY LTD 83,246 0.89 6 CITICORP NOMINEES PTY LIMITED 81,655 0.88 7 BNP PARIBAS NOMS PTY LTD 80,696 0.87 8 JMB PTY LIMITED 70,000 0.75 9 J P MORGAN NOMINEES AUSTRALIA LIMITED 68,352 0.73 10 NETWEALTH INVESTMENTS LIMITED 59,198 0.64 11 EASTCOTE PTY LTD 50,000 0.54 12 FEDERATION UNIVERSITY AUSTRALIA 50,000 0.54 13 RANDAZZO C & G DEVELOPMENTS PTY LTD 50,000 0.54 14 KAPTOCK PTY LTD 48,745 0.52 15 NETWEALTH INVESTMENTS LIMITED 44,299 0.48 16 MR RONALD MAURICE BUNKER 40,000 0.43 17 G C F INVESTMENTS PTY LTD 39,861 0.43 18 IOOF INVESTMENT MANAGEMENT LIMITED 37,979 0.41 19 SIR MOSES MONTEFIORE JEWISH HOME 33,000 0.35 20 AUSTRALIAN EXECUTOR TRUSTEES LIMITED 31,677 0.34 Total 1,748,634 18.78

Distribution of ANZ CN5 holdings At 4 October 2017 Number of % of Number of % of Range of securities holders holders securities securities 1 to 1,000 11,145 90.04 3,913,396 42.03 1,001 to 5,000 1,111 8.97 2,502,479 26.88 5,001 to 10,000 65 0.53 495,299 5.32 10,001 to 100,000 56 0.45 1,777,158 19.09 Over 100,000 1 0.01 622,450 6.68 Total 12,378 100.00 9,310,782 100.00

At 4 October 2017 there were no holdings of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $101.82 per security).

VOTING RIGHTS OF ANZ CN5 ANZ CN5 do not confer on holders a right to vote at any meeting of members of the Company. A register of holders of ANZ CN5 is held at: 452 Johnston Street Abbotsford Victoria, Australia (Telephone: +61 3 9415 4010)

167 ANZ 2017 ANNUAL REPORT

SHAREHOLDER INFORMATION - unaudited (continued)

EMPLOYEE SHAREHOLDER INFORMATION AMERICAN DEPOSITARY RECEIPTS In order to comply with the requirements of the ANZ Employee Share The Group has American Depositary Receipts (ADRs) representing Acquisition Plan Rules and the ANZ Share Option Plan Rules, shares or American Depositary Shares (ADSs) that are traded on the over-the-counter options must not be issued under these Plans if the aggregate number of securities market ‘OTC Pink’ electronic platform operated by OTC Markets shares and options that remain subject to the Rules of either Plan exceed Group Inc. in the United States under the ticker symbol: ANZBY and the 7% of the total number of ANZ shares of all classes on issue (including CUSIP number: 052528304. preference shares). At 30 September 2017 participants under the following With effect from 23 July 2008, the ADR ratio changed from one ADS plans/schemes held 0.87% (2016: 1.01%) of the total number of ANZ shares representing five ANZ ordinary shares to one ADS representing one ANZ of all classes on issue: ordinary share. •• ANZ Employee Share Acquisition Plan; Citibank Shareholder Services is the Depositary for the Company’s ADR •• ANZ Employee Share Save Scheme; program in the United States. Holders of the Company’s ADRs should deal •• ANZ Share Option Plan; and directly with Citibank Shareholder Services on all matters relating to their •• ANZ Directors’ Share Plan. ADR holdings. Registered Depositary Receipt shareholders can sell shares, access account balances and transaction history, find answers to frequently STOCK EXCHANGE LISTINGS asked questions and download commonly needed forms. To speak directly Australia and New Zealand Banking Group Limited’s ordinary to a Citibank Shareholder Services representative, please call 1-877-CITI- shares are listed on the Australian Securities Exchange and the ADR (1-877-248-4237) if you are calling from within the United States. If you New Zealand Exchange. are calling from outside the United States, please call 1-781-575-4555. You may also send an e-mail inquiry to [email protected] The Group’s other stock exchange listings include: or visit the website at citi.com/adr. •• Australian Securities Exchange – ANZ Convertible Preference Shares (ANZ CPS3), ANZ Capital Notes (CN1, CN2, CN3, CN4 and CN5), ANZ Capital Securities, senior debt (including covered bonds) and subordinated debt (including ANZ Subordinated Notes) [Australia and New Zealand Banking Group Limited], and residential mortgage backed securities; •• London Stock Exchange – Senior (including covered bonds) and subordinated debt [Australia and New Zealand Banking Group Limited]; senior (including covered bonds) debt [ANZ New Zealand (Int’l) Limited]; •• Luxembourg Stock Exchange – Perpetual subordinated debt [Australia and New Zealand Banking Group Limited]; •• New Zealand Exchange – ANZ NZ Capital Notes, senior debt and perpetual callable subordinated notes [ANZ Bank New Zealand Limited]; •• SIX Swiss Exchange – Senior debt (including covered bonds) [Australia and New Zealand Banking Group Limited and ANZ New Zealand (Int’l) Limited]; and •• Taipei Exchange – Senior debt [Australia and New Zealand Banking Group Limited]. For more information on the ANZ Convertible Preference Shares, ANZ Capital Notes, ANZ Capital Securities and ANZ NZ Capital Notes please refer to Note 15 to the Financial Report.

168 GLOSSARY

GLOSSARY

AASs – Australian Accounting Standards. Customer deposits represent term deposits, other deposits bearing interest, deposits not bearing interest and borrowing corporations debt AASB – Australian Accounting Standards Board. The term “AASB” is excluding securitisation deposits. commonly used when identifying AASs issued by the AASB. In doing so, the term is used together with the AAS number. Dividend payout ratio is the total ordinary dividend payment divided by profit attributable to shareholders of the Company, adjusted for the ADI – Authorised Deposit-taking Institution. amount of preference share dividends paid. APRA – Australian Prudential Regulation Authority. Fair value is an amount at which an asset or liability could be exchanged APS – ADI Prudential Standard. between knowledgeable and willing parties in an arm’s length transaction. BCBS – Basel Committee on Banking Supervision. Gross loans and advances (GLA) is made up of loans and advances, acceptances and capitalised brokerage/mortgage origination fees less Cash profit is an additional measure of profit which is prepared on a basis unearned income. other than in accordance with accounting standards. Cash profit represents ANZ’s preferred measure of the result of the ongoing business activities of IFRS – International Financial Reporting Standards. the Group, enabling readers to assess Group and Divisional performance Impaired assets are those financial assets where doubt exists as to against prior periods and against peer institutions. To calculate cash profit, whether the full contractual amount will be received in a timely manner, the Group excludes non-core items from statutory profit as noted below. or where concessional terms have been provided because of the financial These items are calculated consistently period on period so as not to difficulties of the customer. Financial assets are impaired if there is objective discriminate between positive and negative adjustments. evidence of impairment as a result of a loss event that occurred prior to Gains and losses are adjusted where they are significant, or have the reporting date, and that loss event has had an impact, which can be the potential to be significant in any one period, and fall into one reliably estimated, on the expected future cash flows of the individual asset of three categories: or portfolio of assets. 1. gains or losses included in earnings arising from changes in tax, legal or Impaired loans comprise drawn facilities where the customer’s status is accounting legislation or other non-core items not associated with the defined as impaired. ongoing operations of the Group; Individual provision is the amount of expected credit losses on financial 2. treasury shares, revaluation of policy liabilities, economic hedging instruments assessed for impairment on an individual basis (as opposed impacts and similar accounting items that represent timing differences to on a collective basis). It takes into account expected cash flows over that will reverse through earnings in the future; and the lives of those financial instruments. 3. accounting reclassifications between individual line items that do not impact reported results, such as policyholder tax gross up. Interest rate risk in the banking book (IRRBB) relates to the potential adverse impact of changes in market interest rates on ANZ’s future net 4. Cash profit is not a measure of cash flow or profit determined interest income. The risk generally arises from: on a cash accounting basis. 1. Repricing and yield curve risk - the risk to earnings or market value as a Collective provision is the provision for credit losses that are inherent in result of changes in the overall level of interest rates and/or the relativity the portfolio but not able to be individually identified. A collective provision of these rates across the yield curve; is only recognised when a loss event has occurred. Losses expected as 2. Basis risk - the risk to earnings or market value arising from volatility in a result of future events, no matter how likely, are not recognised. the interest margin applicable to banking book items; and Covered Bonds are bonds issued by an ADI to external investors secured 3. Optionality risk - the risk to earnings or market value arising from the against a pool of the ADI’s assets (the cover pool) assigned to a bankruptcy existence of stand-alone or embedded options in banking book items. remote special purpose entity. The primary assets forming the cover pool are mortgage loans. The mortgages remain on the issuer’s balance sheet. Internationally comparable ratios are ANZ’s interpretation of the The covered bond holders have dual recourse to the issuer and the cover regulations documented in the Basel Committee publications; “Basel lll: A pool assets. The mortgages included in the cover pool cannot be otherwise global regulatory framework for more resilient banks and banking systems” pledged or disposed of but may be repurchased and substituted in order (June 2011) and “International Convergence of Capital Measurement and to maintain the credit quality of the pool. The Group issues covered bonds Capital Standards” (June 2006). They also include differences identified in as part of its funding activities. APRA’s information paper entitled International Capital Comparison Study (13 July 2015). Credit risk is the risk of financial loss resulting from the failure of ANZ’s customers and counterparties to honour or perform fully the terms Net interest margin is net interest income as a percentage of average of a loan or contract. interest earning assets. Credit risk weighted assets represent assets which are weighted for credit Net loans and advances represent gross loans and advances less risk according to a set formula contained within APS 112/113. provisions for credit impairment. Credit valuation adjustment (CVA) – Over the life of a derivative Net tangible assets equal share capital and reserves attributable instrument, ANZ uses a CVA model to adjust fair value to take into account to shareholders of the Company less preference share capital and the impact of counterparty credit quality. The methodology calculates the unamortised intangible assets (including goodwill and software). present value of expected losses over the life of the financial instrument Regulatory deposits are mandatory reserve deposits lodged with local as a function of probability of default, loss given default, expected credit central banks in accordance with statutory requirements. risk exposure and an asset correlation factor. Impaired derivatives are also subject to a CVA.

169 ANZ 2017 ANNUAL REPORT

GLOSSARY (continued)

Restructured items comprise facilities in which the original contractual terms have been modified for reasons related to the financial difficulties of the customer. Restructuring may consist of reduction of interest, principal or other payments legally due, or an extension in maturity materially beyond those typically offered to new facilities with similar risk. Return on average assets calculated as the profit attributable to shareholders of the Company, adjusted for the amount of preference share dividends paid, divided by average total assets. Return on average ordinary equity calculated as the profit attributable to shareholders of the Company, adjusted for the amount of preference share dividends paid, divided by average ordinary shareholders’ equity. Regulatory deposits are mandatory reserve deposits lodged with local central banks in accordance with statutory requirements. Risk weighted assets (RWA) – Assets (both on and off-balance sheet) are risk weighted according to each asset’s inherent potential for default and what the likely losses would be in the case of default. In the case of non asset backed risks (i.e. market and operational risk), RWA is determined by multiplying the capital requirements for those risks by 12.5. Settlement balances owed to / by ANZ represent financial assets and/or liabilities which are in the course of being settled. These may include trade dated assets and liabilities, nostro/vostro accounts and securities settlement accounts.

170 CONTACTS

REGISTERED OFFICE: SHARE REGISTRAR: UNITED KINGDOM ANZ Centre Melbourne AUSTRALIA Computershare Investor Services PLC Level 9, 833 Collins Street Computershare Investor Services Pty Ltd The Pavilions Bridgwater Road Docklands VIC 3008 Australia GPO Box 2975 Bristol BS99 6ZZ Telephone: +61 3 9273 5555 Melbourne VIC 3001 Telephone: +44 870 702 0000 Facsimile: +61 3 8542 5252 Telephone within Australia: 1800 11 33 99 Facsimile: +44 870 703 6101 Company Secretary: Simon Pordage International Callers: +61 3 9415 4010 Facsimile: +61 3 9473 2500 UNITED STATES Citibank Shareholder Services [email protected] INVESTOR RELATIONS: P.O. Box 43077 Providence Level 10, 833 Collins Street Austraclear Services Limited Rhode Island 02940-3077 Docklands VIC 3008 Australia 20 Bridge Street Callers outside USA: +1-781-575-4555 Telephone: +61 3 8654 7682 Sydney NSW 2000 Callers within USA (toll free): Facsimile: +61 3 8654 8886 Telephone: +61 8298 8476 +1-877-248-4237 (+1-877-CITI-ADR) Email: [email protected] Email: [email protected] www.shareholder.anz.com LUXEMBOURG www.citi.com/adr Deutsche Bank Luxembourg S.A. Group General Manager 2, Boulevard Konrad Adenauer The Bank of New York Mellon Investor Relations: Jill Campbell L-1115 Luxembourg 101 Barclay Street, Floor 7E Luxembourg New York, NY 10286 CORPORATE AFFAIRS: Telephone: +352 4 21 22 1 Telephone: +1 212 815 5811 Level 10, 833 Collins Street Docklands VIC 3008 Australia NEW ZEALAND Deutsche Bank Trust Company Americas Computershare Investor Services Limited 60 Wall Street, Mailstop NYC 60-1630 Telephone: +61 3 8654 3276 Private Bag 92119 New York, NY 10005 Email: [email protected] Auckland 1142 Telephone: +1 212 250 2500 Group General Manager Telephone: 0800 174 007 Corporate Affairs: Gerard Brown Facsimile: +64 9 488 8787

MORE INFORMATION General Information on ANZ can be obtained from our website: anz.com. Shareholders can visit our Shareholder Centre at shareholder.anz.com. ANZ Corporate Governance: For information about ANZ’s approach to Corporate Governance and to obtain copies of ANZ’s Constitution, Board/Board Committee Charters, Codes of Conduct and Ethics and summaries of other ANZ policies of interest to shareholders and stakeholders, visit anz.com/governance. Australia and New Zealand Banking Group Limited ABN 11 005 357 522. This Annual Report has been prepared for Australia and New Zealand Banking Group Limited (“the Company”) together with its subsidiaries which are variously described as: “ANZ”, “Group”, “ANZ Group”, “the Bank”, “us”, “we” or “our”.

FTSE4Good shareholder.anz.com

Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522. ANZ’s colour blue is a trade mark of ANZ. ANZ 2017 ANNUAL REPORT BASEL III PILLAR 3 2017 DISCLOSURE

AS AT 30 SEPTEMBER 2017 APS 330: PUBLIC DISCLOSURE ANZ Basel III Pillar 3 Disclosure September 2017

Important notice

This document has been prepared by Australia and New Zealand Banking Group Limited (ANZ) to meet its disclosure obligations under the Australian P r u d e n t i a l Regulation Authority (APRA) ADI Prudential Standard (APS) 330: Public Disclosure.

1

ANZ Basel III Pillar 3 Disclosure September 2017

TABLE OF CONTENTS1

Chapter 1 – Highlights ...... 3

Chapter 2 – Introduction ...... 5 Purpose of this document ...... 5

Chapter 3 - Risk appetite and governance ...... 6 Risk types ...... 6 Risk appetite framework ...... 7 Risk management governance ...... 7

Chapter 4 – Capital reporting and measurement ...... 9

Chapter 5 – Capital and capital adequacy ...... 10 Table 1 Capital disclosure template ...... 10 Table 2 Main features of capital instruments ...... 22 Table 6 Capital adequacy ...... 22

Chapter 6 – Credit risk ...... 26 Table 7 Credit risk – General disclosures ...... 26 Table 8 Credit risk – Disclosures for portfolios subject to the Standardised approach and supervisory risk weights in the IRB approach...... 42 Table 9 Credit risk – Disclosures for portfolios subject to Advanced IRB approaches ...... 43 Table 10 Credit risk mitigation disclosures ...... 53 Table 11 General disclosures for derivative and counterparty credit risk ...... 58

Chapter 7 – Securitisation ...... 62 Table 12 Banking Book - Securitisation disclosures ...... 65 Trading Book - Securitisation disclosures ...... 73

Chapter 8 – Market risk ...... 76 Table 13 Market risk – Standard approach ...... 76 Table 14 Market risk – Internal models approach ...... 77

Chapter 9 - Operational risk ...... 81 Table 15 Operational risk ...... 81

Chapter 10 – Equities ...... 87 Table 16 Equities – Disclosures for banking book positions ...... 87

Chapter 11 – Interest Rate Risk in the Banking Book ...... 89 Table 17 Interest Rate Risk in the Banking Book ...... 89

Chapter 12 – Leverage and Liquidity Coverage Ratio ...... 92

Glossary ...... 95

1 Each table reference adopted in this document aligns to those required by APS 330 to be disclosed at half year.

2

ANZ Basel III Pillar 3 Disclosure September 2017

Chapter 1 – Highlights

Strong capital position at September 2017

• The CET1 ratio of 10.6% at 30 September 2017 positions ANZ well to achieve APRA’s “unquestionably strong” requirements well ahead of the 2020 implementation.

• Capital ratios have increased in the half to September 2017 mainly due to reduction in underlying credit RWA in Institutional, cash earnings generation, and benefit from partial settlement of the Asia Retail and Wealth sale. This was partly offset by payment of the Interim 2017 dividends and implementation of ANZ’s new Australian mortgages capital model.

* Internationally Comparable methodology aligns with APRA’s information paper entitled International Capital Comparison Study (13 • ANZ’s capital ratios are in excess of July 2015). APRA’s Capital Conservation Buffer (CCB) requirements. The CCB incorporates an additional 1% Domestically Systemic Important Bank (D-SIB) CET1 requirement.

EAD up $3.7bn to $903bn for 2H17

• Underlying movement primarily driven by growth in Residential Mortgage asset class offset by reduction in Standardised portfolio from the partial completion of the Retail Asia and Wealth sale.

*Exposure at Default is post Credit Risk Mitigation (CRM) and does not include Securitisation, Equities or Other Assets.

Impaired Assets down $551m, -18% HoH

• Decrease in Impaired Assets HoH driven by Institutional and New Zealand divisions with higher repayments and upgrades on a small number of large exposures, combined with reductions in Retail Asia and Pacific division due to the partial completion of the Asia Retail and Wealth sale.

3

ANZ Basel III Pillar 3 Disclosure September 2017

Provision coverage remains sound

• The total provision ratio decreased by 6bps HoH to 1.13%. Collective Provision ratio decreased by 2bps to 0.79% and continues to provide adequate coverage.

• September 2016 to September 2017 reporting period includes the impact of regulatory changes and revised capital models on the Australian mortgages Credit RWA. Excluding these changes, CP balance as a % of Credit RWA increases to 88bps.

Credit Risk Weighted Assets (CRWA) decreased by $5.0bn HoH.

• FX movements decreased CRWA by $0.9bn, mainly driven by appreciation of AUD against US and NZ currencies.

• CRWA decreased by $9.7bn driven by portfolio contraction in Institutional business and partial completion of Retail Asia and Wealth portfolio and partially offset by an increase in Australia Residential Mortgages.

*Exposure at Default is post Credit Risk Mitigation (CRM) and does not include Securitisation, Equities or Other Assets.

4

ANZ Basel III Pillar 3 Disclosure September 2017

Chapter 2 - Introduction

Purpose of this document

This document has been prepared in accordance with the Australian Prudential Regulation Authority (APRA) ADI Prudential Standard (APS) 330: Public Disclosure.

APS 330 mandates the release to the investment community and general public of information relating to capital adequacy and risk management practices. APS 330 was established to implement Pillar 3 of the Basel Committee on Banking Supervision’s framework for bank capital adequacy2. In simple terms, the Basel framework consists of three mutually reinforcing ‘Pillars’:

Pillar 1 Pillar 2 Pillar 3 Minimum capital requirement Supervisory review process Market discipline

Minimum capital requirements Firm-wide risk oversight, Regular disclosure to the for Credit Risk, Operational Internal Capital Adequacy market of qualitative and Risk, Market Risk and Interest Assessment Process (ICAAP), quantitative aspects of risk Rate Risk in the Banking Book consideration of additional risks, management, capital adequacy capital buffers and targets and and underlying risk metrics risk concentrations, etc.

APS 330 requires the publication of various levels of information on a quarterly, semi-annual and annual basis. This document is the annual disclosure.

Basel in ANZ

In December 2007, ANZ received accreditation for the most advanced approaches permitted under Basel for credit risk and operational risk, complementing its accreditation for market risk. Effective January 2013, ANZ adopted APRA requirements for Basel III with respect to the measurement and monitoring of regulatory capital.

Verification of disclosures

These Pillar 3 disclosures have been verified in accordance with Board approved policy, including ensuring consistency with information contained in ANZ’s Financial Report and in Pillar 1 returns provided to APRA. In addition ANZ’s external auditor has performed an agreed upon procedure review with respect to these disclosures.

Comparison to ANZ’s Financial Reporting

These disclosures have been produced in accordance with regulatory capital adequacy concepts and rules, rather than in accordance with accounting policies adopted in ANZ’s financial reports. As such, there are different areas of focus and measures in some common areas of disclosures. These differences are most pronounced in the credit risk disclosures, for instance:

 The principal method for measuring the amount at risk is Exposure at Default (EAD), which is the estimated amount of exposure likely to be owed on a credit obligation at the time of default. Under the Advanced Internal Ratings Based (AIRB) approach in APS 113 Capital Adequacy: Internal Ratings-based Approach to Credit Risk, banks are accredited to provide their own estimates of EAD for all exposures (drawn, commitments or contingents) reflecting the current balance as well as the likelihood of additional drawings prior to default.

 Loss Given Default (LGD) is an estimate of the amount of losses expected in the event of default. LGD is essentially calculated as the amount at risk (EAD) less expected net recoveries from realisation of collateral as well as any post default repayments of principal and interest.

 Most credit risk disclosures split ANZ’s portfolio into regulatory asset classes, which span different areas of ANZ’s internal divisional and business unit organisational structure. Unless otherwise stated, all amounts are rounded to AUD millions.

2 Basel Committee on Banking Supervision, International Convergence of Capital Measurement and Capital Standards: A Revised Framework, 2004.

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ANZ Basel III Pillar 3 Disclosure September 2017

Chapter 3 – Risk appetite and governance

Risk types: ANZ is exposed to a broad range of inter-related business risks.

 Credit risk is the risk of financial loss resulting from a counterparty failing to fulfil its obligations, or from a decrease in credit quality of a counterparty resulting in a loss in value.

 Market risk stems from ANZ’s trading and balance sheet activities and is the risk to ANZ’s earnings arising from changes in interest rates, foreign exchange rates, credit spreads, volatility, correlations or from fluctuations in bond, commodity or equity prices.

 Securitisation risk is the risk of credit related losses greater than expected due to a securitisation failing to operate as anticipated, or of the values and risks accepted or transferred, not emerging as expected.

 Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. This definition includes legal risk, and the risk of reputation loss, or damage arising from inadequate or failed internal processes, people and systems, but excludes strategic risk.

 Equity risk is the risk of financial loss arising from the unexpected reduction in value of equity investments not held in the trading book including those of the Group’s associates.

 Capital Adequacy risk is the risk of loss arising from ANZ failing to maintain the level of capital required by prudential regulators and other key stakeholders (shareholders, debt investors, depositors, rating agencies etc.) to support ANZ's consolidated operations and risk appetite. Losses also include those arising from diminished reputation, a reduction in investor/counter-party confidence, regulatory non-compliance (e.g. fines and banking license restrictions) and an inability for ANZ to continue to do business.

 Compliance risk is defined as the probability and impact of an event that results in a failure to act in accordance with laws, regulations, industry standards and codes, internal policies and procedures and principles of good governance as applicable to ANZ’s businesses.

 Liquidity and Funding risk is the risk that the Group is unable to meet its payment obligations as they fall due, including repaying depositors or maturing wholesale debt, or that the Group has insufficient capacity to fund increases in assets.

 Reputation risk3 is defined as the risk of loss caused by adverse perceptions of ANZ held by the public, the media, depositors, shareholders, investors, regulators, or rating agencies that directly or indirectly impact earnings, capital adequacy or value.

 Insurance risk is defined as the risk of unexpected losses resulting from worse than expected claims experience (variation in timing and amount of insurance claims due to incidence or non- incidence of death, sickness, disability or general insurance claims) and includes inadequate or inappropriate underwriting, claims management, reserving, insurance concentrations, reinsurance management, product design and pricing which will expose an insurer to financial loss and the consequent inability to meet its liabilities.

 Reinsurance risk - Reinsurance is an agreement in which one insurer (‘the reinsurer’) indemnifies another insurer for all or part of the risk of a policy originally issued and assumed by that other insurer. Reinsurance is a risk transfer tool between the insurer and reinsurer. The main risk that arises with reinsurance is counterparty credit risk. This is the risk that a reinsurer fails to meet their contractual obligations, i.e. to pay reinsurance claims when due. This risk is measured by assigning a counterparty credit rating or probability of default. Reinsurance counterparty credit risk is mitigated by restricting counterparty exposures on the basis of financial strength and concentration.

 Strategic risks are risks that affect or are created by an organisation’s business strategy and strategic objectives. Where the strategy leads to an increase in other Key Material Risks (e.g. Credit Risk, Market Risk, Operational Risk) the risk management strategies associated with these risks form the primary controls.

3 Regulatory Capital is calculated in accordance with the definition of Operational Risk outlined in APS 115 Capital Adequacy: Advanced Measurement Approaches to Operational Risk, and therefore excludes reputation risk considerations.

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ANZ Basel III Pillar 3 Disclosure September 2017

Risk Appetite Framework

ANZ's Board is ultimately responsible for ANZ’s risk management framework, which includes the Group Risk Appetite Statement (RAS). The Group RAS is the document which clearly and concisely sets out the Board’s expectations regarding the degree of risk that ANZ is prepared to accept in pursuit of its strategic objectives and business plan.

The articulation of risk appetite and risk tolerances is central to the risk appetite statement. ANZ’s Group RAS conveys the following:

 The degree of risk (risk appetite) that ANZ is prepared to accept in pursuit of its strategy, objectives and business plans with consideration of its shareholders’ and customers’ best interests.  For each material risk, ANZ has set the maximum level of risk (risk tolerance) that it is willing to operate within, expressed as a risk limit and based on its risk appetite, risk profile and capital strength. Risk tolerances translate risk appetite into operational limits for the day-to-day management of material risks, where possible.  The process for ensuring that risk tolerances are set at an appropriate level, based on an estimate of the impact in the event that a risk tolerance is breached, and the likelihood that each material risk is realised.  The process for monitoring compliance with each risk tolerance and for taking appropriate action in the event that it is breached; and  The timing and process for review of the risk appetite and risk tolerances.

Risk management governance

ANZ’s Board has ultimate responsibility for establishing processes, and monitoring the effectiveness of the processes for risk management. There are five key committees focused on risks that impact regulatory capital.

The Board is principally responsible for overseeing the establishment by management of a sound risk management culture with an operational structure and the necessary resources to facilitate effective risk management throughout ANZ, and which in turn supports the ability of ANZ to operate consistently within its risk appetite and approves the risk appetite within which management is expected to operate and including ANZ’s risk appetite statement and risk management strategy. The purpose of the Risk Committee is to assist the Board of Directors in the effective discharge of its Risk Committee responsibilities for business, market, credit, equity and other investment, financial, operational, liquidity and reputational risk management and for the management of the Group’s compliance obligations. The Risk Committee also assists the Board by providing an objective non-executive oversight of the implementation by management of ANZ’s risk management framework and its related operation and by enabling an institution-wide view of ANZ’s current and future risk position relative to its risk appetite and capital strength. The Committee meets at least four times annually.

Assists the Board of Directors in reviewing: financial reporting principles and policies, controls and procedures; the effectiveness of ANZ's internal control and risk management framework; the integrity of ANZ’s financial statements and the independent audit thereof and compliance with related legal and Audit Committee regulatory requirements; due diligence procedures; prudential supervision procedures and other regulatory requirements to the extent relating to financial reporting and for reviewing reports from major subsidiary audit committees. It is also responsible for the appointment and evaluation of the external auditor. The Committee meets at least four times annually.

Amongst other matters, the Committee reviews the development of and approves all other corporate governance policies and principles applicable to Environment, ANZ and ensures an appropriate Board and Committee structure is in place. It Sustainability and ensures there is a robust and effective process for evaluating the performance Governance of the Board, Board Committees and Non-Executive Directors. It also Committee approves corporate sustainability objectives and reviews their progress in achieving them and provides advice to management on sustainability issues within ANZ. The Committee meets at least twice annually.

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ANZ Basel III Pillar 3 Disclosure September 2017

Digital Business The purpose of the Committee is to assist the Board of Directors in the and Technology effective discharge of its responsibilities in connection with the oversight of Committee ANZ’s digital transformation, information technology, and technology-related innovation strategies. The Committee meets at least three times annually.

Is responsible for, among other matters, reviewing and making recommendations to the Board on the design of executive remuneration Human Resource structures and significant incentive plans and the Group’s Remuneration Committee Policy. It also approves most key executive appointments, reviews senior executive succession plans and monitors the effectiveness of ANZ’s culture, employee engagement and diversity and inclusion programs. The Committee meets at least four times annually.

The above Committees are exclusively comprised of non-executive directors. Members, including the Chair are appointed by the Board and serve at the discretion of the Board and for such term or terms as the Board determines. Internal Audit provides independent and objective assurance around ANZ’s risk management and control effectiveness, and the Head of Internal Audit reports directly and solely to the Chair of the Audit Committee.

Executive Management Committees are responsible for co-ordination of risk matters for each of the areas of risk management. The Executive Management Committees most relevant to the risks described above and overall capital management at ANZ are as follows:

Group Asset and Liability Committee (GALCO)

GALCO is responsible for the oversight and strategic management of the ANZ’s balance sheet, liquidity and funding positions and capital management activities. The committee meets at least four times per year, or on an ‘as required’ basis. Capital Management Policy Committee (CMPC) CMPC is responsible for the oversight and control of the Group’s capital and portfolio measurement framework, addressing economic and regulatory capital requirements and is also responsible for making capital management and portfolio measurement related recommendations to the Risk Committee and ANZ Board. The committee meets six times per year or on an ‘as required’ basis. CMPC is a sub-committee of GALCO.

Credit and Market Risk Committee (CMRC)

CMRC is responsible for the oversight and control of credit, market, insurance and material financial risks across the ANZ Group. The committee meets monthly, or on an ‘as required’ basis.

Credit Ratings System Oversight Committee (CRSOC)

CRSOC oversees and controls the internal ratings system for credit risk in the wholesale and retail sectors, including credit model approvals and performance monitoring. CRSOC is assisted in its rating systems governance role by the Wholesale Ratings Working Group and the Retail Ratings Working Group. The committee meets four times per year or more frequently on an ‘as required’ basis. CRSOC is a sub-committee of CMRC. Operational Risk Executive Committee (OREC)

OREC is responsible for oversight of Operational Risk and Compliance Risk expected and unexpected risk profile and the related Control Environment. The committee meets at least four times per year, or on an ‘as required’ basis. Responsible Business Committee (RBC)

The Responsible Business Committee (RBC) is a leadership and decision making body that exists to advance ANZ’s purpose, through considering who we bank and how we bank them. The committee focuses on social, environmental and reputational risk matters.

Stress Testing Oversight Committee (STOC)

STOC is responsible for the oversight and control of the Group’s stress testing framework, modelling and processes. The committee meets three times per year, or on an ‘as required’ basis. STOC is a sub-committee of CMPC.

Processes and procedures relating to the operation of each of the Executive Management Committees are documented in the committee charters.

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ANZ Basel III Pillar 3 Disclosure September 2017

Chapter 4 – Capital reporting and measurement

Capital reporting and measurement

To ensure that an Authorised Deposit-taking Institution (ADI) is adequately capitalised on both a standalone and group basis, APRA adopts a tiered approach to the measurement of an ADI’s capital adequacy by assessing the ADI’s financial strength at three levels:

 Level 1 - being the ADI i.e. Australia and New Zealand Banking Group Limited, consolidated with APRA approved subsidiaries, to form the ADI’s Extended Licensed Entity (ELE).

 Level 2 - being the consolidated group for financial reporting purposes adjusted to exclude associates activities and certain subsidiaries referenced under APS 001: Definitions that undertake the following business activities:

 Insurance businesses (including friendly societies and health funds).  Acting as manager, responsible entity, approved trustee, trustee or similar role in relation to funds management.  Non-financial (commercial) operations.  Securitisation special purpose vehicles to which assets have been transferred in accordance with APRA's requirements as set out in APS 120: Securitisation.

 Level 3 – the consolidated group for financial reporting purposes.

ANZ measures capital adequacy monthly and reports for prudential purposes on a Level 1 and Level 2 basis.

APRA is extending its prudential supervision framework to Conglomerate Groups via the Level 3 framework which will regulate a bancassurance group such as ANZ as a single economic entity with minimum capital requirements and additional monitoring of risk exposure levels.

In August 2016, APRA confirmed the deferral of capital requirements for Conglomerate Groups until 2019 at the earliest. The non-capital components of the Level 3 framework relating to group governance, intragroup transactions and other risk management and compliance requirements were effective from 1 July 2017 and have no material impact on the Group’s capital position.

Based upon the current versions of the Level 3 standards covering capital adequacy, ANZ is not expecting any material impact on its operations.

This Pillar 3 report is based on the Level 2 prudential structure.

Refer to Note 24 Controlled Entities of ANZ’s 2017 Annual Report for a list of all material subsidiaries and a brief description of their key activities.

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ANZ Basel III Pillar 3 Disclosure September 2017

Chapter 5 – Capital and Capital Adequacy Table 1 Capital Disclosure template

The head of the Level 2 Group to which this prudential standard applies is Australia and New Zealand Banking Group Limited.

Table 1 of this chapter consists of a Capital Disclosure template that assists users in understanding the differences between the application of the Basel III reforms in Australia and those rules as detailed in the document Basel III: A global regulatory framework for more resilient banks and banking systems, issued by the Bank for International Settlements. The capital disclosure template in this chapter is the post January 2018 version as ANZ is fully applying the Basel III regulatory adjustments, as implemented by APRA. Note that the capital conservation and countercyclical buffers referred to in rows 64 to 67 have been effective since 1 January 2016 and the phase out period for capital instruments began on 1 January 2013.

The information in the lines of the template has been mapped to ANZ’s Level 2 balance sheet, which adjusts for non-consolidated subsidiaries as required under APS 001: Definitions. Where this information cannot be mapped on a one to one basis, it is provided in an explanatory table. ANZ’s material non-consolidated subsidiaries are also listed in this chapter.

Restrictions on Transfers of Capital within ANZ

ANZ operates branches and locally incorporated subsidiaries in many countries. These operations are capitalised at an appropriate level to cover the risks in the business and to meet local prudential requirements. This level of capitalisation may be enhanced to meet local taxation and operational requirements. Any repatriation of capital from subsidiaries or branches is subject to meeting the requirements of the local prudential regulator and/or the local central bank. Apart from ANZ’s operations in New Zealand, local country capital requirements do not impose any material call on ANZ’s capital base. ANZ undertakes banking activities in New Zealand principally through its wholly owned subsidiary, ANZ Bank New Zealand Limited, which is subject to minimum capital requirements as set by the Reserve Bank of New Zealand (RBNZ). The RBNZ adopted the Basel II framework, effective from 1 January 2008 and Basel III reforms from 1 January 2013 and ANZ Bank New Zealand Limited has been accredited to use the advanced approach for the calculation of credit risk and operational risk. ANZ Bank New Zealand Limited maintains a buffer above the minimum capital base required by the RBNZ. This capital buffer has been calculated via the ICAAP undertaken for ANZ Bank New Zealand Limited, to ensure ANZ Bank New Zealand Limited is appropriately capitalised under stressed economic scenarios.

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 1 Capital disclosure template

Sep 17 Reconciliation Table $M Reference

Common Equity Tier 1 Capital: instruments and reserves 1 Directly issued qualifying ordinary shares (and equivalent for mutually-owned entities) capital 29,213 Table A 2 Retained earnings 29,125 Table B 3 Accumulated other comprehensive income (and other reserves) 76 Table C Directly issued capital subject to phase out from CET1 (only applicable to mutually-owned n/a 4 companies) Ordinary share capital issued by subsidiaries and held by third parties (amount allowed in group 51 Table D 5 CET1) 6 Common Equity Tier 1 capital before regulatory adjustments 58,465

Common Equity Tier 1 capital : regulatory adjustments 7 Prudential valuation adjustments - 8 Goodwill (net of related tax liability) 3,553 Table E 9 Other intangibles other than mortgage servicing rights (net of related tax liability) 3,926 Table F Deferred tax assets that rely on future profitability excluding those arising from temporary 10 - Table J differences (net of related tax liability) 11 Cash-flow hedge reserve 131 12 Shortfall of provisions to expected losses 719 Table G 13 Securitisation gain on sale - 14 Gains and losses due to changes in own credit risk on fair valued liabilities (6) 15 Defined benefit superannuation fund net assets 98 Table H 16 Investments in own shares (if not already netted off paid-in capital on reported balance sheet) - 17 Reciprocal cross-holdings in common equity - Investments in the capital of banking, financial and insurance entities that are outside the scope of 18 regulatory consolidation, net of eligible short positions, where the ADI does not own more than 10% - of the issued share capital (amount above 10% threshold) Significant investments in the ordinary shares of banking, financial and insurance entities that are 19 outside the scope of regulatory consolidation, net of eligible short positions (amount above 10% 1,634 Table I threshold) 20 Mortgage service rights (amount above 10% threshold) n/a Deferred tax assets arising from temporary differences (amount above 10% threshold, net of related 21 - tax liability) 22 Amount exceeding the 15% threshold - 23 of which: significant investments in the ordinary shares of financial entities - 24 of which: mortgage servicing rights n/a 25 of which: deferred tax assets arising from temporary differences - 26 National specific regulatory adjustments (sum of rows 26a - 26j) 7,074 26a of which: treasury shares - of which: offset to dividends declared under a dividend reinvestment plan (DRP), to the extent 26b - that the dividends are used to purchase new ordinary shares issued by the ADI 26c of which: deferred fee income (131) 26d of which: equity investments in financial institutions not reported in rows 18, 19 and 23 5,028 Table I 26e of which: deferred tax assets not reported in rows 10, 21 and 25 946 Table J 26f of which: capitalised expenses 1,149 Table K of which: investments in commercial (non-financial) entities that are deducted under APRA 26g 48 Table L prudential requirements 26h of which: covered bonds in excess of asset cover in pools - 26i of which: undercapitalisation of a non-consolidated subsidiary - 26j of which: other national specific regulatory adjustments not reported in rows 26a to 26i 34 Regulatory adjustments applied to CET1 due to insufficient Additional Tier 1 and Tier 2 to cover - 27 deductions 28 Total regulatory adjustments to CET1 17,129 29 Common Equity Tier 1 Capital (CET1) 41,336

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ANZ Basel III Pillar 3 Disclosure September 2017

Reconciliation Sep 17 Table $M Reference

Additional Tier 1 Capital: instruments 30 Directly issued qualifying Additional Tier 1 instruments 7,528 Table M 31 of which: classified as equity under applicable accounting standards - 32 of which: classified as liabilities under applicable accounting standards 7,528 Table M 33 Directly issued capital instruments subject to phase out from Additional Tier 1 573 Table M Additional Tier 1 instruments (and CET1 instruments not included in row 5) issued by subsidiaries 34 293 Table M and held by third parties (amount allowed in group AT1) 35 of which: instruments issued by subsidiaries subject to phase out n/a 36 Additional Tier 1 Capital before regulatory adjustments 8,394

Additional Tier 1 Capital: regulatory adjustments 37 Investments in own Additional Tier 1 instruments - 38 Reciprocal cross-holdings in Additional Tier 1 instruments - Investments in the capital of banking, financial and insurance entities that are outside the scope of 39 regulatory consolidation, net of eligible short positions, where the ADI does not own more than 10% - of the issued share capital (amount above 10% threshold) Significant investments in the capital of banking, financial and insurance entities that are outside the 405 Table M 40 scope of regulatory consolidation (net of eligible short positions) 41 National specific regulatory adjustments (sum of rows 41a - 41c) 1 of which: holdings of capital instruments in group members by other group members on behalf of 41a - third parties of which: investments in the capital of financial institutions that are outside the scope of 41b - regulatory consolidations not reported in rows 39 and 40 41c of which: other national specific regulatory adjustments not reported in rows 41a and 41b 1 Table M 42 Regulatory adjustments applied to Additional Tier 1 due to insufficient Tier 2 to cover deductions - 43 Total regulatory adjustments to Additional Tier 1 capital 406 44 Additional Tier 1 capital (AT1) 7,988 Table M 45 Tier 1 Capital (T1=CET1+AT1) 49,324

Tier 2 Capital: instruments and provisions 46 Directly issued qualifying Tier 2 instruments 6,206 Table N 47 Directly issued capital instruments subject to phase out from Tier 2 1,583 Table N Tier 2 instruments (and CET1 and AT1 instruments not included in rows 5 or 34) issued by 48 815 subsidiaries and held by third parties (amount allowed in group T2) 49 of which: instruments issued by subsidiaries subject to phase out 815 Table N 50 Provisions 200 Table G 51 Tier 2 Capital before regulatory adjustments 8,804

Tier 2 Capital: regulatory adjustments 52 Investments in own Tier 2 instruments 10 Table N 53 Reciprocal cross-holdings in Tier 2 instruments - Investments in the Tier 2 capital of banking, financial and insurance entities that are outside the 54 scope of regulatory consolidation, net of eligible short positions, where the ADI does not own more - than 10% of the issued share capital (amount above 10% threshold) Significant investments in the Tier 2 capital of banking, financial and insurance entities that are 55 85 Table N outside the scope of regulatory consolidation, net of eligible short positions 56 National specific regulatory adjustments (sums of rows 56a - 56c) 40 of which: holdings of capital instruments in group members by other group members on behalf of 56a - third parties of which: investments in the capital of financial institutions that are outside the scope of 56b 40 Table N regulatory consolidation not reported in rows 54 and 55 56c of which: other national specific regulatory adjustments not reported in rows 56a and 56b - 57 Total regulatory adjustments to Tier 2 capital 135 58 Tier 2 capital (T2) 8,669 Table N 59 Total capital (TC=T1+T2) 57,993 60 Total risk-weighted assets based on APRA standards 391,113

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Reconciliation Sep 17 Table $M Reference

Capital ratios and buffers 61 Common Equity Tier 1 (as a percentage of risk-weighted assets) 10.6% 62 Tier 1 (as a percentage of risk-weighted assets) 12.6% 63 Total capital (as a percentage of risk-weighted assets) 14.8% Institution specific buffer requirement (minimum CET1 requirement plus capital conservation buffer 64 plus countercyclical buffer requirements plus G-SIBs buffer requirement, expressed as a percentage 8.017% of risk-weighted assets) - not applicable until 65 of which: capital conservation buffer requirement 3.5%4 66 of which: ADI-specific countercyclical buffer requirements 0.017% 67 of which: G-SIB buffer requirement (not applicable) n/a 68 Common Equity Tier 1 available to meet buffers (as a percentage of risk-weighted assets) 6.1%

National minima (if different from Basel III) 69 National Common Equity Tier 1 minimum ratio (if different from Basel III minimum) n/a 70 National Tier 1 minimum ratio (if different from Basel III minimum) n/a 71 National total capital minimum ratio (if different from Basel III minimum) n/a

Amount below thresholds for deductions (not risk-weighted) 72 Non-significant investments in the capital of other financial entities 64 73 Significant investments in the ordinary shares of financial entities 5,004 Table I 74 Mortgage servicing rights (net of related tax liability) n/a 75 Deferred tax assets arising from temporary differences (net of related tax liability) 946 Table J

Applicable caps on the inclusion of provisions in Tier 2 Provisions eligible for inclusion in Tier 2 in respect of exposures subject to standardised approach 76 200 (prior to application of cap) 77 Cap on inclusion of provisions in Tier 2 under standardised approach 295 Provisions eligible for inclusion in Tier 2 in respect of exposures subject to internal ratings-based 78 - approach (prior to application of cap) 79 Cap for inclusion of provisions in Tier 2 under internal ratings-based approach 1,879 Capital instruments subject to phase-out arrangements (only application between 1 January 2018 to 1 January 2022) 80 Current cap on CET1 instruments subject to phase out arrangements n/a 81 Amount excluded from CET1 due to cap (excess over cap after redemptions and maturities) n/a 82 Current cap on AT1 instruments subject to phase out arrangements 2,991 Amount excluded from AT1 instruments due to cap (excess over cap after redemptions and 83 - maturities) 84 Current cap on T2 instruments subject to phase out arrangements 3,435 85 Amount excluded from T2 due to cap (excess over cap after redemptions and maturities) -

Counter Cyclical Capital Buffer

Geographic breakdown of Private Sector Credit Hong Kong Sweden Norway Other Total Exposures $M $M $M $M $M RWA for all private sector credit exposures 3,064 388 425 306,265 310,142 Jurisdictional buffer set by national authorities 1.250% 2.000% 1.500% 0.000% n/a Countercyclical buffer requirement 0.012% 0.003% 0.002% 0.000% 0.017%

4 Includes 1.0% buffer applied by APRA to ADI’s deemed as domestic systemically important.

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ANZ Basel III Pillar 3 Disclosure September 2017

The following table shows ANZ's consolidated balance sheet and the adjustments required to derive the Level 2 balance sheet. The adjustments remove the external assets and liabilities of the entities deconsolidated for prudential purposes and reinstate any intragroup assets and liabilities, treating them as external to the Level 2 group.

Balance Balance Sheet as in sheet under Template and published scope of Reconciliation financial regulatory Table statements Adjustments consolidation Reference Assets $M $M $M Cash and Cash Equivalents 68,048 30 68,078 Settlement balances owed to ANZ 5,504 - 5,504 Collateral Paid 8,987 - 8,987 Trading securities 43,605 - 43,605 of which: Financial Institutions capital instruments 40 Table N of which: Investments in the capital of financial institutions 10 Table N Derivative financial instruments 62,518 (2) 62,516 Available-for-sale assets 69,384 (1,607) 67,777 of which: significant investment in Financial institutions Table I equity instruments 676 of which: non-significant investment in financial Table I institutions equity instruments 23 of which: Other entities equity investments 38 Table L Net loans and advances 574,331 (1,627) 572,704 of which: deferred fee income (131) Row 26c of which: collective provision (2,662) Table G of which: individual provisions (1,136) Table G of which: capitalised brokerage 1,057 Table K of which: Other equity exposures 1 Table L of which: CET1 margin lending adjustment 34 Row 26j of which: AT1 margin lending adjustment 1 Table M Regulatory deposits 2,015 - 2,015 Assets held for sale 7,970 - 7,970 of which: Goodwill 122 Table E of which: Significant investment in financial institutions 1,868 Table I Due from controlled entities - 1,719 1,719 of which: Significant investments in the Tier 2 capital of banking, financial and insurance entities that are outside 85 Table N the scope of regulatory consolidation Shares in controlled entities - 4,747 4,747 of which: Investment in deconsolidated financial 4,342 Table I subsidiaries of which: AT1 significant investment in banking, financial and insurance entities that are outside the scope of 405 Table M regulatory consolidation Investments in associates 2,248 (2) 2,246 of which: Financial Institutions 2,237 Table I of which: Other Entities 9 Table L Current tax assets 30 - 30 Deferred tax assets 675 97 772 Table J Goodwill and other intangible assets 6,970 (1,846) 5,124 of which: Goodwill 3,264 Table E of which: Software 1,860 Table F of which: other intangible assets - Table F Investments backing policy liabilities 37,964 (37,964) - Premises and equipment 1,965 (2) 1,963 Other assets 5,112 (1,389) 3,723 of which: Defined benefit superannuation fund net assets 122 Total Assets 897,326 (37,846) 859,480

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Balance Balance Sheet as in sheet under Template and published scope of Reconciliation financial regulatory Table statements Adjustments consolidation Reference Liabilities $M $M $M Settlement balances owed by ANZ 9,914 (1) 9,913 Collateral Received 5,919 - 5,919 Deposits and other borrowings 595,611 5,270 600,881 Derivative financial instruments 62,252 (1) 62,251 Due to controlled entities - 2,139 2,139 Current tax liabilities 241 (29) 212 Deferred tax liabilities 257 (317) (60) Table J of which: related to intangible assets 34 Table F

of which: related to capitalised expenses 5 Table K

of which: related to defined benefit super assets 24 Table H Liabilities held for sale 4,693 - 4,693 Policy liabilities 37,448 (37,448) - External unit holder liabilities (life insurance funds) 4,435 (4,435) - Provisions 1,158 (53) 1,105 Payables and other liabilities 8,350 (1,181) 7,169 Debt Issuances 90,263 (1,547) 88,716 Subordinated Debt 17,710 10 17,720 of which: Directly issued qualifying Additional Tier 1 instruments 7,422 Table M of which: Directly issued capital instruments subject to phase out from Additional Tier 1 573 Table M of which: Additional Tier 1 Instruments 457 Table M of which: Directly issued capital instruments subject to phase out from Tier 2 2,284 Table N of which: Directly issued qualifying Tier 2 instruments 6,206 Table N of which: instruments issued by subsidiaries subject to phase out 768 Table N Total Liabilities 838,251 (37,593) 800,658

Net Assets 59,075 (253) 58,822

Balance Balance Sheet as in sheet under Template and published scope of Reconciliation financial regulatory Table statements Adjustments consolidation Reference Shareholders’ equity $M $M $M Ordinary Share Capital 29,088 325 29,413 Table A of which: Share reserve 200 Table A & C Reserves 37 (85) (48) Table C of which: Cash flow hedging reserves 131 Row 11 Retained earnings 29,834 (491) 29,343 Table B Share capital and reserves attributable to shareholders 58,959 (251) 58,708 of the Company Non-controlling interest 116 (2) 114 Table D Total shareholders’ equity 59,075 (253) 58,822

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ANZ Basel III Pillar 3 Disclosure September 2017

The following reconciliation tables provide additional information on the difference between Table 1 Capital Disclosure template and the Level 2 balance sheet.

Sep 17 Table 1 Table A $M Reference Issued capital 29,413 less Reclassification to reserves (200) Table C Regulatory Directly Issued qualifying ordinary shares 29,213 Row 1

Sep 17 Table 1 Table B $M Reference Retained earnings 29,343 Regulatory reclassification from significant investments in the ordinary shares of banking, financial less (218) Table I and insurance entities outside the scope of regulatory consolidation Retained earnings 29,125 Row 2

Sep 17 Table 1 Table C $M Reference Reserves (48) add Reclassification from Issued Capital 200 Table A less Non qualifying reserves (76) Reserves for Regulatory capital purposes (amount allowed in group CET1) 76 Row 3

Sep 17 Table 1 Table D $M Reference Non-controlling interests 114 less Surplus capital attributable to minority shareholders (63) Ordinary share capital issued by subsidiaries and held by third parties 51 Row 5

Sep 17 Table 1 Table E $M Reference Goodwill 3,264 add Goodwill reclassified to Assets held for Sale 122 add Goodwill component of investments in financial associates 167 Table I Goodwill (net of related tax liability) 3,553 Row 8

Sep 17 Table 1 Table F $M Reference Software 1,860 Other intangible assets - less Associated deferred tax liabilities (34) Regulatory reclassification from significant investments in the ordinary shares of banking, financial add 2,100 Table I and insurance entities outside the scope of regulatory consolidation Other intangibles other than mortgage servicing rights (net of related tax liability) 3,926 Row 9

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ANZ Basel III Pillar 3 Disclosure September 2017

Sep 17 Table 1 Table G $M Reference Qualifying collective provision Collective provision (2,662) less Non-qualifying collective provision 352 less Standardised collective provision 200 Row 50 less Non-defaulted expected loss 2,829 Non-Defaulted: Expected Loss - Eligible Provision Shortfall 719 Qualifying individual provision Individual provision (1,136) add Additional individual provisions for partial write offs (300) less Standardised individual provision 117 add Collective provision on advanced defaulted (320) less Defaulted expected loss 1,634 Defaulted: Expected Loss - Eligible Provision Shortfall - Gross deduction 719 Row 12

Sep 17 Table 1 Table H $M Reference Defined benefit superannuation fund net assets 122 less Associated deferred tax liabilities (24) Defined benefit superannuation fund net assets 98 Row 15

Sep 17 Table 1 Table I $M Reference Investment in deconsolidated financial subsidiaries 4,342 less Regulatory reclassification to Retained Earnings and Other Intangible Assets (2,318) Tables B & F add Investment in financial associates 4,105 add Investment in financial institutions Available for Sale 676 less Goodwill component of investments in financial associates (167) Table E less Amount below 10% threshold of CET 1 (5,004) Row 73 Significant investments in the ordinary shares of banking, financial and insurance entities that are outside the scope of regulatory consolidation, net of eligible short positions 1,634 Row 19 (amount above 10% threshold) add Amount below the 10% threshold of CET 1 5,004 Row 73 Investments in the capital of banking, financial and insurance entities that are outside the scope of add regulatory consolidation, net of eligible short positions, where the ADI does not own more than 10% - of the issued share capital – trading security exposures Investments in the capital of banking, financial and insurance entities that are outside the scope of add regulatory consolidation, net of eligible short positions, where the ADI does not own more than 10% 23 of the issued share capital - Available for Sale exposures Investments in the capital of banking, financial and insurance entities that are outside the scope of regulatory consolidation, net of eligible short positions, where the ADI does not own more than 10% - of the issued share capital - Loan exposures Investments in the capital of banking, financial and insurance entities that are outside the scope of regulatory consolidation, net of eligible short positions, where the ADI does not own more than 10% 1 of the issued share capital - Undrawn Equity investment in financial institutions not reported in rows 18, 19 and 23 5,028 Row 26d Deduction for equity holdings in financial institutions - APRA regulations 6,662

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ANZ Basel III Pillar 3 Disclosure September 2017

Sep 17 Table 1 Table J $M Reference Deferred tax assets 772 add Deferred tax liabilities 60 DTL reclassed to Held for Sale 8 Deferred tax asset less deferred tax liabilities 840 less Deferred tax assets that rely on future profitability - Row 10 Deferred tax liabilities on intangible assets, capitalised expenses and defined benefit superannuation add 63 assets add Impact of calculating the deduction on a jurisdictional basis 43 Deferred tax assets not reported in rows 10, 21 and 25 of the Capital Disclosure Template 946 Row 26e

Sep 17 Table 1 Table K $M Reference Capitalised brokerage costs 1,057 Capitalised debt and capital issuance expenses 97 less Associated deferred tax liabilities (5) Capitalised expenses 1,149 Row 26f

Sep 17 Table 1 Table L $M Reference Investments in non-financial Available for Sale equities 38 Investments in non-financial associates 9 Non-financial equity exposures (loans) 1 Equity exposures to non-financial entities 48 Row 26g

Sep 17 Table 1 Table M $M Reference Directly issued qualifying Additional Tier 1 Capital Instruments classified as liabilities 7,422 add Issue costs 51 less Fair value adjustment 55 Directly issued qualifying Additional Tier 1 Capital Instruments classified as liabilities 7,528 Row 30 Directly issued capital instruments subject to phase out from Additional Tier 1 – loan capital 573 Directly issued capital instruments subject to phase out from Additional Tier 1 573 Row 33 Additional Tier 1 instruments issued by subsidiaries held by third parties 457 add Issue costs 3 Surplus capital attributable to third party holders (167) add AT1 Instruments issued by subsidiaries and held by third parties (amounts allowed in Group AT1) 293 Row34 Additional Tier 1 capital before regulatory adjustments 8,394 Row 36 Significant investments in the capital of banking, financial and insurance entities that are outside the less (405) Row 40 scope of regulatory consolidation Other national specific regulatory adjustments not reported (1) Row 41 Additional Tier 1 capital 7,988 Row 44

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ANZ Basel III Pillar 3 Disclosure September 2017

Sep 17 Table 1 Table N $M Reference Directly issued capital instruments subject to phase out from Tier 2 2,284 add Issue costs 21 less Amortisation of Tier 2 Capital Instruments subject to Phase out (676) less Fair value adjustment (46) less Transition adjustment - Directly issued capital instruments subject to phase out from Tier 2 1,583 Row 47 Instruments issued by subsidiaries subject to phase out from Tier 2 768 add Additional Tier capital 1 attributable to third party holders 47 Instruments issued by subsidiaries subject to phase out from Tier 2 815 Row 49 add Directly issued qualifying Tier 2 instruments 6,206 Row 46 add Provisions 200 Table G Tier 2 capital before regulatory adjustments 8,804 Row 51 less Investments in own Tier 2 instruments (trading limit) (10) Row 52 Significant investments in the Tier 2 capital of banking, financial and insurance entities that are less (85) Row 55 outside the scope of regulatory consolidation, net of eligible short positions Investments in the capital of financial institutions that are outside the scope of regulatory less (40) Row 56b consolidation not reported in rows 54 and 55 Tier 2 capital 8,669 Row 58

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ANZ Basel III Pillar 3 Disclosure September 2017

The following table provides details of entities included within the accounting scope of consolidation but excluded from regulatory consolidation.

Total Assets Total Liabilities Entity Activity ($M) ($M) ACN 008 647 185 Pty Ltd Holding Company - - ANZ ILP Pty Ltd Incorporated Legal Practice 2 - ANZ Investment Services (New Zealand) Limited Funds Manager 28 10 ANZ Lenders Mortgage Insurance Pty Limited Mortgage insurance 1,177 745 ANZ Life Assurance Company Pty Ltd Insurance - - ANZ New Zealand Investments Limited Funds Manager 98 25 ANZ New Zealand Investments Nominees Limited Trustee/Nominee - - ANZ Self Managed Super Ltd Investment - - ANZ Wealth Alternative Investments Management Pty Ltd Investment 1,050 1,048 ANZ Wealth Australia Limited Holding Company / Corporate 2,729 - ANZ Wealth New Zealand Limited Holding Company 473 - ANZcover Insurance Private Ltd Captive-Insurance 96 38 AUT Administration Pty Ltd Corporate - - Capricorn Financial Advisers Pty Ltd Advice - - Elders Financial Planning Pty Ltd Advice 5 1 Financial Investment Network Group Pty Ltd Advice 106 - Financial Lifestyle Solutions Pty Limited Advice 4 1 Financial Planning Hotline Pty Ltd Advice - - Financial Services Partners Holdings Pty Limited Holding Company / Advice 2 - Financial Services Partners Incentive Co Pty Limited Advice - - Financial Services Partners Management Pty Limited Advice - - Financial Services Partners Pty Ltd Advice 3 3 FSP Funds Management Limited Advice - - FSP Group Pty Limited Holding Company / Advice 26 1 FSP Portfolio Administration Limited Advice - - FSP Super Pty Limited Advice - - Integrated Networks Pty Limited Holding Company / Advice 44 - Kingfisher Trust 2016-1 Securitisation Trust 1,560 1,560 Looking Together Pty Ltd Property Price Information 5 Mercantile Mutual Financial Services Pty Ltd Investment - - Millennium 3 Financial Services Group Pty Ltd Advice 41 6 Millennium 3 Financial Services Pty Ltd Advice 14 6 Millennium 3 Mortgage Platform Services Pty Limited Advice - - Millennium 3 Professional Services Pty Ltd Advice 1 - OASIS Asset Management Limited Investment 9 1 OASIS Fund Management Limited Superannuation 3 1 OneAnswer Nominees Limited Trustee/Nominee - - OnePath Administration Pty Ltd Corporate 71 29 OnePath Custodians Pty Ltd Superannuation 48 2 OnePath Financial Planning Pty Ltd Advice 1 - OnePath Funds Management Limited (RE) Investment 46 16 OnePath General Insurance Pty Ltd Insurance 121 77 OnePath Investment Holdings Pty Ltd Investment 7 - OnePath Life (NZ) Limited Insurance 847 315 OnePath Life Australia Holdings Pty Ltd Holding Company / Corporate 3,000 - OnePath Life Limited Insurance 41,002 38,446 Polaris Financial Solutions Pty Limited Advice - 1

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ANZ Basel III Pillar 3 Disclosure September 2017

Total Assets Total Liabilities Entity Activity ($M) ($M) RI Advice Group Pty Ltd Advice 18 - RI Central Coast Pty Ltd Advice - - RI Gold Coast Pty Ltd Advice - - RI Maroochydore Pty Ltd Advice - - RI Newcastle Pty Ltd Advice 1 - RI Parramatta Pty Ltd Advice - - RI Rockhampton & Gladstone Pty Ltd Advice - - RI Townsville Pty Ltd Advice - - Rieas Pty Ltd Advice - - Shout for Good Pty Ltd Fund raising platform - - Tandem Financial Advice Pty Limited Advice - - Union Investment Company Pty Limited Advice - -

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 2 Main features of capital instruments As the main features of ANZ’s capital instruments are updated on an ongoing basis, ANZ has provided this information separately in the Regulatory Disclosures section of its website. Table 3 Capital adequacy, Table 4 Credit risk, Table 5 Securitisation The above tables are produced at the quarters ending 30 June and 31 December. Table 6 Capital adequacy

Capital management

ANZ pursues an active approach to capital management, which is designed to protect the interests of depositors, creditors and shareholders. This involves the on-going review and Board approval of the level and composition of ANZ’s capital base, assessed against the following key policy objectives:

 Regulatory compliance such that capital levels exceed APRA’s, ANZ’s primary prudential supervisor, minimum Prudential Capital Ratios (PCRs) both at Level 1 (the Company and specified subsidiaries) and Level 2 (ANZ consolidated under Australian prudential standards), along with US Federal Reserve’s minimum Level 2 requirements under ANZ’s Foreign Holding Company Licence in the United States of America;

 Capital levels are aligned with the risks in the business and to meet strategic and business development plans through ensuring that available capital exceeds the level of Economic Capital required to support the Ratings Agency ‘default frequency’ confidence level for a ‘AA’ credit rating category bank. Economic Capital is an internal estimate of capital levels required to support risk and unexpected losses above a desired target solvency level; and

 An appropriate balance between maximising shareholder returns and prudent capital management principles.

ANZ achieves these objectives through an Internal Capital Adequacy Assessment Process (ICAAP) whereby ANZ conducts detailed strategic and capital planning over a medium term time horizon.

Annually, ANZ conducts a detailed strategic planning process over a three year time horizon, the outcomes of which are embodied in the Strategic Plan. This process involves forecasting key economic variables which Divisions use to determine key financial data for their existing business. New strategic initiatives to be undertaken over the planning period and their financial impact are then determined. These processes are used for the following:  Review capital ratios, targets, and levels of different classes of capital against ANZ’s risk profile and risk appetite outlined in the Strategic Plan. ANZ’s capital targets reflect the key policy objectives above, and the desire to ensure that under specific stressed economic scenarios that capital levels have sufficient capital to remain above both Economic Capital and PCR requirements;

 Stress tests are performed under different economic conditions to ensure a comprehensive review of ANZ’s capital position both before and after mitigating actions. The stress tests determine the level of additional capital (i.e. the ‘stress capital buffer’) needed to absorb losses that may be experienced during an economic downturn; and

 Stress testing is integral to strengthening the predictive approach to risk management and is a key component in managing risks, asset writing strategies and business strategies. It creates greater understanding of the impacts on financial performance through modelling relationships and sensitivities between geographic, industry and Divisional exposures under a range of macro- economic scenarios. ANZ has a dedicated stress testing team within Risk Management that models and reports to management and the Board’s Risk Committee on a range of scenarios and stress tests.

Results are subsequently used to:  Recalibrate ANZ’s management targets for minimum and operating ranges for its respective classes of capital such that ANZ will have sufficient capital to remain above both Economic Capital and regulatory requirements; and

 Identify the level of organic capital generation and hence determine current and future capital issuance requirements for Level 1 and Level 2.

From these processes, a Capital Plan is developed and approved by the Board which identifies the capital issuance requirements, capital securities maturity profile, and options around capital products, timing and markets to execute the Capital Plan under differing market and economic conditions.

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ANZ Basel III Pillar 3 Disclosure September 2017

The Capital Plan is maintained and updated through a monthly review of forecast financial performance, economic conditions and development of business initiatives and strategies. The Board and senior management are provided with monthly updates of ANZ’s capital position. Any actions required to ensure ongoing prudent capital management are submitted to the Board for approval.

Regulatory environment

ANZ’s regulatory capital calculation is governed by APRA’s Prudential Standards which adopt a risk- based capital assessment framework based on the Basel III capital measurement standards. This risk- based approach requires eligible capital to be divided by total risk weighted assets (RWA), with the resultant ratio being used as a measure of an Authorised Deposit-taking Institution’s (ADIs) capital adequacy. APRA determines PCRs for Common Equity Tier 1 (CET1), Tier 1 and Total Capital, with capital as the numerator and RWAs as the denominator.

Regulatory capital is divided into Tier 1, carrying the highest capital elements, and Tier 2, which has lower capital elements, but still adds to the overall strength of the ADI.

Tier 1 capital is comprised of Common Equity Tier 1 capital less deductions and Additional Tier 1 capital instruments. Common Equity Tier 1 capital comprises shareholders’ equity adjusted for items which APRA does not allow as regulatory capital or classifies as lower forms of regulatory capital. Common Equity Tier 1 capital includes the following significant adjustments:

 Additional Tier 1 capital instruments included within shareholders’ equity are excluded;

 Reserves exclude the hedging reserve and reserves of insurance and funds management subsidiaries;

 Retained and current year earnings excluding those of insurance and funds management subsidiaries, but includes capitalised deferred fees forming part of loan yields that meet the criteria set out in the prudential standard;

 Inclusion of qualifying treasury shares.

Additional Tier 1 capital instruments are high quality components of capital that provide a permanent and unrestricted commitment of funds, are available to absorb losses, are subordinated to the claims of depositors and senior creditors in the event of the winding up of the issuer and provide for fully discretionary capital distributions.

Deductions from the capital base comprise mainly deductions to the Common Equity Tier 1 component. These deductions are largely intangible assets, investments in insurance and funds management entities and associates, capitalised expenses (including loan and origination fees), and the amount of regulatory expected losses (EL) in excess of eligible provisions.

Tier 2 capital mainly comprises perpetual subordinated debt instruments and dated subordinated debt instruments which have a minimum term of five years at issue date.

Total Capital is the sum of Tier 1 capital and Tier 2 capital.

In addition to the prudential capital oversight that APRA conducts over the Company and the Group, the Company’s branch operations and major banking subsidiary operations are overseen by local regulators such as the Reserve Bank of New Zealand, the US Federal Reserve, the UK Prudential Regulation Authority, the Monetary Authority of Singapore, the Hong Kong Monetary Authority and the China Banking Regulatory Commission who may impose minimum capitalisation rates on those operations.

Throughout the financial year, the Company and the Group maintained compliance with the minimum Common Equity Tier 1, Tier 1 and Total Capital ratios set by APRA and the US Federal Reserve (as applicable) as well as applicable capitalisation rates set by regulators in countries where the Company operates branches and subsidiaries.

Regulatory development There are a number of matters currently outstanding that may have an impact on ANZ’s regulatory capital in the future. Details of these matters are available in ANZ’s 2017 Full Year Results Announcement Group Results section, pages 46 and 47, available on ANZ’s website: [shareholder.anz.com/pages/results-announcement-archive.]

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 6 Capital adequacy - Capital Ratio and Risk Weighted Assets The following table provides the composition of capital used for regulatory purposes and capital adequacy ratios.

Sep 17 Mar 17 Sep 16 Risk weighted assets (RWA) $M $M $M Subject to Advanced Internal Rating Based (IRB) approach Corporate 121,915 127,544 130,799 Sovereign 7,555 6,718 6,634 Bank 13,080 14,267 14,884 Residential Mortgage 96,267 86,218 84,275 Qualifying Revolving Retail 7,059 7,513 7,334 Other Retail 31,077 31,004 31,360 Credit risk weighted assets subject to Advanced IRB approach 276,953 273,264 275,286

Credit risk Specialised Lending exposures subject to slotting approach5 31,845 33,896 36,100

Subject to Standardised approach Corporate 13,365 16,264 20,459 Residential Mortgage 950 2,354 2,493 Other Retail 2,000 3,131 3,277 Credit risk weighted assets subject to Standardised approach 16,315 21,749 26,229

Credit Valuation Adjustment and Qualifying Central Counterparties 7,269 8,168 9,371

Credit risk weighted assets relating to securitisation exposures 1,083 1,171 1,203 Other assets 3,369 3,561 3,844 Total credit risk weighted assets 336,834 341,809 352,033

Market risk weighted assets 5,363 6,323 6,188 Operational risk weighted assets 37,305 38,576 38,661 Interest rate risk in the banking book (IRRBB) risk weighted assets 11,611 10,332 11,700 Total risk weighted assets 391,113 397,040 408,582

Capital ratios (%)6 Level 2 Common Equity Tier 1 capital ratio 8.5%10.6% 8.2%10.1% n/a 9.6%

Level 2 Tier 1 capital ratio 12.6% 12.1% 11.8% Level 2 Total capital ratio 14.8% 14.5% 14.3% Level 1: Extended licensed Common Equity Tier 1 capital ratio 10.5% 10.2% 9.7% Level 1: Extended licensed entity Tier 1 capital ratio 12.7% 12.3% 12.1% Level 1: Extended licensed entity Total capital ratio 14.8% 14.8% 14.7% Other significant Authorised Deposit-taking Institution (ADI) or overseas bank subsidiary: ANZ Bank New Zealand Limited – Common Equity Tier 1 capital ratio 10.7% 10.2% 10.0% ANZ Bank New Zealand Limited - Tier 1 capital ratio 14.1% 13.5% 13.2% ANZ Bank New Zealand Limited - Total capital ratio 14.4% 13.8% 13.7%

5 Specialised Lending exposures subject to slotting approach are those where the main servicing and repayment is from the asset being financed, and includes specified commercial property development/investment lending, project finance and object finance. 6 ANZ Bank New Zealand Limited’s capital ratios have been calculated in accordance with Reserve Bank of New Zealand prudential standards.

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ANZ Basel III Pillar 3 Disclosure September 2017

Credit Risk Weighted Assets (CRWA)

Total CRWA decreased $15.2 billion (4.3%) from $352.0 billion in September 2016 to $336.8 billion in September 2017. This was mainly driven by portfolio contraction in our Institutional business and partial sale of the Retail Asia and Wealth business, partially offset by an increase in Australia Residential Mortgages.

Market Risk, Operational Risk and IRRBB RWA

Traded Market Risk RWA decreased $0.83 billion (13.3%) driven by reduced exposure to stressed market conditions.

IRRBB RWA decreased marginally over the year due to lower repricing and yield curve risk offset by a reduction in embedded market value.

The Operational Risk RWA decreased by $1.36 billion (3.5%) primarily driven by the scale back of ANZ’s operations in certain parts of the business and simplification of portfolios across the Group.

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ANZ Basel III Pillar 3 Disclosure September 2017

Chapter 6 – Credit risk Table 7 Credit risk – General disclosures

Definition of credit risk

Credit Risk is the risk of financial loss resulting from a counterparty failing to fulfil its obligations, or from a decrease in credit quality of a counterparty resulting in a loss in value. Regulatory approval to use the Advanced Internal Ratings-based approach

ANZ has been given approval by APRA to use the Advanced Internal Ratings (AIRB) based approach to credit risk, under APS 113 Capital Adequacy: Internal Ratings-based Approach to Credit Risk. As an AIRB bank, ANZ’s internal models generate the inputs into regulatory capital adequacy to determine the risk weighted exposure calculations for both on and off-balance sheet exposures, including undrawn portions of credit facilities, committed and contingent exposures and expected loss (EL) calculations.

ANZ’s internal models are used to generate three key risk components that serve as inputs to the IRB approach to credit risk:

 Probability of Default (PD) is an estimate of the level of the risk of borrower default  Exposure at Default (EAD) is defined as the expected facility exposure at the date of default  Loss Given Default (LGD) is an estimate of the potential economic loss on a credit exposure, incurred as a consequence of obligor default.

There are however several small portfolios (mainly retail and local corporates in Asia Pacific) where ANZ applies the Standardised approach to credit risk, under APS 112 Capital Adequacy: Standardised Approach to Credit Risk.

Credit risk management framework and policies

ANZ has a comprehensive framework to manage Wholesale Credit Risk. The framework is top down, being defined by credit principles and policies. Credit policies, requirements and procedures cover all aspects of the credit life cycle such as transaction structuring, risk grading, initial approval, ongoing management and problem debt management, as well as specialist policy topics.

The effectiveness of the credit risk management framework is assessed through various compliance and monitoring processes. These, together with portfolio selection, define and guide the credit process, organisation and staff.

Organisation

The Credit and Market Risk Committee (CMRC) is a senior executive level committee responsible for the oversight and control of credit, market, insurance and material financial risks across the ANZ Group. The Credit Rating System Oversight Committee (CRSOC) supports the CMRC, by providing oversight and control of the internal ratings system for credit risk in the wholesale and retail sectors, including credit model approvals and performance monitoring.

The primary responsibility for prudent and profitable management of credit risk assets and customer relationships rests with the business units. An independent credit risk management function is staffed by risk specialists. Independence is achieved by having all credit risk staff ultimately report to the Chief Risk Officer (CRO), even where they are embedded in business units. Risk provides independent credit assessment and approval on lending decisions, and also performs key roles in portfolio management such as development and validation of credit risk measurement systems, loan asset quality reporting, and development of credit policies and requirements.

The authority to make credit decisions is delegated by the Board to the CEO who in turn delegates authority to the CRO. The CRO in turn delegates some of their credit discretion to individuals as part of a ‘cascade’ of authority from senior to the most junior credit officers. Within ANZ, credit approval for material judgemental lending is made on a ‘dual approval’ basis, jointly by the business writer in the business unit and the respective independent credit risk officer. Individuals must be suitably skilled and accredited in order to be granted and retain a credit discretion. Credit discretions are reviewed on an annual basis, and may be varied based on the holder’s performance.

Programmed credit assessment typically covers retail and some small business lending, and refers to the automated assessment of credit applications using a combination of scoring (application and behavioural), policy rules and external credit reporting information. Where an application does not meet the automated assessment criteria it will be referred out for manual assessment, with assessors considering the decision tool recommendation.

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ANZ Basel III Pillar 3 Disclosure September 2017

Portfolio direction and performance

The credit risk management framework contains several portfolio direction and performance tools which enable Risk to play a fundamental role in monitoring the direction and performance of the portfolio. These include:

 Group and divisional level risk appetite strategies, business writing strategies and segment transaction guidelines are prepared by the businesses and set out appetite, planned portfolio growth, capital usage and risk/return profile, and also identify areas that may require attention to mitigate and improve risk management;

 Regular portfolio reviews; and

 Exposure concentration limits, covering single customers, industries and cross border risk, to ensure a diversified portfolio.

ANZ uses portfolio monitoring and analysis tools, technologies and techniques to assist with portfolio risk assessment and management. These assist in:

 Monitoring, analysing and reporting ANZ’s credit risk profile and progress in meeting portfolio objectives;

 Calculating and reporting ANZ’s collective provision, economic capital, expected loss, regulatory RWA and regulatory expected loss;

 Assessing impact of emerging issues, and conducting ad-hoc investigations and analysis.

 Validating rating/scoring tools and credit estimates; and

 Ongoing review and refinement of ANZ's credit risk measurement and policy framework.

Reporting – overview and definitions

Credit risk management information systems, reporting and analysis are managed centrally and at the divisional and business unit level.

Periodic reporting provides confirmation of the effectiveness of processes highlights emerging issues requiring attention and allows monitoring of portfolio trends by all levels of management and the Board.

Examples of reports include EAD, portfolio mix, risk grade profiles and migrations, RWAs, large exposure reporting, credit watch and control lists, impaired assets and provisions.

Exposure at default

EAD is defined as the expected facility exposure at the date of default. Unless otherwise stated, throughout this disclosure EAD represents credit exposure net of offsets for credit risk mitigation such as guarantees, credit derivatives, netting and financial collateral.

Past due facilities

Facilities where a contractual payment has not been met or the customer is outside of contractual arrangements for a material length of time are deemed past due. Past due facilities include those operating in excess of approved arrangements or where scheduled repayments are outstanding, but do not include impaired assets.

Impaired assets

A facility for which there is doubt about timely payment of principal, interest and fees being achieved and / or a material credit obligation is 90 days or more past due and is not well secured. It includes all problem assets, off-balance sheet exposures and assets brought to ANZ’s balance sheet through the enforcement of security.

Restructured Items

A facility in which the original contractual terms have been modified to provide concessions of interest, principal, or other payments due, or for an extension in maturity for a non-commercial period for reasons related to the financial difficulties of the entity.

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ANZ Basel III Pillar 3 Disclosure September 2017

Collective Provisions

As well as holding individual provisions for credit loss, ANZ also holds a collective provision to cover credit losses which have been incurred but have not yet been specifically identified.

Calculation of the collective provision involves placing exposures in pools of similar assets with similar risk characteristics. The required collective provision is estimated on the basis of historical loss experience for assets with credit risk characteristics similar to those in the collective pool and includes an allowance for inherent risk associated with the design and use of models. The initial calculation from historical loss experience may be adjusted based on current observable data such as changed economic conditions, and to take account of the impact of inherent risk of large concentrated losses within the portfolio.

The methodology underpinning calculation of collective provision from historical experience is predominantly based around the product of an exposure’s PD, LGD and EAD. ANZ uses slightly different PD, LGD and EAD factors in the calculation of regulatory capital and regulatory EL, due to the different requirements of APRA and accounting standards. The key differences are:

 ANZ must use more conservative LGD assumptions for regulatory capital purposes, such as the 20% LGD floor for retail mortgages and downturn LGD factors.

 ANZ must use cycle-adjusted PDs for regulatory capital purposes, but uses point-in-time estimates to calculate provisions.

Essentially these differences reflect the effects of the credit cycle on credit losses. Point-in-time refers to losses at any given point in the credit cycle, cycle-adjusted refers to adjusting estimates to reflect a full credit cycle and downturn refers to losses at the worst of the cycle and is the most conservative estimate to use. Regardless of the adjustments, the starting point for all estimates is the output of the rating/scoring models and tools to satisfy the in use test7.

Individual Provisions

Individual provisions are assessed on a case-by-case basis for all individually managed impaired assets taking into consideration factors such as the realisable value of security (or other credit mitigants), the likely return available upon liquidation or bankruptcy, legal uncertainties, estimated costs involved in recovery, the market price of the exposure in secondary markets and the amount and timing of expected receipts and recoveries.

Write-offs

Facilities are written off against the related provision for impairment when they are assessed as partially or fully uncollectable, and after proceeds from the realisation of any collateral have been received. Where individual provisions recognised in previous periods have subsequently decreased or are no longer required, such impairment losses are reversed in the current period income statement.

Definition of default

ANZ uses the following definition of default:

 ANZ considers that the customer is unlikely to pay its credit obligations in full, without recourse to actions such as realising security, or

 the customer is at least 90 days past due on a credit obligation, or

 the customer’s overdraft or other revolving facility(ies) have been continuously outside approved limits for 90 or more consecutive days.

Specific provision and General Reserve for Credit Losses

Due to definitional differences, there is a difference in the split between ANZ’s individual provision and collective provision for accounting purposes and the specific provision and general reserve for credit losses (GRCL) for regulatory purposes. This does not impact total provisions, and essentially relates to the classification of collectively assessed provisions on defaulted accounts. The disclosures in this document are based on individual provision and collective provision, for ease of comparison with other published results.

7 One of the key criteria for regulatory acceptance of a rating model is that the outputs must be used in a wide range of ongoing management activities, to demonstrate that the model is used in day-to-day management of exposures and not just for regulatory capital calculation.

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ANZ Basel III Pillar 3 Disclosure September 2017

Exposure at Default in Table 7 represents credit exposure net of offsets for credit risk mitigation such as guarantees, credit derivatives, netting and financial collateral. It includes Advanced IRB, Specialised Lending and Standardised exposures, and excludes Securitisation, Equities or Other Assets exposures.

Table 7(b) part (i): Period end and average Exposure at Default 8

Sep 17 Average Individual Exposure at provision Risk Weighted Exposure Default for charge for Write-offs for Assets at Default half year half year half year Advanced IRB approach $M $M $M $M $M Corporate 121,915 230,375 229,522 75 178 Sovereign 7,555 131,473 131,139 - - Bank 13,080 44,540 45,128 5 8 Residential Mortgage 96,267 366,669 360,679 42 20 Qualifying Revolving Retail 7,059 22,055 22,164 118 137 Other Retail 31,077 41,951 42,039 245 275 Total Advanced IRB approach 276,953 837,063 830,671 485 618

Specialised Lending 31,845 37,205 37,951 (4) 2

Standardised approach Corporate 13,365 14,455 15,661 (1) 80 Residential Mortgage 950 2,448 4,462 2 1 Other Retail 2,000 1,988 2,638 72 90 Total Standardised approach 16,315 18,891 22,761 73 171

Credit Valuation Adjustment and 7,269 9,919 9,838 - - Qualifying Central Counterparties

Total 332,382 903,078 901,221 554 791

8 Average Exposure at Default for half year is calculated as the simple average of the balances at the start and the end of each six month period.

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ANZ Basel III Pillar 3 Disclosure September 2017

Mar 17 Average Individual Exposure at provision Risk Weighted Exposure Default for charge for Write-offs for Assets at Default half year half year half year Advanced IRB approach $M $M $M $M $M Corporate 127,544 228,669 228,993 289 314 Sovereign 6,718 130,805 125,869 (1) 4 Bank 14,267 45,715 47,295 3 - Residential Mortgage 86,218 354,689 351,541 35 22 Qualifying Revolving Retail 7,513 22,273 22,334 104 141 Other Retail 31,004 42,126 42,209 239 270 Total Advanced IRB approach 273,264 824,277 818,241 669 751

Specialised Lending 33,896 38,696 39,577 (3) 4

Standardised approach Corporate 16,264 16,866 19,060 35 44 Residential Mortgage 2,354 6,476 6,664 - 1 Other Retail 3,131 3,288 3,284 86 102 Total Standardised approach 21,749 26,630 29,008 121 147

Credit Valuation Adjustment and 8,168 9,756 10,102 - - Qualifying Central Counterparties

Total 337,077 899,359 896,928 787 902

Sep 16 Average Individual Exposure at provision Risk Weighted Exposure Default for charge for Write-offs for Assets at Default half year half year half year Advanced IRB approach $M $M $M $M $M Corporate 130,799 229,317 235,169 466 468 Sovereign 6,634 120,933 119,576 2 2 Bank 14,884 48,875 49,001 - - Residential Mortgage 84,275 348,394 342,854 33 17 Qualifying Revolving Retail 7,334 22,395 22,406 104 141 Other Retail 31,360 42,291 41,617 251 275 Total Advanced IRB approach 275,286 812,205 810,623 856 903

Specialised Lending 36,100 40,458 39,933 (1) 8

Standardised approach Corporate 20,459 21,254 21,875 107 61 Residential Mortgage 2,493 6,851 7,017 2 3 Other Retail 3,277 3,279 3,416 83 91 Total Standardised approach 26,229 31,384 32,308 192 155

Credit Valuation Adjustment and 9,371 10,448 9,071 - - Qualifying Central Counterparties

Total 346,986 894,495 891,935 1,047 1,066

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 7(b) part (ii): Exposure at Default by portfolio type9

Average for half Sep 17 Mar 17 Sep 16 year Sep 17 Portfolio Type $M $M $M $M Cash 26,123 33,613 27,054 29,868 Contingents liabilities, commitments, and 153,775 153,607 154,142 153,691 other off-balance sheet exposures Derivatives 38,922 40,393 41,641 39,657 Settlement Balances 21,532 18,433 16,662 19,983 Investment Securities 66,802 58,578 58,426 62,690 Net Loans, Advances & Acceptances 568,089 565,027 563,545 566,558 Other assets 2,558 3,411 3,134 2,985 Trading Securities 25,277 26,297 29,891 25,787 Total exposures 903,078 899,359 894,495 901,219

9 Average for half year is calculated as the simple average of the balances at the start and the end of each six month period.

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 7(c): Geographic distribution of Exposure at Default

Sep 17 Asia Pacific, Europe and Australia New Zealand Americas Total Portfolio Type $M $M $M $M Corporate 126,446 45,605 72,779 244,830 Sovereign 47,632 11,306 72,535 131,473 Bank 19,697 4,620 20,223 44,540 Residential Mortgage 291,868 74,801 2,448 369,117 Qualifying Revolving Retail 22,055 - - 22,055 Other Retail 30,140 11,811 1,988 43,939 Qualifying Central Counterparties 6,790 1,346 1,783 9,919 Specialised Lending 26,331 10,749 125 37,205 Total exposures 570,959 160,238 171,881 903,078

Mar 17 Asia Pacific, Europe and Australia New Zealand Americas Total Portfolio Type $M $M $M $M Corporate 122,728 45,911 76,896 245,535 Sovereign 47,939 8,230 74,636 130,805 Bank 20,686 4,430 20,599 45,715 Residential Mortgage 281,972 72,717 6,476 361,165 Qualifying Revolving Retail 22,273 - - 22,273 Other Retail 30,459 11,687 3,268 45,414 Qualifying Central Counterparties 6,479 1,751 1,526 9,756 Specialised Lending 27,905 10,676 115 38,696 Total exposures 560,441 155,402 183,516 899,359

Sep 16 Asia Pacific, Europe and Australia New Zealand Americas Total Portfolio Type $M $M $M $M Corporate 122,934 48,553 79,084 250,571 Sovereign 45,457 11,469 64,007 120,933 Bank 23,684 5,562 19,629 48,875 Residential Mortgage 274,291 74,104 6,850 355,245 Qualifying Revolving Retail 22,395 - - 22,395 Other Retail 30,232 12,083 3,255 45,570 Qualifying Central Counterparties 6,905 1,651 1,892 10,448 Specialised Lending 29,392 10,601 465 40,458 Total exposures 555,290 164,023 175,182 894,495

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 7(d): Industry distribution of Exposure at Default10 11

Sep 17

Agriculture, Forestry, Electricity, Entertainment, Financial, Government Fishing & Business Gas & Water Leisure & Investment and Official Property Wholesale Transport & Mining Services Construction Supply Tourism & Insurance Institutions Manufacturing Personal Services Trade Retail Trade Storage Other Total Portfolio Type $M $M $M $M $M $M $M $M $M $M $M $M $M $M $M Corporate 41,333 9,746 5,468 9,461 13,109 33,600 3,027 36,912 870 18,919 24,289 13,526 15,177 19,393 244,830 Sovereign 1,075 ‐ 29 524 1 65,694 61,576 856 ‐ 1,026 16 ‐ 370 306 131,473 Bank 132 49 34 25 4 44,119 ‐ 65 ‐ ‐ 39 ‐ 43 30 44,540 Residential Mortgage ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 369,117 ‐ ‐ ‐ ‐ ‐ 369,117 Qualifying Revolving ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 22,055 ‐ ‐ ‐ ‐ ‐ 22,055 Retail Other Retail 3,257 2,951 4,135 110 2,376 713 15 1,650 16,511 1,278 1,259 4,288 1,442 3,954 43,939 Qualifying Central ‐ ‐ ‐ ‐ ‐ 9,919 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 9,919 Counterparties Specialised Lending 807 7 181 1,696 232 1 ‐ 1 ‐ 32,824 14 16 708 718 37,205 Total exposures 46,604 12,753 9,847 11,816 15,722 154,046 64,618 39,484 408,553 54,047 25,617 17,830 17,740 24,401 903,078 % of Total 5.2% 1.4% 1.1% 1.3% 1.7% 17.1% 7.2% 4.4% 45.1% 6.0% 2.8% 2.0% 2.0% 2.7% 100.0%

10 Property Services includes Commercial property operators, Residential property operators, Retirement village operators/developers, Real estate agents, Non-financial asset investors and Machinery and equipment hiring and leasing. 11 Other industry includes Health & Community Services, Education, Communication Services and Personal & Other Services.

33 ANZ Basel III Pillar 3 disclosure September 2017

Mar 17 Agriculture, Forestry, Electricity, Entertainment, Financial, Government Fishing & Business Gas & Water Leisure & Investment and Official Property Wholesale Transport & Mining Services Construction Supply Tourism & Insurance Institutions Manufacturing Personal Services Trade Retail Trade Storage Other Total Portfolio Type $M $M $M $M $M $M $M $M $M $M $M $M $M $M $M Corporate 43,336 9,300 5,634 9,778 12,937 26,787 2,890 41,265 1,946 18,950 24,415 13,938 15,895 18,464 245,535 Sovereign 1,462 1 32 627 1 74,814 51,855 939 1 413 21 ‐ 405 234 130,805 Bank 176 5 35 62 4 45,331 ‐ 19 ‐ ‐ 58 10 1 14 45,715 Residential Mortgage ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 361,165 ‐ ‐ ‐ ‐ ‐ 361,165 Qualifying Revolving ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 22,273 ‐ ‐ ‐ ‐ ‐ 22,273 Retail Other Retail 3,363 2,879 4,092 106 2,382 710 15 1,629 18,042 1,311 1,246 4,336 1,455 3,848 45,414 Qualifying Central ‐ ‐ ‐ ‐ ‐ 9,756 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 9,756 Counterparties Specialised Lending 927 4 36 1,619 278 1 ‐ 1 ‐ 34,267 14 2 879 668 38,696 Total exposures 49,264 12,189 9,829 12,192 15,602 157,399 54,760 43,853 403,427 54,941 25,754 18,286 18,635 23,228 899,359 % of Total 5.5% 1.4% 1.1% 1.4% 1.7% 17.4% 6.1% 4.9% 44.8% 6.1% 2.9% 2.0% 2.1% 2.6% 100.0%

Sep 16 Agriculture, Forestry, Electricity, Entertainment, Financial, Government Fishing & Business Gas & Water Leisure & Investment and Official Property Wholesale Transport & Mining Services Construction Supply Tourism & Insurance Institutions Manufacturing Personal Services Trade Retail Trade Storage Other Total Portfolio Type $M $M $M $M $M $M $M $M $M $M $M $M $M $M $M Corporate 42,860 9,875 6,161 9,007 12,900 28,248 3,455 41,971 2,124 19,328 25,299 14,292 16,193 18,858 250,571 Sovereign 1,514 ‐ 44 590 9 64,277 52,213 1,177 ‐ 384 27 ‐ 455 243 120,933 Bank 182 10 2 27 8 48,476 ‐ 48 ‐ ‐ 45 10 2 65 48,875 Residential Mortgage ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 355,245 ‐ ‐ ‐ ‐ ‐ 355,245 Qualifying Revolving ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 22,395 ‐ ‐ ‐ ‐ ‐ 22,395 Retail Other Retail 3,423 2,717 3,953 105 2,301 650 10 1,588 18,437 1,250 1,216 4,288 1,473 4,159 45,570 Qualifying Central ‐ ‐ ‐ ‐ ‐ 10,448 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 10,448 Counterparties Specialised Lending 1,155 6 170 1,718 423 2 ‐ 5 ‐ 35,137 11 6 1,127 698 40,458 Total exposures 49,134 12,608 10,330 11,447 15,641 152,101 55,678 44,789 398,201 56,099 26,598 18,596 19,250 24,023 894,495 % of Total 5.5% 1.4% 1.2% 1.3% 1.7% 17.0% 6.2% 5.0% 44.5% 6.3% 3.0% 2.1% 2.2% 2.7% 100.0%

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 7(e): Residual contractual maturity of Exposure at Default12

Sep 17 No Maturity < 12 mths 1 - 5 years > 5 years Specified Total Portfolio Type $M $M $M $M $M Corporate 109,154 120,769 14,746 161 244,830 Sovereign 66,591 40,319 24,563 - 131,473 Bank 30,068 14,159 313 - 44,540 Residential Mortgage 345 2,533 335,664 30,575 369,117 Qualifying Revolving Retail - - - 22,055 22,055 Other Retail 15,462 8,289 19,758 430 43,939 Qualifying Central Counterparties 3,103 3,771 2,704 341 9,919 Specialised Lending 16,160 19,985 1,010 50 37,205 Total exposures 240,883 209,825 398,758 53,612 903,078

Mar 17 No Maturity < 12 mths 1 - 5 years > 5 years Specified Total Portfolio Type $M $M $M $M $M Corporate 101,298 129,007 15,063 167 245,535 Sovereign 70,734 30,109 29,962 - 130,805 Bank 30,075 15,295 345 - 45,715 Residential Mortgage 337 6,355 323,327 31,146 361,165 Qualifying Revolving Retail - - - 22,273 22,273 Other Retail 16,332 8,423 20,055 604 45,414 Qualifying Central Counterparties 3,202 3,654 2,552 348 9,756 Specialised Lending 15,353 22,100 1,192 51 38,696 Total exposures 237,331 214,943 392,496 54,589 899,359

Sep 16 No Maturity < 12 mths 1 - 5 years > 5 years Specified Total Portfolio Type $M $M $M $M $M Corporate 100,671 133,592 16,138 170 250,571 Sovereign 57,697 30,659 32,577 - 120,933 Bank 29,864 18,500 511 - 48,875 Residential Mortgage 434 6,603 316,003 32,205 355,245 Qualifying Revolving Retail - - - 22,395 22,395 Other Retail 16,640 8,293 20,000 637 45,570 Qualifying Central Counterparties 4,045 3,375 2,700 328 10,448 Specialised Lending 14,161 24,510 1,732 55 40,458 Total exposures 223,512 225,532 389,661 55,790 894,495

12 No Maturity Specified predominately includes credit cards and residential mortgage equity manager accounts.

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 7(f) part (i): Impaired assets13 14, Past due loans15, Provisions and Write-offs by

Industry sector

Sep 17 Individual Impaired Past due Individual provision Write-offs Impaired loans/ loans ≥90 provision charge for for half derivatives facilities days balance half year year Industry Sector $M $M $M $M $M $M Agriculture, Forestry, Fishing - 545 110 203 (14) 62 & Mining Business Services - 109 31 31 (7) 15 Construction - 225 71 125 48 16 Electricity, gas and water - 2 2 1 1 1 supply Entertainment Leisure & - 144 45 59 16 33 Tourism Financial, Investment & - 29 30 14 6 10 Insurance Government & Official ------Institutions Manufacturing - 219 26 137 36 93 Personal - 745 2,177 307 369 421 Property Services - 50 39 28 (14) 14 Retail Trade - 129 90 62 25 19 Transport & Storage - 144 25 33 8 10 Wholesale Trade - 121 28 65 48 55 Other - 119 82 71 32 42 Total - 2,581 2,756 1,136 554 791

13 Impaired derivatives are net of credit value adjustment (CVA) of $42 million, being a market value based assessment of the credit risk of the relevant counterparties (March 2017: $55 million; September 2016: $63 million). 14 Impaired loans / facilities include restructured items of $167 million for customer facilities in which the original contractual terms have been modified for reasons related to the financial difficulties of the customer. Restructuring may consist of reduction of interest, principal or other payments legally due, or an extension in maturity materially beyond those typically offered to new facilities with similar risk (March 2017: $367 million; September 2016: $403 million). 15 For regulatory reporting, not well secured portfolio managed retail exposures have been reclassified from past due loans > 90 days to impaired loans / facilities.

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ANZ Basel III Pillar 3 Disclosure September 2017

Mar 17 Individual Impaired Past due Individual provision Write-offs Impaired loans/ loans ≥90 provision charge for for half derivatives facilities days balance half year year Industry Sector $M $M $M $M $M $M Agriculture, Forestry, Fishing - 867 150 265 19 25 & Mining Business Services - 85 31 51 16 17 Construction - 173 62 96 21 22 Electricity, gas and water - 2 1 2 - - supply Entertainment Leisure & - 120 45 58 26 27 Tourism Financial, Investment & 1 40 19 16 7 6 Insurance Government & Official - - - - - 4 Institutions Manufacturing 5 347 30 201 12 82 Personal - 839 1,961 276 358 435 Property Services - 90 57 42 - 10 Retail Trade 1 115 77 59 20 36 Transport & Storage - 167 24 39 30 12 Wholesale Trade 3 129 20 71 211 209 Other - 158 92 93 67 17 Total 10 3,132 2,569 1,269 787 902

Sep 16 Individual Impaired Past due Individual provision Write-offs Impaired loans/ loans ≥90 provision charge for for half derivatives facilities days balance half year year Industry Sector $M $M $M $M $M $M Agriculture, Forestry, Fishing - 1,016 93 283 108 102 & Mining Business Services - 84 30 46 10 35 Construction - 178 58 95 59 32 Electricity, gas and water - 2 1 1 2 4 supply Entertainment Leisure & - 134 44 59 51 28 Tourism Financial, Investment & 1 33 23 11 (3) 14 Insurance Government & Official - - - 4 2 - Institutions Manufacturing 6 466 36 266 322 251 Personal - 834 1,989 284 374 422 Property Services - 120 63 46 13 26 Retail Trade 3 221 68 76 55 38 Transport & Storage - 88 23 25 14 36 Wholesale Trade 4 115 13 67 18 62 Other - 72 58 44 22 16 Total 14 3,363 2,499 1,307 1,047 1,066

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 7(f) part (ii): Impaired asset, Past due loans, Provisions and Write-offs

Sep 17 Individual Write- Impaired Past due Individual provision offs Impaired loans/ loans ≥ provision charge for for half derivatives facilities 90 days balance half year year $M $M $M $M $M $M Portfolios subject to Advanced IRB approach Corporate - 1,193 175 520 75 178 Sovereign - - - 3 - - Bank - - 10 - 5 8 Residential Mortgage - 259 2,166 126 42 20 Qualifying Revolving Retail - 99 - 18 118 137 Other Retail - 586 325 299 245 275 Total Advanced IRB approach - 2,137 2,676 966 485 618

Specialised Lending - 25 21 17 (4) 2

Portfolios subject to Standardised approach Corporate - 273 34 140 (1) 80 Residential Mortgage - 25 19 10 2 1 Other Retail - 121 6 3 72 90 Total Standardised approach - 419 59 153 73 171

Qualifying Central Counterparties ------

Total - 2,581 2,756 1,136 554 791

Mar 17 Past Individual Write- Impaired due Individual provision offs Impaired loans/ loans ≥ provision charge for for half derivatives facilities 90 days balance half year year $M $M $M $M $M $M Portfolios subject to Advanced IRB approach Corporate 1 1,569 207 614 289 314 Sovereign - - - 3 (1) 4 Bank - 13 11 3 3 - Residential Mortgage - 231 1,962 104 35 22 Qualifying Revolving Retail - 88 - - 104 141 Other Retail - 552 291 289 239 270 Total Advanced IRB approach 1 2,453 2,471 1,013 669 751

Specialised Lending - 39 30 19 (3) 4

Portfolios subject to Standardised approach Corporate 9 382 42 222 35 44 Residential Mortgage - 31 18 9 - 1 Other Retail - 227 8 6 86 102 Total Standardised approach 9 640 68 237 121 147

Qualifying Central Counterparties ------

Total 10 3,132 2,569 1,269 787 902

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ANZ Basel III Pillar 3 Disclosure September 2017

Sep 16 Past Individual Write- Impaired due Individual provision offs Impaired loans/ loans ≥ provision charge for for half derivatives facilities 90 days balance half year year $M $M $M $M $M $M Portfolios subject to Advanced IRB approach Corporate 1 1,795 178 653 466 468 Sovereign - - - 6 2 2 Bank - - 11 - - - Residential Mortgage - 220 1,981 94 33 17 Qualifying Revolving Retail - 89 - - 104 141 Other Retail - 515 255 281 251 275 Total Advanced IRB approach 1 2,619 2,425 1,034 856 903

Specialised Lending - 42 38 23 (1) 8

Portfolios subject to Standardised approach Corporate 13 440 18 237 107 61 Residential Mortgage - 29 11 8 2 3 Other Retail - 233 7 5 83 91 Total Standardised approach 13 702 36 250 192 155

Qualifying Central Counterparties ------

Total 14 3,363 2,499 1,307 1,047 1,066

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 7(g): Impaired assets16 17, Past due loans18 and Provisions19 by Geography

Sep 17 Impaired Past due Individual Collective Impaired loans/ loans provision provision derivatives facilities ≥ 90 days balance balance Geographic region $M $M $M $M $M Australia - 1,723 2,519 791 1,810 New Zealand - 359 168 141 398 Asia Pacific, Europe and America - 499 69 204 454 Total - 2,581 2,756 1,136 2,662 4fii 0 0 0 0 0 RA

Mar 17 Impaired Past due Individual Collective Impaired loans/ loans provision provision derivatives facilities ≥ 90 days balance balance Geographic region $M $M $M $M $M Australia 1 1,705 2,347 777 1,830 New Zealand 1 488 144 158 411 Asia Pacific, Europe and America 8 939 78 334 544 Total 10 3,132 2,569 1,269 2,785

4fii 0 0 0 0 0 RA

Sep 16 Impaired Past due Individual Collective Impaired loans/ loans provision provision derivatives facilities ≥ 90 days balance balance Geographic region $M $M $M $M $M Australia 1 1,804 2,319 757 1,803 New Zealand 3 483 127 147 456 Asia Pacific, Europe and America 10 1,076 53 403 617 Total 14 3,363 2,499 1,307 2,876

16 Impaired derivatives are net of credit value adjustment (CVA) of $42 million, being a market value based assessment of the credit risk of the relevant counterparties (March 2017: $55 million; September 2016: $63 million). 17 Impaired loans / facilities include restructured items of $167 million for customer facilities in which the original contractual terms have been modified for reasons related to the financial difficulties of the customer. Restructuring may consist of reduction of interest, principal or other payments legally due, or an extension in maturity materially beyond those typically offered to new facilities with similar risk (March 2017: $367 million; September 2016: $403 million). 18 For regulatory reporting, not well secured portfolio managed retail exposures have been reclassified from past due loans > 90 days to impaired loans / facilities. 19 Due to definitional differences, there is a variation in the split between ANZ’s Individual Provision and Collective Provision for accounting purposes and the Specific Provision and General Reserve for Credit Losses (GRCL) for regulatory purposes. This does not impact total provisions, and essentially relates to the classification of collectively assessed provisions on defaulted accounts. The disclosures in this document are based on Individual Provision and Collective Provision, for ease of comparison with other published results.

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 7(h): Provision for Credit Impairment

Half year Half year Half year Sep 17 Mar 17 Sep 16 Collective Provision $M $M $M Balance at start of period 2,785 2,876 2,862 Charge to income statement (75) (67) (9) Adjustments for exchange rate fluctuations (9) (24) 28 Esanda Dealer Finance divestment - - (5) Asia Retail and Wealth divestment (39) - - Total Collective Provision 2,662 2,785 2,876 - Individual Provision - Balance at start of period 1,269 1,307 1,238 New and increased provisions 948 1,121 1,308 Write-backs (280) (221) (151) Adjustment for exchange rate fluctuations (2) (12) 17 Discount unwind (8) (24) (39) Bad debts written off (791) (902) (1,066) Total Individual Provision 1,136 1,269 1,307

Total Provisions for Credit Impairment 3,798 4,054 4,183

Table 7(j): Specific Provision Balance and General Reserve for Credit Losses20

S Sep 17 Specific Provision General Reserve Balance for Credit Losses Total $M $M $M Collective Provision 352 2,310 2,662 Individual Provision 1,136 - 1,136 Total Provision for Credit Impairment 1,488 2,310 3,798

Mar 17 Specific Provision General Reserve Balance for Credit Losses Total $M $M $M Collective Provision 350 2,435 2,785 Individual Provision 1,269 - 1,269 Total Provision for Credit Impairment 1,619 2,435 4,054

Sep 16 Specific Provision General Reserve Balance for Credit Losses Total $M $M $M Collective Provision 350 2,526 2,876 Individual Provision 1,307 - 1,307 Total Provision for Credit Impairment 1,657 2,526 4,183

20 Due to definitional differences, there is a variation in the split between ANZ’s Individual Provision and Collective Provision for accounting purposes and the Specific Provision and General Reserve for Credit Losses (GRCL) for regulatory purposes. This does not impact total provisions, and essentially relates to the classification of collectively assessed provisions on defaulted accounts. The disclosures in this document are based on Individual Provision and Collective Provision, for ease of comparison with other published results.

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 8 Credit risk – Disclosures for portfolios subject to the Standardised approach and supervisory risk weights in the IRB approach

Table 8(b): Exposure at Default by risk bucket21

Risk weight Sep 17 Mar 17 Sep 16 Standardised approach exposures $M $M $M 0% - - - 20% 308 219 459 35% 2,030 6,061 6,417 50% 2,336 1,927 2,067 75% 5 6 4 100% 14,000 18,118 21,834 150% 215 300 680 >150% 4 4 - Capital deductions - - - Total 18,898 26,635 31,461

Other Asset exposures 0% - - - 20% 947 954 1,202 35% - - - 50% - - - 75% - - - 100% 3,179 3,370 3,604 150% - - - >150% - - - Capital deductions - - - Total 4,126 4,324 4,806

Specialised Lending exposures 0% 120 122 182 70% 13,935 13,211 13,052 90% 19,659 21,383 22,193 115% 3,207 3,367 4,139 250% 284 613 892 Total 37,205 38,696 40,458

21 Table 8(b) shows exposure at default after credit risk mitigation in each risk category.

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 9 Credit risk – Disclosures for portfolios subject to Advanced IRB approaches

Portfolios subject to the Advanced IRB (AIRB) approach

The following table summarises the types of borrowers and the rating approach adopted within each of ANZ’s AIRB portfolios:

IRB Asset Class Borrower Type Rating Approach Corporate Corporations, partnerships or proprietorships that do AIRB not fit into any other asset class Sovereign Central governments AIRB Central banks Certain multilateral development banks Bank Banks22 AIRB In Australia only, other authorised deposit taking institutions (ADI) incorporated in Australia Residential Exposures secured by residential property AIRB Mortgages Qualifying Revolving Consumer credit cards <$100,000 limit AIRB Retail Other Retail Small business lending AIRB Other lending to consumers Specialised Lending Income Producing Real Estate23 AIRB – Supervisory 24 Project finance Slotting Object finance Other Assets All other assets not falling into the above classes e.g. AIRB – fixed risk margin lending, fixed assets weights

In addition, ANZ has applied the Standardised approach to some portfolio segments (mainly retail and local corporates in Asia Pacific) where currently available data does not enable development of advanced internal models for PD, LGD and EAD estimates. Under the Standardised approach, exposures are mapped to several regulatory risk weights, mainly based on the type of counterparty and its external rating. For these counterparties, external ratings by Standard & Poor’s and Moody’s Investors Service are used as inputs into the RWA calculation. As described in the section on the ANZ rating system, ANZ has mapped its master scale to the grading of these two External Credit Assessment Institutions (ECAIs).

ANZ applies its full normal risk measurement and management framework to these segments for internal management purposes, such as for economic capital. Standardised segments will be migrated to AIRB if they reach a volume that generates sufficient data for development of advanced internal models.

ANZ has not applied the Foundation IRB approach to any portfolios.

The ANZ rating system

As an AIRB bank, ANZ’s internal models generate the inputs into regulatory capital adequacy to determine the risk weighted exposure calculations for both on and off-balance sheet exposures, including undrawn portions of credit facilities, committed and contingent exposures and EL calculations. ANZ’s internal models are used to generate the three key risk components that serve as inputs to the IRB approach to credit risk:

 PD is an estimate of the level of the risk of borrower default. Borrower ratings are derived by way of rating models used both at loan origination and for ongoing monitoring.

 EAD is defined as the expected facility exposure at the date of default.

22 The IRB asset classification of investment banks is Corporate, rather than Bank. 23 Since 2009, APRA has agreed that some large, well-diversified commercial property exposures may be treated as corporate exposures, in line with the original Basel Committee’s definition of Specialised Lending. 24 ANZ uses an internal assessment which is mapped to the appropriate Supervisory Slot.

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ANZ Basel III Pillar 3 Disclosure September 2017

 LGD is an estimate of the potential economic loss on a credit exposure, incurred as a consequence of obligor default and expressed as a percentage of the facility’s EAD. When measuring economic loss, all relevant factors are taken into account, including material effects of the timing of cash flows and material direct and indirect costs associated with collecting on the exposure, including realisation of collateral.

Effective maturity is also calculated as an input to the risk weighted exposure calculation for bank, sovereign and corporate IRB asset classes.

ANZ’s rating system has two separate and distinct dimensions that:  Measure the PD, which is expressed by the Customer Credit Rating (CCR), reflecting the ability to service and repay debt.  Measure the LGD as expressed by the Security Indicator (SI) ranging from A to G. The SI is calculated by reference to the percentage of loan covered by security which can be realised in the event of default. This calculation uses standard ratios to adjust the current market value of collateral items to allow for historical realisation outcomes. The security-related SIs are supplemented with a range of other SIs which cover such factors as cash cover, mezzanine finance, intra-group guarantees and sovereign backing as ANZ’s LGD research indicates that these transaction characteristics have different recovery outcomes. ANZ’s LGD also includes recognition of the different legal and insolvency regimes in different countries, where this has been shown to influence recovery outcomes. ANZ’s corporate PD master scale is APRA approved, and is made up of 27 rating grades. Each level/grade is separately defined and has a range of default probabilities attached to it. The PD master scale enables ANZ’s rating system to be mapped to the grading’s of external rating agencies, using the PD as a common element after ensuring that default definitions and other key attributes are aligned.

The following table demonstrates this alignment (for one year PDs):

ANZ CCR Moody’s Standard & Poor’s PD Range 0+ to 1- Aaa to Aa3 AAA to AA- 0.0000 - 0.0346% 2+ to 3+ A1 to Baa1 A+ to BBB+ 0.0347 - 0.1636% 3= to 4+ Baa2 to > Baa3 BBB to > BB+ 0.1637 - 0.4004% 4= to 6= Ba1 to B1 BB+ to B+ 0.4005 – 2.7550% 6- to 7= B2 to B3 B to B- 2.7551 – 9.7980% 7- to 8+ Caa CCC 9.7981 – 27.1109% 8= Ca, C CC, C 27.1110 – 99.9999% 8-, 9 and 10 Default Default 100%

In the retail asset classes, most facilities utilise credit rating scores. The scores are calibrated to PDs, and used to allocate exposures to homogenous pools, along with LGD and EAD.

Use of internal estimates other than for regulatory capital purposes

ANZ’s rating system is a fundamental part of credit management and plays a key role in:

 Lending discretions.

 Minimum origination standards.

 Concentration limits.

 Portfolio reporting.

 Customer profitability measurement.

 Collective provision measurement.

 Management of deteriorating customers (where certain CCR/SI combinations trigger increasing scrutiny).

 Pricing decisions.

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ANZ Basel III Pillar 3 Disclosure September 2017

PD, LGD and EAD are used in the calculation of economic capital and in the collective provisioning process. Regulatory and economic capital are calculated from the same data sources and starting from the same basis, however there are some differences between the factors used because several aspects of ANZ’s rating system are adjusted in accordance with APRA requirements for regulatory capital purposes. The most significant of these adjustments are the use for regulatory capital purposes of downturn LGDs; the imposition of a 20% LGD floor for exposures secured by Australian residential real estate and the mandatory use of the supervisory slotting approach for project finance and most commercial real estate exposures.

Controls surrounding the ratings system

ANZ’s rating system and credit risk estimates are governed by the Board Risk Committee and several executive management committees, and are underpinned by a comprehensive framework of controls that operate throughout ANZ. All policies, methodologies, model designs, model reviews, validations, responsibilities, systems and processes supporting the ratings systems are documented, and subject to review by Global Internal Audit.

The design, build and implementation of credit rating models resides with a specialist Group-level team. Credit rating models are owned by central Risk teams. The use (including overrides) and performance of credit rating models is monitored by the relevant business and their counterparts in Risk, and validated regularly by a separate specialist Group-level function. This cycle of design, build, implementation, monitoring and validation is overseen by the CRSOC, and informs the need for new models or recalibration of existing models.

Within ANZ’s wholesale businesses, Group Credit Assurance provides independent credit related assurance activities, including providing an independent assessment of both the asset quality in the portfolio and the quality of credit decision making. It also assesses management controls from a “top down” portfolio oversight perspective as well as credit risk processes from a “bottom up” perspective based on individual customer file reviews.

Risk grades are an integral part of reporting to the Board and executives.

In addition, the use of the rating system’s outputs in key business unit performance measures in processes such as provisioning and the allocation of economic capital ensures that the rating system receives robust input from the business units, not just the specialist modelling teams.

Rating process by asset class

Building reliable and accurate rating tools requires balancing of many factors including data availability (external data may be used in some circumstances, where it is relevant), the size of the segment (the more customers within the segment, the more likely that statistically reliable models can be built), and the need to be able to validate the model. Rating tool approaches include:

 Statistical models producing a PD or a LGD, which are developed from internal or external data on defaults.

 Statistical models producing an internal rating, which involve calibrating ANZ’s models to external rating data where data on defaults is insufficient for statistical purposes (such as banks).

 Hybrid statistical and expert models producing an internal rating, which use a mixture of default data and expert input.

Expert models/processes that produce an internal rating, including external rating agency replication models.

Ongoing data collection and testing processes ensure enhanced or new models are introduced as required to maintain and improve the accuracy and reliability of rating processes.

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ANZ Basel III Pillar 3 Disclosure September 2017

Regardless of what credit risk rating tool is used, lending staff rating a customer are required to review the model-generated PD (or CCR) and take into account any out-of-model factors or policy overlays to decide whether or not to override the model rating. Overrides of a rating model to a better rating require approval from the independent credit risk function. The significance of the model for risk grading varies with the customer segment: models will dominate risk grading of homogenous, simple and data-rich segments such as in Retail, however for complex, specialised business segments expert knowledge and the highly customised nature of transactions will influence the rating outcome.

The following table summarises the types of internal rating approaches used in ANZ:

IRB Asset Class Borrower type Rating Approach

Corporate Corporations, partnerships or Mainly statistical models proprietorships that do not fit into any Some use of expert models and other asset class policy processes Sovereign Central governments External rating and expert Central banks judgement Certain multilateral development banks Australian state governments Bank Banks Statistically-based models In Australia only, other ADIs Review of all relevant and incorporated in Australia material information including external ratings Residential Exposures secured by residential Statistical models Mortgages property

Qualifying Revolving Consumer credit cards <$100,000 limit Statistical models Retail

Other Retail Small business lending Statistical models Other lending to consumers

Specialised Lending Income Producing Real Estate Expert models/Supervisory 25 Project finance Slotting Object finance

For the Retail Basel asset class (Residential Mortgages, Qualifying Revolving Retail and Other Retail Exposures) the large number of relatively homogenous exposures enable the development of statistically robust application scoring models for use at origination and behavioural scoring for ongoing management. As noted above, the scores are calibrated to PD, and used to allocate exposures to homogenous pools, along with LGD and EAD.

Estimation of LGD and EAD

ANZ’s LGD modelling takes into account data on secured recovery, unsecured recovery rates and debt seniority, geography and internal management costs from several major data sources. Internal data is used as the basis for LGD estimation in the retail asset class, and is supplemented by external data for the corporate asset class. Given the scarcity of internal data for Bank and Sovereign Basel asset classes, LGD modelling for these classes is primarily based on external data.

EAD represents the expected facility exposure at the date of default, including an estimate of additional drawings prior to default, as well as post-default drawings that were legally committed to prior to default.

25 Specialised Lending exposures are rated with internal rating tools to produce a PD and LGD. These are used in internal processes, but not for regulatory capital purposes where the exposures are mapped to Supervisory Slots.

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 9(d): Non Retail Exposure at Default subject to Advanced Internal Ratings Based (IRB) approach26 27 28

Sep 17 AAA A+ BBB BB+ B+ < A+ < BBB < BB+ < B+ < CCC CCC Default Total $M $M $M $M $M $M $M $M Exposure at Default Corporate 20,273 59,504 72,916 59,268 14,525 1,856 2,033 230,375 Sovereign 107,161 18,177 2,138 1,403 2,573 21 - 131,473 Bank 16,773 23,248 3,055 1,371 80 2 11 44,540 Total 144,207 100,929 78,109 62,042 17,178 1,879 2,044 406,388 % of Total 35.5% 24.8% 19.2% 15.3% 4.2% 0.5% 0.5% 100.0%

Undrawn commitments (included in above) Corporate 6,621 23,372 22,802 10,088 1,448 144 52 64,527 Sovereign 553 85 6 56 - - - 700 Bank 15 144 23 - 1 - - 183 Total 7,189 23,601 22,831 10,144 1,449 144 52 65,410

Average Exposure at Default Corporate 8.590 8.114 1.578 0.649 0.126 0.185 0.660 0.836 Sovereign 143.456 757.354 37.513 8.451 29.924 3.468 - 121.062 Bank 15.416 5.846 6.990 9.523 1.102 0.073 5.195 7.747

Exposure-weighted average Loss Given Default (%) Corporate 55.8% 56.6% 45.7% 39.1% 34.2% 38.0% 46.5% 46.9% Sovereign 5.6% 12.2% 38.9% 50.1% 50.8% 56.3% - 8.4% Bank 63.2% 63.1% 68.8% 68.8% 73.1% 69.5% 29.6% 63.7%

Exposure-weighted average risk weight (%) Corporate 18.1% 32.7% 50.9% 67.5% 85.7% 181.4% 118.1% 51.4% Sovereign 1.2% 3.2% 43.3% 107.3% 124.5% 301.2% - 5.8% Bank 20.1% 26.1% 64.8% 109.3% 190.4% 390.2% 136.2% 29.4%

26 In accordance with APS 330, EAD in Table 9(d) includes Advanced IRB exposures and excludes Specialised Lending, Standardised, Securitisation, Equities or Other Assets exposures. Specialised Lending is excluded from Table 9(d) as it follows the Supervisory Slotting treatment, and a breakdown of risk weightings is provided in Table 8(b). 27 Average EAD is calculated as total EAD post risk mitigants divided by the total number of credit risk generating exposures. 28 Exposure-weighted average risk weight (%) is calculated as CRWA divided by EAD.

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ANZ Basel III Pillar 3 Disclosure September 2017

Mar 17 AAA A+ BBB BB+ B+ < A+ < BBB < BB+ < B+ < CCC CCC Default Total $M $M $M $M $M $M $M $M Exposure at Default Corporate 16,574 58,711 74,890 58,623 15,219 1,990 2,662 228,669 Sovereign 109,437 16,053 1,930 1,592 1,780 12 1 130,805 Bank 18,017 22,119 3,667 1,850 39 4 19 45,715 Total 144,028 96,883 80,487 62,065 17,038 2,006 2,682 405,189 % of Total 35.5% 23.9% 19.9% 15.3% 4.2% 0.5% 0.7% 100.0%

Undrawn commitments (included in above) Corporate 5,505 25,581 21,893 11,167 1,587 179 70 65,982 Sovereign 485 420 8 27 - - - 940 Bank 88 113 159 1 1 - - 362 Total 6,078 26,114 22,060 11,195 1,588 179 70 67,284

Average Exposure at Default Corporate 4.853 3.494 1.446 0.598 0.175 0.264 0.853 0.854 Sovereign 143.242 573.322 31.643 7.369 49.434 6.101 0.204 117.525 Bank 14.402 2.753 5.943 6.468 0.472 0.169 2.356 4.437

Exposure-weighted average Loss Given Default (%) Corporate 55.6% 57.2% 46.7% 39.9% 34.7% 40.9% 40.2% 47.4% Sovereign 5.7% 10.8% 40.4% 54.7% 47.3% 57.0% 71.0% 8.0% Bank 63.4% 63.3% 66.0% 67.6% 69.5% 73.1% 34.0% 63.7%

Exposure-weighted average risk weight (%) Corporate 19.1% 34.3% 52.7% 70.1% 86.6% 200.2% 142.2% 55.8% Sovereign 1.2% 3.0% 44.7% 119.4% 118.1% 356.2% - 5.1% Bank 20.7% 26.4% 68.5% 111.0% 203.3% 387.1% 146.5% 31.2%

Sep 16 AAA A+ BBB BB+ B+ < A+ < BBB < BB+ < B+ < CCC CCC Default Total $M $M $M $M $M $M $M $M Exposure at Default Corporate 17,682 55,341 76,479 59,068 15,883 2,409 2,455 229,317 Sovereign 101,889 13,715 2,054 1,885 1,376 14 - 120,933 Bank 20,835 22,617 3,543 1,806 49 25 - 48,875 Total 140,406 91,673 82,076 62,759 17,308 2,448 2,455 399,125 % of Total 35.2% 23.0% 20.6% 15.7% 4.3% 0.6% 0.6% 100.0%

Undrawn commitments (included in above) Corporate 5,665 23,176 23,150 10,299 1,569 208 50 64,117 Sovereign 963 364 12 80 43 - - 1,462 Bank 15 47 40 8 1 - - 111 Total 6,643 23,587 23,202 10,387 1,613 208 50 65,690

Average Exposure at Default Corporate 6.131 3.423 1.441 0.610 0.182 0.352 0.758 0.862 Sovereign 139.767 489.832 38.030 11.633 28.073 1.804 - 117.837 Bank 21.726 4.858 7.158 11.078 0.595 0.878 - 7.657

Exposure-weighted average Loss Given Default (%) Corporate 55.0% 56.9% 47.9% 39.8% 35.2% 45.2% 40.7% 47.6% Sovereign 6.1% 10.4% 39.6% 55.0% 48.2% 58.3% - 8.3% Bank 63.5% 61.8% 62.6% 67.5% 70.3% 52.3% - 62.8%

Exposure-weighted average risk weight (%) Corporate 19.3% 35.6% 55.2% 70.6% 89.2% 212.6% 141.8% 56.6% Sovereign 1.4% 2.9% 42.3% 122.0% 122.5% 323.9% - 5.4% Bank 21.3% 26.4% 64.6% 111.6% 187.5% 290.4% - 30.5%

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 9(d): Retail Exposure at Default subject to Advanced Internal Ratings Based (IRB) approach by risk grade

Sep 17 0.00% 0.11% 0.30% 0.51% 3.49% 10.09% <0.11% <0.30% <0.51% <3.49% <10.09% <100.0% Default Total $M $M $M $M $M $M $M $M Exposure at Default Residential Mortgage 68,361 96,848 59,982 126,225 8,394 4,381 2,478 366,669 Qualifying Revolving Retail - 11,785 2,833 4,825 1,723 724 165 22,055 Other Retail 1,066 5,443 2,339 23,182 6,773 2,155 993 41,951 Total 69,427 114,076 65,154 154,232 16,890 7,260 3,636 430,675 % of Total 16.1% 26.5% 15.1% 35.9% 3.9% 1.7% 0.8% 100.0%

Undrawn commitments (included in above) Residential Mortgage 15,073 7,153 2,655 9,102 37 23 1 34,044 Qualifying Revolving Retail - 9,239 2,097 2,194 671 82 36 14,319 Other Retail 814 3,466 1,543 3,134 566 86 6 9,615 Total 15,887 19,858 6,295 14,430 1,274 191 43 57,978

Average Exposure at Default Residential Mortgage 0.243 0.227 0.245 0.242 0.319 0.315 0.268 0.241 Qualifying Revolving Retail - 0.011 0.009 0.010 0.009 0.008 0.009 0.010 Other Retail 0.008 0.015 0.011 0.025 0.011 0.010 0.026 0.017

Exposure-weighted average Loss Given Default (%) Residential Mortgage 19.8% 18.6% 19.2% 20.9% 20.4% 20.0% 20.1% 19.8% Qualifying Revolving Retail - 73.2% 73.2% 73.2% 73.2% 73.2% 73.2% 73.2% Other Retail 57.2% 54.7% 74.4% 45.2% 64.0% 58.1% 50.1% 52.2%

Exposure-weighted average risk weight (%) Residential Mortgage 5.9% 11.8% 19.5% 40.2% 94.5% 128.3% 195.5% 26.3% Qualifying Revolving Retail - 5.2% 14.5% 39.8% 116.1% 210.4% 355.4% 32.0% Other Retail 31.3% 36.8% 55.9% 59.5% 111.9% 175.4% 239.5% 74.1%

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ANZ Basel III Pillar 3 Disclosure September 2017

Mar 17 0.00% 0.11% 0.30% 0.51% 3.49% 10.09% <0.11% <0.30% <0.51% <3.49% <10.09% <100.0% Default Total $M $M $M $M $M $M $M $M Exposure at Default Residential Mortgage 70,265 157,673 36,265 71,041 10,805 6,388 2,252 354,689 Qualifying Revolving Retail 11,810 - 2,666 4,753 2,008 861 175 22,273 Other Retail 1,188 5,507 2,345 23,099 6,854 2,212 921 42,126 Total 83,263 163,180 41,276 98,893 19,667 9,461 3,348 419,088 % of Total 19.9% 38.9% 9.8% 23.6% 4.7% 2.3% 0.8% 100.0%

Undrawn commitments (included in above) Residential Mortgage 6,940 17,932 1,035 7,097 193 186 1 33,384 Qualifying Revolving Retail 9,195 - 1,965 2,193 794 100 34 14,281 Other Retail 636 2,225 1,335 2,999 538 79 6 7,818 Total 16,771 20,157 4,335 12,289 1,525 365 41 55,483

Average Exposure at Default Residential Mortgage 0.246 0.226 0.217 0.251 0.279 0.282 0.247 0.236 Qualifying Revolving Retail 0.011 - 0.009 0.010 0.009 0.008 0.009 0.010 Other Retail 0.006 0.012 0.010 0.025 0.010 0.010 0.023 0.016

Exposure-weighted average Loss Given Default (%) Residential Mortgage 19.8% 19.2% 19.0% 21.8% 20.3% 20.0% 20.1% 19.9% Qualifying Revolving Retail 73.2% - 73.2% 73.2% 73.2% 73.2% 73.2% 73.2% Other Retail 57.7% 53.6% 74.2% 45.4% 63.7% 59.4% 50.9% 52.3%

Exposure-weighted average risk weight (%) Residential Mortgage 9.6% 11.7% 19.6% 39.0% 111.7% 147.4% 223.1% 24.3% Qualifying Revolving Retail 5.0% - 13.9% 39.0% 113.1% 207.7% 368.2% 33.7% Other Retail 29.9% 36.4% 55.9% 59.5% 110.6% 177.5% 226.8% 73.6%

Sep 16 0.00% 0.11% 0.30% 0.51% 3.49% 10.09% <0.11% <0.30% <0.51% <3.49% <10.09% <100.0% Default Total $M $M $M $M $M $M $M $M Exposure at Default Residential Mortgage 71,052 153,769 31,086 74,795 9,619 5,816 2,257 348,394 Qualifying Revolving Retail - 11,715 2,805 5,149 1,755 799 172 22,395 Other Retail 1,173 5,438 2,299 23,243 7,089 2,197 852 42,291 Total 72,225 170,922 36,190 103,187 18,463 8,812 3,281 413,080 % of Total 17.5% 41.4% 8.8% 25.0% 4.5% 2.1% 0.8% 100.0%

Undrawn commitments (included in above) Residential Mortgage 6,744 17,844 1,023 7,549 159 179 - 33,498 Qualifying Revolving Retail - 9,144 2,069 2,418 605 93 31 14,360 Other Retail 626 2,201 1,306 3,106 561 85 6 7,891 Total 7,370 29,189 4,398 13,073 1,325 357 37 55,749

Average Exposure at Default Residential Mortgage 0.242 0.224 0.209 0.253 0.270 0.278 0.249 0.234 Qualifying Revolving Retail - 0.011 0.009 0.010 0.009 0.008 0.009 0.010 Other Retail 0.006 0.012 0.010 0.025 0.011 0.011 0.020 0.016

Exposure-weighted average Loss Given Default (%) Residential Mortgage 19.8% 19.2% 18.8% 21.9% 20.4% 20.0% 20.3% 19.9% Qualifying Revolving Retail - 73.2% 73.2% 73.2% 73.2% 73.2% 73.2% 73.2% Other Retail 59.1% 54.4% 74.2% 46.7% 64.1% 60.0% 53.1% 53.1%

Exposure-weighted average risk weight (%) Residential Mortgage 9.8% 11.9% 18.2% 38.5% 112.9% 148.0% 223.8% 24.2% Qualifying Revolving Retail - 5.2% 14.3% 39.8% 112.6% 209.5% 366.6% 32.8% Other Retail 31.5% 37.3% 55.3% 60.0% 111.1% 178.5% 228.6% 74.2%

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 9(e): Actual Losses by portfolio type

Half year Sep 17 Individual provision Write-offs charge $M Basel Asset Class $M Corporate 75 178 Sovereign - - Bank 5 8 Residential Mortgage 42 20 Qualifying Revolving Retail 118 137 Other Retail 245 275 Total Advanced IRB 485 618 Specialised Lending (4) 2 Standardised approach 73 171 Total 554 791

Half year Mar 17 Individual provision Write-offs charge $M Basel Asset Class $M Corporate 289 314 Sovereign (1) 4 Bank 3 - Residential Mortgage 35 22 Qualifying Revolving Retail 104 141 Other Retail 239 270 Total Advanced IRB 669 751 Specialised Lending (3) 4 Standardised approach 121 147 Total 787 902

Half year Sep 16 Individual provision Write-offs charge $M Basel Asset Class $M Corporate 466 468 Sovereign 2 2 Bank - - Residential Mortgage 33 17 Qualifying Revolving Retail 104 141 Other Retail 251 275 Total Advanced IRB 856 903 Specialised Lending (1) 8 Standardised approach 192 155 Total 1,047 1,066

Factors impacting the loss experience

The individual credit impairment charge decreased $233 million over the half driven primarily by AIRB Corporate asset class due to lower new individual provisions and higher writeback and recoveries.

Write-offs decreased $111 million over the half driven by AIRB Corporate asset class reflecting the decrease in the number of large single names exposures being written-off.

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 9(f): Average estimated vs. actual PD, EAD and LGD – Advanced IRB

Sep 17 Average Average Average Estimated Average estimated to Estimated Average PD Actual PD actual EAD LGD Actual LGD Portfolio Type % % ratio % % Corporate 1.64 1.15 1.13 41.21 32.10 Sovereign 0.39 nil n/a n/a n/a Bank 0.67 0.11 0.82 46.00 58.30 Specialised Lending n/a 1.78 1.09 n/a 23.90 Residential Mortgage29 0.70 0.77 1.01 20.8 2.5 Qualifying Revolving Retail 2.54 1.91 1.05 73.2 72.6 Other Retail 3.89 3.58 1.05 51.6 41.8

APS 330 Table 9(f) compares internal credit risk estimates used in calculating regulatory capital with realised outcomes by portfolio types. It covers the PD, EAD and LGD estimates for the IRB portfolios. Estimated PD and LGD for Specialised Lending exposures have not been provided, since APRA requires the use of supervisory slotting for Regulatory EL calculations.

Actual PD, EAD ratio, Estimated LGD and Actual LGD for Sovereign exposures have not been provided, since there were no Sovereign defaults observed in ANZ Sovereign exposures for the observation period.

The estimated PD is based on the average of the internally estimated long-run PD’s for obligors that are not in default at the beginning of each financial year over the period of observation being 2009 to 2017. The actual PD is based on the number of defaulted obligors up to August 2017 compared to the total number of obligors measured.

The EAD ratio compares internally estimated EAD prior to default to realised EAD for defaulted obligors over the 8 years of observation being 2009 to August 2017. A ratio greater than 1.0 signifies that on average, the actual defaulted exposures are lower than the estimated exposures at the time of default.

The estimated LGD is the downturn LGD for accounts that defaulted at the beginning of each year during the observation period being 2009 to September 2015. The actual LGD is based on the average realised losses over the period for the accounts observed at the beginning and defaulted during the observation period. For non-retail portfolios, the estimated and actual LGDs are based on accounts that defaulted up to September 2015. Defaults occurring after September 2015 have been excluded from the analysis to allow sufficient time for workout period. Actual LGD for defaults where workouts were not finalised have been estimated to approximate the final actual loss.

For retail portfolios, the estimated and actual LGDs are based on accounts that defaulted in 2011 to 2015 financial years. For the retail portfolios, defaults with non-finalised workout have been excluded from the analysis.

In assessing the accuracy of the credit risk estimates, it should be noted that the period of analysis does not cover a full economic cycle.

29 A revised capital model was introduced in June 2017, which will impact Average Estimated PD rates for the Australian Residential Mortgages portolio. The current Average Estimated PD rate is based on the previous capital models, with the impacts of the revised model to gradually roll through in future periods.

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 10 Credit risk mitigation disclosures Main types of collateral taken by ANZ Collateral is used to mitigate credit risk, as the secondary source of repayment in case the counterparty cannot meet its contractual repayment obligations.30 Types of collateral typically taken by ANZ include:  Charges over residential, commercial, industrial or rural property.  Charges over business assets.  Charges over specific plant and equipment.  Charges over listed shares, bonds or securities.  Charges over cash deposits.  Guarantees and pledges. In some cases, such as where the customer risk profile is considered very sound or by the nature of the product, a transaction may not be supported by collateral.

Our credit policy, requirements and processes set out the acceptable types of collateral, as well as a process by which additional instruments and/or asset types can be considered for approval. ANZ’s credit risk modelling teams use historical internal loss data and other relevant external data to assist in determining the discount that each type would be expected to incur in a forced sale. The discounted value is used in the determination of the SI.

Policies and processes for collateral valuation and management

ANZ has well established policies, requirements and processes around collateral valuation and management, that are reviewed regularly. The concepts of legal enforceability, certainty and current valuation are central to collateral management.

In order to achieve legal enforceability and certainty, ANZ uses standard collateral instruments or has specific documentation drawn up by external legal advisers, and where applicable, security interests are registered. The use of collateral management systems also provides certainty that the collateral has been properly taken, registered and stored.

In order to rely on the valuation of collateral assets, ANZ has developed comprehensive rules around acceptable types of valuations (including who may value an asset), the frequency of revaluations and standard extension ratios for typical asset types. Upon receipt of a new valuation, the information is used to recalculate the SI (or to reassess the adequacy of the provision, in the case of an impaired asset), thereby ensuring that the exposure has an updated LGD attached to it for risk quantification purposes.

Guarantee support

Guarantee support for lending proposals is an integral component in transaction structuring for ANZ. The guarantee of a financially stronger party can help improve the PD of a transaction through its explicit support of the weaker rated borrower.

Guarantees that are recognised for risk rating purposes may be provided by parties that include associated entities, banks, sovereigns or individuals. Credit requirements provide threshold parameters to determine acceptable counterparties in achieving risk grade enhancement of the transaction.

The suitability of the guarantor is determined by risk rating that guarantor. Not all guarantees or guarantors are recognised for risk grade enhancement purposes.

Use of credit derivatives for risk mitigation

ANZ uses purchased credit derivatives to mitigate credit risk by lowering exposures to reference entities that generate high concentration risk exposures or to improve risk return performance. Only certain credit derivatives such as credit default swaps (CDS) are recognised for risk mitigation purposes in the determination of regulatory capital.

30 For some products, the collateral provided is fundamental to its structuring so is not strictly the secondary source of repayment. For example, lending secured by trade receivables is typically repaid by the collection of those receivables.

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ANZ Basel III Pillar 3 Disclosure September 2017

A CDS entails the payment by one party in exchange for credit default protection payment if a credit default event on a reference asset occurs. Standard, legally enforceable documentation applies. For regulatory capital purposes, ANZ only recognises protection using credit derivatives where they meet several policy and regulatory requirements around the strength of the protection offered such as being irrevocable.

A CDS may only be transacted with banks and non-bank financial institutions that have been credit assessed and approved by a designated specialist credit officer. All parties must meet minimum credit standards and be allocated a related credit limit. In the event that the creditworthiness of a credit protection provider falls below the minimum required to provide effective protection, the protection is no longer recognised as an effective risk mitigant for regulatory purposes.

The use of netting Netting is a form of credit risk mitigation in that it reduces EAD, by offsetting a customer’s positive and negative balances with ANZ. In order to apply on-balance sheet netting, the arrangement must be specifically documented with the customer and meet a number of legally enforceable requirements.

Netting is also used where the credit exposure arises from off-balance sheet market related transactions. For close-out netting to be utilised with counterparties, a legally enforceable eligible netting agreement in an acceptable jurisdiction must be in place. This means that each transaction is aggregated into a single net amount and transactions are netted to arrive at a single overall sum.

Transaction structuring to mitigate credit risk Besides collateral, guarantee support and derivatives described above, credit risk mitigation can also be furthered by prudent transaction structuring. For example, the risk in project finance lending can be mitigated by lending covenants, loan syndication and political risk insurance.

Concentrations of credit risk mitigation Taking collateral raises the possibility that ANZ may inadvertently increase its risk by becoming exposed to collateral concentrations. For example, in the same way that an over-exposure to a particular industry may mean that a bank is more sensitive to the fortunes of that industry, an over- exposure to a particular collateral asset type may make ANZ more sensitive to the performance of that asset type.

ANZ does not believe that it has any material concentrations of collateral types, given the well diversified nature of its portfolio and conservative asset extension ratios.

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 10(b): Credit risk mitigation on Standardised approach portfolios – collateral 31

Sep 17 Other Exposure at Eligible Financial Eligible

Default Collateral Collateral $M $M $M % Coverage Standardised approach Corporate 14,455 5,023 2,499 52.0% Residential Mortgage 2,448 - - 0.0% Other Retail 1,988 131 - 6.6% Total 18,891 5,154 2,499 40.5%

Mar 17 Other Exposure at Eligible Financial Eligible

Default Collateral Collateral $M $M $M % Coverage Standardised approach Corporate 16,866 4,403 2,787 42.6% Residential Mortgage 6,476 1 - 0.0% Other Retail 3,288 95 - 2.9% Total 26,630 4,499 2,787 27.4%

Sep 16 Other Exposure at Eligible Financial Eligible

Default Collateral Collateral $M $M $M % Coverage Standardised approach Corporate 21,254 4,382 2,544 32.6% Residential Mortgage 6,851 1 - 0.0% Other Retail 3,279 63 - 1.9% Total 31,384 4,446 2,544 22.3%

31 Eligible Collateral could include cash collateral (cash, certificates deposits and bank bills issued by the lending ADI), gold bullion and highly rated debt securities.

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 10(c): Credit risk mitigation – guarantees and credit derivatives

Sep 17 Exposures Exposures covered by Exposure at covered by Credit Default Guarantees Derivatives $M $M $M % Coverage Advanced IRB Corporate (incl. Specialised Lending) 267,580 6,824 887 2.9% Sovereign 131,473 4,479 - 3.4% Bank 44,540 15 - 0.0% Residential Mortgage 366,669 - - 0.0% Qualifying Revolving Retail 22,055 - - 0.0% Other Retail 41,951 - - 0.0% Total 874,268 11,318 887 1.4%

Standardised approach Corporate 14,455 168 - 1.2% Residential Mortgage 2,448 - - 0.0% Other Retail 1,988 - - 0.0% Total 18,891 168 - 0.9%

Qualifying Central Counterparties 9,919 - - 0.0%

Mar 17 Exposures Exposures covered by Exposure at covered by Credit Default Guarantees Derivatives $M $M $M % Coverage Advanced IRB Corporate (incl. Specialised Lending) 267,365 5,313 828 2.3% Sovereign 130,805 4,286 - 3.3% Bank 45,715 11 - 0.0% Residential Mortgage 354,689 - - 0.0% Qualifying Revolving Retail 22,273 - - 0.0% Other Retail 42,126 - - 0.0% Total 862,973 9,610 828 1.2%

Standardised approach

Corporate 16,866 245 - 1.5% Residential Mortgage 6,476 - - 0.0% Other Retail 3,288 - - 0.0% Total 26,630 245 - 0.9%

Qualifying Central Counterparties 9,756 - - 0.0%

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ANZ Basel III Pillar 3 Disclosure September 2017

Sep 16 Exposures Exposures covered by Exposure at covered by Credit Default Guarantees Derivatives $M $M $M % Coverage Advanced IRB Corporate (incl. Specialised Lending) 269,775 4,974 589 2.1% Sovereign 120,933 4,579 - 3.8% Bank 48,875 10 - 0.0% Residential Mortgage 348,394 - - 0.0% Qualifying Revolving Retail 22,395 - - 0.0% Other Retail 42,291 - - 0.0% Total 852,663 9,563 589 1.2%

Standardised approach Corporate 21,254 349 26 1.8% Residential Mortgage 6,851 - - 0.0% Other Retail 3,279 - - 0.0% Total 31,384 349 26 1.2%

Qualifying Central Counterparties 10,448 - - 0.0%

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ANZ Basel III Pillar 3 Disclosure September 2017

Table 11 General disclosures for derivatives and counterparty credit risk

Definition of Counterparty Credit Risk

Counterparty credit risk in derivative transactions arises from the risk of counterparty default before settlement date of derivative contracts and the counterparty is unable to fulfil present and future contractual payment obligations. The amount at risk may change over time as a function of the underlying market parameters up to the positive value of the contract in favour of ANZ.

Counterparty credit risk is present in market instruments (derivatives and forward contracts), and comprises:

 Settlement risk, which arises where one party makes payment or delivers value in the expectation but without certainty that the counterparty will perform the corresponding obligation in a bilateral contract at settlement date.

 Market replacement risk (pre-settlement risk), which is the risk that a counterparty will default during the life of a derivative contract and that a loss will be incurred in covering the position.

ANZ transacts market instruments with the following counterparties:

 End users – would typically use Over the Counter (OTC) derivative instruments provided by ANZ to manage price movement risk associated with their core business activity.

 Professional counterparties – ANZ may hedge price movement risks by entering into transactions with professional counterparties that conduct two way (buy and sell) business.

Counterparty credit risk requires a different method to calculate exposure at default because actual and potential market movements impact ANZ’s exposure or replacement cost over the life of derivative contracts. The markets covered by this treatment include the derivative activities associated with interest rate, foreign exchange, CDS, equity, commodity and repurchase agreement (repo) products.

Counterparty credit risk governance

ANZ’s counterparty credit risk management is governed by its credit principles, policies and procedures. The Markets Risk function is responsible for determining the counterparty credit risk exposure methodology applied to market instruments, in the framework for counterparty credit limit management, measurement and reporting.

The counterparty credit risk associated with derivative transactions is governed by credit limit setting consistent with all credit exposures to the ANZ Group. Counterparty credit limits are approved by the appropriate credit delegation holders.

Counterparty credit risk measurement and reporting

The approach to measure counterparty credit risk exposure is based on internal models. These measures are referred to as potential credit risk exposure (PCRE) and potential future exposure (PFE) and measure the maximum credit exposure of derivative transactions at future time points to ANZ. PFE is measured at the 97.5th percentile at future pre-described time points, and PCRE is a 97.5th percentile averaged over time points.

PCRE factors recognise that prices may change over the remaining period to maturity, and that risk decreases as the contract’s remaining term to maturity decreases. In general terms PCRE is calculated by applying a risk weighting or volatility factor to the face value of the notional principal of individual trades.

PFE simulates relevant risk factors in a portfolio by taking into account the relevant volatilities and correlations calibrated to historical market data.

PFE and PCRE models are also used by credit officers to establish credit limits on an uncommitted and unadvised basis, to ensure the potential volatility of the transaction value is recognised. Counterparty credit risk exposure is calculated six times per 24 hour day. Excesses above approved limits are reported daily to account controllers and Credit Officers for action.

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Credit valuation adjustment (CVA)

Over the life of a derivative instrument, ANZ uses a CVA model to adjust fair value to take into account the impact of counterparty credit quality. The methodology calculates the present value of expected losses over the life of the financial instrument as a function of PD, LGD, and expected credit risk exposure.

APRA requires banks to hold additional risk based capital to cover the risk of mark to market losses associated with deterioration in counterparty credit worthiness when entering into derivatives transactions. The effect is that banks are required to increase the amount of capital provisioned for deterioration in the counterparty credit worthiness when entering into a derivatives trade.

Wrong way risk

ANZ’s management of counterparty credit risk also considers the possibility of wrong way risk, which emerges when PD is adversely correlated with counterparty credit risk exposures.

Counterparty credit risk mitigation and credit enhancements

ANZ’s primary tools to mitigate counterparty credit risk include:

 A bilateral netting master agreement (e.g. an International Swaps and Derivatives Association – (ISDA) allowing close-out netting of exposures in a portfolio with offsetting contracts, with a single net payment with the same legal counterparty.

 Use of collateral agreements in some transactions based on standard market documentation (i.e. ISDA master agreement with credit support annex) that governs the amount of collateral required to be posted or received by ANZ throughout the life of the contract. Some agreements are linked to external credit ratings which means in the event of a party’s (ANZ or a counterparty) external rating being downgraded, it would likely be required to lodge collateral. The operation of collateral agreements falls under policy which establishes the control framework to ensure a robust and globally consistent approach to the management of collaterised exposures.

 Use of right to break clauses in master agreement or in trade confirmation to reduce term of long dated derivative trades.

 Independent limit setting, credit exposure control, monitoring and reporting of excesses against approved credit limits.

 Additional termination triggers (close out of exposure) such as credit rating downgrade clauses and change in ownership clauses included in documentation.

 Linking covenants and events of default in existing loan facility agreement to master agreement.

 Use of credit derivatives to hedge counterparty credit risk exposure.

 Settlement through Continuous Linked Settlement (CLS) to eliminate settlement risk for foreign exchange transactions with CLS members.

 Clearing certain derivative transactions through central counterparties (CCPs).

 Exchange of variation and initial margin for derivative transactions not cleared through CCP’s mandated by regulators subject to certain criteria.

In the event of a downgrading of ANZ’s rating by one notch from AA- to A+, as at 30 September 2017, ANZ would not be required to lodge additional collateral with its counterparties.

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Table 11(b): Counterparty credit risk – net derivative credit exposure

Net derivative credit exposure Sep 17 Mar 17 Sep 16 $M $M $M Gross positive fair value of contracts 62,518 63,882 87,496 Netting benefits (49,227) (50,335) (71,394) Netted current credit exposure 13,291 13,547 16,102 Collateral held (5,093) (3,861) (5,259) Net derivatives credit exposure 8,198 9,686 10,843

Counterparty credit risk exposure – by portfolio type

Sep 17 Mar 17 Sep 16 Portfolio Type $M $M $M Corporate 13,573 14,671 15,214 Sovereign 1,359 1,801 1,801 Bank 13,569 13,540 13,537 Qualifying Central Counterparties 9,916 9,756 10,120 Specialised Lending 505 625 969 Total exposures 38,922 40,393 41,641

Notional Value of Credit Derivative Hedges

Sep 17 Mar 17 Sep 16 Product Type $M $M $M Credit Default Swaps 731 729 737 Interest Rate Swaps - - - Currency Swaps - - - Other - - - Total exposures 731 729 737

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Table 11(c): Counterparty credit risk exposure – credit derivative transactions

Sep 17 Protection Protection Bought Sold Total $M $M $M Credit derivative products used for own credit portfolio Credit default swaps 6,138 5,672 11,810 Total notional value 6,138 5,672 11,810 Credit derivative products used for intermediation Credit default swaps 731 731 1,462 Total return swaps - - - Total notional value 731 731 1,462 Total credit derivative notional value 6,869 6,403 13,272

Mar 17 Protection Protection Bought Sold Total $M $M $M Credit derivative products used for own credit portfolio Credit default swaps 7,764 7,384 15,148 Total notional value 7,764 7,384 15,148 Credit derivative products used for intermediation Credit default swaps 729 729 1,458 Total return swaps - - - Total notional value 729 729 1,458 Total credit derivative notional value 8,493 8,113 16,606

Sep 16 Protection Protection Bought Sold Total $M $M $M Credit derivative products used for own credit portfolio Credit default swaps 8,397 7,796 16,193 Total notional value 8,397 7,796 16,193 Credit derivative products used for intermediation Credit default swaps 737 737 1,474 Total return swaps - - - Total notional value 737 737 1,474 Total credit derivative notional value 9,134 8,533 17,667

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Chapter 7 – Securitisation Table 12 Securitisation disclosures

Definition of securitisation and resecuritisation

A securitisation is a financial structure where the cash flow from a pool of assets is used to service obligations to at least two different tranches or classes of creditors, typically holders of debt securities, with each class or tranche reflecting a different degree of credit risk. This stratification of credit risk means that one class of creditors is entitled to receive payments from the pool before another class.32

A resecuritisation exposure is a securitisation exposure in which the risk associated with an underlying pool of exposures is tranched and at least one of the underlying exposures is a securitisation exposure.

Securitisations may be categorised as:

 Traditional securitisations, where legal ownership of the underlying asset pool is transferred to investors, with principal and interest paid from realisation of or regular cash flows from the assets. The Special Purpose Vehicle (SPV) assets are insulated from bankruptcy of the seller or servicer.

 Synthetic securitisations, where credit risk is transferred to a third party but legal ownership of the underlying assets remain with the originator e.g. by using credit derivatives or guarantees.

 Covered bond transactions, whereby bonds issued by ANZ are secured by assets held in a special purpose vehicle, are not securitisation exposures.

Securitisation Activities

ANZ’s key securitisation activities are:

 Securitisation of third-party originated assets, including residential mortgages, auto and equipment loans and trade receivables.

 Investment in securities – ANZ may purchase notes issued by securitisation programs.

 Securitisation of ANZ originated assets (including self securitisation) as a funding and liquidity management tool, which may or may not involve the transfer of credit risk i.e. may or may not provide regulatory capital relief.

 Provision of facilities and services to securitisations or resecuritisations (where the underlying assets may be ANZ or third-party originated) e.g. structuring and arranging services, providing funding and/or swaps to securitisation vehicles and (via ANZ Capel Court Limited) trust management services. Funding may be provided via an ANZ-sponsored securitisation vehicle which is consolidated onto the Bank’s financial statements, to certain clients wishing to access securitisation.

For any assets ANZ has securitised or for SPVs that ANZ sponsors, any role provided by ANZ or its subsidiaries is subject to market based terms and conditions, and ANZ’s normal approval and review processes. Further, any securitisation exposures retained by ANZ or its affiliated entities are subject to ANZ’s normal approval and review processes as well as satisfying the requirements under APS 120: Securitisation.

Governance of securitisation activities

Governance of securitisation activities is overseen by the Board and executive committees described in Chapter 3, and managed in accordance with the credit risk and market risk frameworks described in Chapters 6 and 8.

32 APRA’s definition of securitisation includes certain cases where only one tranche or class of creditors is serviced by the cash flow from the pool of assets.

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Risk Management

Similar to other exposures, securitisation exposures are subject to credit, market, operational liquidity and legal risks. Roles and responsibilities are clearly outlined in ANZ’s established risk management framework of policies and procedures, including:

 Appropriate risk management systems to identify, measure, monitor and manage the risks arising from its involvement in securitisation exposures;

 Impact of ANZ’s involvement in securitisation exposures on its risk profile; and

 How ANZ ensures that it does not provide any implicit support to its securitisation exposures.

Funding for third party originated exposures and investment in securities are via balance sheet funded arrangements where such arrangements satisfy ANZ’s credit, due diligence and other business requirements.

Many functions within ANZ are involved in securitisation activities given the range of activities undertaken and risks that need to be managed. For origination and structuring of securitisation transactions, ANZ has a specialist securitisation team with independent Risk personnel overseeing operations. Credit decisions require joint Risk and business approval. The securitisation team must be involved in all non-trading securitisation transactions across ANZ, which ensures consistent expert treatment. Where ANZ invests in instruments issued by securitisation programs, the relevant business area manages these exposures until the securitisation exposures are repaid in full or traded.

All facilities provided to our investments in securitisation programs (across both the banking and trading books) undergo initial and ongoing due diligence requirements as outlined by APRA. This due diligence is completed with input from the Risk function and includes analysing the structure of the transaction and monitoring performance of the underlying assets of the transaction. In addition, such securitisation exposures are formally reviewed at least annually, including the risk grade.

Risk reporting of securitisation exposures

In addition to the formal credit review process for ANZ’s securitisation exposures, the type and frequency of internal reporting to the appropriate Risk and management functions is as follows:

 Facilities provided to securitisation programs are reported using standard credit reporting systems, distinguished by appropriate product codes. The regular reporting frequency for most of these systems is monthly.

 Investments in securitisations are reported through the banking book or the trading book on a monthly basis.

The use and treatment of Credit Risk Mitigation (CRM) techniques with respect to securitisation exposures is assessed on a case-by-case basis in a manner consistent with the bank-wide CRM methodology33.

Regulatory capital approaches

For securitisation exposures held in ANZ’s banking book34, ANZ applies an IRB approach (as outlined in APS 120: Securitisation) to determine the regulatory capital charge.

Chapter 8 outlines regulatory capital treatment for securitisation exposures held in ANZ’s trading book. The operational requirements for the recognition of external credit assessments outlined in Attachment B to APS120 apply to these exposures.

33 For example, various types of analysis including quantitative analysis of credit enhancements are performed for non-externally rated transactions. Factors such as geography, facility/transaction type and ANZ’s role will determine the applicable CRM techniques to apply. 34 Exposures are classified into either the trading book or the banking book. In general terms, the trading book consists of positions in financial instruments and commodities held with trading intent or in order to hedge other elements of the trading book, and the banking book contains all other exposures. Banking book exposures are typically held to maturity, in contrast to the shorter term, trading nature of the trading book.

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In accordance with APS 120: Securitisation, ANZ has a hierarchy of approaches available to quantify the credit risk of banking book securitisation exposures. The most common approaches used are the Ratings Based Approach (specifically utilising the external ratings of External Credit Assessment Institutions (ECAIs)) and the Internal Assessment Approach (IAA). Other approaches that may be used are Supervisory Formula Approach (SFA) and Eligible Facility Approach.

Where the use of ECAIs is relevant, ANZ applies the ratings or the rating methodologies provided by Standard & Poor’s, Moody’s Investor Services and/or Fitch Ratings as appropriate.

IAA is applied to securitisation exposures that are not externally rated where the underlying assets are residential mortgages, equipment finance, auto loans or trade receivables. When utilising the IAA, ANZ uses a rating agency-type methodology which specifies certain stress factors, takes into account historical performance of assets and other (asset-specific) considerations such as underwriting standards.

IAA methodology is applied and maintained in accordance with APRA’s requirements and it forms part of ANZ’s overall securitisation risk-grading framework. In addition to adopting IAA for regulatory and economic capital requirements, IAA may be used for internal management purposes.

From 1 January 2018, there will be a change to the applicable rating approaches as a result of APRA’s revised APS 120: Securitisation, scheduled to come into effect on this date.

Accounting policies

The principal accounting policies governing ANZ’s securitisation activities are outlined in ANZ’s 2017 Annual Report, Notes to the Financial Statements. These include the valuation, derecognition, consolidation and income recognition principles outlined in the accounting policies and key judgements and estimates in each relevant note. ANZ applies these group accounting policies to its securitisation activities, as appropriate and these policies have not changed since the prior year. Note 26 – Structured Entities and Note 27 – Transfers of Financial Assets also provides details about the nature of ANZ’s securitisation activities and certain accounting policies and key judgements and estimates as they specifically apply to these activities.

Financial instruments held or issued by structured entities are recognised and valued using the principles of AASB 139 Financial Instruments: Recognition and Measurement. For synthetic securitisations, any transferred credit exposure is recognised through the fair value measurement of the segregated embedded or stand-alone credit derivative established within the structure.

To the extent that ANZ has exposures intended to be securitised, they could reside in either the banking or trading book.

To the extent that ANZ has entered into contractual arrangements that could require it to provide financial support for securitised assets e.g. liquidity facilities, these are recognised in accordance with the accounting policies set out in ANZ’s 2017 Annual Report.

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Banking Book

Table 12(g): Banking Book: Traditional and synthetic securitisation exposures

Sep 17 Traditional securitisations ANZ Originated ANZ Self Securitised ANZ Sponsored Underlying asset $M $M $M Residential mortgage 1,528 71,011 - Credit cards and other personal loans - - - Auto and equipment finance - - - Commercial loans - - - Other - - - Total 1,528 71,011 -

Synthetic securitisations ANZ Originated ANZ Self Securitised ANZ Sponsored Underlying asset $M $M $M Residential mortgage - - - Credit cards and other personal loans - - - Auto and equipment finance - - - Commercial loans - - - Other - - - Total - - -

Aggregate of traditional and synthetic securitisations ANZ Originated ANZ Self Securitised ANZ Sponsored Underlying asset $M $M $M Residential mortgage 1,528 71,011 - Credit cards and other personal loans - - - Auto and equipment finance - - - Commercial loans - - - Other - - - Total 1,528 71,011 -

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Mar 17 Traditional securitisations ANZ Originated ANZ Self Securitised ANZ Sponsored Underlying asset $M $M $M Residential mortgage 1,750 81,224 - Credit cards and other personal loans - - - Auto and equipment finance - - - Commercial loans - - - Other - - - Total 1,750 81,224 -

Synthetic securitisations ANZ Originated ANZ Self Securitised ANZ Sponsored Underlying asset $M $M $M Residential mortgage - - - Credit cards and other personal loans - - - Auto and equipment finance - - - Commercial loans - - - Other - - - Total - - -

Aggregate of traditional and synthetic securitisations ANZ Originated ANZ Self Securitised ANZ Sponsored Underlying asset $M $M $M Residential mortgage 1,750 81,224 - Credit cards and other personal loans - - - Auto and equipment finance - - - Commercial loans - - - Other - - - Total 1,750 81,224 -

Sep 16 Traditional securitisations ANZ Originated ANZ Self Securitised ANZ Sponsored Underlying asset $M $M $M Residential mortgage - 80,478 - Credit cards and other personal loans - - - Auto and equipment finance - - - Commercial loans - - - Other - - - Total - 80,478 -

Synthetic securitisations ANZ Originated ANZ Self Securitised ANZ Sponsored Underlying asset $M $M $M Residential mortgage - - - Credit cards and other personal loans - - - Auto and equipment finance - - - Commercial loans - - - Other - - - Total - - -

Aggregate of traditional and synthetic securitisations ANZ Originated ANZ Self Securitised ANZ Sponsored Underlying asset $M $M $M Residential mortgage - 80,478 - Credit cards and other personal loans - - - Auto and equipment finance - - - Commercial loans - - - Other - - - Total - 80,478 -

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Table 12(h): Banking Book: Impaired and Past due loans relating to ANZ originated securitisations

Sep 17 Losses recognised ANZ Self for the six month ANZ Originated Securitised Impaired Past due ended Underlying asset $M $M $M $M $M Residential mortgage 1,528 71,011 - 67 - Credit cards and other personal loans - - - - - Auto and equipment finance - - - - - Commercial loans - - - - - Other - - - - - Total 1,528 71,011 - 67 -

Mar 17 Losses recognised ANZ Self for the six month ANZ Originated Securitised Impaired Past due ended Underlying asset $M $M $M $M $M Residential mortgage 1,750 81,224 - 57 - Credit cards and other personal loans - - - - - Auto and equipment finance - - - - - Commercial loans - - - - - Other - - - - - Total 1,750 81,224 - 57 -

Sep 16 Losses recognised ANZ Self for the six month ANZ Originated Securitised Impaired Past due ended Underlying asset $M $M $M $M $M Residential mortgage - 80,478 - 44 - Credit cards and other personal loans - - - - - Auto and equipment finance - - - - - Commercial loans - - - - - Other - - - - - Total - 80,478 - 44 -

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Table 12(i): Banking Book: Total amount of outstanding exposures intended to be securitised

No assets from ANZ's Banking Book were intended to be securitised as at the reporting date.

Table 12(j): Banking Book: Securitisation - Summary of current period’s activity by underlying asset type and facility35

Sep 17 Original value securitised

Recognised ANZ ANZ Self ANZ gain or loss Originated Securitised Sponsored on sale Securitisation activity by underlying asset type $M $M $M $M Residential mortgage (222) (10,213) - - Credit cards and other personal loans - - - - Auto and equipment finance - - - - Commercial loans - - - - Other - - - - Total (222) (10,213) - -

Notional amount Securitisation activity by facility provided $M Liquidity facilities - Funding facilities 815 Underwriting facilities - Lending facilities - Credit enhancements - Holdings of securities (excluding trading book) (635) Other 4 Total 184

Mar 17 Original value securitised

Recognised ANZ ANZ Self ANZ gain or loss Originated Securitised Sponsored on sale Securitisation activity by underlying asset type $M $M $M $M Residential mortgage 1,750 746 - - Credit cards and other personal loans - - - - Auto and equipment finance - - - - Commercial loans - - - - Other - - - - Total 1,750 746 - -

Notional amount Securitisation activity by facility provided $M Liquidity facilities 18 Funding facilities 220 Underwriting facilities - Lending facilities - Credit enhancements - Holdings of securities (excluding trading book) (772) Other 80 Total (454)

35 Activity represents net movement in outstandings.

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Sep 16 Original value securitised Recognised ANZ ANZ Self ANZ gain or loss Originated Securitised Sponsored on sale Securitisation activity by underlying asset type $M $M $M $M Residential mortgage - 672 - - Credit cards and other personal loans - - - - Auto and equipment finance - - - - Commercial loans - - - - Other - - - - Total - 672 - -

Notional amount Securitisation activity by facility provided $M Liquidity facilities - Funding facilities 317 Underwriting facilities - Lending facilities - Credit enhancements - Holdings of securities (excluding trading book) (934) Other 11 Total (606)

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Table 12(k): Banking Book: Securitisation - Regulatory credit exposures by exposure type

Sep 17 Mar 17 Sep 16 Securitisation exposure type - On balance sheet $M $M $M Liquidity facilities 21 23 5 Funding facilities 7,004 7,023 6,791 Underwriting facilities - - - Lending facilities - - - Credit enhancements - - - Holdings of securities (excluding trading book) 2,569 3,204 3,975 Protection provided - - - Other 151 182 152 Total 9,745 10,432 10,923

Sep 17 Mar 17 Sep 16 Securitisation exposure type - Off balance sheet $M $M $M Liquidity facilities 51 57 61 Funding facilities - - - Underwriting facilities - - - Lending facilities - - - Credit enhancements - - - Holdings of securities (excluding trading book) - - - Protection provided - - - Other - - - Total 51 57 61

Sep 17 Mar-17 Sep 16 Total Securitisation exposure type $M $M $M Liquidity facilities 72 80 66 Funding facilities 7,004 7,023 6,791 Underwriting facilities - - - Lending facilities - - - Credit enhancements - - - Holdings of securities (excluding trading book) 2,569 3,204 3,975 Protection provided - - - Other 151 182 152 Total 9,796 10,489 10,984

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Table 12(l) part (i): Banking Book: Securitisation - Regulatory credit exposures by risk weight band

Sep 17 Mar 17 Sep 16 Regulatory Risk Regulatory Risk Regulatory Risk credit weighted credit weighted credit weighted Securitisation exposure assets exposure assets exposure assets risk weights $M $M $M $M $M $M ≤ 25% 9,709 1,012 10,395 1,093 10,873 1,113 >25 ≤ 35% ------>35 ≤ 50% ------>50 ≤ 75% 36 20 37 21 50 29 >75 ≤ 100% 51 51 57 57 61 61 >100 ≤ 650% ------1250% (Deduction) ------Total 9,796 1,083 10,489 1,171 10,984 1,203

Sep 17 Mar 17 Sep 16 Regulatory Risk Regulatory Risk Regulatory Risk credit weighted credit weighted credit weighted Resecuritisation exposure assets exposure assets exposure assets risk weights $M $M $M $M $M $M ≤ 25% ------>25 ≤ 35% ------>35 ≤ 50% ------>50 ≤ 75% ------>75 ≤ 100% ------>100 ≤ 650% ------1250% (Deduction) ------Total ------

Sep 17 Mar 17 Sep 16 Regulatory Risk Regulatory Risk Regulatory Risk credit weighted credit weighted credit weighted Total Securitisation exposure assets exposure assets exposure assets risk weights $M $M $M $M $M $M ≤ 25% 9,709 1,012 10,395 1,093 10,873 1,113 >25 ≤ 35% ------>35 ≤ 50% ------>50 ≤ 75% 36 20 37 21 50 29 >75 ≤ 100% 51 51 57 57 61 61 >100 ≤ 650% ------1250% (Deduction) ------Total 9,796 1,083 10,489 1,171 10,984 1,203

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Table 12(l) part (ii): Banking Book: Securitisation - Aggregate securitisation exposures deducted from Capital

No longer required under Basel III; defaulted exposures are given a risk weight of 1250% and no longer deducted from Capital.

Table 12(m): Banking Book: Securitisations subject to early amortisation treatment

ANZ does not have any Securitisations subject to early amortisation treatment or using Standardised approach.

Table 12(n): Banking Book: Resecuritisation - Aggregate amount of resecuritisation exposures retained or purchased

ANZ does not have any retained or purchased Resecuritisation exposures.

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Trading Book

Table 12(o): Trading Book: Traditional and synthetic securitisation exposures

No assets from ANZ's Trading Book were securitised during the reporting period.

Table 12(p): Trading Book: Total amount of outstanding exposures intended to be securitised

No assets from ANZ's Trading Book were intended to be securitised as at the reporting date.

Table 12(q): Trading Book: Securitisation - Summary of current year's activity by underlying asset type and facility

No assets from ANZ's Trading Book were securitised during the reporting period.

Table 12(r): Trading Book: Traditional and synthetic securitisation exposures No assets from ANZ's Trading Book were securitised during the reporting period.

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Table 12(s): Trading Book: Securitisation – Regulatory credit exposures by exposure type

Sep 17 Mar 17 Sep 16 Securitisation exposure type - On balance sheet $M $M $M Liquidity facilities - - - Funding facilities - - - Underwriting facilities - - - Lending facilities - - - Credit enhancements - - - Holdings of securities 23 8 19 Protection provided - - - Other - - - Total 23 8 19

Sep 17 Mar 17 Sep 16 Securitisation exposure type - Off balance sheet $M $M $M Liquidity facilities - - - Funding facilities - - - Underwriting facilities - - - Lending facilities - - - Credit enhancements - - - Holdings of securities - - - Protection provided - - - Other - - - Total - - -

Sep 17 Mar 17 Sep 16 Total Securitisation exposure type $M $M $M Liquidity facilities - - - Funding facilities - - - Underwriting facilities - - - Lending facilities - - - Credit enhancements - - - Holdings of securities 23 8 19 Protection provided - - - Other - - - Total 23 8 19

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Table 12(t)(i) & Table 12(u)(i): Trading Book: Aggregate securitisation exposures subject to Internal Models Approach (IMA) and the associated Capital requirements

ANZ does not have any Securitisation exposures subject to Internal Models Approach.

Table 12(t)(ii) & Table 12(u)(ii): Trading Book: Aggregate securitisation exposures subject to APS 120 and the associated Capital requirements

ANZ does not have any aggregate Securitisation exposures subject to APS120 and the associated Capital requirements.

Table 12(u)(iii): Trading Book: Securitisation - Aggregate securitisation exposures deducted from Capital

ANZ does not have any Securitisation exposures deducted from Capital.

Table 12(v): Trading Book: Securitisations subject to early amortisation treatment

ANZ does not have any Securitisation exposures subject to early amortisation or using Standardised approach.

Table 12(w): Trading Book: Resecuritisation - Aggregate amount of resecuritisation exposures retained or purchased

ANZ does not have any retained or purchased Resecuritisation exposures.

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Chapter 8 – Market risk Table 13 Market risk – Standard approach

ANZ uses the standard model approach to measure market risk capital for specific risk36 (APRA does not currently permit Australian banks to use an internal model approach for this).

Table 13(b): Market risk – Standard approach 37

Sep 17 Mar 17 Sep 16 $M $M $M Interest rate risk 90 75 79 Equity position risk - - 1 Foreign exchange risk - - - Commodity risk - - 1 Total 90 75 81

Risk Weighted Assets equivalent 1,125 938 1,013

36 Specific risk is the risk that the value of a security will change due to issuer-specific factors. It applies to interest rate and equity positions related to a specific issuer. 37 RWA equivalent is the capital requirement multiplied by 12.5 in accordance with APS 110.

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Table 14 Market risk – Internal models approach

Definition and scope of market risk

Market Risk stems from ANZ’s trading and balance sheet activities and is the risk to ANZ’s earnings arising from changes in interest rates, foreign exchange rates, credit spreads, volatility, correlations or from fluctuations in bond, commodity or equity prices.

Market risk management of IRRBB is described in Chapter 11 and is excluded from this Chapter.

Regulatory approval to use the Internal Models Approach

ANZ has been approved by APRA to use the Internal Models Approach (IMA) under APS 116 Capital Adequacy: Market Risk for general market risk and under APS 117 Capital Adequacy: Interest Rate Risk in the Banking Book (Advanced ADIs) for interest rate risk in the banking book (IRRBB).

Governance of market risk

The Board Risk Committee supervision of market risk is supported by the Credit and Market Risk Committee (CMRC). CMRC is responsible for the oversight and control of credit, market, insurance and material financial risks across the ANZ Group and meets at least monthly.

The Market Risk function is a specialist risk management unit independent of the business that is responsible for:

 Designing and implementing policies and procedures to ensure market risk exposures are managed within the appetite and limit framework set by the Board.

 Measuring and monitoring market risk exposures, and approving counterparty and associated risks.

 The ongoing effectiveness and appropriateness of the risk management framework.

Traded Market Risk

Traded Market Risk is the risk of loss from changes in the value of financial instruments due to movements in price factors for both physical and derivative trading positions. Trading positions arise from transactions where ANZ acts as principal with customers, financial exchanges or inter-bank counterparties.

The Traded, Foreign Exchange and Commodity Market Risk Policy and accompanying procedures (together the “TFC Framework”) governs the management of traded market risk and its key components include:

 A clear definition of the trading book.

 A comprehensive set of requirements that promote the proactive identification and communication of risk.

 A robust Value at Risk (VaR) quantification approach supplemented by comprehensive stress testing.

 A comprehensive limit framework that controls all material market risks.

 An independent Market Risk function with specific responsibilities.

 Regular and effective reporting of market risk to executive management and the Board.

Non-Traded Market Risk

Non Traded Market Risk is the market risk associated with the management of non-traded interest rate risk, liquidity risk and foreign exchange exposures from the Group’s foreign currency capital and earnings.

Included in Non-Traded Market risk is Interest Rate Risk in the Banking Book (IRRBB). This is the risk of loss arising from adverse changes in the overall and relative level of interest rates for different tenors, differences in the actual versus expected net interest margin, and the potential valuation risk associated with embedded options in financial instruments and bank products.

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In quantifying risk, all material market risk factors need to be identified and reflected within the risk measurement approach. Non-traded market risk (or balance sheet risk) comprises the management of non-traded interest rate risk, liquidity risk, and foreign exchange exposures from the Group’s foreign currency capital and earnings.

ANZ has a detailed market risk management and control framework, to support its trading and balance sheet activities, which incorporates an independent risk measurement approach to quantify the magnitude of market risk within the trading and balance sheet portfolios. This approach, along with related analysis, identifies the range of possible outcomes that can be expected over a given period of time, and establishes the likelihood of those outcomes and allocates an appropriate amount of capital to support these activities.

Measurement of Traded Market Risk

ANZ’s traded market risk management framework incorporates a risk measurement approach to quantify the magnitude of market risk within trading books. This approach and related analysis identifies the range of possible outcomes that can be expected over a given period of time and establishes the relative likelihood of those outcomes.

ANZ’s key tools to measure and manage traded market risk on a daily basis are VaR, sensitivity measures and stress tests. VaR is calculated using a historical simulation with a 500 day observation period for standard VaR, and a one-year stressed period for stressed VaR. Traded VaR is calculated at a 99% confidence level for one and ten-day holding periods for standard VaR, and a ten-day holding period for stressed VaR. All material market risk factors and all trading portfolios are captured within the VaR model, with any exception documented.

ANZ also undertakes a wide range of stress tests on the Group trading portfolio and to individual trading portfolios. Standard stress tests are applied daily measuring the potential loss that could arise from the largest market movements observed since 2008 over specific holding periods. Holding periods used to calculate stress parameters differ and reflect the relative liquidity of each product type. Results from stress testing on plausible severe scenarios are also calculated daily.

VaR and stress tests are supplemented by loss limits and detailed control limits. Loss limits ensure that in the event of continued losses from a trading activity, the trading activity is stopped and senior management reviews before trading resumed. Where necessary, detailed control limits such as sensitivity or position limits are also in place to ensure appropriate control is exercised over a specific risk or product.

Comparison of VaR estimates to gains/losses

Back testing involves comparing VaR calculations with corresponding profit and loss to identify how often trading losses exceed the calculated VaR. For APRA back testing purposes, VaR is calculated at the 99% confidence interval with a one-day holding period.

Back testing is conducted daily, and outliers are analysed to determine whether they are the result of trading decisions, systemic changes in market conditions or issues related to the VaR model (historical data or model calibration).

ANZ uses actual and hypothetical profit and loss data. Hypothetical data is designed to remove the impacts of intraday trading and sales margins. It is calculated as the difference between the value of the prior day portfolio at prior day closing rates and the value at current day closing rates. Markets Finance calculates actual profit and loss while Market Risk calculates hypothetical profit and loss.

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Table 14(e): Value at Risk (VaR) and stressed VaR over the reporting period38

Six months ended 30 Sep 17 Mean Maximum Minimum Period end 99% 1 Day Value at Risk (VaR) $M $M $M $M Foreign Exchange 5.3 10.5 2.5 4.2 Interest Rate 11.7 17.0 8.4 12.8 Credit 3.8 5.4 2.6 4.4 Commodity 1.9 3.0 1.4 2.2 Equity 0.1 0.2 - -

Six months ended 31 Mar 17 Mean Maximum Minimum Period end 99% 1 Day Value at Risk (VaR) $M $M $M $M Foreign Exchange 4.8 9.2 2.6 7.9 Interest Rate 13.0 19.7 5.3 8.6 Credit 3.1 4.2 2.0 3.9 Commodity 2.2 3.9 1.5 3.1 Equity 0.3 0.5 0.2 0.2

Six months ended 30 Sep 16 Mean Maximum Minimum Period end 99% 1 Day Value at Risk (VaR) $M $M $M $M Foreign Exchange 4.8 8.6 2.2 4.0 Interest Rate 7.0 15.2 4.1 4.7 Credit 3.4 4.4 2.2 3.3 Commodity 1.8 2.8 1.4 2.5 Equity 0.1 0.6 0.1 0.5

Six months ended 30 Sep 17 Mean Maximum Minimum Period end 99% 10 Day Stressed VaR $M $M $M $M Foreign Exchange 40.9 81.1 18.4 37.2 Interest Rate 82.1 184.0 41.2 63.1 Credit 31.8 38.0 26.2 34.8 Commodity 7.0 14.9 4.2 8.5 Equity 1.8 2.1 - 0.3

Six months ended 31 Mar 17 Mean Maximum Minimum Period end 99% 10 Day Stressed VaR $M $M $M $M Foreign Exchange 27.8 71.2 7.8 53.8 Interest Rate 87.6 121.7 36.6 112.5 Credit 26.1 35.7 16.5 32.8 Commodity 8.2 13.1 3.8 7.7 Equity 2.5 3.5 1.9 2.0

Six months ended 30 Sep 16 Mean Maximum Minimum Period end 99% 10 Day Stressed VaR $M $M $M $M Foreign Exchange 31.7 53.0 13.0 27.1 Interest Rate 42.8 95.2 17.7 39.4 Credit 19.6 30.2 12.5 16.7 Commodity 8.4 16.4 5.5 8.6 Equity 1.8 3.9 0.9 3.5

38 The Foreign exchange VaR excludes foreign exchange translation exposures outside of the trading book.

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Reporting of Traded Market Risk

Market Risk reports daily VaR and stress testing results to senior management in Market Risk and the Markets business. Market Risk expediently escalates details of any limit breach to the appropriate discretion holder within Market Risk and to Group Risk, and reports to the CMRC each month.

Market Risk monitors and analyses back testing results daily and reports results to the CMRC quarterly.

Total traded market risks back testing exceptions were within the APS 116 green zone for the period.

Mitigation of market risk

The Market Risk team’s responsibilities, including the reporting and escalation processes described above, are fundamental to how market risk is managed. Market Risk has presence in all the major dealing operations centres in Australia, New Zealand, Asia, Europe and America.

Commodities risk

Commodity price risk arises as a result of movement in prices or the implied volatilities of various commodities. All direct commodity price exposures are managed in the trading book by the Markets business and monitored by Market Risk in accordance with the TFC framework.

Foreign exchange risk

Foreign exchange risk arises as a result of movements in values or the implied volatilities of exchange rates.

Exposures from ANZ’s normal operating business and trading activities are recorded in core multi- currency systems and managed within the trading book in accordance with the TFC framework.

Structural exposures from foreign investments and capital management activities are managed in accordance with policies approved by the Board Risk Committee, with the main objective of ensuring that ANZ’s capital ratio is largely protected from changes in foreign exchange. As at 30 September 2017, ANZ’s investment in ANZ Bank New Zealand Limited is the main source of the structural foreign exchange exposure.

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Chapter 9 – Operational risk Table 15 Operational risk

Definition of operational risk

Operational Risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. This definition includes legal risk, and the risk of reputation loss, or damage arising from inadequate or failed internal processes, people and systems, but excludes strategic risk.

ANZ has been authorised by APRA to use the advanced measurement approach (AMA) for calculation of operational risk capital requirements under APS 115 Capital Adequacy: Advanced Measurement Approaches to Operational Risk. This methodology applies across all of ANZ.

Operational risk governance and structure

The ANZ Board has delegated its powers to the Risk Committee to approve the ANZ Operational Risk Measurement and Management Framework which is in accordance with APS 115.

The Operational Risk Executive Committee (OREC) is the primary senior executive management forum responsible for oversight of ANZ’s Risk Profile. The purpose of OREC is to assist the Board Risk Committee in the effective discharge of its responsibilities for operational risk management and the management of the compliance obligations of ANZBGL and its controlled entities.

OREC’s role is to monitor the state of operational risk measurement and management and compliance management on an enterprise basis and instigate any necessary corrective actions.

Divisional Risk Committees and Business Unit Risk Forums manage and maintain oversight of operational risks supported by thresholds for escalation and monitoring. Day to day management of operational risk is the accountability of every employee. Business Units undertake operational risk activities as part of this accountability. This includes implementation of the operational risk framework and involvement in decision making processes concerning all material operational risk matters.

Three lines of Defence

ANZ operates a three lines of defence model for the management of Operational Risk. Each line of Defence has defined roles, responsibilities and escalation paths to support effective two way communication and management of operational risk at ANZ. There are also on-going review mechanisms in place to ensure the Operational Risk Measurement and Management Framework (ORMMF) and Compliance Framework continue to meet organisational needs and regulatory requirements.

The Business has first line of defence responsibility for managing operational risk including obligations to:

 take primary accountability for the identification, measurement and management of key risks and the related control environment;  undertake day-to-day management of risks;  promote a strong risk culture; manage risk exposure and make sustainable business decisions;  ensure operational risk information is up to date and reflective of the bank’s true operational risk position.

Operational Risk functions (Division and Group) form the second line of defence

Division Risk is accountable for:

 undertaking review and challenge of business activities and ensuring that the strategy is maintained across the division;  undertaking independent oversight of the application of the ORMMF;  coordinating, oversighting and reporting on material operational risks and change initiatives;  contributing to the identification of systemic issues and risk collation across the Division.

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Group Operational Risk is accountable for:

 developing and maintaining relevant policies and procedures to ensure continuing appropriateness of the Operational Risk Measurement and Management Framework (ORMMF) and to support its consistent execution;  setting and monitoring compliance with the Group Operational Risk, Risk Appetite Statements (RAS);  undertaking independent review and challenge of business activities and ensuring that the strategy is maintained across the enterprise;  leading the scenario analysis and operational risk capital calculation process;  being a central point of contact for regulators in regards to operational risk;  ensuring a strong risk management culture across the enterprise.

Internal Audit forms the third line of defence and is accountable for:

 providing independent and objective assurance to management and the ANZ Board regarding compliance with policy and regulatory requirements;  performing objective assessments across all geographies, divisions, lines of business and processes;  undertaking independent review of the adequacy of the ORMMF.

Collectively Internal Audit, Operational Risk functions, Divisions and Business Units are responsible for monitoring and reporting to Executive Management, the Board, Regulators and others on all matters related to the measurement and management of operational risk.

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Operational Risk Principles

ANZ has developed a comprehensive framework to manage operational risk and compliance which includes the following operational risk management principles:

Principle 1: ANZ recognises operational risk as a primary risk category and has an Risk Governance effective and embedded operational risk governance structure. This includes a dedicated and independent operational risk management function and an executive committee for oversight of operational risk across ANZ, supported by organisation wide policies, procedures and systems.

Principle 2: ANZ believes risk management is everyone’s responsibility and encourages a Risk Culture culture of prompt escalation of risk to staff sufficiently senior to drive resolution. This culture is supported by clearly articulated roles and responsibilities to ensure effective measurement and management of operational risk.

Principle 3: ANZ’s Board is responsible for the overall operational risk profile and Risk Appetite and accordingly has an approved operational risk appetite, including thresholds for Objective Setting risk assessment and reporting that determines the risk boundaries within which the business must operate to set its strategy.

Principle 4: ANZ periodically identifies and assesses its exposure to key operational risk Risk and Control within all existing and new products, processes, projects and systems, and Assessment assesses the key controls in place to manage these risks.

Principle 5: ANZ incorporates analysis of loss, incident and control failure into improving Loss and Incident the underlying control environment by defining clearly articulated risk Management response strategies. This includes effective contingency and business continuity plans that enable it to operate on an ongoing basis and limit losses in the event of severe business disruption.

Principle 6: ANZ holds capital commensurate with its operational risk, and maintains Capital Calculation comprehensive and well documented operational risk capital processes for calculating its operational risk capital, including monitoring for material changes to capital exposure.

Principle 7: ANZ maintains a comprehensive and sustainable approach for monitoring and Risk Monitoring and reporting relevant operational risk data, and monitors material changes to Reporting operational risk exposure, including Key Risk Indicators (KRIs), to support the proactive management of operational risk across the Group.

Principle 8: ANZ has appropriate review processes to continuously evaluate the Assurance and effectiveness and relevance of its operational risk measurement and Continuous management processes to meet organisational needs and regulatory Improvement requirements.

Principle 9: ANZ ensures effective integration of day to day operational risk management Risk Based Decision with outputs from the operational risk measurement processes, to support Making risk based decision making.

ANZ’s operational risk framework is delivered through:

 Level 1 ANZ Board Operational Risk Policy (the Principles) – approved by the Board Risk Committee, it sets out the operational risk principles for governing the overall measurement and management of operational risk across ANZ.

 Level 2 Global Operational Risk Measurement and Management Policy (the Policy) – approved by the Board Risk Committee, outlines the core standards, roles and responsibilities and minimum requirements for the way in which operational risk is measured and managed, in line with Level 1 ANZ Board Operational Risk Policy and APS 115.

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 Level 2A Global Operational Risk Procedures – owned by Group Operational Risk, they detail the processes that support the consistent application of Level 1 and Level 2 Global Operational Risk Policies across ANZ. The procedures are further augmented by tools, templates, systems and on- going training.

Operational risk management

The objective of operational risk management is to ensure that risks are identified, assessed, measured, evaluated, treated, monitored and reported in a structured environment with appropriate governance and oversight. ANZ does not expect to eliminate all risks. Rather it seeks to ensure that its residual risk exposure is managed as low as reasonably practical based on a sound risk/reward analysis in the context of an international financial institution.

Risk and controls are managed as part of business as usual right across the organisation. Risk management, supported by a strong Risk Culture, ensures all staff are thinking about and managing risk on a daily basis – “Risk is Everyone’s Responsibility”. However, Senior Management needs visibility of key risks. These are the risks that if they materialised, would adversely affect the achievement of business objectives, ANZ’s reputation, legal and regulatory compliance or impact key processes.

Day-to-day management of operational risk is the responsibility of business unit line management and staff. This includes:

 primary accountability for the understanding of key risks and the related control environment;  analysis of identified risks, including assessment of inherent and residual risks. This requires analysis of the potential consequences of failing to deal with the risks, the likelihood of the risks being realised and the effectiveness of the key controls in place to prevent or mitigate the risk;  evaluation of the risk to determine whether it is within Board approved risk appetite tolerances;  identification and implementation of risk treatment options to improve the environment of key risks that are outside appetite;  ensuring operational risk information is up to date and reflective of the true operational risk position;  monitoring and reviewing of treatment plans, operational risks and controls, including testing of key controls and reporting on the current operational risk profile;  promoting a strong risk culture of managing risk exposure and making sustainable risk decisions.

Operational risk mitigation

In line with industry practice, ANZ obtains insurance to cover those operational risks where cost- effective premiums can be obtained. In conducting their business, Business Units are advised to act as if uninsured and not to use insurance as a guaranteed mitigants for operational risk.

ANZ has business continuity, recovery and crisis management plans. The intention of the business continuity and recovery plans is to ensure critical business functions can be maintained, or restored in a timely fashion, in the event of material disruptions arising from internal or external events.

Crisis management planning at Group and country levels supplement business continuity plans in the event of a broader group or country crisis. Crisis management plans include crisis team structures, roles, responsibilities and contact lists, and are subject to testing.

Operational Risk Reporting

ANZ’s operational risk management framework includes Compliance and Operational Risk (COR) platform, a global, web-based Risk, Compliance and IT Governance tool that provides ANZ an enterprise solution for operational risk management. It is the source of truth and provides greater transparency and integrity of Risk, Controls, Obligations and Events information across ANZ.

ANZ’s advanced measurement approach

ANZ has been authorised by APRA to use the advanced measurement approach (AMA) for calculation of operational risk capital requirements under APS 115. This methodology applies across all of ANZ.

Group Operational Risk is responsible for maintaining ANZ’s AMA for the measurement and allocation of operational risk capital.

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Operational risk capital is held to protect depositors and shareholders of the bank from rare and severe unexpected losses. In order to quantify the overall operational risk profile, ANZ maintains and calculates operational risk capital (including regulatory and economic capital), on at least a six monthly basis. The capital model uses the following data as inputs:

 historical internal losses captured and reported in the bank wide Compliance and Operational Risk platform;  relevant external losses, sourced from the Operational Risk Data Exchange (ORX), an industry data base comprising the anonymised loss data from over 60 member banks;  scenario analysis - unexpected potential loss estimates for severe but plausible risk events which are calculated using exposure models developed using business data and inputs from subject matter experts.

Operational risk modelling is performed by a specialist central function. The data inputs are combined using loss distribution approach and calculated using Monte Carlo simulations.

Once calculated, the capital is allocated to divisions based on the historic loss experience and exposure to scenarios. Understanding the divisional exposure to scenarios (and their underlying risk drivers) allows lines of business to consider capital impacts when making decisions. Accordingly, capital allocations are structured to encourage businesses to effectively manage their operational risk exposures e.g. improve controls, reduce losses etc.

Operational risk regulatory capital to meet the regulatory capital soundness standard is based on a 99.9% confidence interval in accordance with APS 115. Economic Capital is based on 99.97% confidence interval.

Compliance

ANZ’s Compliance Function is responsible for the development and maintenance of ANZ’s Compliance Framework. Each division and business is responsible for embedding the Framework into its business operations, identifying all regulatory compliance obligations and escalating and managing incidents when they occur.

Definition of compliance

Compliance Risk is defined as the probability and impact of an event that results in a failure to act in accordance with laws, regulations, industry standards and codes, internal policies and procedures and principles of good governance as applicable to ANZ’s businesses.

Compliance Governance and structure

Board Risk Committee and OREC.

ANZ’s Compliance Function is accountable for designing a program that enables ANZ to meet its regulatory obligations and satisfy itself that appropriate standards of good governance are met. It has also been tasked to provide assurance to the Board that material compliance risks are identified, assessed and appropriately managed by the business.

The consequences of Compliance failure may include significant legal or regulatory sanctions, material financial loss (fines, civil penalties, damages) diminished reputation or restrictions on the ability of ANZ to do business.

In order for the Business to be able to identify and manage Compliance Risk, they must be able to identify their Regulatory Obligations and their impacted business activities, and maintain and monitor key controls. The Compliance Framework requires ANZ across the three lines of defence to maintain appropriate governance and oversight of compliance controls and maintain a robust compliance culture.

Group Compliance is accountable for designing a compliance program that allows ANZ to meet its regulatory obligations. It also provides assurance to the Board that material risks are identified, assessed and managed by the business.

Divisional Compliance is accountable for:

 Providing advice and assisting the Business in developing compliance-related controls;  Developing, delivering, and overseeing training on compliance;  Identifying and analysing regulatory change and assisting the Business to respond effectively;

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 Surveillance and monitoring of conduct;  Establishing and implementing the strategy for engagement of our key regulators; and  Advising on compliance incidents and assisting in their remediation;  Developing, delivering, and overseeing the testing of key compliance controls;  Assisting Country Management in complying with local compliance requirements.

ANZ’s Compliance Framework is aligned to key industry and global standards and benchmarks. It utilises the concept of a 'risk-based' approach to manage compliance. This allows the Compliance function to support divisions and businesses by taking a standardised approach to compliance management tasks. This enables ANZ to be consistent in proactively identifying, assessing, managing, reporting and escalating compliance-related risk exposures, while respecting the specific obligations of each jurisdiction in which we operate.

Key features of ANZ’s Compliance Framework  Centralised management of key obligations via a Global Obligations Library, enabling ANZ’s change management capability in relation to new and revised obligations.  An emphasis on the identification of changing regulations and the business environment, to enable proactive assessment of emerging compliance risks.  A requirement that businesses develop risk-based plans, integrating obligation, risk assessment, incident management and control assessment data.  A requirement that businesses regularly consider options and strategies to monitor and provide compliance assurance by focusing on key controls. This means that controls managing key risks are subject to more stringent monitoring and testing.  Recognition of incident management as a separate element to enhance ANZ’s ability to identify, manage and report on incidents/breaches in a timely manner.  Robust reporting and certification processes, facilitating the provision of insightful reporting on the “health” of compliance.  Collaboration with Internal Audit to reinforce prime accountabilities and assess operational effectiveness of the Compliance Framework.

ANZ’s compliance principles

The following Principles, approved by ANZ’s Board set out ANZ’s commitment to compliance:

 Doing the right thing the right way - ANZ will operate to high ethical standards by promoting a culture where our people understand the importance of doing the right thing the right way and will reinforce this through its values, Code of Conduct and training programs.  Group-wide approach for compliance - ANZ will adopt an enterprise-wide approach for managing compliance and ensure consistent standards are embedded in how we do business, how we conduct ourselves and the design and operation of our processes, systems and products.  Clearly defined authority and accountability - ANZ will clearly define authority and accountability for compliance management and associated decision-making across its business operations and will commit adequate resources to enable its businesses to operate in a compliant manner.  Independent compliance function – ANZ will have an independent compliance function responsible for governance, management, oversight and reporting of compliance with ANZ’s key compliance obligations.  No tolerance for deliberate non-compliance – Managing ANZ’s business to our global compliance standards and the laws of the countries in which we operate is non-negotiable. ANZ will not tolerate deliberate or negligent non-compliance. Consequences could result in severe disciplinary action such as dismissal.  Adequate risk and control environment and prompt response to deficiencies – ANZ will ensure implementation of a generally acceptable risk and control environment for managing compliance which is within our risk appetite settings. When compliance incidents are identified, ANZ will act promptly to implement meaningful corrective action.

ANZ's Compliance Framework is aligned to key industry and global standards and benchmarks. It utilises the concept of a 'risk-based' approach to manage compliance.

 Allows the Compliance Function to support divisions and businesses by taking a simple and standardised approach to compliance management tasks.  Enables ANZ to be consistent in proactively identifying, assessing, managing, reporting and escalating compliance related risk exposures.

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Chapter 10 – Equities Table 16 Equities – Disclosures for banking book positions

Definition and categorisation of equity investments held in the banking book

Equity risk is the risk of financial loss arising from the unexpected reduction in value of equity investments not held in the trading book including those of the Group’s associates. ANZ’s equity exposures in the banking book are primarily categorised as follows:

 Equity investments that are taken for strategic reasons - These transactions represent strategic business initiatives and include ANZ’s investments in partnership arrangements with financial institutions in Asia. These investments are undertaken after extensive analysis and due diligence by Group Strategy, internal specialists and external advisors, where appropriate. Board approval is required prior to committing to any investments over delegated authorities, and all regulatory notification requirements are met. Performance of these investments is monitored by both the owning business unit and Group Strategy to ensure that it is within expectations and the values of the investments are tested at least six monthly for impairment.  Equity investments made as the result of a work out of a problem exposure - From time to time, ANZ will take an equity stake in a customer as part of a work out arrangement for problem exposures. These investments are made only where there is no other viable option available and form an immaterial part of ANZ’s equity exposures.

Valuation of and accounting for equity investments in the banking book

In line with Group Accounting Policy the accounting treatment of equity investments depends on whether ANZ has significant influence over the investee.

Investments in associates

Where significant influence exists, the investment is classified as an Investment in Associate in the financial statements. ANZ adopts the equity method of accounting for associates. ANZ’s share of the results of associates is included in the consolidated income statement. The associate investments are recognised at cost plus ANZ’s share of post-acquisition net assets. Interests in associates are reviewed bi-annually for impairment, using either market value, or a discounted cash flow methodology to assess value in-use. As at 30 September 2017 the carrying value of these investments were supported by value in use calculations.

Available-for-Sale Investments

Where ANZ does not have significant influence over the investee, the investment is classified as Available-for-Sale (AFS). The investment is initially recognised at fair value plus transaction costs. Changes in the fair value of the investments are recognised in an equity reserve with any impairment recognised in the income statement. When the asset is sold the cumulative gain or loss relating to the asset held in the AFS revaluation reserve is transferred to the income statement.

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Table 16(b) and 16(c): Equities – Types and nature of Banking Book investments

Sep 17 Equity investments $M Balance sheet value Fair value Value of listed (publicly traded) equities 2,900 2,633 Value of unlisted (privately held) equities 1,953 1,953 Total 4,853 4,586

Mar 17 Equity investments $M Balance sheet value Fair value Value of listed (publicly traded) equities 2,839 2,500 Value of unlisted (privately held) equities 1,918 1,918 Total 4,757 4,418

Sep 16 Equity investments $M Balance sheet value Fair value Value of listed (publicly traded) equities 2,990 2,503 Value of unlisted (privately held) equities 2,131 2,131 Total 5,121 4,634

Table 16(d) and 16(e): Equities – gains (losses)

Half Year Half Year Half Year

Sep 17 Mar 17 Sep 16 Realised gains (losses) on equity investments $M $M $M Cumulative realised gains (losses) from disposals (2) - - and liquidations in the reporting period Cumulative realised losses from impairment and - (1) - writedowns in the reporting period

Total (2) (1) -

Half Year Half Year Half Year

Sep 17 Mar 17 Sep 16 Unrealised gains (losses) on equity investments $M $M $M Total unrealised gains (losses) 21 (145) (84) Total unrealised gains (losses) included in Common 21 (145) (84) Equity Tier 1, Tier 1 and/or Tier 2 capital

Table 16(f): Equities Risk Weighted Assets

From 1 January 2013 all banking book equity exposures are deducted from Common Equity Tier 1 capital.

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Chapter 11 – Interest Rate Risk in the Banking Book Table 17 Interest Rate Risk in the Banking Book

Definition of Interest Rate Risk in the Banking Book (IRRBB)

Interest rate risk in the banking book (IRRBB) relates to the potential adverse impact of changes in market interest rates on ANZ’s future net interest income. The risk generally arises from:

 Repricing and yield curve risk - the risk to earnings or market value as a result of changes in the overall level of interest rates and/or the relativity of these rates across the yield curve.

 Basis risk - the risk to earnings or market value arising from volatility in the interest margin applicable to banking book items.

 Optionality risk – the risk to earnings or market value arising from the existence of stand-alone or embedded options in banking book items.

Regulatory capital approach

ANZ has received approval from APRA to use the IMA for the calculation of regulatory capital for IRRBB, under APS 117 Capital Adequacy: Interest Rate Risk in the Banking Book (Advanced ADIs).

Governance

The Board Risk Committee has established a risk appetite for IRRBB and delegated authority to the Group Asset and Liability Committee (GALCO) to manage the strategic position (capital investment term) and oversee the interest rate risk arising from the repricing of asset and liabilities (mismatch risk) in the banking book. GALCO has delegated the management of this mismatch risk to the Markets business.

Market Risk is the independent function responsible for:

 Designing and implementing policies and procedures to ensure that IRRBB exposure is managed within the limit framework set by the Board Risk Committee.

 Monitoring and measuring IRRBB market risk exposure, compliance with limits and policies.

 Ensuring ongoing effectiveness and appropriateness of the risk management framework.

Risk Management framework

IRRBB is managed under a comprehensive measurement and reporting framework, supported by an independent Market Risk function. Key components of the framework include:

 A comprehensive set of policies that promote proactive risk identification and communication.

 Funds Transfer Pricing framework to transfer interest rate risk from business units so it can be managed by the Markets business and monitored by Market Risk.

 Quantifying the magnitude of risks and controlling the potential impact that changes in market interest rates can have on the net interest income and balance sheet fair value of ANZ.

 Regular and effective reporting of IRRBB to executive management and the Board.

Measurement of interest rate risk in the banking book

ANZ uses the following principal techniques to quantify and monitor IRRBB:

 Interest Rate Sensitivity - this is an estimate of the change in economic value of the banking book due to a 1 basis point move in a specific part of the yield curve.

 Earnings at risk (EaR) - this is an estimate of the amount of income that is at risk from interest rate movements over a given holding period, expressed to a 97.5% or 99% level of statistical confidence.

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 Value at risk (VaR) - this is an estimate of the impact of interest rate changes on the banking book’s market value, expressed to a 99% level of statistical confidence for a given holding period.

 Market Value loss limits - this mitigates the potential for embedded losses within the banking book.

 Stress testing - standard and extraordinary tests are used to highlight potential risk which may not be captured by VaR, and how the portfolio might behave under extraordinary circumstances.

The calculations used to quantify IRRBB require assumptions to be made about the repricing term of exposures that do not have a contractually defined repricing date, such as deposits with no set maturity dates, and prepayments. Changes to these assumptions require GALCO approval.

Where relevant, IRRBB techniques recognise foreign currency effects as all measures are expressed in Australian dollars.

Basis and optionality risks are measured using Monte Carlo simulation techniques, to generate a theoretical worst outcome at a specified confidence level (typically no less than at a 99% level of statistical confidence) less the average outcome.

Reporting of interest rate risk in the banking book

Market Risk analyses the output of ANZ’s VaR, EaR and Stress Testing calculations daily. Compliance with the risk appetite and limit framework is reported to CMRC, GALCO and the Board Risk Committee.

IRRBB regulatory capital is calculated monthly.

ANZ’s interest rate risk in the banking book capital requirement

The IRRBB regulatory capital requirements includes a value for repricing and yield curve risk, basis and optionality risks based on a 99% confidence interval, one year holding period and a six year historical data set.

Embedded losses also contribute to make up the capital requirement and are calculated as the difference between the book value of banking book items and the current economic value.

Results of standard shock scenario

The Basel II framework sets out a standard shock scenario of a 200 basis point parallel shift change in interest rates, in order to establish a comparable test across banks.

Table 17(b) that follows shows the results of this test by currency of the exposures outside the trading book.

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Table 17(b): Interest Rate Risk in the Banking Book Change in Economic Value

Standard Shock Scenario Stress Testing: Sep 17 Mar 17 Sep 16 Interest rate shock applied $M $M $M AUD 200 basis point parallel increase (427) (19) (85) 200 basis point parallel decrease 415 (3) 84

NZD 200 basis point parallel increase (82) (58) (58) 200 basis point parallel decrease 75 53 51

USD 200 basis point parallel increase (32) (27) 31 200 basis point parallel decrease 34 30 (29)

GBP 200 basis point parallel increase 9 11 18 200 basis point parallel decrease (9) (11) (18)

Other 200 basis point parallel increase (98) (68) (53) 200 basis point parallel decrease 103 74 59

IRRBB regulatory capital 929 827 936 IRRBB regulatory RWA 11,611 10,332 11,700

IRRBB stress testing methodology

Stress tests within ANZ include standard and extraordinary tests. These tests are used to highlight potential risk which may not be captured by VaR, and how the portfolio might behave under extraordinary circumstances. Standard stress tests include statistically derived scenarios based on historical yield curve movements. These combine parallel shocks with twists and bends in the curve to produce a wide range of hypothetical scenarios at high statistical confidence levels, with the single worst scenario identified and reported. Extraordinary stress tests include interest rate moves from historical periods of stress as well as stresses to assumptions made about the repricing term of exposures. The rate move scenarios include daily changes over the stressed periods and the worst theoretical losses over the selected periods are each reported. Stresses of the repricing term assumptions investigate scenarios where actual repricing terms are significantly different to the base modelling assumptions.

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Chapter 12 – Leverage and Liquidity Coverage Ratio

Leverage Ratio

The Leverage Ratio requirements are part of the Basel Committee on Banking Supervision (BCBS) Basel III capital framework. It is a simple, non-risk based supplement or backstop to the current risk based capital requirements and is intended to restrict the build-up of excessive leverage in the banking system.

Consistent with the BCBS definition, APRA’s Leverage Ratio compares Tier 1 Capital to the Exposure Measure (expressed as a percentage) as defined by APS 110. APRA has not finalised a minimum Leverage Ratio requirement for Australian ADIs, although the current BCBS proposal is for a minimum of 3%. Currently the Leverage Ratio is only a disclosure requirement, with implementation as a Pillar 1 requirement expected by January 2018.

At 30 September 2017, the Group’s Leverage Ratio of 5.4% was above the 3% minimum currently proposed by the BCBS. Table 18 below shows the Group’s Leverage Ratio calculation as at 30 September 2017 and Table 19 summarises the reconciliation of accounting assets and leverage ratio exposure measure at 30 September 2017.

Table 18 Leverage Ratio Sep 17 Mar 17 Sep 16 $M $M $M On-balance sheet exposures 1 On-balance sheet items (excluding derivatives and SFTs, but including collateral) 768,930 764,169 762,007 2 (Asset amounts deducted in determining Basel III Tier 1 capital) (16,583) (16,461) (17,648) 3 Total on-balance sheet exposures (excluding derivatives and SFTs) 752,347 747,708 744,359

Derivative exposures Replacement cost associated with all derivatives transactions (i.e. net of eligible 4 8,354 9,685 11,295 cash variation margin) 5 Add-on amounts for PFE associated with all derivatives transactions 28,193 28,199 27,304 Gross-up for derivatives collateral provided where deducted from the balance 6 - - - sheet assets pursuant to the operative accounting framework (Deductions of receivables assets for cash variation margin provided in derivatives 7 (6,102) (7,924) (9,151) transactions) 8 (Exempted CCP leg of client-cleared trade exposures) - - - 9 Adjusted effective notional amount of written credit derivatives 6,429 8,115 8,535 (Adjusted effective notional offsets and add-on deductions for written credit 10 (5,405) (7,107) (7,383) derivatives) 11 Total derivative exposures 31,469 30,968 30,600

Securities financing transaction exposures Gross SFT assets (with no recognition of netting), after adjusting for sale 12 28,034 29,680 29,937 accounting transactions 13 (Netted amounts of cash payables and cash receivables of gross SFT assets) (490) (1,261) (391) 14 CCR exposure for SFT assets 1,054 1,867 1,871 15 Agent transaction exposures - - - 16 Total securities financing transaction exposures 28,598 30,286 31,417

Other off-balance sheet exposures 17 Off-balance sheet exposure at gross notional amount 232,162 236,054 245,189 18 (Adjustments for conversion to credit equivalent amounts) (135,397) (138,562) (146,729) 19 Off-balance sheet items 96,765 97,492 98,460 Capital and Total Exposures 20 Tier 1 capital 49,324 48,091 48,285 21 Total exposures 909,179 906,454 904,836 Leverage ratio 22 Basel III leverage ratio 5.4% 5.3% 5.3%

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Table 19 Summary comparison of accounting assets vs. leverage ratio exposure measure

Sep 17 Mar 17 Sep 16 $M $M $M 1 Total consolidated assets as per published financial statements 897,326 896,511 914,869 Adjustment for investments in banking, financial, insurance or commercial 2 entities that are consolidated for accounting purposes but outside the scope of (37,846) (38,781) (35,432) regulatory consolidation. Adjustment for assets held on the balance sheet in a fiduciary capacity 3 pursuant to the Australian Accounting Standards but excluded from the - - - leverage ratio exposure measure 4 Adjustments for derivative financial instruments. (31,047) (32,913) (56,893) 5 Adjustment for SFTs (i.e. repos and similar secured lending) 564 606 1,480 Adjustment for off-balance sheet exposures (i.e. conversion to credit 6 96,765 97,492 98,460 equivalent amounts of off-balance sheet exposures) 7 Other adjustments (16,583) (16,461) (17,648) 8 Leverage ratio exposure 909,179 906,454 904,836

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Table 20 Liquidity Coverage Ratio disclosure template

Sep 17 Jun 17 Mar 17 Total Total Total Total Total Total Unweighted Weighted Unweighted Weighted Unweighted Weighted Value Value Value Value Value Value $M $M $M $M $M $M Liquid assets, of which: 1 High-quality liquid assets (HQLA) - 128,333 - 138,331 - 134,040 2 Alternative liquid assets (ALA) - 37,797 - 37,797 - 38,125 Reserve Bank of New Zealand (RBNZ) 3 - 8,329 - 8,877 - 8,249 securities Cash outflows Retail deposits and deposits from small 4 203,322 21,941 209,027 22,374 210,397 22,093 business customers 5 of which: stable deposits 77,762 3,888 77,258 3,863 79,887 3,994 6 of which: less stable deposits 125,560 18,053 131,769 18,511 130,510 18,099 7 Unsecured wholesale funding 183,549 103,476 192,499 112,275 194,592 113,154 of which: operational deposits (all 8 counterparties) and deposits in 57,996 13,892 57,469 13,778 55,476 13,274 networks for cooperative banks of which: non-operational deposits 9 112,066 76,097 121,579 85,046 125,497 86,261 (all counterparties) 10 of which: unsecured debt 13,487 13,487 13,451 13,451 13,619 13,619 11 Secured wholesale funding 423 60 109

12 Additional requirements 138,071 39,151 136,845 34,662 134,942 35,254 of which: outflows related to 13 derivatives exposures and other 27,226 27,226 22,519 22,519 23,401 23,401 collateral requirements of which: outflows related to loss of 14 ------funding on debt products 15 of which: credit and liquidity facilities 110,845 11,925 114,326 12,143 111,541 11,853 16 Other contractual funding obligations 9,227 - 10,033 - 10,772 - 17 Other contingent funding obligations 103,590 8,482 99,388 6,091 101,739 4,692 18 Total cash outflows 173,473 175,462 175,302

Cash inflows 19 Secured lending (e.g. reverse repos) 21,148 1,479 20,786 1,449 17,389 1,280 Inflows from fully performing 20 31,593 22,366 34,460 24,427 34,181 23,409 exposures 21 Other cash inflows 19,350 19,350 13,428 13,428 14,266 14,266

22 Total cash inflows 72,091 43,195 68,674 39,304 65,836 38,955 23 Total liquid assets 174,459 185,005 - 180,414

24 Total net cash outflows 130,278 136,158 - 136,347

25 Liquidity Coverage Ratio (%) 133.9% 135.9% 132.3%

Number of data points used (simple 65 65 64 average)

Liquidity Coverage Ratio (LCR)

ANZ’s average LCR for the 6 months to 30 September 2017 was 135% with total liquid assets exceeding net outflows by an average of $46.5b.

The main contributors to net outflows were modelled outflows associated with the bank’s corporate and retail deposit portfolios, offset by inflows from maturing loans. While cash outflows associated with derivatives are material, these are effectively offset by derivative cash inflows.

The composition of the liquid asset portfolio has remained relatively stable through the half, with HQLA securities and cash making up on average 74% of total liquid assets.

Through the period the Liquidity Coverage Ratio has remained within a range of 129% to 144%. ANZ has a well diversified deposit and funding base avoiding undue concentrations by investor type, maturity, market source and currency.

ANZ monitors and manages its liquidity risk on a daily basis including LCR by geography and currency, ensuring ongoing compliance across the network.

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Glossary

ADI Authorised Deposit-taking Institution.

Basel III Credit Valuation CVA charge is an additional capital requirement under Basel III for adjustment (CVA) capital bilateral derivative exposures. Derivatives not cleared through a charge central exchange/counterparty are subject to this additional capital charge and also receive normal CRWA treatment under Basel II principles.

Collective provision (CP) Collective provision is the provision for credit losses that are inherent in the portfolio but not able to be individually identified. A collective provision may only be recognised when a loss event has already occurred. Losses expected as a result of future events, no matter how likely, are not recognised.

Credit exposure The aggregate of all claims, commitments and contingent liabilities arising from on- and off-balance sheet transactions (in the banking book and trading book) with the counterparty or group of related counterparties.

Credit risk The risk of financial loss resulting from a counterparty failing to fulfil its obligations, or from a decrease in credit quality of a counterparty resulting in a loss in value.

Credit Valuation Adjustment Over the life of a derivative instrument, ANZ uses a CVA model to (CVA) adjust fair value to take into account the impact of counterparty credit quality. The methodology calculates the present value of expected losses over the life of the financial instrument as a function of probability of default, loss given default, expected credit risk exposure and an asset correlation factor. Impaired derivatives are also subject to a CVA.

Days past due The number of days a credit obligation is overdue, commencing on the date that the arrears or excess occurs and accruing for each completed calendar day thereafter.

Exposure at Default (EAD) Exposure At Default is defined as the expected facility exposure at the date of default.

Impaired assets (IA) Facilities are classified as impaired when there is doubt as to whether the contractual amounts due, including interest and other payments, will be met in a timely manner. Impaired assets include impaired facilities, and impaired derivatives. Impaired derivatives have a credit valuation adjustment (CVA), which is a market assessment of the credit risk of the relevant counterparties.

Impaired loans (IL) Impaired loans comprise of drawn facilities where the customer’s status is defined as impaired.

Individual provision charge Individual provision charge is the amount of expected credit losses (IPC) on financial instruments assessed for impairment on an individual basis (as opposed to on a collective basis). It takes into account expected cash flows over the lives of those financial instruments.

Individual provisions (IP) Individual provisions are assessed on a case-by-case basis for all individually managed impaired assets taking into consideration factors such as the realisable value of security (or other credit mitigants), the likely return available upon liquidation or bankruptcy, legal uncertainties, estimated costs involved in recovery, the market price of the exposure in secondary markets and the amount and timing of expected receipts and recoveries.

Internationally Comparable The Internationally Comparable Basel 3 CET1 ratio incorporates Basel III Capital differences between APRA and both the Basel Committee Basel III framework (including differences identified in the March 2014 Basel Committee Regulatory Consistency Assessment Programme (RCAP) on Basel III implementation in Australia) and its application in major offshore jurisdictions.

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Market risk The risk to ANZ’s earnings arising from changes in interest rates, foreign exchange rates, credit spreads, volatility, correlations or from fluctuations in bond, commodity or equity prices. ANZ has grouped market risk into two broad categories to facilitate the measurement, reporting and control of market risk: Traded market risk - the risk of loss from changes in the value of financial instruments due to movements in price factors for both physical and derivative trading positions. Trading positions arise from transactions where ANZ acts as principal with customers, financial exchanges or inter-bank counterparties. Non-traded market risk (or balance sheet risk) - comprises interest rate risk in the banking book and the risk to the AUD denominated value of ANZ’s capital and earnings due to foreign exchange rate movements.

Operational risk The risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events including legal risk but excluding reputation risk.

Past due facilities Facilities where a contractual payment has not been met or the customer is outside of contractual arrangements are deemed past due. Past due facilities include those operating in excess of approved arrangements or where scheduled repayments are outstanding but do not include impaired assets.

Qualifying Central QCCP is a central counterparty which is an entity that interposes Counterparties (QCCP) itself between counterparties to derivative contracts. Trades with QCCP attract a more favorable risk weight calculation.

Recoveries Payments received and taken to profit for the current period for the amounts written off in prior financial periods.

Restructured items Restructured items comprise facilities in which the original contractual terms have been modified for reasons related to the financial difficulties of the customer. Restructuring may consist of reduction of interest, principal or other payments legally due, or an extension in maturity materially beyond those typically offered to new facilities with similar risk.

Risk Weighted Assets (RWA) Assets (both on and off-balance sheet) are risk weighted according to each asset’s inherent potential for default and what the likely losses would be in the case of default. In the case of non asset backed risks (i.e. market and operational risk), RWA is determined by multiplying the capital requirements for those risks by 12.5.

Securitisation risk The risk of credit related losses greater than expected due to a securitisation failing to operate as anticipated, or of the values and risks accepted or transferred, not emerging as expected.

Write-Offs Facilities are written off against the related provision for impairment when they are assessed as partially or fully uncollectable, and after proceeds from the realisation of any collateral have been received. Where individual provisions recognised in previous periods have subsequently decreased or are no longer required, such impairment losses are reversed in the current period income statement.

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Average Risk Weights (Credit RWA / EAD*)