Dispatch of Retail Information Booklet
Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
News Release
For Release: 21 July 2022
Dispatch of Retail Information Booklet to retail
shareholders
Attached is the Retail Information Booklet which will be sent to retail shareholders, either by
email (if they have elected to received electronic communications) or by post together with
a personalised Entitlement and Acceptance Form.
The Retail Information Booklet contains important information about ANZ’s pro rata
renounceable accelerated entitlement offer announced on 18 July 2022 (Entitlement Offer),
including how eligible shareholders in Australia and New Zealand can apply to participate in
the Entitlement Offer.
Eligible shareholders can call 1800 113 399 or +61 3 9415 4010 between 8.30am
to 5.30pm (Melbourne time) weekdays for more information.
For media enquiries
Stephen Ries
Head of Corporate Communications
Tel: +61 409 655 551
For analyst enquiries
Jill Campbell
GGM Investor Relations
Tel: +61 3 8654 7749
Approved for distribution by ANZ’s Continuous Disclosure Committee
IMPORTANT INFORMATION
This Announcement is not intended to be and should not be relied upon as advice or as a recommendation to ANZ
shareholders or potential investors and does not take into account the investment objectives, financial situation or
needs of any particular investor. These should be considered, with or without professional advice when deciding
whether to participate in the Entitlement Offer. This Announcement does not constitute financial product advice.
Cooling off rights do not apply to an investment in new ANZ shares (New Shares).
This Announcement is not a prospectus or offering document under Australian law or under any other law. No action
has been or will be taken to register, qualify or otherwise permit a public offering of any New Shares in any jurisdiction
outside Australia and New Zealand. This Announcement is for information purposes only and does not constitute or
form part of an offer, invitation, solicitation, advice or recommendation with respect to the issue, purchase or sale of
any New Shares in ANZ.
In particular, this Announcement does not constitute an offer to sell, or a solicitation of any offer to buy, any securities
in the United States or to any person who is acting for the account or benefit of any person in the United States.
None of the ANZ securities to be issued in the capital raising have been, or will be, registered under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state or other jurisdiction of the
United States. Accordingly, the ANZ securities to be issued in the Entitlement Offer may not be offered or sold, directly
or indirectly, to any person in the United States or any person that is acting for the account or benefit of a person in
the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S.
Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. In the
retail Entitlement Offer, the entitlements may only be purchased, traded, taken up or exercised, and the New Shares
may only be offered or sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the
U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act. The release, publication or distribution
of this Announcement (including an electronic copy) outside Australia may be restricted by law. If you come into
possession of this Announcement, you should observe such restrictions and should seek your own advice on such
restrictions. In particular, this Announcement may not be released or distributed in the United States.
•
•
•
This Booklet has been prepared by ANZ and relates to the Retail
Entitlement Offer. Only Eligible Retail Shareholders can participate
in the Retail Entitlement Offer.
The funds raised from the Retail Entitlement Offer will be used to
help fund ANZ’s acquisition of Suncorp Bank.
The Retail Entitlement Offer is made in Australia under section
708AA of the Corporations Act (as modified by ASIC Corporations
(Non-Traditional Rights Issues) Instrument 2016/84 and ASIC
Corporations (Disregarding Technical Relief ) Instrument 2016/73), and,
in New Zealand, under the Financial Markets Conduct (Same Class
Offers ASX/NZX-Quoted Financial Products) Exemption Notice
2018. This means ANZ can make the Entitlement Offer without a
regulated disclosure document.
If you are an Eligible Retail Shareholder (explained in more detail in
Section 1.1), then it's important that you carefully read and
understand this Booklet, and the information about ANZ and the
Retail Entitlement Offer that is publicly available, before deciding
whether to participate in the Retail Entitlement Offer. In particular,
you should consider:
•the risk factors outlined in the "Risks and Uncertainties" section
of the Investor Presentation which is included in Section 6 of
this Booklet. That section summarises certain general, and ANZ
specific, risk factors and risks associated with ANZ’s acquisition of
Suncorp Bank and the Entitlement Offer. These risks may affect
the operating and financial performance of ANZ or the value of
Shares; and
•the Announcements in Section 6 of this Booklet, ANZ’s interim
and annual reports and other announcements made by ANZ.
Those announcements are available at asx.com.au (including
announcements ANZ may make after this Booklet is published).
This Booklet (other than the Announcements) is dated 21 July
2022. The Announcements are current as at the date specified in
them. This Booklet remains subject to change without notice.
Taxation
If you participate in the Retail Entitlement Offer and receive Retail
Entitlements or New Shares, then you will have tax implications. In
Section 8, you can read a general summary of the Australian
income tax, GST and stamp duty implications of the Retail
Entitlement Offer for Eligible Retail Shareholders. The summary
does not take account of the individual circumstances of particular
Eligible Retail Shareholders. It does not constitute tax advice.
ANZ recommends that you consult your professional tax adviser
about the Retail Entitlement Offer.
Forward looking statements
This Booklet may contain forward-looking statements or opinions
including statements regarding ANZ’s intent, belief or current
expectations with respect to ANZ’s business operations, market
conditions, results of operations and financial condition, capital
adequacy, specific provisions and risk management practices.
When used in this Booklet, the words "forecast", "estimate",
"project", "intend", "anticipate", "believe", "expect", "may",
"probability", "risk", "will", "seek", "would", "could", "should" and similar
expressions, as they relate to ANZ and its management, are
intended to identify forward-looking statements or opinions.
Those statements: are usually predictive in character; or may be
affected by inaccurate assumptions or unknown risks and
uncertainties; or may differ materially from results ultimately
achieved. As such, these statements should not be relied upon
when making investment decisions. These statements only speak
as at the date of this Booklet and no representation is made by
ANZ, the Underwriters and their respective advisors, affiliates,
related bodies corporate, directors, officers, partners, employees
and agents (Extended Parties) as to their correctness on or after
this date. Forward-looking statements constitute “forward-looking
statements” for the purposes of the United States Private Securities
Litigation Reform Act of 1995. ANZ does not undertake any
obligation to publicly release the result of any revisions to these
forward-looking statements to reflect events or circumstances after
the date of this Booklet to reflect the occurrence of unanticipated
events. To the maximum extent permitted by law, ANZ, the
Underwriters and each of their respective Extended Parties disclaim
any responsibility for the accuracy or completeness of any
forward-looking statements whether as a result of new information,
future events or results or otherwise. To the maximum extent
permitted by law, each of ANZ and the Underwriters and their
respective Extended Parties disclaim any responsibility to update or
revise any forward-looking statement to reflect any change in
ANZ's financial condition, status or affairs or any change in the
events, conditions or circumstances on which a statement is based,
except as required by Australian law.
IMPORTANT
INFORMATION
1Retail Entitlement Offer
Contents »
Not for distribution or release in the United States
Neither this Booklet (or any part of it), the Entitlement and
Acceptance Form nor any Announcement may be distributed
or released in the United States or to any person acting for the
account or benefit of a person in the United States. None of
this Booklet, any Announcement or the Entitlement and
Acceptance Form constitute an offer to sell, or a solicitation of
an offer to buy, any securities in the United States or in any
other jurisdiction in which such an offer would be illegal.
The distribution of this Booklet may be restricted by law in certain
other countries. You should read the important information set out
in the “International Offer Restrictions” in the Investor Presentation
included in Section 6 of this Booklet.
Neither the Entitlements nor the New Shares have been,
or will be, registered under the Securities Act of 1933, as amended
(the Securities Act), or the securities laws of any state or other
jurisdiction of the United States. Accordingly, the Entitlements may
not be purchased, traded, taken up or exercised by, and the New
Shares may not be offered or sold, directly or indirectly to, any person
in the United States or any person that is acting for the account or
benefit of a person in the United States (to the extent such persons
are acting for the account or benefit of persons in the United States).
In the Retail Entitlement Offer, the Entitlements may only be
purchased, traded, taken up, exercised or offered, sold or otherwise
transferred, and the New Shares may only be offered or sold, outside
the United States, in "offshore transactions" (as defined in Rule 902(h)
under the Securities Act) in reliance on Regulation S under the
Securities Act.
Risks
An investment in ANZ is subject to investment risks and other
known and unknown risks, some of which are beyond the control
of ANZ. Recipients should have regard to (among other things)
the "Risks and Uncertainties" section of the Investor Presentation
included in Section 6 of this Booklet for a non-exhaustive summary
of the key risks that may affect ANZ and its financial and operating
performance, and the acquisition of Suncorp Bank.
You should refer to the “Risks and Uncertainties” section of the
Investor Presentation included in Section 6 of this Booklet for a
summary of general and specific risk factors that may affect ANZ.
Other general matters
Please read Section 7 of this Booklet carefully for other important
notices, disclaimers and acknowledgements.
Currency
A reference to dollars ($) in this Booklet is a reference to Australian
currency unless otherwise identified as New Zealand currency (NZ$).
The Offer Price of $18.90 has been converted into New Zealand
dollars at an exchange rate of $1 to NZ$1.1012 resulting in an
equivalent Offer Price of NZ$20.81 (rounded to 2 decimal places).
2
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
CONTENTS
IMPORTANT
INFORMATION
Page 1
CHAIRMAN'S
LETTER
Page 4
KEY DATES
Page 5
SECTION 9
GLOSSARY
Page 70
SECTION 10
ELIGIBLE RETAIL
SHAREHOLDER
DECLARATIONS
Page 74
CORPORATE
DIRECTORY
Page 76
SECTION 1
KEY INFORMATION
ON THE RETAIL
ENTITLEMENT OFFER
Page 6
SECTION 2
SUMMARY OF
YOUR OPTIONS
Page 8
SECTION 3
ADDITIONAL
INFORMATION
OPTION 1
Page 10
SECTION 4
ADDITIONAL
INFORMATION
OPTION 2
Page 12
SECTION 5
ADDITIONAL
INFORMATION
OPTION 3
Page 14
SECTION 6
ANNOUNCEMENTS
Page 15
SECTION 7
ADDITIONAL
INFORMATION
Page 62
SECTION 8
AUSTRALIAN
TAXATION
CONSIDERATIONS
Page 68
3Retail Entitlement Offer
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
CHAIRMAN’S LETTER
Dear Shareholder,
On behalf of the ANZ Board, I am pleased to offer you the
opportunity to participate in an equity raising to help fund
our acquisition of Suncorp Bank.
Suncorp Acquisition
The agreement to acquire Suncorp Bank is an important
milestone for ANZ and a vote of confidence in the future
of Queensland.
We are excited by the opportunity and believe it will be a
platform for growth in the fastest growing state in Australia.
Suncorp Bank is a natural fit with ANZ given its cultural
alignment, risk settings and customer focus.
The acquisition includes $47 billion of home loans,
$45 billion in high-quality deposits and $11 billion in
commercial loans (as at December 2021).
While we still have an approval process to navigate, we
believe, as the smallest of the major banks, this acquisition
will help ANZ compete more effectively in Queensland
and ultimately provide better outcomes for customers
across Australia.
We are also committed to playing a lead role in the economic
development of Queensland and we are allocating new
lending as part of ANZ’s existing renewable lending
commitments to support Queensland’s renewable projects
and green Olympic Games infrastructure, as well as new
lending for energy transition projects over the next decade.
The acquisition comes at a time when your bank is
continuing to perform with our trading update for the nine
months to 30 June showing strong lending and margin
momentum across all our major businesses.
Equity Raising
When we announced the acquisition, we also launched a
fully underwritten pro rata accelerated entitlement offer of
new ANZ ordinary shares (New Shares) to raise approximately
$3.5 billion (Offer). The Offer is made up of an accelerated
institutional component and a retail component.
The institutional component of the Offer, raising
approximately $1.7 billion, has been completed.
Those retail shareholders who are eligible are now invited to
subscribe for 1 New Share for every 15 existing ANZ shares
held at 7:00pm (Melbourne time) on 21 July 2022. These are
referred to as your entitlements. The price you will need to
pay for each New Share you subscribe for under the Offer is
$18.90. The Offer also allows retail shareholders to trade their
entitlements on the ASX.
The ANZ Board believes the structure of the Offer is the best
way to recognise the support of our existing shareholders,
many of whom are long term investors. The structure is
based on fairness, with New Shares offered on a pro-rata
basis to existing shareholders.
This Booklet contains important information about the Offer.
Your entitlements may be valuable and you have a number
of options available to you to realise that value. Please read
this Booklet carefully before you decide whether to
participate in the Offer.
On behalf of the ANZ Board, I invite you to consider this
opportunity and we thank you for your continued support
of ANZ.
Sincerely,
Paul O’Sullivan
Chairman
4
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation con-
siderations
GlossaryShareholder
declarations
Corporate
directory
KEY DATES
ACTIVITYDATE
Retail Entitlements commence trading on the ASX on a deferred settlement basis 21 July 2022
Record Date for determining eligibility for the Retail Entitlement Offer (7.00pm) 21 July 2022
Retail Entitlement Offer opens (9.00am) and dispatch of the Booklet commences26 July 2022
Dispatch of the Booklet and personalised Entitlement and Acceptance Forms complete28 July 2022
Retail Entitlements commence trading on ASX on a normal settlement basis29 July 2022
Retail Entitlements trading on ASX ends8 August 2022
Retail Entitlement Offer closes (5.00pm) 15 August 2022
Retail Shortfall Bookbuild (for Retail Entitlements not taken up by Eligible Retail Shareholders and
Retail Entitlements of Ineligible Retail Shareholders)
18 August 2022
Announcement of results of the Retail Shortfall Bookbuild19 August 2022
Settlement of New Shares under the Retail Entitlement Offer23 August 2022
Allotment and issue of New Shares under the Retail Entitlement Offer24 August 2022
New Shares issued under the Retail Entitlement Offer commence trading on ASX on a normal
settlement basis
25 August 2022
Dispatch of holding statements for the New Shares issued under the Retail Entitlement Offer26 August 2022
Payment of Retail Premium (if any)9 September 2022
1 Registered to BPAY Pty Limited ABN 69 079 137 518.
These dates (except where historical) are indicative only and are
subject to change without notice. All times and dates refer to the
time and date in Melbourne, Australia (Melbourne time). Subject to
the requirements of the Corporations Act, the ASX Listing Rules
and any other applicable laws, ANZ has the right, with the consent
of the Underwriters, to amend the timetable, including extending
the Retail Entitlement Offer Period or accepting late Applications,
either generally or, in particular cases, without notice.
The quotation of Retail Entitlements and New Shares is subject
to confirmation from ASX.
Cooling off rights do not apply to your Application. You cannot
withdraw your Application once it has been accepted. Eligible
Retail Shareholders wishing to participate in the Retail Entitlement
Offer may:
1. pay via BPAY®
1
or, in the case of Eligible Retail Shareholders with
a registered address in New Zealand, EFT; or
2. submit their Entitlement and Acceptance Form with their
Application Monies by cheque, bank draft or money order as
soon as possible after the Retail Entitlement Offer opens.
5Retail Entitlement Offer
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation con-
siderations
GlossaryShareholder
declarations
Corporate
directory
SECTION 1
KEY INFORMATION ON THE
RETAIL ENTITLEMENT OFFER
1.1 IS THIS BOOKLET RELEVANT
TO YOU?
This Booklet is relevant to you if you are an Eligible Retail
Shareholder. You can only apply under the offer if you are an
Eligible Retail Shareholder.
You are an Eligible Retail Shareholder if you meet all of the
following requirements:
•you are registered as a holder of Shares as at the Record Date
(being 7.00pm on 21 July 2022); and
•you have a registered address on the ANZ share register in
Australia or New Zealand; and
•you are not in the United States and are not acting for the
account or benefit of a person in the United States (to the extent
you hold Shares and are acting for the account or benefit of such
person in the United States); and
•you did not receive an offer to participate (other than as a
nominee), or were otherwise ineligible to participate, under the
Institutional Entitlement Offer; and
•you are eligible under all applicable securities laws to receive the
Retail Entitlement Offer.
If you do not meet all of these requirements, you are not an
Eligible Retail Shareholder and are referred to as an Ineligible
Retail Shareholder in this Booklet.
1.2 WHAT ARE THE KEY DETAILS OF
THE RETAIL ENTITLEMENT OFFER?
Offer Ratio1 New Share for every
15 Existing Shares held
Offer Price$18.90 (or NZ$20.81) per New Share
Number of Shares
to be issued
Approximately 187 million
New Shares
Gross proceedsApproximately $3.5 billion
1.3 HOW MANY RETAIL ENTITLEMENTS
DO YOU HAVE?
If you are an Eligible Retail Shareholder, the number of Retail
Entitlements you have been granted is set out in your personalised
Entitlement and Acceptance Form. The Retail Entitlements you
have been granted were calculated based on the Offer Ratio
(specified in Section 1.2) and on the number of Existing Shares you
held as at the Record Date (being 7.00pm on 21 July 2022).
If you are entitled to receive a fraction of a New Share, that fraction
will be rounded up to the next whole number.
If you had more than one holding of Shares as at the Record Date,
you will be sent more than one personalised Entitlement and
Acceptance Form and you will have separate Retail Entitlements for
each holding. The Retail Entitlements stated on your personalised
Entitlement and Acceptance Form may be in excess of the actual
Retail Entitlements you may be permitted to take up where, for
example, you are holding Shares on behalf of a person in the
United States.
1.4 IMPORTANT TERMINOLOGY
To help you understand the terminology used in this Booklet:
•references to "you" are references to Eligible Retail Shareholders;
•references to "your Retail Entitlements" are references to the
Retail Entitlements of Eligible Retail Shareholders;
•references to "your Entitlement and Acceptance Form" are
references to the form of that name accompanying this Booklet
that you can use to take up your Retail Entitlements;
•your ability to "take up" your Retail Entitlements means your
ability to pay for, and be issued, New Shares; and
•your ability to "sell or transfer" your Retail Entitlements means
your ability to sell your Retail Entitlements on ASX or to transfer
your Retail Entitlements to another person.
6
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
1.5 WHAT OPTIONS DO YOU HAVE?
If you are an Eligible Retail Shareholder, you may take one of the following actions:
Take up your Retail EntitlementsPotentially realise value for your Retail Entitlements
OPTION 1OPTION 2OPTION 3
Take up some or all of your Retail Entitlements
before the Retail Entitlement Offer closes at 5.00pm
on 15 August 2022.
To do this, you must either:
1. pay your Application Monies via BPAY (or EFT if you
have a registered address in New Zealand); or
2. complete and return your personalised Entitlement
and Acceptance Form with your Application Monies
by cheque, bank draft or money order.
You need to do so in a way that makes sure your
payment is received before 5.00pm on 15 August 2022.
You need to follow the instructions on your
personalised Entitlement and Acceptance Form
(which includes the Biller Code and your unique
Customer Reference Number). You can also obtain the
Biller Code and your unique Customer Reference Number
at RetailEntitlementOffer.anz.com.
Sell or transfer all or some of your
Retail Entitlements. You can sell
them on the ASX:
•from 21 July 2022 (on a deferred
settlement basis); and
•from 29 July 2022 (on a normal
settlement basis),
until 8 August 2022 when trading
of Retail Entitlements ceases.
You should contact your broker
if you wish to do this.
Do nothing in which case your
Retail Entitlements will be sold
through the Retail Shortfall
Bookbuild, which will occur on
18 August 2022.
If you choose this option, there is
no guarantee that you will receive
any value for your Retail
Entitlements that are sold through
the Retail Shortfall Bookbuild.
It is expected that any Retail
Premium will be paid to you on
or about 9 September 2022.
See Sections 2 and 3 for more detailsSee Sections 2 and 4 for more detailsSee Sections 2 and 5 for more details
Important: If you trade your Retail Entitlements before the
Retail Entitlements are allotted or before you can access your
personalised Entitlement and Acceptance Form:
•ANZ takes no responsibility for the consequences; and
•ANZ disclaims all liability to you (to the maximum extent
permitted by law).
1.6 WHAT OPTIONS DO INELIGIBLE
RETAIL SHAREHOLDERS HAVE?
Ineligible Retail Shareholders are unable to participate in the Retail
Entitlement Offer and cannot take up, sell or transfer their Retail
Entitlements. Instead, their Retail Entitlements will be sold on their
behalf in the Retail Shortfall Bookbuild. After that, Ineligible Retail
Shareholders will receive the Retail Premium (if any) in respect of
their Retail Entitlements. There is no guarantee that there will be
any Retail Premium.
1.7 ENQUIRIES
If you have any doubt, or any questions, about how to deal with
your Retail Entitlements, you should seek professional advice from
an adviser who is licensed by ASIC to give that advice.
You should contact the ANZ Shareholder Information Line
(numbers below) if you:
•have questions about how to complete your Entitlement and
Acceptance Form or how to take up, sell or transfer all or some of
your Retail Entitlements; or
•have lost your Entitlement and Acceptance Form and would like
a replacement form.
Contact details for the ANZ Shareholder Information Line are as
follows: 1800 113 399 (within Australia) or +61 3 9415 4010 (outside
Australia) between 8.30am and 5.30pm Monday to Friday (excluding
public holidays) during the Retail Entitlement Offer Period.
You may also access your personalised payment details at
RetailEntitlementOffer.anz.com from 26 July 2022.
7Retail Entitlement Offer
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
SECTION 2
SUMMARY OF YOUR OPTIONS
Key considerations for Eligible Retail Shareholders
OptionKey considerationsWhere to find more
information about
your options
Option 1
Take up some or
all of your Retail
Entitlements before
the Retail Closing Date
(being 5.00pm on
15 August 2022)
•You may elect to take up some or all of your Retail Entitlements to purchase
New Shares at the Offer Price before the Retail Closing Date.
•To do so, you need to either:
−pay your Application Monies via BPAY (or EFT if your registered address is in
New Zealand) pursuant to the instructions set out on your personalised
Entitlement and Acceptance Form; or
−complete and return your personalised Entitlement and Acceptance Form with
the requisite Application Monies by cheque, bank draft or money order.
•If you decide to submit your payment via BPAY (or EFT if your registered address is
in New Zealand) you should instruct your bank to make the payment well before
5.00pm on 15 August 2022 to enable its receipt before the Retail Closing Date. If
you decide to submit your payment by cheque, bank draft or money order, you
must ensure that the payment (along with your personalised Entitlement and
Acceptance Form) is received by no later than 5.00pm on 15 August 2022.
•ANZ will treat you as applying for as many New Shares as your payment will pay for
in full. If you pay for more New Shares than you are entitled to, ANZ will refund you
the extra amount. No interest will be paid on any Application Monies received or
refunded (wholly or partially).
•The New Shares will be fully paid and will rank equally in all respects with
Existing Shares.
•If you take up only some of your Retail Entitlements, you may sell or transfer the
balance (see Option 2 below) or you may do nothing with the balance, in which
case that part will be sold through the Retail Shortfall Bookbuild for your benefit
(see Option 3 below).
•If you submit an Application to take up Retail Entitlements that you have already
sold or transferred, your Application will be cancelled. In that case any application
payment you made will be refunded after the offer closes.
Section 3
Option 2
Sell or transfer all or
some of your Retail
Entitlements
•If you do not wish to take up any of your Retail Entitlements, you may be able
to sell some or all of them on ASX through your broker or transfer them directly
to another person.
•You may trade your Retail Entitlements on ASX from:
−21 July 2022 (on a deferred settlement basis); and
−29 July 2022 (on a normal settlement basis).
Retail Entitlements will cease trading on ASX on 8 August 2022.
You may incur brokerage costs if you sell some or all of your Retail Entitlements on
ASX. Depending on the number of Retail Entitlements you have, brokerage costs
may have a material impact on the net proceeds you receive.
•You cannot trade Retail Entitlements on NZX. If you are an Eligible Retail
Shareholder and hold Existing Shares on NZX, you should contact your broker
for instructions on how to sell your Retail Entitlements on ASX.
•If you sell your Retail Entitlements during the Retail Entitlements Trading Period,
you may receive a higher or lower amount than another Eligible Retail Shareholder
who sells their Retail Entitlements during the same period or through the Retail
Shortfall Bookbuild.
Section 4
8
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
OptionKey considerationsWhere to find more
information about
your options
Option 2 continued •If you sell or transfer only some of your Retail Entitlements, you may choose to take
up the remainder (see Option 1) or you may do nothing with the remainder and let
them be sold through the Retail Shortfall Bookbuild (see Option 3 below).
•It is your responsibility to confirm the number of Retail Entitlements you have
for the purposes of trading them on ASX or transferring them.
•There is no guarantee that there will be a liquid market for the Retail Entitlements
on ASX.
•If you sell or transfer all or some of your Retail Entitlements, your percentage
shareholding in ANZ will be diluted as a result of the New Shares being issued
as a result of this equity raising. Your percentage shareholding in ANZ will also be
diluted as a result of the New Shares issued under the Entitlement Offer.
Option 3
Do nothing and let
some or all of your
Retail Entitlements
be sold through the
Retail Shortfall
Bookbuild
•You do not need to do anything with your Retail Entitlements. If for some of your
Retail Entitlements you neither take them up or sell or transfer them, they will be
sold through the Retail Shortfall Bookbuild on 18 August 2022.
•You will receive the Retail Premium (if any) in respect of those Retail Entitlements.
There is no guarantee that there will be any Retail Premium.
•The ability to sell Retail Entitlements through the Retail Shortfall Bookbuild and the
ability to obtain any Retail Premium will be dependent upon various factors, including
market conditions. Further, the price received for the Retail Entitlements during the
Retail Shortfall Bookbuild may not be the highest price available, but will be
determined having regard to a number of factors, including having binding and bona
fide offers which, in the reasonable opinion of the Underwriters will, if accepted, result
in all Retail Entitlements participating in the Retail Shortfall Bookbuild being sold.
•It is expected that the Retail Premium (if any) will be paid to you on or about
9 September 2022 in the same way in which cash dividends on your Existing
Shares are paid to you.
•If you have a registered address in Australia, New Zealand or the United Kingdom,
any Retail Premium will be paid by direct credit and will be held until valid direct
credit instructions are provided to the Share Registry. If you have a registered
address in any other jurisdiction, any Retail Premium will be made by cheque in
Australian dollars.
•We recommend you check, and if necessary update, your direct credit payment
instructions online at www.investorcentre.com/au by following the prompts.
To use this facility you will need internet access and your HIN or SRN or Holder
Number to pass the security features on the website. Your HIN or SRN or Holder
Number can be found on the top right corner of your holding statements and
other shareholder communications and identifies you as the holder of your Existing
Shares. Your HIN or SRN or Holder Number will start with a letter (usually an X or I)
and is followed by a 10 digit number.
•Retail Premium (if any) cannot be reinvested into the Dividend Reinvestment Plan
(DRP) or Bonus Option Plan (BOP).
•You will not incur brokerage costs on any Retail Premium received from the Retail
Shortfall Bookbuild.
•By letting your Retail Entitlements be sold through the Retail Shortfall Bookbuild, you
will no longer have any exposure to increases or decreases in the value of any New
Shares which you would have received if you had taken up your Retail Entitlements
(or any value for those Retail Entitlements which may have been achieved through
their sale on ASX or otherwise). Your percentage shareholding in ANZ will also be
diluted as a result of the New Shares issued under the Entitlement Offer.
Section 5
If you have any doubt, or questions, about how you should deal with your Retail Entitlements, you should seek professional
advice from an adviser who is licensed by ASIC to give that advice before making any investment decision.
You should also carefully read:
•the “Risks and Uncertainties” section of the Investor Presentation included in Section 6 of this Booklet; and
•the information on Australian tax implications of each option included in Section 8 of this Booklet.
9
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
Retail Entitlement Offer
SECTION 3
ADDITIONAL INFORMATION
OPTION 1
Under Option 1 you can elect to take up all or some of your Retail Entitlements to purchase New Shares at the
Offer Price of $18.90 per New Share.
If you make an Application under Option 1, it is expected that your New Shares will be allotted on 24 August 2022 and
commence trading on ASX on a normal settlement basis on 25 August 2022.
3.1 PAYMENT OPTIONS
To take up all or some of your Retail Entitlements to purchase New Shares at the Offer Price of $18.90 per New Share, you must:
Pay your
Application Monies
by BPAY (or EFT
if your registered
address is in
New Zealand)
•If you wish to take up all or some of your Retail Entitlements under Option 1 your BPAY
(or EFT if your registered address is in New Zealand) payment must be received before
5.00pm on 15 August 2022.
•Follow the instructions on your personalised Entitlement and Acceptance Form (which includes
the Biller Code and your unique Customer Reference Number). You can also obtain the Biller Code
and your unique Customer Reference Number at RetailEntitlementOffer.anz.com from
26 July 2022.
•You can only make a payment via BPAY if you are the holder of an account with an Australian branch
of a financial institution that supports BPAY transactions. If you are located in New Zealand and do not
have an account that supports BPAY transactions, alternative EFT payment arrangements will be
available at RetailEntitlementOffer.anz.com. See section 3.2 for further details.
•You do not need to return your personalised Entitlement and Acceptance Form if you
choose the BPAY (or EFT) payment option. By paying your Application Monies by BPAY (or EFT ) you
will be deemed to have made the declarations set out in this Booklet and on the Entitlement and
Acceptance Form.
•If you are paying by BPAY, please make sure you use the specific Biller Code and your unique Customer
Reference Number on your personalised Entitlement and Acceptance Form. If you are paying by EFT,
please make sure you use your unique payment reference number as displayed on your personalised
Entitlement and Acceptance Form.
•If you receive more than one personalised Entitlement and Acceptance Form because you have
shareholdings in different names or multiple shareholdings, you will need to complete individual BPAY
or EFT transactions using the Customer Reference Number or payment reference number specific to
each individual personalised Entitlement and Acceptance Form that you receive.
•If you inadvertently use the same Customer Reference Number or payment reference number for more
than one of your holdings of Retail Entitlements, you will be deemed to have applied only for your
Retail Entitlements to which that Customer Reference Number or payment reference number applies
and any excess amount will be refunded.
•You should be aware that your financial institution may implement earlier cut-off times with regards to
electronic payment and you should therefore take this into consideration when making payment. You
may also have your own limit on the amount that you can pay via BPAY or EFT. It is your responsibility to
check that the amount you wish to pay via BPAY or EFT does not exceed your limit.
10
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
Pay your
Application Monies
by cheque, bank
draft or money order
•Complete your personalised Entitlement and Acceptance Form in accordance with the instructions
on the form, indicating the number of New Shares you wish to apply for and return it by mail to the
address set out below and accompanied by a cheque, bank draft or money order in Australian currency
for the amount of the Application Monies.
•Your completed personalised Entitlement and Acceptance Form and cheque, bank draft or
money order must be received at the address below before 5.00pm on 15 August 2022.
•Your cheque, bank draft or money order must be:
−payable to “Australia and New Zealand Banking Group Limited” and crossed “Not Negotiable”;
−for an amount equal to $18.90 multiplied by the number of New Shares that you are applying for;
and
−in Australian currency drawn on an Australian branch of a financial institution.
•Any agreement to issue New Shares to you following receipt of your personalised Entitlement and
Acceptance Form is conditional on your cheque, bank draft or money order in payment of the
Application Monies for those New Shares being honoured on first presentation. Therefore, you must
ensure that sufficient funds are held in relevant account(s) to cover the Application Monies.
•If the amount of your cheque, bank draft or money order for Application Monies (or the amount for
which the cheque, bank draft or money order clears in time for allocation) is insufficient to pay in full
for the number of New Shares you have applied for in your personalised Entitlement and Acceptance
Form, you will be taken to have applied for such lower number of whole New Shares as your cleared
Application Monies will pay for (and to have specified that number of New Shares on your personalised
Entitlement and Acceptance Form). Alternatively, your Application will not be accepted.
•Cash payments will not be accepted. Receipts for payment will not be issued.
•Your completed Entitlement and Acceptance Form and cheque, bank draft or money order
must be mailed to:
Australia and New Zealand Banking Group Limited
C/- Computershare Investor Services Pty Limited
GPO Box 505
Melbourne Victoria 3001 Australia
Entitlement and Acceptance Forms (and payment of any Application Monies) will not be accepted
at ANZ’s registered or corporate offices or branches, or at the offices of the Share Registry.
•For the convenience of Eligible Retail Shareholders in Australia, an Australian reply paid envelope
with the appropriate address has been included with this Booklet. Shareholders outside of Australia
will need to affix the appropriate postage.
3.2 PAYMENT IN NEW ZEALAND DOLLARS FOR NEW ZEALAND
REGISTERED SHAREHOLDERS
Eligible Retail Shareholders with a registered address in New Zealand may provide payment in New Zealand dollars. The Offer Price in
New Zealand dollars is NZ$20.81 per New Share, being the Offer Price converted to New Zealand dollars at the applicable exchange rate of
1 Australian dollar equals 1.1012 New Zealand dollars. Your payment in New Zealand dollars is determined by multiplying the number of
New Shares that you are applying for by NZ$20.81. For further details on how to pay your Application Monies in New Zealand dollars by
EFT please refer to RetailEntitlementOffer.anz.com.
11
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
Retail Entitlement Offer
SECTION 4
ADDITIONAL INFORMATION
OPTION 2
Under Option 2 you can sell or transfer all or some of your Retail Entitlements.
4.1 WAYS TO SELL OR TRANSFER YOUR RETAIL ENTITLEMENTS
If you do not wish to take up all or some of your Retail Entitlements, you may be able to sell all or some of your Retail Entitlements on ASX
through your broker or transfer all or some of your Retail Entitlements directly to another person.
Selling all or some of your
Retail Entitlements on ASX
You can only do this
through your broker.
If you are an issuer
sponsored holder, you will
need to set up an account
with a broker before being
able to sell your Retail
Entitlements on ASX
•You should ensure that you allow sufficient time for your broker to carry out your instructions.
Please note that brokerage costs may be incurred if you sell all or some of your Retail
Entitlements on ASX, which depending on the number of your Retail Entitlements, may
have a material impact on the net proceeds you receive.
•Retail Entitlements trading on ASX starts on a deferred settlement basis on 21 July 2022
(ASX code: ANZR) and on a normal settlement basis on 29 July 2022. Retail Entitlements trading
on ASX ceases on 8 August 2022.
Selling or transferring
all or some of your Retail
Entitlements off-market
(i.e. other than on ASX)
You can only do this if you
are an issuer sponsored
holder
•You must forward a completed Renunciation and Acceptance Form to the Share Registry in
relation to the Retail Entitlements that you wish to transfer. If the transferee wishes to take up
all or some of the Retail Entitlements transferred to them, they must send their Application
Monies together with the Entitlement and Acceptance Form related to those Retail Entitlements
transferred to them, to the Share Registry. Both you and the transferee must be issuer sponsored.
If either party is CHESS sponsored, you will need to contact your broker.
•You may only sell or transfer your Retail Entitlements in this way to a transferee whose address
is in Australia or New Zealand or who otherwise qualifies as an "Eligible Person",
2
who is not in the
United States and who is not acting for the account or benefit of a person in the United States.
Persons that are in the United States or that are acting for the account or benefit of a person in
the United States (to the extent such persons are acting for the account or benefit of a person in
the United States) will not be eligible to purchase, trade, take up or exercise Retail Entitlements.
You should inform any proposed transferee of these restrictions before you complete any
transfer to them.
•You can obtain a Renunciation and Acceptance Form online at RetailEntitlementOffer.anz.com
or through the ANZ Shareholder Information Line on 1800 113 399 (within Australia) or
+61 3 9415 4010 (outside Australia) or from your broker. The Renunciation and Acceptance
Form as well as the transferee’s Application Monies and the Entitlement and Acceptance Form
related to the Retail Entitlements transferred to them must be received by the Share Registry at
the mail delivery address set out below no later than the Retail Closing Date (being 5.00pm on
15 August 2022):
Australia and New Zealand Banking Group Limited
C/- Computershare Investor Services Pty Limited
GPO Box 505
Melbourne Victoria 3001 Australia
•If the Share Registry receives both a completed Renunciation and Acceptance Form and an
Application for New Shares in respect of the same Retail Entitlements, the transfer will take
priority over the Application.
2 Certain investors in a limited number of foreign jurisdictions (other than the United States) may be Eligible Persons if they satisfy the requirements of
that expression as set out in the Entitlement and Acceptance Form.
12
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
4.2 IMPLICATIONS OF SELLING OR TRANSFERRING
YOUR RETAIL ENTITLEMENTS
•There is no guarantee that there will be a liquid market for Retail Entitlements on ASX or otherwise. A lack of liquidity may impact your
ability to sell your Retail Entitlements on ASX or to transfer your Retail Entitlements and the price you may be able to obtain for them.
•If you sell or transfer all or some of your Retail Entitlements, you will forgo any exposure to increases or decreases in the value of the
New Shares had you taken up those Retail Entitlements. Your percentage shareholding in ANZ will also be diluted.
•Prices for Retail Entitlements may rise and fall over the Retail Entitlements Trading Period and will depend on many factors including the
demand for and supply of Retail Entitlements on ASX and the value of Existing Shares relative to the Offer Price. If you sell your Retail
Entitlements during the Retail Entitlements Trading Period, you may receive a higher or lower amount than a Shareholder who sells their
Retail Entitlements at a different time during the Retail Entitlements Trading Period or through the Retail Shortfall Bookbuild.
•If you decide to sell or transfer some of your Retail Entitlements, you may choose to take up the remainder (see Option 1 described in
Section 2 and Section 3). Alternatively, you may do nothing and let the remainder of your Retail Entitlements be sold in the Retail
Shortfall Bookbuild (see Option 3 described in Section 2 and Section 5).
13
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
Retail Entitlement Offer
SECTION 5
ADDITIONAL INFORMATION
OPTION 3
5.1 SALE OF RETAIL ENTITLEMENTS
THROUGH THE RETAIL SHORTFALL
BOOKBUILD
Retail Entitlements which are not taken up by the Retail Closing
Date (being 5.00pm on 15 August 2022), and Retail Entitlements
of Ineligible Retail Shareholders, will be sold through the Retail
Shortfall Bookbuild.
Any Retail Premium will be remitted proportionally to those
Shareholders on or about 9 September 2022, net of any applicable
withholding tax. The Retail Premium will be the excess (if any) of
the price at which New Shares are sold through the Retail Shortfall
Bookbuild over the Offer Price.
5.2 THERE MAY BE NO RETAIL PREMIUM
The Retail Premium may be zero, in which case no payment
will be made to holders of those Retail Entitlements sold into the
Retail Shortfall Bookbuild. The outcome of the Institutional Shortfall
Bookbuild (including the Institutional Premium) is not an indication
as to whether there will be a Retail Premium or what any Retail
Premium may be.
The ability to sell Retail Entitlements through the Retail Shortfall
Bookbuild and the ability to obtain any Retail Premium will depend
on various factors, including market conditions. If there is a Retail
Premium, it may be less than, more than, or equal to the
Institutional Premium or less than, more than or equal to any price
or prices for which Retail Entitlements may be able to be sold on
ASX or otherwise transferred. To the maximum extent permitted
by law, ANZ, the Underwriters and each of their respective related
bodies corporate and affiliates, and each of their respective
directors, officers, partners, employees, representatives and agents,
disclaim all liability, including (without limitation) for negligence,
for any failure to procure a Retail Premium through the Retail
Shortfall Bookbuild and for any difference between the Retail
Premium and the Institutional Premium. ANZ reserves the right
to sell Retail Entitlements through the Retail Shortfall Bookbuild in
any manner it determines.
You should note that if you allow all or some or your Retail
Entitlements to be sold through the Retail Shortfall Bookbuild,
then you will forego any exposure to increases or decreases in the
value of New Shares (or any value for those Retail Entitlements
which may have been achieved through a sale of those Retail
Entitlements on ASX or otherwise) and your percentage
shareholding in ANZ will be diluted as a result of your non-
participation in the Retail Entitlement Offer.
14
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
ACQUISITION OF SUNCORP BANK
AND EQUITY RAISING
INVESTOR DISCUSSION PACK
Australia and New Zealand Banking Group Limited 9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522
18 JULY 2022
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
1
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
DISCLAIMER AND IMPORTANT NOTICE
This investor presentation (Presentation) is dated 18 July 2022 and has been prepared by Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (ANZ). By attendinganinvestor presentation or briefing, or accepting, accessing or reviewing
this Presentation, you acknowledge and agree to the terms set out below.
This Presentation has been prepared in relation to a pro rata accelerated renounceable entitlement offer of new ANZ ordinary shares (New Shares) with retail entitlements trading, to be made to:
•eligible institutional shareholders of ANZ (Institutional Entitlement Offer); and
•eligible retail shareholders of ANZ (Retail Entitlement Offer),
under section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 (together, the
Entitlement Offer). The Entitlement Offer will be used to partly fund ANZ’s acquisition of Suncorp Bank (Acquisition).
SUMMARY INFORMATION
The material in this Presentation is for information purposes only and is current as at 18 July 2022. It is information of a general nature given in summary form and does not purport to be complete. It does not purport to contain all of the information that an
investor should consider when making a decision on whether to participate in the Entitlement Offer nor does it contain all the information which would be required in a product disclosure statement, prospectus or other offering document under Australian
law or under the laws of any other jurisdiction. It should be read in conjunction with ANZ’s periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au.
No member of ANZ gives any representations or warranties in relation to the statements or information in this Presentation.
The information in this Presentation remains subject to change without notice. ANZ reserves the right to withdraw or vary thetimetable for the Retail Entitlement Offer and/or Institutional Entitlement Offer without notice.
NOT FINANCIAL PRODUCT ADVICE
This Presentation is not intended to be and should not be relied upon as advice or as a recommendation to ANZ shareholders orpotential investors and does not take into account the investment objectives, financial situation or needs of any particular
investor. These should be considered, with or without professional advice when deciding whether to participate in the Entitlement Offer. This Presentation does not constitute financial product advice. Cooling off rights do not apply to an investment in New
Shares.
NOT AN OFFER
This Presentation is not and should not be considered an offer or an invitation to acquire New Shares or any other financial products. Each recipient of this Presentation should make their own enquiries and investigations regarding all information includedin
this Presentation, including the assumptions, uncertainties and contingencies which may affect ANZ’s future operations and the values and the impact that future outcomes may have on ANZ.
The retail information booklet for the Retail Entitlement Offer will be available to eligible retail shareholders in Australia and New Zealand following its lodgement with the ASX. Any eligible retail shareholder in Australian and New Zealand who wishesto
participate in the Retail Entitlement Offer should consider the retail information booklet in deciding whether to apply underthe Retail Entitlement Offer. Any eligible retail shareholder who wishes to apply for New Shares under the Retail Entitlement Offer or
sell their entitlements will need to apply in accordance with the instructions contained in the retail information booklet and the entitlement and application form or follow the sale instructions in the retail information booklet.
FINANCIAL INFORMATION
All figures in this Presentation are in Australian dollars (unless stated otherwise or context requires otherwise).
Financial information of ANZ as at and for the period ended 30 June 2022 is unaudited. Financial information for Suncorp Bankcontained in this Presentation has been derived from interim consolidated financial statements of Suncorp Bank and other
financial information made available by Suncorp Group in connection with the Acquisition, and ANZ does not take any responsibility for it.
This Presentation includes certain pro forma financial and other information. The pro forma financial information provided inthis Presentation is for illustrative purposes only and is not represented as being indicative of ANZ’s views on its, nor anyone else’s,
future financial position and/or performance. The pro forma financial information has been prepared by ANZ in accordance withthe measurement and recognition principles, but not the disclosure requirements prescribed by the Australian Accounting
Standards.
In addition, the pro forma information in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities Exchange Commission, and such information does not purport to comply with
Article 3-05 of Regulation S-X.
Investors should be aware that throughout this Presentation, the financial data in this Presentation includes (i) “non-IFRS financial information” under ASIC Regulatory Guide 230 “Disclosing non-IFRS financial information” published by ASIC and (ii) “non-
GAAP financial measures” within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934. These measures include cash profit (and metrics presented on a cash profit basis). Statutory profit is adjusted to exclude non-core items to arrive at
cash profit, reflecting the result for ANZ’s ongoing activities. Adjustments between statutory profit and cash profit includethe following items; economic hedging, revenue and expense hedges and discontinued operations. ANZ believes that this non
IFRS/non-GAAP financial information provides useful information to users in measuring the financial performance of ANZ. The non-IFRS financial information does not have a standardisedmeaning prescribed by Australian Accounting Standards and,
therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as analternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned,
therefore, not to place undue reliance on any non-IFRS/non-GAAP financial information and ratios included in this Presentation.
SECTION 6
ANNOUNCEMENTS
15
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
Retail Entitlement Offer
2
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
DISCLAIMER AND IMPORTANT NOTICE
OTHER SOURCES OF SUNCORP BANK INFORMATION
Certain information in this Presentation has been sourced from Suncorp Group or its respective representatives or associates.While steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its
fairness, accuracy, correctness, completeness or adequacy. Certain market and industry data used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general
publications. Neither ANZ nor its representatives have independently verified any such market or industry data provided by thirdparties or industry or general publications.
ANZ undertook a due diligence process in respect of the Acquisition, which relied in part on the review of financial and other information provided by Suncorp Group. Despite making reasonable efforts, ANZ has not been able to verify the accuracy, reliabili ty
or completeness of all the information which was provided to it. If any such information provided to, and relied upon by, ANZinits due diligence and in its preparation of this Presentation proves to be incorrect, incomplete or misleading, there is a riskthat
the actual financial position and performance of Suncorp Bank may be materially different to the expectations reflected in this Presentation.
Investors should also note that there is no assurance that the due diligence conducted was conclusive, and that all material issues and risks in respect of the acquisition have been identified and avoided or managed appropriately (for example, because it was
not always possible to negotiate indemnities or representations and warranties tocover all potential risks). Therefore, there is a risk that issues and risks may arise which will also have a material impacton ANZ. This could adversely affect the operations,
financial performance or position of ANZ.
PAST PERFORMANCE
Past performance, including the pro forma historical financial information in this Presentation, is given for illustrative purposes only and should not be relied on and is not an indication of future performance. Historical information in this Presentationrelating
to ANZ is information that has been released to the market.
INVESTMENT RISKS
An investment in ANZ is subject to investment risks and other known and unknown risks, some of which are beyond the control of ANZ. Recipients should have regard to (among other things) the 'Risks and Uncertainties' section of this presentationfor a non-
exhaustive summary of the key risks that may affect ANZ and its financial and operating performance, and the Acquisition.
FORWARD-LOOKING STATEMENTS
This Presentation may contain forward-looking statements or opinions including statements regarding ANZ’s intent, belief or current expectations with respect to ANZ’s business operations, market conditions, results of operations and financial condition,
capital adequacy, specific provisions and risk management practices. When used in this Presentation, the words ‘forecast’, ‘estimate’, ‘project’, ‘intend’, ‘anticipate’, ‘believe’, ‘expect’, ‘may’, ‘probability’, ‘risk’, ‘will’, ‘seek’, ‘would’, ‘could’, ‘should’ and similar
expressions, as they relate to ANZ and its management, are intended to identify forward-looking statements or opinions.
Those statements: are usually predictive in character; or may be affected by inaccurate assumptions or unknown risks and uncertainties; or may differ materially from results ultimately achieved. As such, these statements should not be relied upon when
making investment decisions. Examples of risk and uncertainties include the following factors, among others, which may be beyond the control of ANZ or Suncorp Bank: the occurrence of any event, change or other circumstances that could give rise to the
right of any of ANZ, or Suncorp Bank to terminate the Acquisition agreement; the outcome of any legal proceedings that may beinstituted against ANZ or Suncorp Bank; the timing and completion of the transactions, including the possibility that any of the
proposed transactions will not close when expected or at all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that arenot
anticipated; the possibility that the anticipated benefits of the transactions will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of the
economy and competitive factors; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management's attention from ongoing business operations and
opportunities; reputational risk and potential adverse reactions or changes to business or employee relationships; and other factors that may affect future results of ANZ or Suncorp Bank.
These statements only speak as at the date of this Presentation and no representation is made by ANZ, the underwriters and theirrespective advisors, affiliates, related bodies corporate, directors, officers, partners, employees and agents (Extended Parties) as
to their correctness on or after this date. Forward-looking statements constitute “forward-looking statements” for the purposes of the United States Private Securities Litigation Reform Act of 1995. ANZ does not undertake any obligation to publicly release
the result of any revisions to these forward-looking statements to reflect events or circumstances after the date of this Presentation to reflect the occurrence of unanticipated events.
To the maximum extent permitted by law, ANZ, the underwriters and each of their respective Extended Parties disclaim any responsibility for the accuracy or completeness of any forward-looking statements whether as a result of new information, future
events or results or otherwise. To the maximum extent permitted by law, each of ANZ and the underwriters and their respectiveExtended Parties disclaim any responsibility to update or revise any forward looking statement to reflect any change in ANZ's
financial condition, status or affairs or any change in the events, conditions or circumstances on which a statement is based, except as required by Australian law.
UNITED STATES RESTRICTIONS
This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy,securities in the United States or to any person that is acting for the account or benefit of any person in the United States(to the extent such person is acting for the
account or benefit of a person in the United States), or in any other jurisdiction in which such an offer would be illegal. Neither the entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (theU.S.
Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlementsmay not be purchased, traded, taken up or exercised by, and the New Shares may not be offered or sold, directly or indirectly, to any
person in the United States or to any person that is acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States), except in transactions exempt from, or not
subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state orjurisdiction of the United States.
The distribution of this document may be restricted by law in certain other countries. You should read the important informationset out in the section entitled “International Offer Restrictions” .
3
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
DISCLAIMER AND IMPORTANT NOTICE
DETERMINATION OF ELIGIBLITY
Investors acknowledge and agree that the eligibility of investors for the purposes of the Institutional Entitlement Offer or theRetail Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical
and registry constraints and the discretion of ANZ and/or the underwriters. Each of ANZ, the underwriters and each of their respective Extended Parties disclaim any duty or liability (including for negligence) in respect of that determination and the exercise
or otherwise of that discretion, to the maximum extent permitted by law. The underwriters may rely on information provided byoron behalf of institutional investors in connection with managing, conducting and underwriting the Entitlement Offer without
having independently verified that information and the underwriters do not assume responsibility for the currency, accuracy, reliability or completeness of that information.
INFORMATION AND LIABILITY
None of the underwriters, nor any of their Extended Parties, nor the advisors to ANZ, have authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation and do not make or purport to make any statement in this
Presentation and there is no statement in this Presentation that is based on any statement by any of those parties.
To the maximum extent permitted by law, ANZ, the underwriters and their respective Extended Parties:
•exclude and disclaim all liability (including without limitation for negligence) in respect of and make no representations orwarranties regarding, and take no responsibility for, any part of this Presentation; and
•make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of informationin this Presentation.
The underwriters, together with their Extended Parties are full service financial institutions engaged in various activities,which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging,
market making, brokerage and other financial and non-financial activities and services including for which they have received ormay receive customary fees and expenses.
The underwriters and/or their Extended Parties are acting as joint lead managers, bookrunners and underwriters of both the Institutional Entitlement Offer and Retail Entitlement Offer. The underwriters are acting for and providing services to ANZ in relation
to the Entitlement Offer and will not be acting for or providing services to ANZ shareholders. The underwriters have been engaged solely as independent contractors and are acting solely in a contractual relationship on an arm’s length basis with ANZ. The
engagement of the lead managers and underwriters by ANZ is not intended to create any fiduciary obligations, agency or other relationship between the underwriters and the ANZ shareholders, creditors or potential investors.
The underwriters, in conjunction with their Extended Parties, are acting in the capacity as such in relation to the offering andwill receive fees and expenses for acting in this capacity.
In connection with the Entitlement Offer or bookbuilds, one or more investors may elect to acquire an economic interest in the New Shares (Economic Interest), instead of subscribing for or acquiring the legal or beneficial interest in those shares. The
underwriters (or their respective Extended Parties) may, for their own respective accounts, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire shares in ANZ in connection with
the writing of those derivative transactions in the Entitlement Offer and/or the secondary market. As a result of those transactions, the underwriters (or their respective Extended Parties) may be allocated, subscribe for or acquire New Shares or sharesofANZ
in the Entitlement Offer, the bookbuild and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those shares. These transactions may, together with other shares in ANZ acquired by the
underwriters (or their respective Extended Parties) in connection with their ordinary course sales and trading, principal investing and other activities, result in the underwriters (or their respective Extended Parties) disclosing a substantial holding andearning
fees.
DISCLAIMER
No person is authorised to give any information or make any representation in connection with the Entitlement Offer which is notcontained in this Presentation. Any information or representation not contained in this Presentation may not be relied on as
having been authorised by ANZ in connection with the Entitlement Offer. The underwriters and their respective Extended Parties take no responsibility for any information in this Presentation or any action taken by you on the basis of such information. To
the maximum extent permitted by law, ANZ, the underwriters and their respective Extended Parties exclude and disclaim all liability (including without limitation liability for negligence) for any expenses, losses, damages or costs incurred by you as a result of
your participation in or failure to participate in the Entitlement Offer or the information in this Presentation being inaccurate or incomplete in any way for any reason. The underwriters and their respective Extended Parties take no responsibility for the
Entitlement Offer and make no recommendation as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning this Entitlement Offer or any such information, and
you represent, warrant and agree that you have not relied on any statements made by the underwriters or any of their ExtendedParties in relation to the New Shares or the Entitlement Offer generally and you further expressly disclaim that you are in a
fiduciary relationship with any of them.
SECTION 6 CONTINUED
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4
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
CONTENTS
Overview
Section 1
Acquisition of Suncorp Bank
Section 2
Combined Financial Outcomes
Section 3
3Q22 Trading Update
Section 4
Equity Raising
Section 5
Appendices
‐ Risks and Uncertainties
Appendix A
‐ International Offer Restrictions
Appendix B
OOVVEERRVVIIEEWW
SECTION 1
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6
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OVERVIEW
1.ANZ has agreed to purchase 100% of the shares in SBGH Limited, the immediate non-operating holding company of Suncorp Bank. The acquisition is subject to a minimum completion period of 12 months and to certain conditions, being Federal Treasurer approval, Australian
Competition and Consumer Commission authorisationor approval and certain amendments to the State Financial Institutions and MetwayMerger Act 1996 (Qld). Unless the parties agree otherwise, the last date for satisfaction of these conditions is 24 months after signing (after
which either party may terminate the agreement). The final purchase price is subject to completion adjustments and may be more or less than $4.9b. In addition, ANZ will also acquire Suncorp Bank’s AT1 capital notes at face value ($0.6b as at June 2022)
2.Based on Suncorp Bank’s unaudited FY22 NPAT disclosed on 18 July 2022 of ~$355m (12 months to 30 June 2022). NPAT for SuncorpBank represents earnings to ordinary shareholders adjusted for distributions on ATI capital notes for Suncorp Bank. The adjustmentreduces NPAT by
$13m
3.Includes expected annual cost synergies of ~$260m pre-tax (assuming the preservation of an alternate brand post the expiry of the Suncorp Bank brand licence) and is net of $10m annual brand licence fee for the period of the brand licence. It is expectedthat synergies will be
phased in over years 4 to 6 post completion with full run rate synergies expected to be achieved by the end of year 6
4.Based on Suncorp Bank’s reported NTA attributable to ordinary shareholders as at 31 December 2021
5.As at December 2021. Suncorp Bank defines an MFI customer as a customer that transacts every two days and spends a minimum of$5,000 over a 90 day period
6.Based on forecast annual ANZ & Suncorp Bank earnings to 30 September 2023, and including the annualisedimpact of capital raising. Excludes transaction and integration costs and amortisationof any purchase price adjustments recognisedon acquisition. It is expected that
synergies will be phased in over years 4 to 6 post completion with full run rate synergies expected to be achieved by the end of year 6
7.Calculated in accordance with Australian Accounting Standard AASB133 ‘Earnings per Share’, with adjustments to reflect the bonuselement of the Entitlement Offer
8.The anticipated dividend is based on certain assumptions about ANZ’s future performance and expenditure and macro-economic conditions. There is no guarantee those assumptions will materialise, including if any of the principal risks and uncertainties associated with the
business outlined in this Presentation occur
AAccqquuiissiittiioonn ooff
SSuunnccoorrpp BBaannkk
FFiinnaanncciiaall
IImmppaacctt
TTrraaddiinngg
UUppddaattee
EEqquuiittyy
RRaaiissiinngg
•Agreed to acquire Suncorp Bank at a purchase price of $4.9b
1
, representing a P/E of 13.8x
2
pre synergies or 9.3x
3
post full run-rate synergies and 1.3x
P / N TA
4
•A high qualityAustralian banking franchise with ~1.2m customer relationships including >0.4m MFI
5
•Complementary to ANZ’s Australia Retail and Commercial businesses, adding operational scale and valuable geographic diversityaswell as
reweights ANZ’s business towards Australian retail and commercial banking
•Acquisitionexpected to complete in the second half of calendar year 2023
•Expected to be EPS neutral pre synergies on a pro forma FY23 basis, and low single digit EPS accretive including full run-rate synergies on a pro
forma FY23 basis
3,6,7
•Expected to be ROE neutral pre synergies on a pro forma FY23 basis, and marginally ROE accretive when including full run rate synergies on a pro
forma FY23 basis
3,6
•The ANZBGL Board anticipates a FY22 final dividend of 72 cents per share, subject to prevailing conditions
8
•Strong lending and margin momentum across all our major businesses in the quarter with revenue up 5% (6% FX adjusted) (Refer Section 4)
•Group NIM up 3 bps for the quarter, underlying NIM up 6bps (Refer Section 4)
•Costs across the Group remain tightly managed with run-the-bank costs expected to be broadly flat for the second half (Refer Section 4)
•Acquisition to be funded by a fully underwritten 1for 15pro rata accelerated renounceable entitlement offer to raise ~$3.5b of ordinary equity and
by existing capital
•New ANZ shares issued under the entitlement offer will rank equally with existing ANZ shares from the date of issue includingfuture dividends
This page contains forward-looking statements or opinions. Please refer to the Disclaimer and Important Notice with respect to such statements starting on page 1
7
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY INVESTMENT HIGHLIGHTS
1.As at December 2021. Suncorp Bank defines an MFI customer as a customer that transacts every two days and spends a minimum of$5,000 over 90 day period
2.Suncorp Bank NPS of +15 as reported in Suncorp Group FY21 Annual Report
3.As at December 2021
4.2H22 annualised growth rate as per Suncorp Group’s 18 July ASX release
5.See footnote 2 on page 6. For the 12 months to June 2022 for Suncorp Bank, for the 12 months to 31 March 2022 for ANZ and excluding large/notable items
6.As at December 2021 for Suncorp Bank and 31 March 2022 for ANZ
7.Source: www.tiq.qld.gov.au/international-business/doing-business-in-queensland/economy
8.ANZ GLA as at May 2022 for AR&C, Suncorp Bank GLA as at December 2021
9.ANZ Australia retail deposits as at March 2022 (retail offsets included under transaction deposits). Suncorp Bank retail deposits (excluding treasury deposits) as at December 2021. The retail portion of Suncorp Bank’s term deposits is calculated as 73%,inline with the retail portion of Suncorp Bank’s savings accounts
10.APRA Monthly ADI Statistics as at 31 May 2022
11.Includes expected annual cost synergies of ~$260m pre-tax (assuming the preservation of an alternate brand post the expiry of the Suncorp Bank brand licence) and is net of $10m annual brand licence fee for the period of the brand licence. It is expectedthat synergies will be phased in over years 4 to 6 post completion with full
run rate synergies expected to be achieved by the end of year 6
12.Based on forecast annual ANZ & Suncorp Bank earnings to 30 September 2023, and including the annualised impact of capital raising. Excludes transaction and integration costs and amortisation of any purchase price adjustments recognised on acquisition. It is expected that synergies will be phased in over years 4 to 6 post
completion with full run rate synergies expected to be achieved by the end of year 6
13.Calculated in accordance with Australian Accounting Standard AASB133 ‘Earnings per Share’, with adjustments to reflect the bonuselement of the Entitlement Offer
14.The anticipated dividend is based on certain assumptions about ANZ’s future performance and expenditure and macro-economic conditions. There is no guarantee those assumptions will materialise, including if any of the principal risks and uncertainties associated with the business outlined in this Presentation occur
High quality franchise with ~1.2m customer relationships, including >0.4m MFI
1
, and high customer NPS
2
$47b of home loans with a strong risk profile, $45b in high-quality deposits and $11b in commercial loans
3
Good business momentum, particularly in home loans, ~12% net home lending growth for the 6 month period to June 2022
4
SSuunnccoorrpp BBaannkk iiss aa
hhiigghh qquuaalliittyy ffrraanncchhiissee
RReebbaallaanncceess AANNZZ
ttoowwaarrddss AAuussttrraalliiaann
RReettaaiill && CCoommmmeerrcciiaall
~10% increase in Australian Retail & Commercial earnings
5
Broadens ANZ’s eastern seaboard penetration, increasing ANZ’s Queensland home lending exposure by over 50%
6
Queensland is a growth State of economic importance –the fastest growing domestic economy over the past two decades
7
IInnccrreeaasseess AANNZZ’’ss ssccaallee
Material increase in attractive lending and deposit areas with 17%
8
increase in Australia’s mortgage book and 22%
9
in retail deposits
Moves ANZ combined with Suncorp Bank to number 3 in housing lending and household deposits
10
Adds operational and investment scale – benefits to the group will begin to accrue from completion
AAttttrraaccttiivvee ffiinnaanncciiaall
rreettuurrnnss
Expected to be EPS neutral pre synergies on a pro forma FY23 basis, and low single digit EPS accretive including full run-rate synergies on a pro forma FY23
basis
11,12,13
Expected to be ROE neutral pre synergies on a pro forma FY23 basis, and marginally ROE accretive when including full run ratesynergies on a pro forma
FY23 basis
11,12
Estimated annual pre-tax cost synergy benefits of ~$260m (representing ~35% of Suncorp Bank’s June-22 cost base)
11
The ANZBGL Board anticipates a FY22 final dividend of 72 cents per share, subject to prevailing conditions
14
This page contains forward-looking statements or opinions. Please refer to the Disclaimer and Important Notice with respect to such statements starting on page 1
SECTION 6 CONTINUED
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8
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EXECUTING IN LINE WITH OUR FOUR STRATEGIC IMPERATIVES
CCrreeaattiinngg aa ssiimmpplleerr,,
bbeetttteerr bbaallaanncceedd bbaannkk
FFooccuussiinngg oonn aarreeaass
wwhheerree wwee ccaann wwiinn
BBuuiillddiinngg aa ssuuppeerriioorr eevveerryyddaayy
eexxppeerriieennccee ttoo ccoommppeettee iinn
tthhee ddiiggiittaall aaggee
DDrriivviinngg aa ppuurrppoossee aanndd
vvaalluueess lleedd ttrraannssffoorrmmaattiioonn
With much of the work to simplify and
strengthen the bank completed, and our
digital transformation well-progressed, we
are now in a position to invest in and
reshape our Australian business. This will
result in a stronger, more balanced bank
for customers and shareholders.
9
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
WE HAVE SIMPLIFIED & STRENGTHENED THE BANK
1.1H22 Non-core refers to Asia partnerships
ANZ CAPITAL ALLOCATION
11HH1166
Over this time, we’ve sold2299 bbuussiinneesssseess, and reshaped
the Institutional business, r
reelleeaassiinngg oovveerr $$1133bb iinn ccaappiittaall
Non-core
1
InstitutionalRetail & Commercial
11HH2222
ANZ RISK PERFORMANCE
Long run loss rate (IEL) bps
35
32
26
22
20
FY151H22FY17FY19FY21
19
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Retail Entitlement Offer
10
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
TOTAL ANZ INVESTMENT SPEND ($m)
INVESTMENT EXAMPLES
WE ARE PROGRESSING OUR DIGITAL TRANSFORMATION
•New retail platform ANZ Plus
•Sustainable financing capabilities
•New Retail FX proposition
•Migration of apps to Cloud
•Single customer service tool
Basis: ContinuingOperations
49%
1H20
12%
1H22
53%
35%
46%
5%
663
1,043
Growth, Productivity & SimplificationRegulatory, Compliance & RiskAsset Lifecycle Mgt
Purpose-led propositions
that people love to use
Mobile-first, human
supported
Simplified, high integrity,
highly automated platform
Customer centric
leading workplace
ANZ PLUS
11
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
ACCELERATING OUR FOCUS IN AREAS WHERE WE CAN WIN
To improve the financial wellbeing &
sustainability of our customers
We will do this by providing excellent services, tools and insights
that engage and retain customers and positively change their
behaviour
Help people save
for, buy & own a
sustainable,
liveableand
affordable home
Help companies
move goods and
capital around the
region and
sustainably grow
their business
Help people start
or buy and
sustainably grow
their business
ANZ STRATEGY
Flexible digital
banking
PPllaattffoorrmmss
PPaarrttnneerrsshhiippss
that unlock
new value
PPrrooppoossiittiioonnss
our customers
love
Purpose and
values-led
PPeeooppllee
GIVING CUSTOMERS ACCESS TO
SECTION 6 CONTINUED
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SUNCORP BANK IS A HIGH QUALITY FRANCHISE THAT STRONGLY ALIGNS
WITH OUR FOUR STRATEGIC IMPERATIVES
1.Suncorp Bank NPS of +15 as reported in Suncorp Group FY21 Annual Report
2.For the 1H 22 period as disclosed in Suncorp Bank’s Investor Pack for the half year ending 31 December 2021 (Source: Roy Morgan)
•Suncorp Bank is a high quality franchise
•Attractive MFI customer base
•High customer Net Promoter Score
1
•Ranked #2 in home loan satisfaction
2
•Good quality Commercial Banking business
•Good business momentum particularly in home loans
•Complementary portfolio geographic mix given:
•Suncorp Bank’s strength in Queensland and Northern New South Wales
•The high growth characteristics of Queensland
•Good cultural alignment – a natural fit of cultures, approach to ESG, risk appetites and customer focus
13
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
COMMITMENT TO QUEENSLAND
1.From completion. Acquisitionexpected to complete in second half calendar year 2023
COMMITMENT TO QUEENSLAND
•Allocating $15b of new lending as part of ANZ’s existing
renewable lending commitments to support Queensland
renewable projects and green Olympic Games infrastructure
as well as $10b of new lending for energy projects
particularly those targeting bioenergy and hydrogen over
the next decade
•$10b of lending made available to support Queensland
businesses over the next three years
ACQUISITION OF SUNCORP BANK
1
•ANZ has licenced the Suncorp Bank brand for 5-7 years
•For at least three years from completion, no changes to the
total number of Suncorp Bank Queensland branches
•Suncorp Bank will continue to be led by CEO Clive van Horen,
who will join ANZ’s Executive Committee post completion
•The acquisition will not result in any net job losses in
Queensland for Suncorp Bank for at least three years
post completion
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AACCQQUUIISSIITTIIOONN OOFF SSUUNNCCOORRPP BBAANNKK
SECTION 2
15
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
ACQUISITION OF SUNCORP BANK
TTrraannssaaccttiioonn OOvveerrvviieeww
•Agreed to acquire Suncorp Bank at a purchase price of $4.9b
1
•Acquisition aligns with ANZ’s strategy and priorities to help people save for, buy & own a sustainable, liveableand affordable home,
and help people start or buy and sustainably grow their business
•Continuity of Suncorp Bank brand for banking customers, ANZ has licencedthe Suncorp Bank brand for 5-7 years from completion
F
Fiinnaanncciiaall IImmppaaccttss
•Suncorp Bank NPAT of ~$355m
2
for the year ended 30 June 2022
•Expected annual cost synergies of ~$260m pre-tax (~35% of Suncorp Bank FY22 reported cost base)
3
•Estimated pre-tax integration costs of ~$680m with majority incurred over a five year period
3
•Expected net impact on Level 1 and Level 2 CET1 of approximately 28bps and -34bps respectively on a pro forma basis as at June 2022
4
•Represents a P/E of 13.8x
5
pre synergies or 9.3x
6
post full run-rate synergies and 1.3x P/NTA
7
CCoonnddiittiioonnss aanndd TTiimmiinngg
•The acquisition is subject to a minimum completion period of 12 months and to certain conditions
•Conditions include Federal Treasurer approval, Australian Competition and Consumer Commission authorisationor approval and
certain amendments to the State Financial Institutions and MetwayMerger Act 1996 (Qld)
•Completion expected in the second half of calendar year 2023
1.See footnote 1 on page 6
2.See footnote 2 on page 6
3.See page 21 for further information
4.CET1 impact assumes equity raise of ~$3.5b and completion in fourth quarter of ANZ’s 2023 financial year
5.See footnote 2 on page 6
6.See footnote 3 on page 6
7.See footnote 4 on page 6
This page contains forward-looking statements or opinions. Please refer to the Disclaimer and Important Notice with respect to such statements starting on page 1
SECTION 6 CONTINUED
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ACQUIRING A STRONG CUSTOMER FRANCHISE IN A HIGH GROWTH STATE
TTaarrggeettiinngg
ggrroowwtthh iinn
QQuueeeennssllaanndd
•ANZ is currently under-represented in Queensland –a growth State of economic importance, the fastest growing domestic economy over the past two decades
1
−QLD’s Gross State Product (“GSP”) grew 2% in 2020-21
2
and is expected to strengthen further to 3% in 2021-22(faster growth vs. NSW and VIC)
3
•Australia’s largest interstate migration destination
2
. Since March 2020, Queensland interstate migration has been greater than any other State or territory
•The Suncorp Bank lending portfolio is geographically complementary to ANZ’s existing portfolio
•Increases ANZ’s Queensland home lending exposure by over 50% (December 2021 for Suncorp Bank and 31 March 2022 for ANZ)
•Community focused with a deep history of building relationships and supporting over 700k customers in Queensland
AAccqquuiissiittiioonn ooff aa
ssttrroonngg ccuussttoommeerr
ffrraanncchhiissee
•Attractive MFI customer base (~40% of customers are MFI customers), with Suncorp Bank having strong brand recognition
•High customer Net Promoter Score (NPS)
4
•Opportunity for deeper and stronger customer relationships due to lower revenue per customer compared to ANZ
•$47b of home loans with strong risk profile, $45b in high-quality deposits and $11b in commercial loans
•Positive momentum across Mortgages coupled with an attractive deposit base
•Recognised as Bank of the Year for the last 5 years (Money Magazine)
•Ranked #2 in home loan customer satisfaction across the market
5
CCoommbbiinnaattiioonn ooff
ccoommpplleemmeennttaarryy
bbuussiinneesssseess
•$59bn increase in Gross Loans & Advances, $45bn increase in customer deposits, $1.2bn increase in net operating income, and $0.4bn increase in NPAT
•The transaction will also provide an opportunity to realise cost synergies and potential capital release upon achieving A-IRB
6
status (~3 years post completion),
along with expected funding synergies post completion
•Increase in ANZ’s Australian-sourced income by ~2-3%
1.Source: www.tiq.qld.gov.au/international-business/doing-business-in-queensland/economy
2.Source: Australian Bureau of Statistics
3.Source: budget.qld.gov.au
4.See footnote 1 on page 12
5.For the 1H 22 period as disclosed in Suncorp Bank’s Investor Pack for the half year ending 31 December 2021 (Source: Roy Morgan)
6.APRA Advanced Internal-ratings Based approach
This page contains forward-looking statements or opinions. Please refer to the Disclaimer and Important Notice with respect to such statements starting on page 1
17
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
ATTRACTIVE QUEENSLAND-FOCUSED BUSINESS WITH A STRONG
CUSTOMER FRANCHISE
1.As at December 2021
2.‘Other’ comprises of ‘Housing line of credit’ ($1bn) and ‘Securitisedhousing loans and covered bonds’ ($4bn).
$$5588..66bbnn
GGLLAA
11
Opportunity for growth in a balanced
business lending portfolio
Above system growth underpinned by
increased broker engagement and
enhanced efficiency processes
Strong Queensland franchise with
$59bn loan book and $45bn in
customer deposits
1
Strong level of deposits as a % of GLA
(~76%), representing an economical
source of funding
2
BUSINESS LENDING
1
MORTGAGES
1
GEOGRAPHIC
DISTRIBUTION
1
TOTAL DEPOSITS
1
48%
28%
13%
6%
5%
QLD
NSW
SA & Other
VIC
WA
$47.3b
Housing loans
(Owner)
65%
Housing loans
(Investor)
24%
Other
2
10%
$47.3b
Other 11%
VIC & TAS 14%
NSW & ACT
30%
QLD 45%
2
$11.2b
SME 24%
Commercial
39%
Agribusiness
37%
$11.2b
Other 4%
VIC 14%
NSW 25%
QLD 57%
$44.8b
At-call
transactions
43%
At-call savings
38%
Term deposits
19%
23
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BUSINESS LENDING
1
MORTGAGES
1
GEOGRAPHIC
DISTRIBUTION
1
RETAIL DEPOSITS
3,4
+20% increase+22% increase+17% increase
Re-weights ANZ’s mortgage lending in
key QLD market
Re-weighting of total lending in line
with QLD’s growing GDP contribution
2
1.ANZ GLA as at May 2022 for AR&C, Suncorp Bank GLA as at December 2021
2.ABS statistics
3.ANZ Australia retail deposits as at March 2022 (retail offsets included under transaction deposits). Suncorp Bank retail deposits (excluding treasury deposits) as at December 2021 (Suncorp Bank’s split of term depositsby retail and commercial is not available. The retail portion of
Suncorp Bank’s term deposits is assumed to be 73%, in line with the retail portion of Suncorp Bank’s savings accounts)
4.The impact on ANZ’s LCR and NSFR is expected to be broadly neutral following completion of the acquisition
The transaction increases ANZ’s Queensland retail customer base from 1.1 million to 1.8 million
+17% increase
Increased exposure to SME, property
lending and agribusiness in QLD
Consistent depositsmix
SUNCORP BANK INCREASES ANZ’S EXPOSURE TO QUEENSLAND
$344b
$403b
Other 18%
VIC & TAS
34%
NSW & ACT
34%
QLD 14%
Other 17%
VIC & TAS
31%
NSW & ACT
33%
QLD 19%
$278b
$326b
Other 17%
VIC & TAS
35%
NSW & ACT
33%
QLD 15%
Other 16%
VIC & TAS
32%
NSW & ACT
33%
QLD 19%
$56b
$67b
Other 23%
VIC & TAS
34%
NSW & ACT
28%
QLD 15%
Other 19%
VIC & TAS
31%
NSW & ACT
28%
QLD 22%
$147b
$179b
TD 10%
Savings
45%
Transaction
45%
TD 10%
Savings
44%
Transaction
46%
19
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Source: APRA Monthly ADI Statistics as at 31 May 2022 published 30 June 2022 (data may vary from company disclosures)
1.Business lending defined as Total residents loans and finance leases excluding Households lending and Financial Institutions lending
2.Business deposits adjusted to exclude deposits from financial institutions
PROVIDES INCREASED SCALE AND DIVERSIFICATION
HOUSEHOLD DEPOSITS
BUSINESS LENDING
1
HOUSING LENDING
BUSINESS DEPOSITS
2
(A$bn)(A$bn)
(A$bn)
(A$bn)
517
430
307
289
261
Peer 1Peer 2Peer 3
350
259
188
170
157
Peer 3Peer 2Peer 1
203
181
140
138
126
Peer 3Peer 1Peer 2
230
191
174
156
145
Peer 3Peer 1Peer 2
SECTION 6 CONTINUED
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20
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STRONG ALIGNMENT OF PURPOSE AND CUSTOMER PROPOSITION
Purpose / Ambition
To shape a world where people and communities thriveCreate a brighter future
Strategy &
priorities
To improve the financial wellbeing & sustainability of our customersBanking you can feel good about
How we’ll achieve
our strategy
People & culture
ESG focus areas
SSUUNNCCOORRPP BBAANNKK
Flexible digital
banking
PPllaattffoorrmmss
PPaarrttnneerrsshhiippss
that unlock new
value
PPrrooppoossiittiioonnss
our customers
love
Help people save for,
buy & own a sustainable,
liveableand affordable
home
Help companies move goods
and capital around the region
and sustainably grow their
business
Help people start or buy
and sustainably grow their
business
Win in home
lending
Accelerate Everyday
Banking
Grow business customers
Optimise
distribution
Customer
obsession
Lead with digital
Purpose and
values-led
P
Peeooppllee
Create opportunities, deliver what
matters & succeed together
Driving integrity, collaboration,
accountability, respect & excellence
Environmental
sustainability
Invest in the capabilities required for
today and tomorrow
High performance culture driving
outcomes
Financial well-being
Fundamental to our approach is a commitment to fair and responsible banking
Automate,
partner &
simplify
Housing
AANNZZ
Sustainability
Wellbeing
Diversity and inclusion
21
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
1.APRA Advanced Internal-ratings Based (AIRB) approach
PROPOSED OPERATING MODEL IS ROBUST, FOCUSED ON LONG-TERM
GROWTH & CONTINUITY
PPrree--CCoommpplleettiioonnSSoolliiddiiffyyiinngg GGrroowwtthhMMiiggrraattiioonn aanndd TTrraannssffoorrmmaattiioonn
TTiimmeeffrraammee~ 12 months~ 3 yearsBeyond
DDeessccrriippttiioonn ooff
ooppeerraattiioonnss
•Joint integration planning and
collaboration
•Finalisationof transitional services,
target operating model and
integration workstreams
•Obtain requisite approvals (Federal
Treasurer, ACCC) and certain
amendments to the State Financial
Institutions and MetwayMerger Act
1996 (Qld)
•Transitional Service Agreement for a 2-3 year period
•Suncorp Bank operates separately from ANZ under its
own ADI licence (under a brand licence)
•The acquisition will not result in any net job losses in
Queensland for Suncorp Bank for at least three years
post completion
•Step change for ANZ Retail (+17% residential
mortgages, +18% retail banking customers)
•ANZ and Suncorp Bank retail customers aligned onto ANZ Plus
−Continued positive customer experience further enhanced
by ANZ’s focus on investment in technology
−Opportunity to deepen and broaden customer engagement
and relationships, achieving greater penetration
•Broader, enhanced product offering by ANZ to commercial
customers (e.g. ANZ GoBiz)
SSyynneerrggiieess
•Not applicable
•No net cost synergies prior to system migration due to
continued separate operation of Suncorp Bank in order
to maintain strong customer franchise and continue to
deliver on recent momentum
•Estimated full run-rate annual cost synergies of ~$260m (pre-tax),
arising from the integration and consolidation of platforms
−This represents ~35% of Suncorp Bank’s FY22 reported cost
base
−It is expected that synergies will be phased in over years 4 to
6 post completion with full run rate synergies expected to be
achieved by the end of year 6
−Assumes preservation of an alternate brand post expiry of
the Suncorp Bank brand licence
•Potential capital released upon achieving A-IRB
1
status (~3 years
post completion), along with expected funding synergies post
completion
IInntteeggrraattiioonn
ccoossttss
•~$40m•~$400m•~$240m
CCoommpplleettiioonn
This page contains forward-looking statements or opinions. Please refer to the Disclaimer and Important Notice with respect to such statements starting on page 1
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CCOOMMBBIINNEEDD FFIINNAANNCCIIAALL OOUUTTCCOOMMEESS
SECTION 3
23
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
SUMMARY OF FINANCIAL IMPACTS
1.See footnote 1 on page 6
2.As at 30 June 2022 (this balance was $0.9b as at 31 December 2021)
3.See footnote 2 on page 6
4.See footnotes 3, 6 and 7 on page 6
5.See footnotes 3 and 6 on page 6
6.ANZ expects to incur transaction costs directly related to the acquisition of ~$20m. The estimated transaction costs associated with the equity raise are ~$50m
Acquisition of
Suncorp Bank
6
•Agreed to acquire Suncorp Bank at a purchase price of $4.9b
1
along with $0.6b
2
for Suncorp Bank AT1 capital notes
Earnings, Synergies
and Integration
•Suncorp Bank NPAT of ~$355m
3
for the year ended 30 June 2022
•Estimated annual pre-tax cost synergy benefits of ~$260m (representing ~35% of Suncorp Bank’s June-22cost base) that will be largely realised in years
4 to 6 post completion, with full run rate synergies expected to be achieved by the end of year 6
•Potential capital synergies to be released upon achieving A-IRB status (approx. 3 years post completion), along with expected funding synergies post
completion
•Estimated pre-tax integration costs of $680m with majority incurred over a five year period
Financial
Impact
EPS
4
•Expected to be EPS neutral pre synergies on a pro forma FY23 basis, and low single digit EPS accretive including full run-rate synergies on a pro forma
FY23 basis
ROE
5
•Expected to be ROE neutral pre synergies on a pro forma FY23 basis, and marginally ROE accretive when including full run-rate synergies on a pro forma
FY23 basis
Balance Sheet Impact
•Acquisition of Suncorp Bank to be funded through $3.5b equity raising
6
and $1.4b from ANZ’s existing resources
•Expected impact on Level 2 CET1 ratio of approximately -110bps on completion. Level 1 impact is approximately -60bps reflecting lower APRA capital
requirement for Suncorp Bank whilst it is operating as a separate licensed ADI
•Broadly neutral impact on ANZ’s LCR and NSFR
Timing
•Expected completion during the second half of calendar year 2023
This page contains forward-looking statements or opinions. Please refer to the Disclaimer and Important Notice with respect to such statements starting on page 1
SECTION 6 CONTINUED
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
SUMMARY OF FINANCIAL INFORMATION –PRO FORMA PROFIT AND LOSS
1
1.The pro forma financial information does not include the impact of the purchase price allocation exercise which will be undertaken upon completion, alignment of accounting policies or alignment of financial periods. It also excludes the future anticipatedintegration costs and
synergistic benefits arising from the acquisition.
2.The financial information for ANZ’s continuing operations has been compiled from financial information included in the 31 March 2022 Half Year Financial Results Announcement
3.Suncorp Bank financials have been sourced from the unaudited trading update for the twelve months ended 30 June 2022 released on 18 July 2022
4.Cash profit for ANZ excludes non-core items included in statutory profit with the net after tax adjustment a reduction to statutory profit of $443m made up of several items. Cash profit for Suncorp Bank assumed to equal banking profit after tax and is sourced from the unaudited
Trading update for the twelve months ended released on 18 July 2022
5.See footnote 2 on page 6
6.Prepared on a cash basis derived from financial information included in ANZ’s 31 March 2022 Half Year Financial Results Announcement
PPrrooffiitt aanndd lloossss ((AA$$mm))
AANNZZ
((LLTTMM MMaarr--2222))
22
SSuunnccoorrpp BBaannkk
((LLTTMM JJuunn--2222))
33
CCoommbbiinneedd
Net interest income 14,2751,24515,520
Other operating income 3,69733,700
Operating income 17,9721,24819,220
Operating expenses (9,360)(736)(10,096)
Profit before credit impairment
and income tax expense
8,6125129,124
Credit impairment release36014374
Income tax expense and non-
controlling interest
(2,651)(158)(2,809)
C
Caasshh pprrooffiitt
44
66,,33221133668866,,668899
Adjustments: Dividend paid on
capital notes
5
--(13)(13)
C
Caasshh pprrooffiitt aattttrriibbuuttaabbllee ttoo
oorrddiinnaarryy sshhaarreehhoollddeerrss
66,,33221133555566,,667766
SUNCORPBANK TRADING UPDATE
Suncorp Group released Suncorp Bank’s unaudited trading update for the 12 months ended 30 June 2022
on the ASX on 18 July 2022:
•Lending growth supported by strong turnaround times and credit quality:
•Time to unconditional approval 9.1 days in 2H22 vs 17.4 days in PCP
•Origination LVR 66% in 2H22 vs 73% PCP; LVR >80% at 10% vs 19% PCP
•Arrears at multi-year lows
•NIMs down 7bps in 2H22 (competitive pressures, higher liquids, mix)
•Decline in other operating income impacted by mark-to-market movements in economic hedges
•Collective provision balance stable at $180m half-on-half
•Reaffirm CTI target of ~50% by end FY23
ANZ BANK TRADING UPDATE
•Refer to Section 4
SSuummmmaarryy ooff kkeeyy mmeettrriiccssAANNZZ
66
SSuunnccoorrpp BBaannkk
33
NIM (%)1.61%1.93%
CTI (%)52.1%59.0%
25
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
1.The pro forma financial information does not include the impact of the purchase price allocation exercise which will be undertaken upon completion, alignment of accounting policies or alignment of financial periods
2.ANZ financials have been prepared based on reviewed accounts for the 6 months ended 31 March 2022
3.Suncorp Bank financials are unaudited and have been sourced from the Suncorp Group Ltd Investor Pack: Financial results for the half year ending 31 December 2021
4.No pro forma adjustment has been made for the impact of ANZ’s interim dividend paid on 1 July 2022 of $1.8b (dividend declared net of the dividend reinvestment plan). This is reflected in the June 2022 CET1 % presented on page 26
5.In June 2022, Suncorp Bank redeemed $375 million of its AT1 capital notes
BBaallaannccee SShheeeett ((AA$$bb))
AANNZZ
((MMaarr--2222))
22
SSuunnccoorrpp BBaannkk
((DDeecc--2211))
33
PPrroo ffoorrmmaa
aaddjjuussttmmeennttss
44
CCoommbbiinneedd
Cash and cash equivalents 168.10.1(2.3)165.9
Investment securities79.84.784.5
Loans and advances651.458.4709.8
Goodwill & other Intangibles4.10.31.05.4
Other assets 114.06.8120.8
T
Toottaall aasssseettss 11,,001177..447700..33 ((11..33))11,,008866..44
Deposits & other borrowings780.344.8825.1
Debt issuances87.219.5106.7
Other liabilities88.11.289.3
T
Toottaall eeqquuiittyy 6611..8844..88 ((11..33))6655..33
SUMMARY OF FINANCIAL INFORMATION –PRO FORMA BALANCE SHEET
1
PRO FORMA ADJUSTMENTS
•Pro forma balance sheet is presented to show the impact of the acquisition of Suncorp
Bank and the equity raise on the Mar’22 balance sheet of the ANZBGL Group
•The following adjustments have been made
•Cash and cash equivalents have been adjusted by:
•$1.4b the expected cash acquisition cost to acquire the issued capital of
Suncorp Bank ($4.9b less the cash proceeds from the equity raise of $3.5b)
•$0.9b
5
for the expected acquisition cost to acquire the Suncorp Bank AT1
instruments
•Goodwill and other intangibles adjustment of $1b represents the difference
between:
•the cash consideration for the share capital of Suncorp Bank of $4.9b and
$0.9b
5
for the AT1 instrument; and
•the acquired share capital of $3.9b and AT1 capital notes of $0.9b
5
•The final purchase price is subject to completion adjustments and may be more or less
than $4.9b
•A full purchase price allocation exercise will be undertaken upon completion
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26
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
11.1
0.8
Jun-22Equity Raise
($3.5bn)
-1.1
Suncorp Bank
(Completion)
2
Jun-22 Pro Forma
10.7
%
LEVEL 2 (CET1 %)
1
%
LEVEL 1 (CET1 %)
1.Chart may not add through to total due to rounding
2.Suncorp Bank capital requirement at Completion: Level 2 – Includes goodwill as capital deductions and Suncorp Bank’s RWA on Completion. Level 1 – Includes goodwill as capital deductions and RWA requirements for intra-group exposures between ANZ and SuncorpBank
JUNE PRO FORMA CAPITAL POSITION FOR ACQUISITION & EQUITY RAISE
Net of ~$1.8bn 1H22 dividend paid 1
July 2022 (~40bps CET1 impact)
Net of ~$1.8bn 1H22 dividend paid 1
July 2022 (~50bps CET1 impact)
10.4
10.7
0.9
Jun-22
-0.6
Equity Raise
($3.5bn)
Suncorp Bank
(Completion)
2
Jun-22 Pro Forma
33QQ2222 TTRRAADDIINNGG UUPPDDAATTEE
SECTION 4
SECTION 6 CONTINUED
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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
1.All numbers provided are on an unaudited cash profit basis and exclude Large / Notable items
2.All comparisons are relative to the average of the first and second quarters of Financial Year 2022 unless otherwise stated.
3.Excludes the impact of foreign currency translation and the acquisition of Cashrewards.
OVERVIEW
1
FFiinnaanncciiaall
ppeerrffoorrmmaannccee
•Strong lleennddiinngg aanndd mmaarrggiinn mmoommeennttuumm was evident across all our major businesses in the quarter, with revenue up 5% (up 6% FX adjusted)
2
. Deposits were flat
excluding FX impacts
•Adding operational capacity and processing resilience in our A
Auussttrraalliiaann HHoommee LLooaann bbuussiinneessss has helped deliver consistently faster turnaround times across all
channels, and we are in line with major peers for our key customer segments. Lending volumes grew $2.0 billion (3% annualised) in the third quarter, with particularly
strong growth in June. We remain on track to grow in line with the Australian major banks before the end of the financial year and are delivering growth with an eye to
maintaining margin performance and credit quality
•Our C
Coommmmeerrcciiaall bbuussiinneessssis already benefiting from an increased focus following the recent restructure, with good lending growth in the quarter (up 11%
annualised)
•In N
Neeww ZZeeaallaanndd ANZ has delivered disciplined growth across core products
•The I
Innssttiittuuttiioonnaall bbuussiinneessss performed well with customer lending growth focussedon delivering sustainable, high quality and well diversified balance sheet growth.
•M
Maarrkkeettssrevenue was $435 million for the quarter, up 7% however we note that conditions remain volatile and challenging
•The G
Grroouupp NNeett IInntteerreesstt MMaarrggiinn ((NNIIMM)) increased 3bps for the quarter and underlying NIM was up 6bps to 164bps (1H22: 158bps) with margins improving across all
businesses. This was largely driven by the impact of rising rates, partly offset by intense price competition in the home lending portfolios in Australia and New
Zealand. With interest rates projected to increase further in coming months, this is expected to be supportive for margins inthe fourth quarter
•C
Coossttssacross the ANZ Group remain tightly managed, with ‘run-the-bank’ costs
3
expected to be broadly flat for the second half despite inflationary pressures. We
continue to invest in the business at record levels, with investment expense expected to be slightly higher in the second half as we finaliseour compliance with BS11
in New Zealand
P
Prroovviissiioonnss &&
ccrreeddiitt qquuaalliittyy
•The continued low level of Individual Provisions led to a $14m credit provision charge for the third quarter (IP $14m, CP $0m). The Collective Provision balance was flat
for the quarter (before FX), with portfolio credit quality improvements offset by a modest increase in overlays to accommodate the uncertain economic outlook
•We are conscious of risks to the domestic and global economic outlook from factors such as higher inflation and interest rates over the quarter, and in line with that
the Group has maintained a Collective Provision balance at 30 June 2022 of $3.78b, which is $403m higher than pre-COVID levels at 30 September 2019
C
Caappiittaall •The Group’s Common Equity Tier One ratio (Level 2) of 11.1% (Level 1: 10.4%) includes the impact of the interim dividend (-41bps), broad-based lending growth across
the portfolio (-17bps) and IRRBB RWA including associated DTA impacts (-14 bps). We note that much of IRRBB RWA does, all else being equal, unwind over time
This page contains forward-looking statements or opinions. Please refer to the Disclaimer and Important Notice with respect to such statements starting on page 1
29
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
CAPITAL
APRA LEVEL 2 CET1 RATIO -CAPITAL MOVEMENT
%
BBaasseell IIIIII AAPPRRAA LLeevveell 22 CCEETT11BBaasseell IIIIII AAPPRRAA LLeevveell 11 CCEETT11
Sep-21Dec-21Mar-22Jun-22Sep-21Dec-21Mar-22Jun-22
Common Equity Tier 1 Capital (AUD m)51,35950,18650,51149,97645,55544,10141,02140,025
Total Risk Weighted Assets (AUD m)416,086430,924437,910451,213379,387393,522370,715384,319
C
Coommmmoonn EEqquuiittyy TTiieerr 11 CCaappiittaall RRaattiioo1122..33%%1111..66%%1111..55%%1111..11%%1122..00%%1111..22%%1111..11%%1100..44%%
11.53
11.080.27
Jun-22Interim FY22 dividend
(net of DRP)
Mar-22
-0.41
Underlying CRWAIRRBB RWA
(incl. assoc. DTA)
-0.14
Q3 capital generation
& other
-0.17
Further detail on
the following page
11.07%
10.41%
Level 1
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INTEREST RATE RISK IN THE BANKING BOOK (IRRBB)
1.IToCincludes interest rate insensitive deposits and capital
2.RWA decay profile is representative of the IToCportfolio as at 30 June 2022. Any additional investment and/or changes in interest rates will alter this profile, and any respective future embedded gains or losses
IRRBB RWA IS PRIMARILY DRIVEN BY RATE MOVEMENTS
•ANZ invests our Investment Term of Capital (IToC)
1
along the yield curve to improve and
smooth shareholder returns over time
•ANZ’s recent increase in IRRBB RWA is primarily attributed to notional market value loss
on the bank’s IToC
•APS117 benchmarks IToCas rolling 12 months whereas ANZ typically invests Capital over
3-5 years
•Differences in market pricing between these IToCtenors creates a notional market value
loss, held in the form of IRRBB RWA
•As ANZ’s actual Capital has been hedged, the IToClosses under APS117 will not be
realised through P/L
•The 3 year AUD swap rate increased by 103bps between 31 March and 30 June 2022 and
decreased 16bps between 30 June and 14 July 2022
•Whilst many offshore jurisdictions require banks to include IRRBB RWA as a Pillar 2 capital
buffer, APRA requires major Australian banks to include it as part of the banks’ RWA
requirement
•Under current market rates, approximately half of the notional IToCmarket value losses
can be expected to unwind by early 2024
RISK WEIGHTED ASSETS –IRRBB ($b)
0.14%
0.35%
0.52%
2.60%
3.63%
50
40
-10
20
0
30
10
38
33
Sep-20Sep-21Mar-21Mar-22Jun-22
14
10
18
Embedded Gains/Losses
3 yr AUD Swap Rate(%)
Basis & Optionality Risk
Repricing & Yield Curve Risk
30
20
10
0
202520232026Jun
22
20242027
IRRBB RWA
IRRBB EMBEDDED GAIN/LOSS -RWA DECAY
2
($b)
The 3 year
AUD swap rate
decreased
16bps 30 June
- 14 July 2022
31
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1.Excluding Large / Notable items and Markets Balance Sheet activities
2.Includes the impact of discretionary liquid assets and other Balance Sheet activities
GROUP NET INTEREST MARGIN (NIM)
bps
6bps
3bps
Ongoing
competition
158
164
161
3
10
3Q22 underlying
1
Liquidity3Q22Wholesale
funding &
Deposit pricing
1H22Earnings on
Capital and
Replicated
Portfolio
Asset &
funding mix
Asset pricingMarkets
Balance Sheet
activities
2
Large /
Notable items
0
-7
0
-3
0
Reversal of margin
compression on low
rate deposits
Higher rate
benefits
SECTION 6 CONTINUED
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NIM CONSIDERATIONS
POSITIVES
Reversal of margin compression on low rate deposits
experienced in 2020 and 2021
Higher earnings on capital and replicated deposit portfolio
from rising interest rates
Increasing mix of variable Home Loan flows
Mix benefits including growth in Australian Home Loans
Personal lending and card activity
Competitive pressures
Impact of higher swap rates on fixed rate products incl.
mortgages
Customer preferences shifting from At-Call to Term
Deposits
Higher wholesale debt costs
Longer term Near term
NEGATIVES
This page may contain forward-looking statements or opinions. Please refer to ANZ’s Disclaimer and Important Notice with respectto such statements on page 1
CONSIDERATIONS REMAIN CONSISTENT WITH DISCLOSURES AT 1H22 RESULTS
Basis risk from wider short term
market spreads
33
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LOANS AND DEPOSITS
1
NET LOANS & ADVANCES
1.Basis: Cash Profit, Continuing Operations excluding Large / Notable items
CUSTOMER DEPOSITS
Australia housing ($b)Australia Commercial ($b)Institutional ($b)New Zealand Division (NZDb)
58
59
Mar-22Jun-22
++33%%
278
280
Jun-22Mar-22
++11%%
175
187
Mar-22Jun-22
77%%
139
140
Mar-22Jun-22
11%%
~50% of growth from
Financial Institutions
Australia Retail ($b)Australia Commercial ($b)Institutional ($b)New Zealand Division (NZDb)
66
65
41
41
26
26
14
Mar-22
14
Jun-22
147
147
Savings
Term Deposits
Offset
Transact
67
65
19
20
30
31
Mar-22Jun-22
116116
2222
36
37
5048
Mar-22
107
Jun-22
108
93
104
130
131
20
Mar-22Jun-22
19
244
254
SavingsTransact
Term Deposits
Savings
Term Deposits
Transact
NZ
Aus & PNGInternational
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PROVISION CHARGE
TOTAL PROVISION CHARGE / (RELEASE) ($m)
LOSS RATES (Annualised)
258
165
1,097
236
433
164
140
461
264
-173
-505
-249
3Q194Q201Q221Q20
-49
1,558
4Q19
53
14
-49
2Q203Q20
131
-240
500
23
1Q21
-44
2Q21
21
9
4Q21
-53
3Q21
48
-92
78
564
-122
2Q22
14
0
-150
3Q22
209
193
116
-341
-32
-44
Individual Provision (IP) chargeCollective Provision (CP) charge
BBppss33QQ119944QQ119911QQ220022QQ220033QQ220044QQ220011QQ221122QQ221133QQ221144QQ221111QQ222222QQ222233QQ2222
Individual
Provision
179112917811113511
To t a l
Provision
14137983135-10-22-2-3-3-151
35
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
COLLECTIVE PROVISION (CP) BALANCE
COLLECTIVE PROVISION BALANCE & COVERAGE ($m)
1.Collective Provision balance as a % of Credit Risk Weighted Assets
2.Separate divisions for ANZ Retail and ANZ Commercial established from 1 April 2022. CP balance: Australia Retail $0.91b; Australia Commercial $0.98b
CP BALANCE BY DIVISION ($b)
CP BALANCE BY PORTFOLIO ($b)
3,378
3,272
4,490
4,312
3,539
3,435
3,139
3,010
696
746
760
618
769
0.98%
0.94%
1.17%
1.39%
1.25%
1.22%
1.08%
1.06%
Mar-20
0
Mar-19Mar-21
104
Sep-20
4,195
Sep-19
11
Sep-21Mar-22Jun-22
3,378
3,376
4,501
5,008
4,285
3,757
3,779
Modelled ECLCP Coverage
1
Additional overlays
MMaarr--1199SSeepp--1199MMaarr--2200SSeepp--2200MMaarr--2211SSeepp--2211MMaarr--2222JJuunn--2222
Australia R&C
2
1.831.802.322.852.332.231.891.89
Institutional1.131.171.591.511.361.351.281.31
New Zealand0.370.370.540.570.510.530.500.48
Pacific 0.040.040.050.080.080.100.090.09
MMaarr--1199SSeepp--1199MMaarr--2200SSeepp--2200MMaarr--2211SSeepp--2211MMaarr--2222JJuunn--2222
Corporate1.591.622.222.302.132.091.871.89
Specialised0.180.190.290.320.280.270.230.26
Residential
Mortgage
0.490.520.811.060.780.790.710.69
Retail (ex
Mortgages)
1.050.971.101.251.040.960.870.85
Sovereign / Banks0.070.080.080.080.060.090.080.09
SECTION 6 CONTINUED
32
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36
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RISK WEIGHTED ASSETS (RWA)
RWA BY CATEGORY($b)CRWA MOVEMENT –TOTAL GROUP ($b)
1.EAD excludes amounts for ‘Securitisation’ and ‘Other Assets’ Basel classes, as per APS330. Data provided is on a Post CRM basis, net of credit risk mitigation such as guarantees, credit derivatives, netting and financial collateral
CREDIT RWA & EAD
1
MOVEMENT ($b)
201
202
208
202
200
199
198
196196
144
156
178
157
142
144
153
153
161
22
19
25
32
41
46
38
47
48
48
47
48
48
48
48
12
Dec-21Mar-19
13
Sep-19Sep-20
451
15
Mar-20Mar-21Sep-21
438
431
Mar-22Jun-22
396
417
449
429
408
416
CRWA (ex. Instit.)CRWA (Instit.)Mkt. & IRRBB RWAOp-R WA
348.8
357.0
2.4
7.6
Model /
Method.
FXMar-22Volume
/ Mix
RiskCVA (incl.
Hedges)
Jun-22
-1.1
0.0
-0.7
1.6
4.4
0.7
-1.0
3.8
14.3
3.0
-0.6
Residential
Mortgage (Housing)
Sovereign & BankCorporate &
Specialised Lending
Other
Credit RWAEAD
Jun-22 movement vs Mar-22 FX adjusted
~50% of growth
June quarter
from Financial
Institutions
37
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EXPOSURE AT DEFAULT (EAD)
EAD COMPOSITION
1
($b)CREDIT RWA / EAD BY PORTFOLIO
2
(%)
1.EAD excludes Securitisation and Other assets whereas CRWA is inclusive as per APS 330
2.Total Group ratio for Mar-21 is inclusive of increased exposure to the RBA via higher exchange settlement account balances
38%
1,103
4%
4%
1,010
4%
Mar-19
26%
Sep-21
5%
28%
39%
968
21%
6%
1,080
1%
1%
25%
23%
30%
21%
1,132
4%
39%
30%
1%
4%
4%
5%
29%
Sep-19
28%
Mar-21
35%
24%
977
5%
36%
1%
Mar-20
26%
28%
5%
5%
1%
Sep-20
39%
27%
4%
1,045
4%
1%
38%
26%
27%
4%
1%
37%
Mar-22
4%
1%
Jun-22
1,075
Residential Mortgage
Specialised LendingSovereign & Bank
CorporateRetail (QRR & Other Retail)
Other
36
37
36
36
33
323232
56
56
55
57
56
5353
52
60
60
59
51
27
28
28
28
27
272727
1111
10
9
7
777
53
56
54
51
Mar-19Sep-19Mar-20Sep-20Mar-21Sep-21Mar-22Jun-22
Total Group
Corporate & Specialised
Retail (ex Mortgages)
Residential Mortgage
Sovereigns & Banks
33
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Retail Entitlement Offer
38
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IMPAIRED ASSETS / 90+ DAYS PAST DUE
GROSS IMPAIRED ASSETS BY DIVISION
1,3,4
($b)IMPAIRED LOANS / FACILITIES BY PORTFOLIO
3
($b)
1.Excluding unsecured 90+ days past due
2.Other includes Pacific and Australia Wealth
3.Impaired loans / facilities include restructured items in which the original contractual terms have been modified for reasonsrelated 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
4.Impaired assets for June 2022 include $109 million of well secured facilities ($88 million of corporate and $21 million of mortgages) now classified as restructures post finalisationof covid support packages in the quarter.
5.As a % of Exposure at Default
90+ DAYS PAST DUE LOANS
5
(%)
0.35%
0.33%
0.39%
0.40%0.40%
0.31%
0.26%
0.23%
0.5
0.0
2.5
1.0
1.5
2.0
3.0
Mar-21Mar-20Sep-21Mar-19Sep-19Sep-20Mar-22Jun-22
2.1
2.0
2.6
2.5
2.5
2.0
1.7
1.5
Australia R&CNew Zealand% of GLAInstitutionalOther
2
0
1
2
3
Mar-20Mar-19
1.8
2.3
Sep-19Sep-20Mar-21Sep-21
2.5
Mar-22Jun-22
2.1
2.7
2.5
2.0
1.6
Residential Mortgage
Corporate
Other Retail
Qualified Revolving RetailSpecialised Lending
0.68
0.79
0.74
0.77
0.61
0.54
0.52
0.48
0.67
0.72
0.84
1.00
0.93
0.91
0.77
0.70
Sep-20Sep-21Mar-19Jun-22Mar-21Sep-19Mar-22Mar-20
Total Group Residential MortgageRetail (Pillar 3 QRR & Other Retail categories)
39
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AUSTRALIA & NEW ZEALAND 90+ DAYS PAST DUE (DPD)
1.Includes Non Performing Loans
2.ANZ delinquencies are calculated on a missed payment basis for amortising and Interest Only loans
3.Australia Home Loans 90+ between Mar-20 and Jun-20 excludes eligible Home Loans accounts that had requested COVID-19 assistance but due to delays in processing had not had the loan repayment deferral applied to the account
3.5
2.5
1.5
0.0
5.0
0.5
3.0
4.5
4.0
2.0
1.0
Sep
17
Mar
18
Mar
19
Sep
19
Mar
21
Sep
21
Jun
22
Sep
18
Sep
20
Mar
20
Mar
22
Mar
17
Australia Home LoansAustralia Consumer CardsAustralia Personal LoansNZ Home Loans
CONSUMER PORTFOLIO
1,2,3
90+ DPD as a % of total portfolio balances
SECTION 6 CONTINUED
34
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information
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Additional
information option 1
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EEQQUUIITTYY RRAAIISSIINNGG
SECTION 5
40
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
AUSTRALIA HOME LOAN PORTFOLIO
HOME LOAN FUM COMPOSITION ($b)
1,2,3,4
LOAN BALANCE & LENDING FLOWS ($b)
1
1.Based on Gross Loans and Advances. Includes Non Performing Loans
2.The current classification of Investor vs Owner Occupied is based on ANZ’s product category, determined at origination as advised by the customer and the ongoing precision relies primarily on the customer’s obligation to advise ANZ of any change in circumstances
3.Interest Only (I/O) is based on customers that request a specific interest only period and does not include loans being progressively drawn e.g. construction
4.ANZ Equity Manager product no longer offered for sale as of 31 July 2021
5.Month on month growth. Source: APRA Monthly Authorised Deposit-taking Institution Statistics (MADIS)
ANZ HOME LOAN GROWTH (%)
5
146
161
168
186
186
187
44
52
57
62
62
63
29
17
43
31
22
22
22
22
264
Mar 19Mar 22
9
6
Mar 18
8
4
10
7
Mar 20
5
4
Mar 21Jun 22
271
280
269
281
278
4
4
OO P&IInv P&IOO I/OInv I/OEquity Manager
278
280
14
4
Redraw &
Interest
Mar-22New Sales
excl. Refi-In
Net OFI RefiJun-22Repay / Other
0
-16
-0.5
0.0
0.5
1.0
Feb-22Oct-21Jun-21Aug-21Apr-22Dec-21
APRA System Total HousingANZ Total HousingMajor Bank Growth
35
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Retail Entitlement Offer
43
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All dates and times are subject to change without notice
EQUITY RAISING TIMETABLE
Trading halt and announcement of Entitlement Offer, Institutional Entitlement Offer opens Monday, 18 July 2022
Institutional Entitlement Offer closes Tuesday, 19 July 2022
Institutional Entitlement Offer Shortfall bookbuild closes Wednesday, 20 July 2022
Announcement of results of Institutional Entitlement Offer Thursday, 21 July 2022
Trading halt lifted and ANZ shares recommence trading Thursday, 21 July 2022
Retail Entitlement Offer record date (7.00pm Melbourne time) Thursday, 21 July 2022
Retail entitlements commence trading on the ASX on deferred settlement basis Thursday, 21 July 2022
Retail Entitlement Offer opens (9.00am Melbourne time) and Retail Information Booklet dispatchedTuesday, 26 July 2022
Settlement of new ANZ shares issued under the Institutional Entitlement Offer Friday, 29 July 2022
Retail entitlements commence trading on the ASX on normal settlement basis Friday, 29 July 2022
Allotment and normal trading of new ANZ shares issued under the Institutional Entitlement Offer Monday, 1 August 2022
Close of retail entitlements trading on the ASX Monday, 8 August 2022
Retail Entitlement Offer closes (5.00pm Melbourne time) Monday, 15 August 2022
Announcement of results of Retail Entitlement Offer Thursday, 18 August 2022
Retail Entitlement Offer shortfall bookbuild Thursday, 18 August 2022
Announcement of results of Retail Entitlement Offer shortfall bookbuild
Friday, 19 August 2022
Settlement of new ANZ shares issued under the Retail Entitlement Offer Tuesday, 23 August 2022
Allotment of new ANZ shares under the Retail Entitlement Offer Wednesday, 24 August 2022
Normal trading of new shares issued under the Retail Entitlement Offer Thursday, 25 August 2022
Holding statements in respect of new shares issued under the Retail Entitlement Offer dispatched Friday, 26 August 2022
42
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Offer size and structure
•Fully underwritten 1 for 15
1
pro rata accelerated renounceable entitlement offer with retail entitlements trading to raise approximately A$3.5 billion (“Entitlement Offer”)
Offer price
•The Entitlement Offer price of A$18.90 per new ANZ share (“Offer Price”) represents:
—12.0% discount to the Theoretical Ex-Rights Price (“TERP”) of A$21.47
2
—12.7% discount to ANZ’s last closing share price of A$21.64 on Friday, 15 July 2022
Institutional offer
4
•Institutional entitlement offer opens today (Monday, 18 July 2022) and closes on Tuesday, 19 July 2022
•Institutional entitlements not taken up, together with the entitlements of ineligible institutional shareholders, will be sold under the institutional shortfall bookbuild
which opens on Tuesday, 19 July 2022 and closes on Wednesday, 20 July 2022
Retail offer
4
•Eligible retail shareholders in Australia and New Zealand on the Record Date (among other criteria) have a number of options under the retail entitlement offer:
—elect to take up all or part of their pro rata entitlements before the retail offer close date (5:00pm Melbourne time, Monday, 15 August 2022)
—sell or transfer all or part of their retail entitlements. Retail entitlements may be traded on the ASX from Thursday, 21 July 2022 (on a deferred settlement basis)
and Friday, 29 July 2022 (on a normal settlement basis) to Monday, 8 August 2022
—do nothing and let their retail entitlements be offered for sale through the retail shortfall bookbuild, with any proceeds inexcess of the Offer Price (net of any
withholding tax) paid to the shareholder
3
Ranking
•New ANZ shares issued under the Entitlement Offer will rank equally with existing ANZ shares from the date of issue
Record date
•7.00pm (Melbourne time) Thursday, 21 July 2022
Directors participation
•The Director’s (and their respective associates) may acquire New Shares under the Retail Entitlement Offer to the extent theyare Eligible Retail Shareholders
Underwriting
•Entitlement Offer is fully underwritten
1.Fractional entitlements to new ANZ shares to be rounded up to the next whole number
2.TERP is the theoretical price at which ANZ shares should trade immediately after the ex-date for the Entitlement Offer. TERP is a theoretical calculation only and the actual price at which ANZ shares trade immediately after the ex-
date for the Entitlement Offer will depend on many factors and may not be equal to TERP. TERP is calculated by reference to ANZ’s closing share price of A$21.64 on 15 July 2022& assumes a 100% take-up of the Entitlement
Offer
3.These entitlements will be offered for sale in the retail shortfall bookbuild and any premium (being any amount paid in respect of the sale of the entitlements) in excess of the Offer Price will be paid to non-participating and
ineligible shareholders, net of any applicable withholding tax
4.All dates and times are subject to change without notice
KEY DETAILS OF THE OFFER
SECTION 6 CONTINUED
36
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Summary of
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RRIISSKKSS AANNDD UUNNCCEERRTTAAIINNTTIIEESS
APPENDIX A
45
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PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS
(A) INTRODUCTION
The ANZ Group’s activities are subject to risks, including risks arising from the coronavirus (COVID-19) pandemic, that can adversely impact its business, operations, results of operations,
reputation, prospects, liquidity, capital resources, financial performance and financial condition (together, the ANZ Group’sPosition). Certain risks and uncertainties that the ANZ Group may
face are summarised below.
The risks and uncertainties described below are not the only ones that the ANZ Group may face. Additional risks and uncertainties that the ANZ Group is unaware of, or that the ANZ Group
currently deems to be immaterial, may also become important factors that affect it.
If any of the specified or unspecified risks actually occur, the ANZ Group’s Position may be materially and adversely affected, with the result that the trading price of the ANZ Group’s equity or
debt securities (including its ordinary shares) could decline, and investors could lose all or part of their investment.
37
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information
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Retail Entitlement Offer
46
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PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS
(B) RISK ARISING FROM CHANGE IN POLITICAL AND GENERAL BUSINESS AND ECONOMIC CONDITIONS, INCLUDING DISRUPTION IN REGIONAL OR
GLOBAL CREDIT AND CAPITAL MARKETS
The ANZ Group’s financial performance is primarily influenced by the political and economic conditions and the level of businessactivity in the major countries and regions in which the ANZ
Group or its customers or counterparties operate, trade or raise funding including, without limitation, Australia, New Zealand, the Asia Pacific region, the United Kingdom (UK), Europe and
the United States (the Relevant Jurisdictions).
The political, economic and business conditions that prevail in the ANZ Group’s operating and trading markets are affected by, among other things, domestic and international economic
events, developments in global financial markets, resilience of global supply chains, political perspectives, opinions and related events and natural disasters.
Global political conditions that impact the global economy have led to, and may continue to result in extended periods of increased political and economic uncertainty and volatility in the
global financial markets, which could adversely affect the ANZ Group’s Position. Examples of events that have affected (and may continue to affect) global political conditions include the
ongoing conflict in Ukraine, the UK ceasing to be a member of the European Union (EU) and the European Economic Area on 31 January 2020 (commonly referred to as “Brexit”), and global
trade developments relating to, among other things, the imposition or threatened imposition of trade tariffs and levies by majorcountries, including the United States, China and other
countries that are Australia’s and New Zealand’s significant trading partners and allies.
There are a number of remaining uncertainties regarding, among other things, post-Brexit protocols and arrangements among the parties involved.
The conflict in Ukraine is ongoing and fluid, and is expected to have significant ramifications on the geopolitical and economiclandscape, with commodity prices, in particular energy, food
and metals, already impacted and the future impacts of the conflict remain uncertain. As a result of the conflict, the UnitedStates, the UK and EU announced broadly coordinated actions that
collectively impose significant and wide-reaching economic sanctions and export controls relating to Russia –including the freezing of some of the Central Bank of Russia’s foreign exchange
reserves. Other jurisdictions, including Australia, New Zealand and Japan, have announced sanctions, export controls and similarrestrictions focusing on some of the same targets and
sectors. These sanctions are materially impacting the Russian and other economies and the international financial system. Theextent and duration of the conflict and any corresponding
economic sanctions, export controls and similar restrictions and resulting market disruptions are difficult to predict. Though the ANZ Group does not operate in or does not currently have
any direct exposure to Russia or Ukraine, the conflict has the potential to adversely impact the markets in which the ANZ Group does operate, and any prolonged market volatility or
economic uncertainty could adversely impact the ANZ Group’s Position.
Inflationary pressures are at high levels in many economies, including in New Zealand, Australia, the United States, Canada, Europe and the UK. Geopolitical tensions, rising interest rates,
central bank tightening, and persistent COVID-19 challenges to the global economy, such as global shipping capacity constraints,higher costs for freight, supply chain issues, higher energy
prices, higher food prices, and tightened labour markets, are all contributing to rising inflationary pressures on the globaleconomy. This may have impacts on financial market or economic
stability and could adversely affect the ANZ Group’s Position.
47
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PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS
Trade and broader geopolitical relationships between the United States and some of its trading partners, such as China, remain volatile. The implementation of trading policies or divergent
regulatory frameworks by Australia’s and New Zealand’s key trading partners and allies may adversely impact the demand for Australia’s and New Zealand’s exports and may lead to declines
in global economic growth. In particular, China is one of Australia’s and New Zealand’s major trading partners and a significantdriver of commodity demand and prices in many of the
markets in which the ANZ Group and its customers operate. Any heightening of geopolitical tensions and the occurrence of events that adversely affect China’s economic growth and
Australia’s and New Zealand’s economic relationship with China, including the implementation of additional tariffs and other protectionist trade policies, could adversely affect Australian or
New Zealand economic activity, and, as a result, could adversely affect the ANZ Group’s Position.
Instability in global political conditions, including as a result of the conflict in Ukraine, has contributed to economic uncertainty and declines in market liquidity and could increase volatility in
the global financial markets and negatively impact consumer and business activity within the markets in which the ANZ Group or its customers or counterparties operate, or result in the
introduction of new and/or divergent regulatory frameworks that the ANZ Group will be required to adhere to.
Should economic conditions in markets in which the ANZ Group or its customers or counterparties operate deteriorate, asset values in the housing, commercial or rural property markets
could decline, unemployment could rise and corporate and personal incomes could suffer. Deterioration in global markets, including equity, property, currency and other asset markets, may
impact the ANZ Group’s customers and the security the ANZ Group holds against loans and other credit exposures, which may impactthe ANZ Group’s ability to recover loans and other
credit exposures. Should any of these occur, the ANZ Group's Position could be materially adversely affected. Refer to risk factor “Risk that the ANZ Group is exposed to credit loss”.
The ANZ Group’s financial performance may also be adversely affected if the ANZ Group is unable to adapt its cost structures,products, pricing or activities in response to a drop in demand
or lower than expected revenues. Similarly, higher than expected costs (including credit and funding costs and increases in costs resulting from inflationary conditions) could be incurred
because of adverse changes in the economy, general business conditions or the operating environment in the countries or regions in which the ANZ Group or its customers or counterparties
operate. Should any of these occur, the ANZ Group's Position could be materially adversely affected.
(C) THE COVID-19 PANDEMIC AND FUTURE OUTBREAKS OF OTHER COMMUNICABLEDISEASES OR PANDEMICS MAY MATERIALLY AND ADVERSELY
AFFECT THE ANZ GROUP’S POSITION
Despite the global rollout of vaccine programs, the COVID-19 pandemic continues to impact the ANZ Group’s Position, and the domestic and global economy. Increasing vaccination rates
have led to the easing of restrictions on regional and international travel, events, meetings and other more normal activities. However, while a majority of restrictions have been lifted or
modified, governments across Australia (including at the state level) and across New Zealand have indicated that they may in theforeseeable future reintroduce prior restrictions or
implement and introduce further measures to contain the spread of future COVID-19 outbreaks. Further variants may develop that require different government responses and greater
restrictions to those that have been adopted to date.
SECTION 6 CONTINUED
38
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
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declarations
Corporate
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48
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS
The ongoing impacts of COVID-19 combined with other risks, e.g. geopolitical risk, could exacerbate impacts and materially increase economic disruption. Major disruptions to community
health and economic activity continue to have wide ranging negative effects across most business sectors in Australia, New Zealand and globally. Ongoing COVID-19 related supply chain
disruption and labour mobility constraints could result in a decline in profit margins, and could impact customer’s cash flows, capital, liquidity and financing needs. This in turn has impacted
demand for the ANZ Group’s products and services and may result in further short and long-term deteriorations of the quality of the ANZ Group’s credit portfolio. Many of the ANZ Group’s
borrowers may continue to be negatively impacted by the COVID-19 pandemic, resulting in an increased risk of credit loss, particularly in the following sectors: transportation; tourism and
travel; entertainment; education; discretionary retail; and property segments.
COVID-19 has notably impacted the property construction industry through increased contractor risk and a potential contagion effect impacting stability of the property development
sectors. Disrupted supply chains and resultant cost increases remain a risk to project feasibility where underlying property prices may not increase in line with cost increases, causing projects
to be delayed or cancelled.
In response to the COVID-19 pandemic, the ANZ Group established a range of accommodations and measures, such as loan payment deferrals, designed to assist its personal and business
customers. There can be no assurance that any future accommodations or measures will be sufficient to prevent or mitigate further hardship, or prevent disruption to the ongoing demand
for the ANZ Group’s products and services, and there is a risk that the ANZ Group’s Position may be materially and adversely affected.
Substantially reduced global economic activity has caused substantial volatility in the financial markets and such volatilityis expected to continue, to have a significant impact on the global
economy and global markets, as well as on the economies of Australia and New Zealand. Travel restrictions, border controls, social distancing measures, quarantine protocols and other
containment measures have contributed, and may continue to contribute, to reduced economic activity in Australia, New Zealandand elsewhere around the world and suppress demand for
commodities, interrupt the supply chain for industries, dampen consumer confidence and suppress business earnings and growth prospects, all of which could contribute to ongoing
volatility in global financial markets.
In addition, COVID-19 pandemic related geopolitical risk persists. Continuing tensions between countries, including between Australia and China, and policy uncertainty could result in
further downturns to the domestic and global economies, which in turn could have a material adverse impact on the ANZ Group’sPosition or its ability to execute its strategic initiatives.
Conduct risk may be heightened because of the blended/hybrid working model through its impact on employees’ behaviour and/or theANZ Group’s systems and processes. The risk of
customer harm will continue to be shaped by the economic and social impact of the pandemic. As the economy recovers, individual customers still enduring hardship may suffer detriment if
the ANZ Group cannot provide tailored support and sustainable arrangements based on individual circumstances.
49
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PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS
The ongoing ramifications of the COVID-19 pandemic remain highly uncertain and, as of the date of this document, it is difficultto predict the further spread or duration of the COVID-19
pandemic and whether and to what extent, vaccines, boosters or other medical treatments will be effective in curtailing the effects of the COVID-19 pandemic.
All or any of the negative conditions related to the COVID-19 pandemic described above may cause a further reduction in demand for the ANZ Group’s products and services and/or an
increase in loan and other credit defaults, bad debts, and impairments and/or an increase in the cost of the ANZ Group’s operations. Should any of these occur, the ANZ Group’s Position could
be materially adversely affected.
The effectiveness of government and central bank responses to the pandemic, also remain subject to significant uncertainties.Tothe extent the COVID-19 pandemic continues to adversely
affect the ANZ Group’s Position, it may also have the effect of heightening many of the other risks described in this section.
(D) RISK RELATED TO COMPETITION IN THE MARKETS IN WHICH THE ANZ GROUP OPERATES
The markets in which the ANZ Group operates are highly competitive and could become more competitive in the future. Competition has increased and is expected to increase, including
from non-Australian financial service providers who continue to expand in Australia, and from new non-bank entrants or smaller providers in those markets.
Examples of factors that may affect competition and negatively impact the ANZ Group’s Position include:
•entities that the ANZ Group competes with, including those outside of Australia and New Zealand, could be subject to lower levels of regulation and regulatory activity. This could allow
them to offer more competitive products and services, because those lower levels of regulation may give them a lower cost base and/or the ability to attract employees that the ANZ
Group would otherwise seek to employ;
•digital technologies and business models are changing customer behaviour and the competitive environment and emerging competitors are increasingly utilising new technologies and
seeking to disrupt existing business models in the financial services sector;
•existing companies from outside of the traditional financial services sector are directly competing with the ANZ Group by offering products and services traditionally provided by banks,
including by obtaining banking licenses and/or by partnering with existing providers;
•consumers and businesses may choose to transact using, or to invest or store value in, new forms of currency (such as cryptocurrencies or central bank digital currencies) in relation to
which the ANZ Group may choose not, or may not competitively be able, to provide financial services. For example, each of theReserve Bank of Australia and the RBNZ has announced
that it is actively researching central bank digital currency, the effect of which, if adopted, on the ANZ Group’s Position is uncertain. Any new form of currency could change how financial
intermediation and markets operate and, with that, the competitive and commercial position of the ANZ Group; and
•Open Banking may lead to increased competition.
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The impact on the ANZ Group of an increase in competitive market conditions or a technological change that puts the ANZ Group’s business platforms at a competitive disadvantage,
especially in the ANZ Group’s main markets and products, could lead to a material reduction in the ANZ Group’s market share, customers and margins and adversely affect the ANZ Group’s
Position.
Increased competition for deposits may increase the ANZ Group’s cost of funding. If the ANZ Group is not able to successfullycompete for deposits, the ANZ Group would be forced to rely
more heavily on other, less stable or more expensive forms of funding, or to reduce lending. This may adversely affect the ANZ Group’s Position.
Economic disruptions could have a significant impact on competition and profitability in the financial services sector over the medium term due to funding cost and provision increases,
insufficient liquidity, implementation of business continuity plans, changes to business strategies and temporary regulatory safe harbours. The low-growth environment will likely lead to
heightened competitive intensity and margin compression.
(E) RISK RELATED TO REAL ESTATE MARKETS IN AUSTRALIA, NEW ZEALAND OROTHER MARKETS
Residential and commercial property lending, together with real estate development and investment property finance, constitute important businesses of the ANZ Group. Major sub-
segments within the ANZ Group's lending portfolio include:
•residential housing loans (owner occupier and investment); and
•commercial real estate loans (investment and development).
Since 2009, the world’s major central banks have embarked upon unprecedented monetary policy stimulus. The resulting weight of funds searching for yield continues to be a significant
driver underlying property markets in the ANZ Group’s core property jurisdictions (Australia, New Zealand, Singapore and HongKong). However, although values for completed tenanted
properties and residential house prices, particularly in metropolitan east coast Australian regions rose steadily until 2018,the fall in Australian house prices in 2018 was the largest since the
global financial crisis. Apart from certain segments which were most impacted by COVID-19, commercial property markets have remained strong throughout COVID-19 and since 2019,
residential property prices in Australia have also risen. These markets may be affected by rising interest rates and the extent of the impact depends on the extent and the speed of increases.
In June 2022 APRA introduced credit-based macroprudential measures in Australia, which require ADIs to ensure they have the ability to limit growth in particular forms of lending (including
commercial and residential property); moderate higher risk lending during periods of heightened systemic risk or meet particularlending standards, at levels determined by APRA; and
ensure adequate reporting against limits is established. Also, APRA have indicated that commercial property definitions will be more broadly aligned across the prudential framework. These
changes to APRA’s policy framework and the formalisation of the credit-based macroprudential policy measures prudential standard, effective from September 2022, may adversely affect the
ANZ Group’s Position.
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In New Zealand, median prices for residential property increased significantly during the 2021 calendar year, peaking in November 2021, but have since moderated. There may be further
moderation in New Zealand residential property prices, which may be driven by the following factors:
•The New Zealand Government introduced a range of initiatives aimed at limiting further price increases, such as mandating that the RBNZ consider the impact on housing when making
monetary and financial policy decisions; creating a NZ$3.8 billion fund to accelerate housing supply in the short to medium termby investing in infrastructure like roads and pipes to
homes; extending the ‘bright-line’ test by 5 years (which is akin to a capital gains tax on investment property if sold within 10 years from date of purchase); the removal of interest
deductibility from 1 October 2021 for residential property investors who hold their investments (acquired on or after 27 March 2021) on capital account as well as phasing out its
application on existing residential investments (with concessions for businesses and for “new builds”); and pledging to help KāingaOra (the Crown entity responsible for housing and
communities) borrow an additional NZ$2 billion to increase land acquisitions to boost housing supply; and
•Recent amendments to the Credit Contracts and Consumer Finance Act 2003, loan-to-value ratio restrictions introduced by RBNZ, and the introduction of a framework for operationalising
debt-to-income restrictions (which is intended to be finalised by late 2022, so that restrictions could be introduced by mid-2023 if required) may impact credit availability in New Zealand
and demand for residential property.
Increases in interest rates may affect debt serviceability and reduce demand for residential property in both Australia and New Zealand. New Zealand is already seeing a material reduction in
demand for residential property. Following a prolonged period of asset price inflation and record low interest rates, interest rates commenced increasing from May 2022 in Australia and from
June 2021 in New Zealand. The interest rates are increasing sharply in both jurisdictions, for example the average 1-year fixed mortgage rate in New Zealand has increased from 2.162% in
June 2021 to 4.958% in June 2022.
Increases in interest rates affect debt serviceability and may increase loan defaults and reduce demand for commercial and residential property.
A decline in demand for residential property, or other market or ANZ specific factors, could impact demand for the ANZ Group’s home lending products.
The ANZ Group’s portfolio of commercial property loans may be susceptible to a sudden and material increase in interest rates, which could cause a decline in interest coverage ratios and
asset values, and increase refinance risk and necessitate equity contributions towards debt reduction. Secondary grade assetsmay be more susceptible to a decline in prices if investors have
overlooked weaker fundamentals in a highly liquid market (debt and equity), a more favourable interest rate environment and stable economy.
Separately, construction risk, including contractor stability, the impact of supply chain constraints on cost of materials together with increasing labour costs may impact commercial property
development feasibility and land values in the short to medium term. Each of the factors outlined above may adversely affect theANZ Group’s Position.
(F) RISK THAT MARKET EVENTS MAY ADVERSELY AFFECT THE ANZ’S GROUP’S POSITION
Market risk is the risk of loss arising from adverse changes in interest rates, currency exchange rates, credit spreads, or fromfluctuations in bond, commodity or equity prices. For purposes of
financial risk management, the ANZ Group differentiates between traded and non-traded market risks. Traded market risks principally arise from the ANZ Group’s trading operations in
interest rates, foreign exchange, commodities and securities. The non-traded market risk is predominantly interest rate risk in the banking book. Other non-traded market risks include
transactional and structural foreign exchange risk arising from capital investments in offshore operations and non-traded equityrisk. Losses arising from the occurrence of such market risk
events may adversely affect the ANZ Group's position.
SECTION 6 CONTINUED
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(G) RISK THAT CHANGES IN EXCHANGE RATES MAY ADVERSELY AFFECT THE ANZGROUP’S POSITION
As the ANZ Group conducts business in several different currencies, its businesses may be affected by movements in currency exchange rates. Additionally, as the ANZ Group’s annual and
interim reports are prepared and stated in Australian dollars, any change in the value of the Australian dollar against othercurrencies in which the ANZ Group earns revenues (particularly the
New Zealand dollar and the U.S. dollar) or holds capital, may adversely affect the ANZ Group’s reported earnings and/or capital ratios.
While the ANZ Group has put in place hedges to partially mitigate the impact of currency changes, there can be no assurance thatthe ANZ Group’s hedges will be sufficient or effective, and
any change in the value of the Australian dollar against other currencies in which the ANZ Group earns its revenue, or holds capital, may have an adverse impact upon the ANZ Group’s
Position.
(H) RISK RELATED TO ACQUISITIONS AND/OR DIVESTSMENTS
The ANZ Group regularly examines a range of corporate opportunities, including acquisitions and divestments, with a view to determining whether those opportunities will enhance the ANZ
Group’s strategic position and financial performance.
Integration (or separation) of an acquired (or divested) business can be complex and costly, sometimes including combining (or separating) relevant accounting and data processing systems,
technology platforms and management controls, as well as managing relevant relationships with employees, customers, regulators, counterparties, suppliers and other business partners.
There can also be no assurance that any acquisition (or divestment) would have the anticipated positive results around synergies, cost or cost savings, time to integrate (or separate) and
overall performance; as the underlying assumptions for the acquisition (or divestment) may not ultimately prove to be accurate or achievable.
Integration (or separation) efforts could create inconsistencies in standards, controls, procedures and policies, as well as diverting management attention and resources. There is also the risk
of counterparties making claims in respect of completed or uncompleted transactions against the ANZ Group that could adversely affect the ANZ Group’s Position. All or any of these factors
could adversely affect the ANZ Group’s ability to conduct its business successfully and impact the ANZ Group’s operations or results. Additionally, there can be no assurance that employees,
customers, counterparties, suppliers and other business partners of newly acquired (or retained) businesses will remain post-acquisition (or post-divestment). Further, there is a risk that
completion of an agreed transaction may not occur whether in the form originally agreed between the parties or at all, includingdue to failure of the ANZ Group or the counterparty to
satisfy its completion conditions or because other completion conditions such as obtaining relevant regulatory or other approvals are not satisfied. Should any of these integration or
separation risks occur, this could adversely affect the ANZ Group’s Position.
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(I) RISK THAT THE ANZ GROUP IS EXPOSED TO CREDIT LOSS
As a financial institution, the ANZ Group is exposed to the risks associated with extending credit to other parties, including incurring credit-related losses that can occur as a result of a
counterparty being unable or unwilling to honour its contractual obligations. Credit losses can and have resulted in financial services organisations realising significant losses and in some
cases failing altogether.
Whilst the risk of credit-related losses has increased as a result of the impact of the COVID-19 pandemic and heightened political tensions, particularly those referred to in risk factor “Risk
arising from change in political and general business and economic conditions, including disruption in regional or global creditand capital markets”, the risk of credit-related losses may
further increase as a result of a number of factors, including deterioration in the financial condition of the economies in which the ANZ Group or its customers or counterparties operate, a
sustained high level of unemployment and/or changes in interest rates and inflationary conditions in the markets in which theANZ Group or its customers or counterparties operate, material
disruptions to supply chains, a deterioration of the financial condition of the ANZ Group’s customers or counterparties, a reduction in the value of assets the ANZ Group holds as collateral,
and a reduction in the market value of the counterparty instruments and obligations it holds.
Less favourable business or economic conditions, whether generally or in a specific industry sector or geographic region, as well as the occurrence of events such as natural disasters or
pandemics, could cause customers or counterparties to fail to meet their obligations in accordance with agreed terms.
Some of the ANZ Group’s customers and counterparties in or with exposures to the below mentioned sectors are increasingly vulnerable:
•industries impacted by the COVID-19 pandemic particularly those referred to in risk factor “The COVID-19 pandemic and future outbreaks of other communicable diseases or pandemics
may materially and adversely affect the ANZ Group’s Position”;
•industries exposed to the unwinding of government stimulus packages and/or timing of the opening of borders (both domestic and international) as well as industries reliant on
consumer discretionary spending;
•industries that are heavily exposed to fuel supply shortages and associated rising costs including aviation, road transport &shipping and agriculture, particularly given the conflict in
Russia and Ukraine and the associated impact on oil and gas prices;
•industries at risk of sanctions, geopolitical tensions or trade disputes (e.g. technology, agriculture and communications, financial institutions and/or declining global growth and
disruption to global supply chains which include but are not limited to retail, wholesale, automotive, manufacturing and packaging;
•the commercial property sector (including construction and contractors) which is exposed to rising interest rates, a decline in investor demand for large scale inner city apartment
buildings and a material decline in net migration. In some markets, commercial contractors and sub-contractors may face cash flow/liquidity issues over the next 12 to 24 months as
current projects run off and their forward books are diminished. The residential development sector is experiencing supply chainissues, increased costs and labour mobility issues.
Earnings for hotel accommodation and certain retail sectors are still being impacted by reduced mobility and the extent of longer-term implications for some offices remains uncertain
due to the shift to remote working arrangements;
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•customers and industries exposed to disruption from physical climate risk (e.g. bushfires, floods, storms and drought), and transition risk (e.g. industry exposed to carbon reduction
requirements and resulting changes in demand for goods and services or liquidity); and
•industries exposed to the volatility of the U.S dollar as well as the Australian dollar and New Zealand dollar.
The ANZ Group is also subject to the risk that its rights against third parties may not be enforceable in certain circumstances,which may result in credit losses. Should material credit losses
occur to the ANZ Group’s credit exposures, this may adversely affect the ANZ Group’s Position.
Credit risk may also arise from certain derivative, clearing and settlement contracts that the ANZ Group enters into, and from the ANZ Group’s dealings with, and holdings of, debt securities
issued by other banks, financial institutions, companies, governments and government bodies where the financial conditions ofsuch entities are affected by economic conditions in global
financial markets.
In addition, in assessing whether to extend credit or enter into other transactions with customers and/or counterparties, theANZ Group relies on information provided by or on behalf of
customers and/or counterparties, including financial statements and other financial information. The ANZ Group may also rely on representations of customers and independent consultants
as to the accuracy and completeness of that information. The ANZ Group’s financial performance could be negatively impacted to the extent that it relies on information that is incomplete,
inaccurate or materially misleading.
The ANZ Group holds provisions for credit impairment that are determined based on current information and subjective and complexjudgements of the impairment within the ANZ Group’s
lending portfolio. If the information upon which the assessment is made proves to be inaccurate or if the ANZ Group fails to analyse the information correctly, the provisions made for credit
impairment may be insufficient, which may adversely affect the ANZ Group’s Position.
(J) RISK THAT CHALLENGES IN MANAGING THE ANZ GROUP’S CAPITAL BASE COULD GIVE RISE TO GREATER VOLATILITY IN CAPITAL RATIOS
The ANZ Group’s capital base is critical to the management of its businesses and access to funding. Prudential regulators of theANZ Group include, but are not limited to, APRA, the RBNZ
and various regulators in the United States, the UK and the countries in the Asia Pacific region. The ANZ Group is required by its primary regulator, APRA and the RBNZ for the ANZ Bank New
Zealand Limited (ANZ New Zealand, and, together with its subsidiaries, the ANZ New Zealand Group) to maintain adequate regulatory capital.
Under current regulatory requirements, risk-weighted assets and expected loan losses increase as a counterparty’s risk grade worsens. These regulatory capital requirements are likely to
compound the impact of any reduction in capital resulting from lower profits in times of stress. As a result, greater volatilityin capital ratios may arise and may require the ANZ Group to raise
additional capital. There can be no certainty that any additional capital required would be available or could be raised on reasonable terms.
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The ANZ Group’s capital ratios may be affected by a number of factors, such as (i) lower earnings (including lower dividends from its deconsolidated subsidiaries such as those in the
insurance business as well as from its investment in associates), (ii) increased asset growth, (iii) changes in the value of theAustralian dollar against other currencies in which the ANZ Group
operates (particularly the New Zealand dollar and U.S. dollar) that impact risk weighted assets or the foreign currency translation reserve, (iv) changes in business strategy (including
acquisitions, divestments and investments or an increase in capital intensive businesses), and (v) changes in regulatory requirements.
APRA and the RBNZ have implemented prudential standards to accommodate Basel III. Certain other regulators have either implemented or are in the process of implementing regulations,
including Basel III, that seek to strengthen, among other things, the liquidity and capital requirements of banks, funds management entities and insurance entities, though there can be no
assurance that these regulations have had or will have their intended effect. These regulations, together with risks arising from any regulatory changes such as from APRA’s ‘unquestionably
strong’ requirements, the requirements of the Basel Committee on Banking Supervision, the RBNZ’s reform of capital requirements and the RBNZ’s amendments to ANZ New Zealand's
Conditions of Registration in response to the COVID-19 pandemic, are described in risk factor 16 "Regulatory changes or a failure to comply with laws, regulations or policies may adversely
affect the ANZ Group’s Position ". Any inability of the ANZ Group to maintain its regulatory capital may have a material adverseeffect on the ANZ Group's Position.
(K) RISK THAT THE ANZ GROUP’S CREDIT RATINGS COULD CHANGE AND ADVERSELY AFFECT THE ANZ GROUP’S ABILITY TO RAISE CAPITAL AND
WHOLESALE FUNDING AND CONSTRAIN THE VOLUME OF NEW LENDING
The ANZ Group’s credit ratings have a significant impact on both its access to, and cost of, capital and wholesale funding. Theymay also be important to customers or counterparties when
evaluating the ANZ Group’s products and services. Credit ratings and rating outlooks may be withdrawn, qualified, revised or suspended by credit rating agencies at any time. The
methodologies used by ratings agencies to determine credit ratings and rating outlooks may be revised in response to legal orregulatory changes, market developments or for any other
reason.
The ANZ Group’s credit ratings or rating outlooks could be negatively affected by a change in the credit ratings or rating outlooks of the Commonwealth of Australia or New Zealand, the
occurrence of one or more of the other risks identified in this document, a change in ratings methodologies or by other events. As a result, downgrades in the ANZ Group’s credit ratings or
rating outlooks could occur that do not reflect changes in the general economic conditions or the ANZ Group's financial condition. In addition, the ratings of individual securities (including,
but not limited to, certain Tier 1 capital and Tier 2 capital securities and covered bonds) issued by the ANZ Group (and other banks globally) could be impacted from time to time by changes
in the regulatory requirements for those instruments as well as the ratings methodologies used by rating agencies.
Any future downgrade or potential downgrade to the ANZ Group’s credit ratings or rating outlooks may reduce access to capitaland wholesale debt markets and could lead to an increase in
funding costs, which could constrain the volume of new lending and affect the willingness of counterparties to transact with theANZ Group which may adversely affect the ANZ Group’s
Position. Credit ratings are not a recommendation by the relevant rating agency to invest in securities offered by the ANZ Group.
SECTION 6 CONTINUED
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(L) RISKTHAT LIQUIDITY AND FUNDING RISK EVENTS MAY ADVERSELY AFFECT THEANZ GROUP’S POSITION
Liquidity and funding risk is the risk that the ANZ Group is unable to meet its payment obligations as they fall due (including repaying depositors or maturing wholesale debt) or that the ANZ
Group has insufficient capacity to fund increases in assets. Liquidity and funding risk is inherent in all banking operationsdue to the timing mismatch between cash inflows and cash
outflows.
Reduced liquidity could lead to an increase in the cost of the ANZ Group’s borrowings and constrain the volume of new lendingwhich may adversely affect the ANZ Group’s Position.
Deterioration and volatility in market conditions and/or declines in investor confidence in the ANZ Group may materially impact the ANZ Group’s ability to replace maturing liabilities and
access funding (in a timely and cost effective manner), which may adversely impact the ANZ Group’s Position.
The ANZ Group raises funding from a variety of sources, including customer deposits and wholesale funding in domestic and in offshore markets to meet its funding requirements and to
maintain or grow its business generally. Developments in major markets can adversely affect liquidity in global capital markets.For example, in times of liquidity stress, if there is damage to
market confidence in the ANZ Group or if funding inside or outside of domestic markets is not available or constrained, the ANZ Group’s ability to access sources of funding and liquidity may
be constrained and the ANZ Group will be exposed to liquidity and funding risk.
(M) RISK ARISING FROM REGULATORY CHANGES OR A FAILURE TO COMPLY WITHLAWS, REGULATIONS OR POLICIES
The ANZ Group’s businesses and operations are highly regulated. The pace of regulatory change has accelerated in recent years. The ANZ Group is subject to a substantial and increasing
number of laws, regulations and policies, including industry self-regulation, in the Relevant Jurisdictions in which it carries on business or obtains funding and is supervised by a number of
different authorities in each of these jurisdictions. The volume of changes, and resources allocated to the regulation and supervision of financial services groups, such as the ANZ Group, and
the enforcement of laws against them, including through litigation, has increased substantially in recent years, including inresponse to community concern regarding the conduct of
financial services groups in Australia and New Zealand. As a result, the regulation and supervision of, and enforcement against,financial services groups, including the ANZ Group has
become increasingly extensive, complex and costly across the Relevant Jurisdictions. Such regulation, supervision and enforcement continue to evolve.
The COVID-19 pandemic has had, and may continue to have, an impact on the regulation and supervision of, and enforcement against, financial services groups such as the ANZ Group. Any
future ramifications of the COVID-19 pandemic remain uncertain and, as of the date of this Presentation, difficult to predict. There have been delays and deferrals to the implementation of
regulatory reforms in Australia and New Zealand and a re-ranking of priorities, including enforcement priorities.
Such delays and deferrals could impact the ANZ Group’s ability to manage regulatory change and increase the risk of the ANZ Group not complying with new regulations when they come
into effect.
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The ongoing COVID-19 pandemic also has the potential to complicate the ANZ Group’s dealings with its regulators in a number of ways. In particular, disruptions to the ANZ Group’s business,
operations, third party contractors and suppliers resulting from the COVID-19 pandemic may increase the risk that the ANZ Group will not be able to satisfy its regulatory obligations or
processes and/or address outstanding issues, potentially increasing the prospect of a regulator taking adverse action againstthe ANZ Group.
Developments in prudential regulation continue to impact the ANZ Group in a material way. At any given time, there are a number of items that are open for consultation with APRA and the
RBNZ and therefore the potential impact of regulatory developments on the ANZ Group is inherently uncertain. Further changes to APRA’s or the RBNZ’s prudential standards could increase
the level of regulatory capital that the ANZ Group is required to maintain, restrict the ANZ Group’s flexibility, require it to incur substantial costs and/or impact the profitability of one or more
business lines any of which may adversely affect the ANZ Group’s Position. Particular points include the following:
•In November 2021, APRA released their final requirements in relation to capital adequacy and credit risk capital requirementsfor ADIs with an implementation date of 1 January 2023. This
follows the consultation process that began in December 2020 when APRA released a consultation paper regarding proposed changes to the capital framework for ADIs aimed at having
ADI’s achieve ‘unquestionably strong’ capital holding levels, improving the flexibility of the capital adequacy framework, and improving the transparency of ADI capital strength. Key
aspects of ARPA's final requirements are:
•Increased alignment with internationally agreed Basel standards for non-residential mortgages exposures;
•Implementing more risk-sensitive risk weightings for residential mortgage lending;
•Introduction of the Basel II capital floor that limits the risk weighted asset (“RWA”) outcome for Internal Ratings-Based (“IRB”) ADIs to no less than 72.5% of the RWA outcome under the
standardised approach;
•Improving the flexibility of the capital framework through the introduction of a default level of the countercyclical capitalbuffer (“CCyB”) and increasing the capital conservation buffer
(“CCB”) for IRB ADIs;
•Improving the transparency and comparability of ADIs’ capital ratios, including by requiring IRB ADIs to also publish their capital ratios under the standardised approach; and
•Implementing a Minimum Leverage Ratio for IRB ADIs at 3.5%.
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APRA has indicated that the above changes will likely result in a decrease in RWA, but this would be offset by the increased capital allocation to regulatory buffers. APRA has also indicated
that, as ADIs are currently meeting the ‘unquestionably strong’ benchmarks, it is not APRA’s intention to require ADIs to raise additional capital. Accordingly, APRA has therefore sought to
calibrate the proposed capital requirements for ADIs, measured in dollar terms, to be consistent at an industry level with the existing ‘unquestionably strong’ capital benchmarks for ADIs
under the current capital framework. The impact of these proposed changes on individual ADIs (including ANZBGL), however, will vary depending on the final form of requirements
implemented by APRA.
•In June 2022, APRA finalised its macroprudential policy framework. To support the implementation of the framework, APRA also formalised and embedded credit-based macroprudential
policy measures within its prudential standards, within a new attachment to Prudential Standard APS 220 Credit Risk Management (“APS 220”). APRA’s objective is to strengthen the
transparency, implementation and enforceability of macroprudential policy. The updates to APS 220 include a set of credit-based macroprudential measures to be used to address
systemic risks if needed. The proposed updates to APS 220 include two main types of credit-based macroprudential measures: lending limits (the purpose of temporary lending limits
would be to moderate any excessive growth in higher-risk lending during periods of heightened systemic risks); and lending standards, whereby APRA may also set minimum
requirements for lending standards, including measures such as the serviceability buffer for residential mortgages. APRA havealso indicated that commercial property definitions will be
more broadly aligned across the prudential framework. The implementation of such changes could restrict the ANZ Group’s flexibility and/or impact the profitability of one or more
business lines. For further information, see risk factor titled “Risk related to real estate markets in Australia, New Zealand or other markets”.
•Additionally, APRA is consulting on revisions to a number of prudential standards relating to market risk, being Interest Rate Risk in the Banking Book (“IRRBB”), Market Risk and
Counterparty Credit Risk. Given the number of items that are yet to be finalised by APRA, the aggregate final outcome from all changes to APRA's prudential standards relating to their
review of ADIs ‘unquestionably strong’ capital framework remains uncertain.
•In July 2019, APRA announced its decision on loss-absorbing capacity pursuant to which it will require Australian D-SIBs, including ANZBGL, to increase their total capital by 3% of RWA by
January 2024. On 2 December 2021, APRA announced that it has finalised its loss-absorbing capacity requirements and stated that it will require Australian D-SIBs to increase their total
capital by a further 1.5% of RWA by January 2026. Inclusive of the previously announced interim increase of 3%, this will resultin a total increase to the minimum total capital requirement
of 4.5% of RWA. APRA expects the requirement to be satisfied predominantly with additional Tier 2 capital with an equivalent decrease in other senior funding. The amount of the
additional total capital requirement will be based on ANZ’s actual RWA as at January 2026, including the final impact of the revisions to APRA’s capital framework announced on 29
November 2021. APRA noted “Given changes to RWA from the ADI capital reforms, the lower end of the range in dollar terms broadlyequates to a requirement of 4.5 percentage points of
RWA under the new capital framework, in place from 2023”.
•The RBNZ has released new capital adequacy requirements for New Zealand banks, which are set out in the Banking Prudential Requirements (“BPR”) documents, and are being
implemented in stages during a transition period from October 2021 to July 2028. The net impact on the ANZ Group is expected to be an increase in CET1 capital of approximately A$1.0
to A$1.5 billion between 31 March 2022 and the end of the transition period in 2028 (based on the ANZ Group’s 31 March 2022 balance sheet). This amount could vary over time subject to
changes to the capital position in ANZ New Zealand (e.g. from RWA growth, management buffer requirements, potential dividend payments).
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•Additionally, under changes outlined in the BPR documents, from 1 January 2022 there will be an annual 12.5% reduction in themaximum regulatory capital recognition of ANZ New
Zealand’s total Additional Tier 1 capital instruments that were outstanding at 30 September 2021.
•In March 2021, the RBNZ announced that its restrictions on dividends put in place in April 2020 would be eased. The updated restrictions allow ANZ New Zealand to pay up to 50% of its
earnings as dividends to its shareholder. This restriction has now been removed by the RBNZ as at 1 July 2022. Further, in March2021, the RBNZ announced that it would remove the
restrictions on redemption of non-CET1 capital instruments.
(N) RISK ARISING FROM LITIGATION AND CONTINGENT LIABILITIES
From time to time, the ANZ Group may be subject to material litigation, regulatory actions, legal or arbitration proceedings andother contingent liabilities that may adversely affect the ANZ
Group’s Position.
The ANZ Group had contingent liabilities as at 31 March 2022 in respect of the matters outlined in Note 20 of the Condensed Consolidated Financial Statements.
Note 20 includes, among other things, descriptions of:
•regulatory and customer exposures;
•benchmark/rate actions;
•capital raising action;
•consumer credit insurance litigation;
•Esanda dealer car loan litigation;
•OnePath superannuation litigation;
•New Zealand loan information litigation;
•Credit cards litigation;
•Unlicensed third parties action;
SECTION 6 CONTINUED
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•Breakfree/ offset action;
•the Royal Commission;
•security recovery actions; and
•warranties, indemnities and performance management fees.
In recent years there has been an increase in the number of matters on which the ANZ Group engages with its regulators. Therehave also been significant increases in the nature and scale of
regulatory investigations, surveillance and reviews, civil and criminal enforcement actions (whether by court action or otherwise), formal and informal inquiries, regulatory supervisory
activities and the quantum of fines issued by regulators, particularly against financial institutions both in Australia and globally. The ANZ Group has received various notices and requests for
information from its regulators as part of both industry wide and ANZ Group-specific reviews and has also made disclosures to its regulators at its own instigation. The nature of these
interactions can be wide ranging and, for example, include or have included a range of matters including responsible lending practices, regulated lending requirements, product suitability
and distribution, interest and fees and the to charge them, customer remediation, wealth advice, insurance distribution, pricing, competition, conduct in financial markets and financial
transactions, capital market transactions, anti-money laundering and counter-terrorism financing obligations, reporting and disclosure obligations and product disclosure documentation.
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.
There is a risk that contingent liabilities may be larger than anticipated or that additional litigation, regulatory actions,legal or arbitration proceedings or other contingent liabilities may arise.
(O) RISK RELATING TO FINES AND SANCTIONS IN THE EVENT OF BREACHES OFLAW OR REGULATION RELATING TO ANTI-MONEY LAUNDERING,
COUNTER-TERRORISM FINANCING AND SANCTIONS
Anti-money laundering (AML), counter-terrorism financing (CTF) and sanctions compliance have been the subject of significant regulatory change and enforcement in recent years. The
increasingly complicated environment in which the ANZ Group operates has heightened these operational and compliance risks. Furthermore, the increased transparency of the outcomes of
compliance issues at financial institutions both domestically and globally and the related fines and settlement sums mean that these risks continue to be an area of focus for the ANZ Group.
As a result of the current conflict in Ukraine, there is an unprecedented volume of sanctions being applied to Russia, and potentially other governments, by regulators around the globe.
Whilst many governments across the United States, Europe and Australia are largely united as regards to the intended sanctions targets, the nuances and specific restrictions are not fully
aligned. Furthermore, many corporate institutions around the world are assessing their risk appetite regarding ongoing business activity with or in Russia or with Russian owned entities. This
has heightened the operational and compliance risks in navigating those transactions and dealings that are considered lawful,orwithin other counterparties’ risk appetite. This situation is
expected to continue for the medium term, and to increase as the conflict in the region persists.
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In recent years, there has been an increase in action taken by key AML/CTF regulators against Reporting Entities’ (in Australia,a ‘Reporting Entity’ constitutes a legal entity that provides at
least one ‘designated service’ to a customer, such as opening a bank account or providing a loan). AUSTRAC continues to publish material to inform Reporting Entities of AUSTRAC’s
expectations in areas such as investment in systems and controls required to identify, mitigate and manage their AML/CTF risks, and involvement of senior management and boards in
managing the risks.
In late 2019, AUSTRAC commenced civil penalty proceedings against a major Australian bank relating to alleged past reporting contraventions of the Australian Anti-Money Laundering and
Counter-Terrorism Financing Act 2006. In September 2020, an agreed statement of facts was filed in Federal Court resulting in a civil penalty of A$1.3 billion being imposed against the bank.
This is the largest financial penalty imposed on a financial institution in Australia’s history (almost twice the amount of the previous largest AUSTRAC financial penalty) confirming AUSTRAC’s
continued efforts to penalise significant non-compliance with the AML/CTF regime. AUSTRAC has continued to use its regulatory powers toward Reporting Entities across its regulated
populations with further civil action and other orders in place that the ANZ Group closely monitors.
Similarly, the RBNZ has stated that its appetite for taking formal enforcement action for breaches of the New Zealand Anti-MoneyLaundering and Countering Financing of Terrorism Act 2009
has increased, and the propensity for other regulators (including in Asia and the Pacific) to take action for non-compliance with their local AML/CTF laws has increased.
ANZ New Zealand self-identified and notified three prescribed transaction reporting ("PTR") matters to the RBNZ, where transaction reports had not been filed within the prescribed
timeframe. The RBNZ informed ANZ New Zealand that it considers one of these matters (related to 6,409 transaction reports of a certain SWIFT message type) to be a material breach, and the
other two to be minor breaches, of New Zealand’s Anti-Money Laundering and Countering Financing of Terrorism Act 2009 relating to PTR. These matters have been referred to the RBNZ's
enforcement team for review. The potential outcome of these matters remains uncertain at this time.
While the COVID-19 pandemic continues to evolve at different paces in many of the jurisdictions in which the ANZ Group operates,close monitoring of the levels and types of financial
crimes continues across the ANZ Group. To date, the most notable impact has been the changing types of scams with criminals targeting vulnerable customers using the COVID-19 pandemic
as a cover, identity theft and false applications for Government support and a significant increase in scams occurring concurrently with the Russia-Ukraine crisis. There is a continuing risk that
the management of alerts for potential money laundering or terrorism financing activities may be slowed due to both resource availability and/or changed working arrangements.
The risk of non-compliance with AML/CTF and sanction laws remains high given the scale and complexity of the ANZ Group and the lack of clarity around some mandatory reporting
requirements. Emerging technologies, such as those provided by virtual asset service providers (e.g. digital currency exchanges and wallet providers) as well as increasingly complex
remittance arrangements via fintechsand other disruptors, may limit the ANZ Group’s ability to track the movement of funds, develop relevant transaction monitoring, and meet reporting
obligations. Additionally, the complexity of the ANZ Group’s technology, and the increasing frequency of changes to systems thatplay a role in AML/CTF and sanctions compliance puts the
ANZ Group at risk of inadvertently failing to identify an impact on the systems and controls in place. A failure to operate arobust program to report the movement of funds, combat money
laundering, terrorism financing, and other serious crimes may have serious financial, legal and reputational consequences forthe ANZ Group and its employees.
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Consequences can include fines, criminal and civil penalties, civil claims, reputational harm and limitations on doing business in certain jurisdictions. These consequences, individually or
collectively, may adversely affect the ANZ Group’s Position. The ANZ Group’s foreign operations may place the ANZ Group underincreased scrutiny by regulatory authorities and subject the
ANZ Group to increased compliance costs.
(P) RISKS RELATING TO UNEXPECTED CHANGES TO THE ANZ GROUP’S LICENCE TO OPERATE IN ANY JURISDICTION
The ANZ Group is licensed to operate in various countries, states and territories. Unexpected changes in the conditions of the licenses to operate by governments, administrations or
regulatory agencies that prohibit or restrict the ANZ Group from trading in a manner that was previously permitted may adverselyimpact the ANZ Group’s Position.
(Q) RISKS RELATING TO OPERATIONAL RISK EVENTS
Operational risk is the risk of loss and/or non-compliance with laws resulting from inadequate or failed internal processes, people and systems or from external events. This definition includes
legal risk, and the risk of reputational loss or damage arising from inadequate or failed internal processes, people, and/or systems, but excludes strategic risk.
Operational risk categories include but are not limited to:
•internal fraud (for example, involving employees or contractors);
•external fraud (for example, fraudulent loan applications or ATM skimming);
•employment practices, loss of key staff, inadequate workplace safety and failure to effectively implement employment policies;
•impacts on clients, products and business practices (for example, misuse of customer data or anti competitive behaviour);
•business disruption (including systems failures);
•reputational risk;
•cyber risk;
•conduct and culture risks;
•damage to physical assets;
•execution, delivery and process management (for example, processing errors or data management failures);
•financial crime; and
•change risk events (for example, failure to deliver a change or risks resulting from change initiatives).
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Loss from operational risk events may adversely affect the ANZ Group’s Position. Such losses can include fines, penalties, imposts (including capital imposts), loss or theft of funds or assets,
legal costs, customer compensation, loss of shareholder value, reputation loss, loss of life or injury to people, and loss ofproperty and/or information.
Pursuant to APRA requirements, the ANZ Group must also maintain “operational risk capital” reserves in the event future operational events occur.
COVID-19 related challenges have resulted in a number of changes to how the ANZ Group undertakes its operations including adapting to remote working arrangements. Whilst most major
offices have returned to a blended/hybrid working environment, the ANZ Group endeavours to follow the relevant government directions in terms of place of work, and any occupancy
restrictions. Reliance on digital channels continues to remain high, which in turn heightens the risks associated with cyber-attacks and any disruption to system/service availability.
Whilst business continuity plans have been well tested and refined during the pandemic, impact to system/service availabilitystill has the ability to impact the ANZ Group’s Position from a
reputational, financial and compliance perspective.
(R) RISK RELATING TO THE INABILITY TO ATTRACT, DEVELOP, MOTIVATE ANDRETAIN THE ANZ GROUP’S PEOPLE TO MEET CURRENT AND FUTURE
BUSINESS NEEDS
Key executives, employees and directors play an integral role in the operation of the ANZ Group's business and its pursuit ofits strategic objectives. The unexpected departure of an
individual in a key role, or the ANZ Group's failure given the challenges in the current environment to recruit, develop and retain an appropriately skilled and qualified person into these roles,
particularly in areas such as digital, technology, risk or compliance, could have an adverse effect on the ANZ Group’s Position.These risks may be further exacerbated by the ongoing impacts
of the COVID-19 pandemic, including on employee well-being, social and employment choices.
(S) RISK RELATING TO ANZ GROUP’S REPUTATION ARISING FROM OPERATIONALFAILURES AND REGULATORY COMPLIANCE FAILURES
The ANZ Group’s reputation is a valuable asset and a key contributor to the support that it receives from the community in respect of its business initiatives and its ability to raise funding or
capital.
Reputational risk may arise as a result of an external event or the ANZ Group’s actual or perceived actions and practices, whichinclude operational and regulatory compliance failures. The
occurrence of such events may adversely affect perceptions about the ANZ Group held by the public (including the ANZ Group’s customers), shareholders, investors, regulators or rating
agencies. The impact of a risk event on the ANZ Group’s reputation may exceed any direct cost of the risk event itself and may adversely impact the ANZ Group’s Position.
SECTION 6 CONTINUED
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The ANZ Group may incur reputational damage where one of its practices fails to meet community expectations which are continually changing and evolving. As these expectations may
exceed the standard required in order to comply with applicable law, the ANZ Group may incur reputational damage even where it has met its legal obligations. A divergence between
community expectations and the ANZ Group’s practices could arise in a number of ways, including in relation to its product and services disclosure practices, pricing policies and use of data.
Further, the ANZ Group’s reputation may also be adversely affected by community perception of the broader financial services industry, particularly in an environment of rising interest rates.
Additionally, reputational damage may also arise from the ANZ Group’s failure to effectively manage risks, enforcement or supervisory action by regulators, adverse findings from regulatory
reviews and failure or perceived failure to adequately respond to community, environmental and ethical issues.
While impacts of the COVID-19 pandemic are ongoing, and the longer-term financial and non-financial effects are yet to be fully realised, it is possible there may be unintended
consequences from the ANZ Group’s actions which may give rise to negative perceptions about the ANZ Group.
Additionally, certain operational and regulatory compliance failures or perceived failures, may give rise to reputational risk. Such operational and regulatory compliance failures include, but
are not limited to:
•failures related to fulfilment of identification obligations;
•failures related to new product development;
•failures related to ongoing product monitoring activities;
•failures related to suitability requirements when products are sold outside of the target market;
•market manipulation or anti-competitive behaviour;
•failure to comply with disclosure obligations;
•inappropriate crisis management/response to a crisis event;
•inappropriate handling of customer complaints;
•inappropriate third party arrangements;
•privacy breaches; and
•unexpected risks (e.g. credit, market, operational or compliance).
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Damage to the ANZ Group’s reputation may have wide-ranging impacts, including adverse effects on the ANZ Group’s profitability, capacity and cost of funding, increased regulatory
scrutiny, regulatory enforcement actions, additional legal risks and availability of new business opportunities. The ANZ Group’sability to attract and retain customers could also be adversely
affected if the ANZ Group’s reputation is damaged, which may adversely affect the ANZ Group’s Position.
(T) RISK RELATING TO CONDUCT EVENTS
The ANZ Group defines conduct risk as the risk of loss or damage arising from the failure of the ANZ Group, its employees or agents to appropriately consider the interests of consumers, the
integrity of the financial markets, and the expectations of the community in conducting the ANZ Group’s business activities.
Conduct risks include:
•the provision of unsuitable or inappropriate advice to customers;
•the representation of, or disclosure about, a product or service which is inaccurate, or does not provide adequate information about risks and benefits to customers;
•a failure to deliver product features and benefits in accordance with terms, disclosures, recommendations and/or advice;
•a failure to appropriately avoid or manage conflicts of interest;
•inadequate management of complaints or remediation processes;
•a failure to respect and comply with duties to customers in financial hardship; and
•unauthorised trading activities in financial markets, in breach of the ANZ Group’s policies and standards.
There has been an increasing regulatory and community focus on conduct risk, including in Australia and New Zealand. The ANZ Group has a centralised and dedicated team tasked with
undertaking a variety of customer remediation programs, including to address specific conduct issues identified in ANZ Group reviews. Conduct risk events may expose the Group to
regulatory actions, restrictions or conditions on banking licenses and/or reputational consequences that may adversely affectthe ANZ Group's Position. It is possible that remediation
programs may not be implemented appropriately or may lead to further remediation work being required, resulting in litigation, regulatory action and/or increasing cost to the ANZ Group,
all of which may adversely affect the ANZ Group’s Position.
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(U) RISK RELATING TO THE DISRUPTION OF INFORMATION TECHNOLOGY SYSTEMS OR FAILURE TO SUCCESSFULLY IMPLEMENT NEW TECHNOLOGY
SYSTEMS
The ANZ Group’s day-to-day activities and its service offerings (including digital banking) are highly dependent on information technology (IT) systems. Disruption of IT systems, or the
services the ANZ Group uses or is dependent upon, may result in the ANZ Group failing to meet its compliance obligations and/or customers’ banking requirements.
The ANZ Group has an ongoing obligation to maintain its IT systems and to identify, assess and respond to risk exposures caused by the use of technology including IT asset lifecycle, IT asset
project delivery, technology resilience, technology security, use of third parties, data retention/restoration or business rulesand automation. Inadequate responses to these risk exposures
could lead to unstable or insecure systems or a decrease in the ANZ Group’s ability to service its customers, increased costs, and non-compliance with regulatory requirements, which may
adversely affect the ANZ Group’s Position. As an example, following the COVID-19 pandemic, more of the ANZ Group’s staff and third-party contractors are working remotely or from
alternative work sites, which has put additional stress on the ANZ Group’s productivity and remote access to systems.
The ANZ Group has incident response, disaster recovery and business continuity measures in place designed to ensure that critical IT systems will continue to operate during both short-term
and prolonged disruption events for all businesses across the ANZ Group’s network, including the ANZ New Zealand Group, whichrelies on the ANZ Group to provide a number of IT systems.
A failure of the ANZ Group’s systems may affect the ANZ Group’s network, which may in turn, adversely affect the ANZ Group’s Position. The COVID-19 pandemic has highlighted that these
arrangements must cater for vast and improbable events, and ensure critical information systems can be supported and accessedbya large number of technology and business users for
extended periods. If such measures cannot be effectively implemented, this may adversely affect the ANZ Group’s Position.
In addition, the ANZ Group must implement and integrate new technology systems, most notably Cloud technologies, into the existing technology landscape to ensure that the ANZ Group’s
technology environment is cost-effective and can support evolving customer requirements. Inadequate implementation and integration of these systems, incorrect assessments of the risks
they pose or improper management of the supply chain for new technologies may adversely affect the ANZ Group’s Position.
(V) RISK ASSOCIATED WITH INFORMATION SECURITY INCLUDING CYBER-ATTACKS
The primary focus of information security is to protect information and technology systems from disruptions to confidentiality, integrity or availability. As a bank, the ANZ Group handles a
considerable amount of personal and confidential information about its customers and its own internal operations, from the multiple geographies in which the ANZ Group operates. This
information is processed and stored on both internal and third party hosted environments. Any failure of security controls operated by the ANZ Group or its third parties could adversely
affect the ANZ Group’s business.
The risks to systems and information are inherently higher in certain countries where, for example, political threats or targeted cyber-attacks by terrorist or criminal organisations are greater.
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The ANZ Group is conscious that cyber threats, such as advanced persistent threats, distributed denial of service, malware and ransomware, are continuously evolving, becoming more
sophisticated and increasing in volume. The COVID-19 pandemic has increased the number of staff working offsite for an extended period, which may increase information security risks to
the ANZ Group. Cyber criminals may attempt to take advantage through pursuing exploits in end point security, spreading malware,and increasing phishing attempts. Furthermore, these
risks may be further exacerbated by geopolitical risks.
Additionally, failures in the ANZ Group’s cybersecurity policies, procedures or controls, could result in loss of data or other sensitive information (including as a result of an outage) and may
cause associated reputational damage. Any of these events could result in significant financial losses (including costs relatingto notification of, or compensation for customers), regulatory
investigations or sanctions or may affect the ANZ Group’s ability to retain and attract customers, and thus may adversely affectthe ANZ Group’s Position.
(W) RISK RELATING TO DATA MANAGEMENT
Data management processes include capturing, processing, distributing, accessing, retaining and disposing of large quantitiesofdata, including sensitive data. Data management is reliant
on the ANZ Group’s systems and technology. Data quality management is a key area of focus, as data is relied on to assess various issues and risk exposures. Any deficiencies in data quality, or
the effectiveness of data gathering, analysis and validation processes, or failure to appropriately manage and maintain the ANZ Group’s data, systems and technology, could result in
ineffective risk management practices and, inaccurate risk reporting which may adversely impact the ANZ Group’s Position. Furthermore, failure to comply with data management
obligations, including regulatory obligations may cause the ANZ Group to incur losses, or result in regulatory action.
(X) RISK ARISING FROM IMPACT OF FUTURE CLIMATE EVENTS, HUMAN RIGHTS,GEOLOGICAL EVENTS, PLANT, ANIMAL AND HUMAN DISEASES AND OTHER EXTRINSIC EVENTS
The ANZ Group and its customers are exposed to environmental, social and governance risks, including climate-related events, geological events (including volcanic seismic activity or
tsunamis), plant, animal and human diseases or a pandemic such as COVID-19 and human rights risks. Each of these can cause significant impacts on the ANZ Group’s operations and its
customers.
Climate-related events can include severe storms, drought, fires, cyclones, hurricanes, floods and rising sea levels. The impactof these events can be widespread, extending beyond primary
producers to customers of the ANZ Group who are suppliers to the agricultural sector, and to those who reside in, and operatebusinesses within, impacted communities. The impact of these
losses on the ANZ Group may be exacerbated by a decline in the value and liquidity of assets held as collateral, which may impact the ANZ Group’s ability to recover its funds when loans
default.
Recent examples in Australia include severe drought conditions, bushfires in 2019/2020, and severe flooding in 2021 and 2022.
Geological event impacts have occurred in New Zealand in 2011 and the COVID-19 pandemic continues to impact the ANZ Group’s operations and customers.
SECTION 6 CONTINUED
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Human rights risks can relate to the safety and security of our people, labour rights, modern slavery, privacy and consumer protection, corruption and bribery and land rights. The ANZ Group
uses risk-based due diligence to identify human rights risks and impacts associated with our business relationships. Failure to manage these risks may result in adverse impacts to the ANZ
Group’s Position.
New regulations or guidance relating to climate change, human rights, environmental, social or governance risks, as well as the perspectives of shareholders, employees and other
stakeholders, may affect whether and on what terms and conditions the ANZ Group engages in certain activities or offer certain products.
Depending on their frequency and severity, these extrinsic events may continue to interrupt or restrict the provision of somelocal services such as the ANZ Group branch or business centres
or ANZ Group services, and may also adversely affect the ANZ Group’s financial condition or collateral position in relation to credit facilities extended to customers, which in turn may
adversely affect the ANZ Group’s Position.
(Y) RISK RELATING TO MODELLING
As a large financial institution, the ANZ Group relies on a number of models for material business decision making including butnot limited to calculating capital requirements, provision
levels, customer compensation payments and stressing exposures. If the models used prove to be inadequately designed, implemented or maintained or based on incorrect assumptions or
inputs this may adversely impact the ANZ Group’s Position
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ACQUISITION RISK FACTORS FOR SUNCORP BANK
(a) Analysis of Acquisition opportunity
ANZ undertook a due diligence process in respect of the Acquisition, which relied in part on a review of financial, technology, legal and other information provided in respect of Suncorp Bank or
was otherwise provided at meetings held with Suncorp Bank management. Despite making reasonable efforts as part of its due diligence investigations, ANZ has not been able to verify the
accuracy, reliability or completeness of all the information which was provided.
If any information provided and relied upon by ANZ in its due diligence for the Acquisition and preparation of this Presentationproves to be incorrect, incomplete or misleading, there is a risk
that the actual financial position and performance of Suncorp Bank and the ANZ Group may be materially different to the expectations and targets reflected in this Presentation.
Investors should also note that there is no assurance that the due diligence conducted was conclusive, and that all material issues and risks in respect of the Acquisition have been identified and
avoided or managed appropriately (for example, because it was not always possible to negotiate indemnities or representationsand warranties in respect of Suncorp Bank to cover all potential
risks). Therefore, there is a risk that issues and risks may arise which will also have a material impact on the ANZ Group. For example, ANZ may later discover liabilities, defects or gaps which were
not identified through due diligence or for which there is no contractual protection for ANZ. This could adversely affect theANZ Group’s financial position and performance.
ANZ has also undertaken financial, tax, legal, commercial and technical analysis of Suncorp Bank to determine its attractivenessto ANZ and whether to proceed with the Acquisition. It is possible
that despite such analysis and the best estimate assumptions made by ANZ, the conclusions drawn are inaccurate or are not realised. To the extent that the actual results achieved by the
Acquisition are different to those indicated by ANZ’s analysis, there is a risk that the performance of ANZ following the Acquisition may be different (including in a materially adverse way) from
what is reflected in this Presentation.
ANZ’s financial modelling for the Suncorp Bank Acquisition is based on estimates and assumptions which may turn out to be incorrect or based on circumstances which do no not eventuate.
These include making subjective assumptions in respect of Suncorp Bank’s financial performance, the expected synergies, valuation and financing of the transaction. Where possible,
assumptions have been derived by reference to Suncorp Bank’s and ANZ’s historical performance but these may not be an appropriate predictor of future performance. There are risks in
interpretating, using and applying key assumptions in deriving the expected returns, including financial modelling miscalculations.
(b) Completion risks
Completion of the Suncorp Bank Acquisition is conditional on:
• the approval of the Treasurer of the Commonwealth of Australia under the Financial Sector (Shareholdings) Act 1988 (Cth);
• Australian Competition and Consumer Commission (ACCC) authorisingor advising it does not object to, or does not propose to commence proceedings in respect of, the Suncorp Bank
Acquisition; and
• the amendment of the State Financial Institutions and MetwayMerger Act 1996 (Qld),
as set out in the share sale and purchase agreement in respect of the Suncorp Bank Acquisition (Suncorp Bank Sale Agreement).
ANZ will also have a termination right under the Suncorp Bank Sale Agreement if the Australian Prudential Regulation Authority (APRA) issues a written communication to ANZ under or in
connection with APS 222 (Associations with Related Entities) to the effect that ANZ must not proceed with completion of the Acquisition.
If the conditions the Suncorp Bank Sale Agreement are not satisfied by their due date for satisfaction, or the APRA communication is issued, completion of the Acquisition may be deferred or may
not occur on the current terms or at all. Similarly, if any of the completion deliverables under the Suncorp Bank Sale Agreementare not delivered, completion of the Acquisition may be deferred
or may not occur on the current terms or at all.
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ACQUISITION RISK FACTORS FOR SUNCORP BANK
If the Acquisition is not completed for any reason, ANZ will need to consider alternative uses for proceeds of the Entitlement Offer, or ways to return the proceeds (net of transaction costs) to
shareholders.
If completion of the Acquisition is delayed, ANZ may incur additional costs and it may take longer than anticipated for ANZ to realise the benefits of the Acquisition. Further, a significant delay to
completion of the Acquisition may have adverse effects on the underlying business of Suncorp Bank, including in terms of growth,employee engagement, customer attrition or funding costs.
Any failure to complete, or delay in completing, the Acquisition and/or any action required to be taken to return capital to shareholders who participated in the Entitlement Offer, may have a
material adverse effect on the ANZ’s Group’s financial position and performance and the trading price of ANZ shares.
(c) Risks associated with existing contracts and agreements
Suncorp Bank is a party to certain contractual arrangements containing termination for convenience provisions and change of control provisions that, in the absence of counterparty consent,
may be triggered by completion of the Acquisition. There is a risk of each counterparty refusing or imposing onerous or unacceptable conditions on their consent.
Additionally, there is a risk that contractual arrangements could be terminated, lost or impaired, or renewed or replaced on less favourable terms from time to time. Some of these contractual
arrangements can be terminated without cause or on short notice periods (depending on the circumstances). Further, some contractual arrangements may be breached or terminated as a result
of the Acquisition, or as a result of the proposed funding arrangements for the Acquisition. The breach, termination or non-renewal of material contracts could have adverse consequences for
ANZ Group’s financial position and performance.
(d) Historical liabilities
If the Acquisition completes, ANZ may become directly or indirectly exposed to liabilities that Suncorp Bank has incurred or areliable for in respect of its respective prior acts or omissions.
This may include legal and regulatory liabilities for which Suncorp Bank may not be adequately indemnified, or liabilities whichwere not identified during ANZ’s due diligence (including in
respect of matters of which Suncorp Bank was not aware) or which are greater than expected, for which insurance may not be available, or for which ANZ was unable to negotiate sufficient
protection in the Suncorp Bank Sale Agreement.
Such liabilities may adversely affect the ANZ Group’s financial position and performance post completion if the Acquisition completes.
Further, as a financial services provider, Suncorp Bank is subject to regulatory oversight and supervision from APRA and other regulators, including the Australian Securities and Investments
Commission and AUSTRAC. Suncorp Bank may be subject to further regulatory action in respect of acts or omissions that occurred prior to the completion of the Suncorp Bank Sale Agreement
that may not have been disclosed as part of due diligence or known to Suncorp Bank.
In these instances, there may be circumstances where the indemnities given by the seller of Suncorp Bank does not cover part of or all of the fines and penalties that may be payable to regulators,
or customers as a result of remediation programs, in respect of pre-completion breaches of law. Matters resulting in any regulatory action may also lead to the requirement for Suncorp Bank to
upgrade, uplift or improve its systems, which may also not be indemnified and may adversely affect Suncorp Bank's business, operations or financial performance.
The Suncorp Bank Sale Agreement contains a number of representations, warranties and indemnities, however despite ANZ’s due diligence investigations the warranties and indemnities may not
be sufficient to cover the actual liability incurred in connection with any known or unknown liabilities of Suncorp Bank. As is usual, the warranties and indemnities are also subject to certain
financial claims thresholds and other limitations.
Any material unsatisfied warranty or indemnity claims could adversely affect ANZ's financial position or performance or operations.
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(e) Impairment of intangible assets
As part of the Acquisition, ANZ will need to perform a fair value assessment of Suncorp Bank’s assets (including intangibles)and liabilities. In the event that goodwill or any other intangible assets
are required to be impaired under the Australian Accounting Standards post completion of the Acquisition, this will result inanadditional expense in the income statement of the ANZ Group.
(f ) Integration and synergies
There is a risk that the success and profitability of ANZ following completion of the Suncorp Bank Acquisition could be adversely affected if Suncorp Bank is not integrated effectively. The process
of integrating operations could, among other things, divert management's attention from the activities of one or more of the businesses, as well as interrupting business momentum, and could
result in the loss of key personnel, any of which could have an adverse effect on the ANZ Group's financial position and performance.
Possible issues that may arise include:
i.loss of revenue and customers, including due to:
• product change, including alignment of product features;
• changes to credit risk assessments;
• brand changes and customer perceptions;
• the ANZ Group's ability to meet expected service levels following completion of the Suncorp Bank Acquisition and integration of Suncorp Bank into the ANZ Group; and
• perceived impact of change of ownership.
ii.lack of capability and talent to deliver integration;
iii.unanticipated or higher than expected costs, delays or failures relating to integration of businesses, support operations, accounting, other systems or insurance arrangements;
iv.unanticipated or higher than expected costs or extensive delays in planned upgrades, migration, integration and decommissioning of information technology systems and platforms;
v.failure to derive the expected benefits of the strategic growth initiatives; and
vi.disruption of ongoing operations of other ANZ businesses.
It is also possible that ANZ may be unable to successfully communicate the rationale for the Suncorp Bank Acquisition to customers, investors, employees or suppliers of the ANZ Group. If any of
these groups fail to support the Suncorp Bank Acquisition, or if ANZ fails to achieve the targeted synergies of integration, it may impact on the financial position and performance of the ANZ
Group and the future price of ANZ shares.
ANZ will incur substantial additional expenses integrating Suncorp Bank with ANZ's existing operations. The total amount of the indirect integration costs of the Suncorp Bank Acquisition are
difficult to estimate and may be materially different from ANZ's estimates.
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(g)Separation risk
Despite the transitional arrangements negotiated with the seller, the separation of Suncorp Bank from the Suncorp Bank group maybe more difficult than anticipated. In particular, the nature
and extent of functions provided on a group-wide basis, about which ANZ has limited information, may render the separation from the Suncorp Bank group more costly and time-consuming
than ANZ expects and may diminish the amount of synergies ANZ expects to generate from the integration of Suncorp Bank with ANZ.
(h) ANZ Group's growth projections
There is a risk that existing Suncorp Bank customers may elect to leave Suncorp Bank and/or that third party channels may withdraw their recommendation or elect to recommend alternative
providers following completion of the Suncorp Bank Acquisition. Should this be extensive, it could result in the actual strategic growth position of the ANZ Group being materially different to
ANZ expectations, including the expectations reflected in this Presentation.
(i) ANZ Group's funding position
There is a risk that deposit customers, debt investors, third parties and other intermediaries who provide funding or credit lines to the ANZ Group may elect to withdraw funds or not continue to
provide funding. If the withdrawal of funds or support is material, this could result in the actual funding position and liquidity of Suncorp Bank being materially different to ANZ’s expectations,
including the expectations reflected in this Presentation. It also may impact the ANZ and Suncorp Bank’s credit ratings, costoffunds and access to further funding, which could in turn affect the
funding and liquidity position of the ANZ Group and Suncorp Bank and the financial performance of ANZ.
(j) Risks associated with retention of key members of management or operating personnel
The successful continued operation of Suncorp Bank’s business is dependent on its ability to retain experienced and high-performing key management and operating personnel. The loss of these
personnel could have an adverse effect on ANZ's financial position and performance. After completion of the Acquisition, despiteany retention arrangements put in place, ANZ can provide no
assurance regarding the potential loss of any key members of Suncorp Bank’s management or operating personnel.
Given there may be cultural differences between Suncorp Bank and ANZ, there is a risk that these differences, if not carefully managed, may lead to a loss of Suncorp Bank employees.
Any inability to retain, attract and motivate key members of management or operating personnel of Suncorp Bank could adversely impact ANZ’s financial position and performance.
(k) Risks associated with the size of the Acquisition
Suncorp Bank, if acquired by ANZ, will be a significant part of ANZ Group's overall business. The increased relative exposuretoANZ Group's businesses could adversely impact ANZ Group's
financial position and performance if Suncorp Bank does not perform as expected.
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ENTITLEMENT OFFER AND GENERAL RISKS
(a) Underwriting risk
ANZ has entered into an underwriting agreement under which two underwriters have agreed to fully underwrite the Entitlement Offer, subject to the terms and conditions of the
underwriting agreement between the parties. The underwriters’ obligation to underwrite the Entitlement Offer is conditional on certain customary matters, including ANZ delivering certain
certificates, sign-offs and opinions to the underwriters. Further, if certain events occur, the underwriters may terminate the underwriting agreement. Termination of the underwriting
agreement would have an adverse impact on the proceeds raised under the Entitlement Offer. In these circumstances ANZ may need to find alternative ways to help fund the Acquisition.
Termination of the underwriting agreement could materially adversely affect the ANZ Group’s Position.
The underwriters’ obligations to underwrite the Entitlement Offer are conditional on certain matters, including that no condition precedent in the Acquisition agreement fails or becomes
incapable of being satisfied (unless it has been waived) before 9.00am on each settlement date (as applicable) and that neither the ASX nor NZX indicate that it will not grant permission for
the official quotation of the ANZ shares issued under the Entitlement Offer. The events which may trigger termination of the underwriting agreement include where:
a)ASX announces that ANZ will be removed from the official list or that any ANZ shares will be delisted or suspended from quotation by ASX (other than in connection with the
Entitlement Offer);
b)NZX announces that ANZ will be removed from the official list or that any ANZ shares will be delisted or suspended from quotation by NZX (other than in connection with the
Entitlement Offer);
c)ANZ alters its capital structure without the consent of the underwriters;
d)the Acquisition agreement is terminated, rescinded or is finally determined to be void or voidable by a court of competent jurisdiction;
e)*the Acquisition agreement is amended without the consent of the underwriters;
f)ANZ is insolvent or there is an act or omission which may result in ANZ becoming insolvent;
g)*a material subsidiary of ANZ is insolvent or there is an act or omission which may result in a material subsidiary of ANZ becoming insolvent;
h)*there is an alteration in the composition of ANZ’s executive management team, its board of directors or its constitution (otherthan one already disclosed to ASX) without the prior
written consent of the underwriters;
i)*ANZ contravenes the Corporations Act, its constitution, the ASX Listing Rules or other applicable law;
j)ANZ or any of its directors engage in fraud or commit certain offences;
k)a certificate required to be furnished by ANZ under the underwriting agreement is not furnished by the time specified or is untrue, inaccurate, incomplete or misleading or deceptive in
any respect;
l)*in specified jurisdictions, there is a material disruption or a moratorium declared by a central banking authority on commercial banking, security settlement or clearance services or
there is a suspension or material limitation in trading in securities generally on the ASX, NYSE or LSE or there is any adverse change or disruption to the financial, political or economic
conditions, currency exchange rates or controls or financial markets in specified jurisdictions;
m)*a new law, regulation or Government agency policy is introduced or announced in a State, Territory or the Commonwealth Parliament other than a law, regulation or policy which had
been announced or generally known prior to the date of the underwriting agreement;
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n)*hostilities not existing at the date of the underwriting agreement commence or a major escalation in existing hostilities occurs involving specified jurisdictions or a major terrorist
attack is perpetrated in a specified jurisdiction;
o)certain regulatory action is undertaken against ANZ in relation to the Entitlement Offer or the offer documents;
p)ASX and NZX approval for official quotation of the ANZ shares to be issued under the Entitlement Offer is refused or is not granted, or if granted, is withdrawn on or before the date ASX
or NZX makes an official statement to any person or indicates to ANZ or the underwriters that official quotation of the shares issued under the Entitlement Offer will not be granted;
q)*the offer documents omit any information required by the Corporations Act or any other applicable law or the offer documentsare misleading or deceptive or likely to mislead or
deceive;
r)ANZ becomes required to give or gives a correcting notice under sections 708AA(10) or 708AA(12) of the Corporations Act;
s)ANZ withdraws the Entitlement Offer;
t)*there is an adverse change in, or an event occurs which gives rise to, or is likely to give rise to, an adverse change in the condition (financial or otherwise), assets, earnings, business,
affairs, results of operations, management or prospects of the ANZ Group from that existing at the date of the underwriting agreement;
u)any event specified in the underwriting agreement timetable is delayed for more than three business days without the prior written consent of the underwriters; or
v)*ANZ fails to perform or observe any of its obligations under the underwriting agreement or a representation or warranty madeorgiven by ANZ under the underwriting agreement
proves to be, or has been, or becomes, untrue or incorrect.
The ability of the underwriters to terminate the underwriting agreement in respect of the events above marked with an * will depend on whether the event has or is likely to have a material
adverse effect on the success, marketing or settlement of the Entitlement Offer, the value of the ANZ shares, or the willingnessof investors to subscribe for ANZ shares, or where they may
give rise to liability for the underwriters or their respective affiliates.
(b) Renouncement risk
If you are an eligible shareholder, and you do not take up or sell your entitlements under the Entitlement Offer, then your entitlements will be treated as renounced and will be sold on your
behalf in the institutional or retail bookbuild (as applicable) and any proceeds of sale of your entitlements will be paid toyou. However, there is no guarantee that any value will be received
for your renounced entitlements through the bookbuild process.
The ability to sell New Shares under the bookbuild and the ability to obtain any premium will be dependent upon various factors,including market conditions. Further, the bookbuild price
may not be the highest price available, but will be determined having regard to a number of factors, including having bindingand bona fide offers which, in the reasonable opinion of the
underwriters, will, if accepted, result in acceptable allocations to clear the entire book.
To the maximum extent permitted by law, ANZ, the underwriters and the respective related bodies corporate, affiliates or the directors, officers, employees or advisors of any of them, will not
be liable, including for negligence, for any failure to procure applications under the bookbuild at a price in excess of the offer price.
If there is a retail premium achieved on the retail bookbuild, it may be less than, more than, or equal to any premium achieved on the institutional bookbuild. Accordingly, it is possible that
retail shareholders who do not sell or take up their entitlements will receive less value than their institutional counterparts,or no value at all. You should also note that if you do not take up
all of your entitlement, then your percentage shareholding in ANZ will be diluted by not participating to the full extent in theEntitlement Offer. The tax consequences from selling or
transferring entitlements or from doing nothing may be different. Before choosing to do nothing in respect of entitlements, you should seek independent tax advice and may wish to refer to
the tax information contained in the retail information booklet which will provide further information on potential taxation implications for certain Australian shareholders.
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ENTITLEMENT OFFER AND GENERAL RISKS
(c) Risk of selling or transferring entitlements
If you are an eligible retail shareholder and do not wish to take up your entitlements, you can sell them on ASX or transfer them to another person or entity other than on ASX during the
retail trading period.
Prices obtainable for retail entitlements may rise and fall over the trading period and liquidity may vary. If you sell or transfer your entitlements at one stage in the retail trading period you
may receive a higher or lower price than a shareholder who sells or transfers their entitlements at a different stage in the retail trading period or through the retail shortfall bookbuild.
There is no guarantee that there will be a viable market during, or on any particular day in, the retail trading period, on which to sell retail entitlements on ASX.
Eligible retail shareholders who wish to sell their entitlements may be unable to do so at an acceptable price, or at all, ifinsufficient liquidity exists in the market for entitlements.
If you choose to transfer your entitlements to another person or entity other than on ASX, there is no guarantee that you will receive any value for transferred entitlements.
You should also note that if you sell or transfer all or part of your entitlements, then your percentage shareholding in ANZ will be diluted by not participating to the full extent in the
Entitlement Offer. The tax consequences from selling or transferring entitlements or from doing nothing may be different. Beforeselling or transferring entitlements, you should seek
independent tax advice and may wish to refer to the tax information contained in the retail information booklet which will provide further information on potential taxation implications for
certain Australian shareholders.
(d) Market price of ordinary shares will fluctuate
ANZ’s ordinary shares trade on the ASX. The market price of ANZ’s ordinary shares on the ASX may fluctuate due to various factors, including:
• the impact of COVID-19, or other pandemics or epidemics, and the measures taken to control their spread;
• Australian and international general economic conditions (including inflation rates, the level of economic activity, interest rates and currency exchange rates), changes in government
policy, changes in regulatory policy, the expressed views of regulators, investor sentiment and general market movements, which may or may not have an impact on the ANZ Group’s
Position;
•operating results that vary from expectations of securities analysts and investors;
•changes in expectations as to the ANZ Group’s future financial performance, including financial estimates by securities analysts and investors;
•changes in market valuations of other financial services institutions;
•changes in dividends paid to shareholders, ANZ Group’s dividend payout policy or ANZ Group’s ability to frank dividends;
•the announcement of acquisitions, strategic partnerships, joint ventures or capital commitments by ANZ Group or its competitors;
•changes in the market price of ordinary shares and / or other capital securities or other equity securities issued by ANZ orbyother issuers, or changes in the supply of equity securities or
capital securities issued by ANZ or by other issuers;
•changes in laws, regulations and regulatory policy;
•ANZ Group’s failure to comply with law, regulations or regulatory policy, which may result in regulatory investigations, inquiries, litigation, fines, penalties, infringement notices, revocation,
suspension or variation of conditions of relevant regulatory licences or other enforcement or administrative action or agreements (such as enforceable undertakings);
•other major Australian and international events such as hostilities and tensions, and acts of terrorism; and
•other events set out in the “PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS”.
It is possible that the price of ANZ’s ordinary shares will trade at a market price below the Entitlement Offer price as a result of these and other factors. It is also possible that new risks might
emerge as a result of Australian or global markets experiencing extreme stress or existing risks may manifest themselves in waysthat are not currently foreseeable.
SECTION 6 CONTINUED
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ENTITLEMENT OFFER AND GENERAL RISKS
(e) Dilution
If eligible shareholders do not participate in the Entitlement Offer, then their percentage shareholding in ANZ will be diluted and they will not be exposed to future increases or decreases in
ANZs’ share price in respect of those New Shares that would have been issued to them had they participated in the EntitlementOffer.
(f ) Investments in ordinary shares are not deposit liabilities or protected accounts under the Banking Act
ANZ’s ordinary shares (including the New Shares) are not deposit liabilities or protected accounts under the Banking Act 1959(Cth) (Banking Act). Therefore, they are not guaranteed or
insured by any Australian government, government agency or compensation scheme of Australia or any other jurisdiction.
(g) Future issues of debt or other securities by ANZ
ANZ and members of the ANZ Group may, at their absolute discretion, issue additional securities in the future that may rank ahead of, equally with or behind ordinary shares, whether or not
secured. Additionally, certain convertible securities currently on issue or which may be issued by ANZ and members of the ANZGroup in the future may be converted from debt to equity
securities. Any issue or conversion of other securities may dilute the relative value of existing ordinary shares and affect your ability to recover any value in a winding up.
An investment in ordinary shares confers no right to restrict ANZ from raising more debt or issuing other securities (subjecttorestrictions imposed under the ASX Listing Rules), to require ANZ
to refrain from certain business changes, or to require ANZ to operate within potential certain ratio limits.
An investment in ordinary shares carries no right to participate in any future issue of securities (whether equity, hybrid, debtor otherwise) by any member of the ANZ Group, other than future
pro rata issues if the shareholder is eligible to participate in the pro rata issue under relevant laws.
No prediction can be made as to the effect, if any, such future issues of debt or other issues of securities by an entity in theANZ Group may have on the market price or liquidity of ordinary
shares.
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ENTITLEMENT OFFER AND GENERAL RISKS
(h) Powers of a Banking Act statutory manager
In certain circumstances APRA may appoint a statutory manager to take control of the business of an ADI, such as ANZ. Those circumstances are defined in the Banking Act to include:
•where the ADI informs APRA that it considers it is likely to become unable to meet its obligations, or is about to suspend payment;
•where APRA considers that, in the absence of external support:
•the ADI may become unable to meet its obligations;
•the ADI may suspend payment;
•it is likely that the ADI will be unable to carry on banking business in Australia consistently with the interests of its depositors; or
•the ADI becomes unable to meet its obligations or suspends payment; or
•where, in certain circumstances, the ADI, its holding company (if any) or any of its subsidiaries, is in default of compliance with a direction by APRA to comply with the Banking Act or
regulations made under it and the Federal Court of Australia authorises APRA to assume control of the ADI’s business.
The powers of a Banking Act statutory manager include the power to alter the constitution of an ADI, its holding company (if any) or any of its subsidiaries, to issue, cancel or sell shares (or
rights to acquire shares) in the ADI, its holding company (if any) or any of its subsidiaries, and to vary or cancel rights or restrictions attached to shares in a class of shares in the ADI, its holding
company (if any) or any of its subsidiaries. The Banking Act statutory manager is authorised to do so despite the Corporations Act, the ADI’s constitution, any contract or arrangement to which
the ADI, its holding company (if any) or any of its subsidiaries is party or the ASX Listing Rules. In the event that a Banking Act statutory manager is appointed to ANZ in the future, these broad
powers of a Banking Act statutory manager may be exercised in a way which adversely affects the rights attaching to the ordinaryshares and the position of shareholders
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Retail Entitlement Offer
IINNTTEERRNNAATTIIOONNAALL OOFFFFEERR RREESSTTRRIICCTTIIOONNSS
APPENDIX C
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INTERNATIONAL OFFER RESTRICTIONS
This document does not constitute an offer of entitlements (“Entitlements”) and new ordinary shares (“New Shares”) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person,
and the Entitlements and the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.
C
Caannaaddaa
This document constitutes an offering of Entitlements and New Shares only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces"), only to persons to whom such securities may be lawfully distributed in the Provinces, and only by
persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of securities in the Provinces. This document may only be distributed in the Provinces to persons that are "accredited investors" within
the meaning of National Instrument 45-106 – Prospectus Exemptions, of the Canadian Securities Administrators.
No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the Entitlements or the New Shares or the offering of such securities and any representation to the contrary is an offence. No
prospectus has been, or will be, filed in the Provinces with respect to the offering of the Entitlements and New Shares or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal
rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the Entitlements or the New Shares in the Provinces must be made in accordance
with applicable Canadian securities laws. While such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside Canada, Canadian purchasers
should seek legal advice prior to any resale of the Entitlements or the New Shares.
The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within Canada upon the Company or its directors or officers. All or a substantial portion of
the assets of the Company and such persons may be located outside Canada and, as a result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against
the Company or such persons outside Canada.
Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards andalso comply with International Financial Reporting Standards and interpretations issued by the International Accounting
Standards Board. Unless stated otherwise, all dollar amounts contained in this documentare in Australian dollars.
Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering memorandum contains a misrepresentation, provided the remedies for
rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for
particulars of these rights or consult with a legal adviser.
Certain Canadian income tax considerations. Prospective purchasers of the Entitlements and the New Shares should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of such
securities as there are Canadian tax implications for investors in the Provinces.
Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expresslyrequested that all documents evidencing or relating in any way to the sale of the Entitlements and the New Shares
(including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réceptionde cedocument, chaqueinvestisseurcanadienconfirmepar les présentesqu’ila expressémentexigéque tousles
documents faisantfoiouse rapportantde quelquemanière que cesoità la vente des valeursmobilièresdécritesaux présentes(incluant, pour plus de certitude, touteconfirmation d’achatoutout avis) soientrédigésenanglaisseulement.
C
Caayymmaann IIssllaannddss
No offer or invitation to subscribe for Entitlements and New Shares may be made to the public in the Cayman Islands or in anymanner that would constitute carrying on business in the Cayman Islands.
SECTION 6 CONTINUED
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CChhiinnaa
This document has not been approved by, nor registered with, any competent regulatory authority of the People's Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative
Region and Taiwan). Accordingly, the Entitlements and the New Shares may not be offered or sold, nor may any invitation, advertisement or solicitation for such securities be made from, within the PRC. This document does not constitute, or purport to
constitute, an offer of Entitlements and New Shares within the PRC.
The Entitlements and the New Shares may not be offered or sold to legal or natural persons in the PRC other than to: (i) "qualified domestic institutional investors" as approved by a relevant PRC regulatory authority to invest in overseas capital markets;
(ii) sovereign wealth funds or quasi-government investment funds that have the authorization to make overseas investments; or (iii) other types of qualified investors that have obtained all necessary PRC governmental approvals, registrations and/or
filings (whether statutorily or otherwise).
E
Euurrooppeeaann UUnniioonn
This document has not been, and will not be, registered with or approved by any securities regulator in the European Union. Accordingly, this document may not be made available, nor may the Entitlements or the New Shares be offered for sale, in the
European Union except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of Entitlements and New Shares in the European Union is limited to persons who are "qualified investors" (as defined in Article 2(e) of the Prospectus Regulation).
H
Hoonngg KKoonngg
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been authorised by the Securities and Futures
Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). Accordingly, this document may not be distributed, and the Entitlements and the New Shares may not be offered or sold, in
Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).
No advertisement, invitation or document relating to the Entitlements and the New Shares has been or will be issued, or has beenor will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the
contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Entitlements and the New Shares that are or are intended to be disposed of
only to persons outside Hong Kong or only to professional investors. No person allotted Entitlements or New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months
following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent
professional advice.
81
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS
IInnddiiaa
This document does not constitute an offer of securities to the public in India nor a prospectus under the Indian Companies Act,2013 or an advertisement, and should not be circulated to any person other than to whom the offer is made. This
document has not been, and will not be, filed or registered as a prospectus or other offering document with the Securities and Exchange Board of India, any registrar of companies in India, or any other regulatory or statutory authority in India, under
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, or any other applicable law. This document may not be issued, circulated or distributed, directly or indirectly, to the public in
India.
The Entitlements and New Shares may not be offered, directly or indirectly, in India, to, or for the account or benefit of, any resident of India except as permitted by applicable Indian laws under which an offer is being made strictly on a private and
confidential basis and is not an offer to the public in India. This document is intended to be circulated only to “qualified institutional buyers” (as defined in Regulation 2(1)(ss) of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018). This document does not constitute an offer or an invitation to subscribe to the securities to the public in general.
This document does not purport to contain all the information that any eligible investor may require. Apart from this document, no other offer document has been prepared in connection with the offer of Entitlements and New Shares and no
prospectus is required to be registered under the laws of India. Accordingly, this document has neither been delivered for filing or registration nor is it intended to be filed or registered with any authority in India.
J
Jaappaann
The Entitlements and the New Shares have not been, and will not be, registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as amended (the "FIEL") pursuant to an exemption from the
registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined inand in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the
Entitlements and the New Shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors.
Any Qualified Institutional Investor who acquires Entitlements or New Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any such person of Entitlements or New Shares is conditional upon
the execution of an agreement to that effect.
K
Koorreeaa
The Company is not making any representation with respect to the eligibility of any recipients of this document to acquire the Entitlements or the New Shares under the laws of Korea, including the Foreign Exchange Transaction Act and regulations
thereunder. These securities have not been, and will not be, registered under the Financial Investment Services and Capital Markets Act of Korea (“FSCMA”) and therefore may not be offered or sold (directly or indirectly) in Korea or to any resident of
Korea or to any persons for re-offering or resale in Korea or to any resident of Korea (as defined under the Foreign Exchange Transaction Act of Korea and its enforcement decree), except as permitted under the applicable laws and regulations of Korea.
Accordingly, the Entitlements and the New Shares may not be offered or sold in Korea other than to "accredited investors" (asdefined in the FSCMA).
L
Liieecchhtteennsstteeiinn
This document has not been, and will not be, registered with or approved by the Financial Market Authority of Liechtenstein. Accordingly, this document may not be made available, nor may the Entitlements or New Shares be offered for sale, in
Liechtenstein except in circumstances that do not require a prospectus under the Prospectus Regulation Implementation Act of Liechtenstein.
Accordingly, an offer of Entitlements and New Shares in Liechtenstein is limited to persons who are "qualified investors" (asdefined in Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union).
M
Maallaayyssiiaa
This document may not be distributed or made available in Malaysia. No approval from, or recognition by, the Securities Commission of Malaysia has been or will be obtained in relation to any offer of Entitlements or New Shares. The Entitlements and
the New Shares may not be offered, sold or issued in Malaysia except pursuant to, and to persons prescribed under, Schedule 6and Schedule 7 of the Malaysian Capital Markets and Services Act 2007.
55
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
Retail Entitlement Offer
SECTION 6 CONTINUED
82
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS
MMoonnaaccoo
The Entitlements and New Shares may only be offered and sold, directly or indirectly, in Monaco (i) by a Monaco bank or a duly authorized Monegasque intermediary acting as professional institutional investor that has such knowledge and experience
in financial and business matters as to be capable of evaluating the risks and merits of an investment in the Entitlements and New Shares or (ii) to existing shareholders of the Company. Consequently, this document may be distributed in Monaco only
by the Company to existing shareholders of the Company and banks duly licensed by the Autoritéde ContrôlePrudentielet de Résolutionand fully licensed portfolio management companies by virtue of Law n°1.144 of July 26, 1991 and Law 1.338 of
September 7, 2007, duly licensed by the Commission de Contrôledes ActivitésFinancières.
The recipients ofthis document in Monaco are perfectly fluent in English and expressly waive the possibility of a French translation of this document. (Les destinataires du présent document reconnaissent être à même d’en prendre connaissance en
langue anglaise et renoncent expressément à une traduction française.)
N
Neeww ZZeeaallaanndd
This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (the "FMC Act"). The entitlements and the New Shares are not being offered to the public within
New Zealand other than to existing ANZ shareholders with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Same Class Offers ASX/NZX-Quoted Financial Products)
Exemption Notice 2018. Other than in the Entitlement Offer, the New Shares may only be offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) to a person who:
•is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act;
•meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act;
•is large within the meaning of clause 39 of Schedule 1 of the FMC Act;
•is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or
•is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act.
N
Noorrwwaayy
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian SecuritiesTrading Act of 29 June 2007 no. 75. Accordingly, this document shall not be deemed to constitute an offer to the public in
Norway within the meaning of the Norwegian Securities Trading Act. The Entitlements and the New Shares may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in the Norwegian Securities Trading Act).
S
Siinnggaappoorree
This document and any other materials relating to the Entitlements and the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any
other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of Entitlementsand New Shares, may not be issued, circulated or distributed, nor may the Entitlements and New Shares be offered or sold, or be
made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001 of
Singapore (the "SFA") or another exemption under the SFA.
This document has been given to you on the basis that you are an "institutional investor" or an "accredited investor" (as such terms are defined in the SFA). If you are not such an investor, please return this document immediately. You may not forward
or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the Entitlements or the New Shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be applicable to investors who acquire such securities. As such,
investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
83
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS
SSoouutthh AAffrriiccaa
This document does not, nor is it intended to, constitute a prospectus prepared and registered under the South African CompaniesAct 2008 and may not be distributed to the public in South Africa. This document has not been registered with nor
approved by the South African Companies and Intellectual Property Commission.
Any offer of Entitlements and New Shares in South Africa will be made by way of a private placement to, and capable of acceptance only by, investors who fall within one of the specified categories listed in section 96(1)(a) of the South African
Companies Act.
An entity or person resident in South Africa may not implement participation in the offer unless (i) permitted under the South African Exchange Control Regulations or (ii) a specific approval has been obtained from an authorised foreign exchange
dealer in South Africa or the Financial Surveillance Department of the South African Reserve Bank.
S
Swwiittzzeerrllaanndd
The Entitlements and the New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering
or marketing material relating to such securities constitutes a prospectus or a similar notice, as such terms are understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in
Switzerland.
No offering or marketing material relating to the Entitlements or the New Shares has been, nor will be, filed with or approved by any Swiss regulatory authority or authorisedreview body. In particular, this document will not be filed with, and the offer
of such securities will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
Neither this document nor any other offering or marketing material relating to the Entitlements or the New Shares may be publicly distributed or otherwise made publicly available in Switzerland. Such securities will only be offered to investors who
qualify as "professional clients" (as defined in the Swiss Financial Services Act). This document is personal to the recipient and not for general circulation in Switzerland.
T
Taaiiwwaann
The Entitlements and New Shares have not been registered in Taiwan nor approved by the Financial Supervisory Commission of the Republic of China (Taiwan). Holders of the Entitlements and New Shares may not resell them in Taiwan nor solicit any
other purchasers in Taiwan.
56
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
84
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS
UUnniitteedd AArraabb EEmmiirraatteess
This document does not constitute a public offer of securities in the United Arab Emirates. The Entitlements and the New Shares may not be offered or sold, directly or indirectly, to the public in the UAE. Neither this document nor any securities have
been approved by the Securities and Commodities Authority (“SCA”) or any other authority in the UAE.
No marketing of the Entitlements or the New Shares has been, or will be, made from within the UAE other than in compliance with the laws of the UAE and no subscription for any securities may be consummated within the UAE. This document may be
distributed in the UAE only to “professional investors” (as defined in the SCA Board of Directors’ Decision No.13/RM of 2021, as amended).
No offer or invitation to subscribe for Entitlements or New Shares is valid, or permitted from any person, in the Abu Dhabi Global Market or the Dubai International Financial Centre.
U
Unniitteedd KKiinnggddoomm
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets
Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the Entitlements or the New Shares.
These securities may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the publication of a prospectus under section 86(1) of the FSMA. This document is
issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed
by recipients, to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the Entitlements or the New Shares has only been communicated or caused to be
communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals)ofthe Financial Services and
Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be
lawfully communicated (together "relevant persons"). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act or rely on this document.
U
Unniitteedd SSttaatteess
This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States or in any other jurisdiction in which such an offer would be illegal. Neither the entitlements nor the New Shares have been,orwill
be, registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be purchased, traded, taken up or exercisedby,
and the New Shares may not be offered or sold, directly or indirectly, to any person in the United States or to any person that is acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or
benefit of a person in the United States), except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or jurisdiction of the United States.
85
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
FURTHER INFORMATION
EquityInvestorsRetail InvestorsDebt Investors
JJiillll CCaammppbbeellll
GGrroouuppGGeenneerraall MMaannaaggeerr
IInnvveessttoorr RReellaattiioonnss
+61 3 8654 7749
+61 412 047 448
jill.campbell@anz.com
CCaammeerroonn DDaavviiss
EExxeeccuuttiivvee MMaannaaggeerr
IInnvveessttoorr RReellaattiioonnss
+61 3 8654 7716
+61 421613 819
cameron.davis@anz.com
HHaarrsshh VVaarrddhhaann
SSeenniioorr MMaannaaggeerr
IInnvveessttoorr RReellaattiioonnss
+61 3 8655 0878
+61 466 848 027
harsh.vardhan@anz.com
MMiicchheellllee WWeeeerraakkoooonn
MMaannaaggeerr
SShhaarreehhoollddeerr SSeerrvviicceess && EEvveennttss
+61 3 8654 7682
+61 411 143 090
michelle.weerakoon@anz.com
SSccootttt GGiiffffoorrdd
HHeeaadd ooff DDeebbtt
IInnvveessttoorr RReellaattiioonnss
+61 3 8655 5683
+61 434 076 876
scott.gifford@anz.com
https://www.anz.com/shareholder/centre/
57
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
Retail Entitlement Offer
Australia and New Zealand Banking Group Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
News Release
For release: 21 July 2022
ANZ completes Institutional Entitlement Offer
ANZ today announced the completion of the institutional component (Institutional
Entitlement Offer) of its fully underwritten pro rata accelerated renounceable entitlement
offer (Entitlement Offer) to raise ~$3.5 billion of new ANZ shares (New Shares)
1
.
Summary of the Institutional Entitlement Offer
• The Institutional Entitlement Offer raised gross proceeds of approximately $1.7
billion and will result in the issue of approximately 89 million New Shares
• The Institutional Entitlement Offer was well supported by ANZ’s institutional
shareholders with approximately 95% of entitlements available to institutional
shareholders taken up
• The institutional shortfall bookbuild was also well supported by eligible institutional
shareholders and new investors
• Entitlements not taken up by eligible institutional shareholders and entitlements of
ineligible institutional shareholders were sold and cleared in the institutional shortfall
bookbuild at $21.65 per New Share which was $2.75 above the offer price of $18.90
per share (Offer Price)
The institutional shortfall bookbuild was completed on Wednesday, 20 July 2022. Eligible
institutional shareholders who elected not to take up their entitlements, and ineligible
institutional shareholders, will receive $2.75 for each entitlement sold for their benefit in the
institutional shortfall bookbuild (less any withholding tax).
The New Shares to be issued as part of the Institutional Entitlement Offer will be allotted
and begin normal trading on Monday, 1 August 2022.The New Shares issued as part of the
Institutional Entitlement Offer will rank equally with existing ANZ shares, including in
respect of future dividends.
Commencement of the Retail Entitlement Offer
The retail component of the Entitlement Offer (Retail Entitlement Offer) will open at 9.00am
(Melbourne time) on Tuesday, 26 July 2022. Eligible retail shareholders with registered
addresses in Australia and New Zealand will have the opportunity to participate in the Retail
Entitlement Offer at the same Offer Price and offer ratio as the Institutional Entitlement
Offer.
Under the Retail Entitlement Offer, eligible retail shareholders may:
• elect to take-up some or all of their entitlements before the Retail Entitlement Offer
closes at 5.00pm (Melbourne time) on Monday, 15 August 2022 and receive New
Shares;
• sell or transfer some or all of their entitlements. Retail entitlements may be traded
on the ASX from Thursday, 21 July 2022 (on a deferred settlement basis) and Friday,
29 July 2022 (on a normal settlement basis) to Monday, 8 August 2022. Retail
entitlements will trade under the ASX ticker "ANZR"; or
1
The Entitlement Offer was announced on 18 July 2022
58
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
Australia and New Zealand Banking Group Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522
• do nothing, in which case their entitlements will be sold under the retail shortfall
bookbuild.
The New Shares issued as part of the Retail Entitlement Offer will rank equally with existing
ANZ shares, including in respect of future dividends.
Retail entitlements that are not taken up by the close of the Retail Entitlement Offer, and
retail entitlements that would otherwise have been offered to ineligible retail shareholders,
will be sold under the retail shortfall bookbuild to be conducted on or about Thursday, 18
August 2022, with any premium received above the Offer Price (less any withholding tax)
paid to the relevant shareholders. There is no guarantee that there will be any proceeds.
The ability to sell entitlements under the retail shortfall bookbuild and the ability to obtain
any premium will be dependent upon various factors, including market conditions.
On or around 26 July 2022, eligible retail shareholders will be sent either electronically (if
they have elected to receive electronic communications) or by mail:
• a Retail Information Booklet containing full details on the Retail Entitlement Offer;
and
• a personalised Entitlement and Acceptance Form. That form will contain details of the
eligible retail shareholder’s entitlements and their personalised payment details.
Eligible retail shareholders may also access the Retail Information Booklet and their
personalised payment details at www.RetailEntitlementOffer.anz.com from 26 July 2022. To
access that website, eligible retail shareholders will need their shareholder reference number
(SRN), holding identification number (HIN) or Holder Number.
Before deciding whether to participate in the Retail Entitlement Offer, eligible retail
shareholders should read carefully and in full the Retail Information Booklet.
Retail shareholders outside of Australia and New Zealand or who do not satisfy the other
eligibility criteria are ineligible to participate in the Retail Entitlement Offer.
In particular, shareholders in the United States are not eligible to participate in the Retail
Entitlement Offer, and those who are acting for the account or benefit of persons in the
United States (including custodians and nominees) are not eligible to participate on behalf of
those persons.
Further details on the eligibility criteria for the Retail Entitlement Offer will be set out in the
Retail Information Booklet.
Recommencement of trading
ANZ securities are expected to resume trading on the ASX and NZX today.
Eligible shareholders can call 1800 113 399 or +61 3 9415 4010 between 8.30am
to 5.30pm (Melbourne time) weekdays for more information.
For media enquiries
Stephen Ries
Head of Corporate Communications
Tel: +61 409 655 551
For analyst enquiries
Jill Campbell
GGM Investor Relations
Tel: +61 3 86547749
Approved for distribution by ANZ’s Continuous Disclosure Committee
59
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
Retail Entitlement Offer
Australia and New Zealand Banking Group Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522
KEY DATES FOR THE OFFER
Activity Date
Announcement of completion of the Institutional
Entitlement Offer
Trading halt lifted
Retail Entitlements commence trading on ASX on a
deferred settlement basis
Thursday, 21 July 2022
Record Date for the Entitlement Offer (7.00pm
Melbourne time)
Thursday, 21 July 2022
Retail Entitlement Offer opens Tuesday, 26 July 2022
Dispatch of Retail Information Booklets and personalised
Entitlement and Acceptance Forms complete
Last day of deferred settlement trading for the Retail
Entitlements
Thursday, 28 July 2022
Retail Entitlements commence trading on ASX on a
normal settlement basis
Friday, 29 July 2022
Settlement of the New Shares issued under the
Institutional Entitlement Offer
Friday, 29 July 2022
New Shares allotted under the Institutional Entitlement
Offer commence trading on ASX
Monday, 1 August 2022
Last day of Retail Entitlements trading on ASX Monday, 8 August 2022
Retail Entitlement Offer closes (5.00pm Melbourne time) Monday, 15 August 2022
Retail Shortfall Bookbuild (for Retail Entitlements not
taken up and Retail Entitlements of Ineligible Retail
Shareholders)
Thursday, 18 August
2022
Settlement of New Shares under the Retail Entitlement
Offer
Tuesday, 23 August 2022
Allotment of New Shares under the Retail Entitlement
Offer
Wednesday, 24 August
2022
New Shares issued under the Retail Entitlement Offer
commence trading on ASX on a normal settlement basis
Thursday, 25 August
2022
Holding statements in respect of New Shares issued
under the Retail Entitlement Offer dispatched
Friday, 26 August 2022
These dates (except where historical) are indicative only and are subject to change without
notice. All times and dates refer to the time and date in Melbourne, Australia (Melbourne
time). Subject to the requirements of the Corporations Act, the ASX Listing Rules and any
other applicable laws, ANZ has the right to amend the timetable with the consent of the
underwriters.
60
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
Australia and New Zealand Banking Group Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522
IMPORTANT INFORMATION
This Announcement is not intended to be and should not be relied upon as advice or as a recommendation to ANZ
shareholders or potential investors and does not take into account the investment objectives, financial situation or
needs of any particular investor. These should be considered, with or without professional advice when deciding
whether to participate in the Entitlement Offer. This Announcement does not constitute financial product advice.
Cooling off rights do not apply to an investment in New Shares.
This Announcement may contain forward-looking statements or opinions including statements regarding ANZ’s
intent, belief or current expectations with respect to ANZ’s business operations, market conditions, results of
operations and financial condition, capital adequacy, specific provisions and risk management practices. When used
in this Announcement, the words ‘forecast’, ‘estimate’, ‘project’, ‘intend’, ‘anticipate’, ‘believe’, ‘expect’, ‘may’,
‘probability’, ‘risk’, ‘will’, ‘seek’, ‘would’, ‘could’, ‘should’ and similar expressions, as they relate to ANZ and its
management, are intended to identify forward-looking statements or opinions.
Those statements: are usually predictive in character; or may be affected by inaccurate assumptions or unknown
ris ks and uncertainties; or may differ materially from results ultimately achieved. As such, these statements should
not be relied upon when making investment decisions. These statements only speak as at the date of this
Announcement and no representation is made by ANZ, the Underwriters and each of their respective advisors,
affiliates, related bodies corporate, and each of their respective directors, officers, partners, employees and agents
(Extended Parties) as to their correctness on or after this date. Forward-looking statements constitute “forward-
looking statements” for the purposes of the United States Private Securities Litigation Reform Act of 1995.
To the maximum extent permitted by law, ANZ, the Underwriters and each of their respective Extended Parties
disclaim any responsibility for the accuracy or completeness of any statement in this announcement, including
forward-looking statements, whether as a result of new information, future events or results or otherwise. To the
maximum extent permitted by law, each of ANZ and the underwriters and each of their Extended Parties disclaim
any responsibility to update or revise any forward-looking statement to reflect any change in ANZ's financial
condition, status or affairs or any change in the events, conditions or circumstances on which a statement is based,
except as required by Australian law.
This Announcement is not a prospectus or offering document under Australian law or under any other law. No action
has been or will be taken to register, qualify or otherwise permit a public offering of the New Shares in any jurisdiction
outside Australia and New Zealand. This Announcement is for information purposes only and does not constitute or
form part of an offer, invitation, solicitation, advice or recommendation with respect to the issue, purchase or sale of
any New Shares.
In particular, this Announcement does not constitute an offer to sell, or a solicitation of any offer to buy, any
securities in the United States or to any person who is acting for the account or benefit of any person in the United
States. None of the ANZ securities to be issued in the capital raising have been, or will be, registered under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state or other
jurisdiction of the United States. Accordingly, the ANZ securities to be issued in the Entitlement Offer may not be
offered or sold, directly or indirectly, to any person in the United States or any person that is acting for the account
or benefit of a person in the United States, except in transactions exempt from, or not subject to, the registration
requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of
the United States. In the Retail Entitlement Offer, the entitlements may only be purchased, traded, taken up or
exercised, and the New Shares may only be offered or sold outside the United States in “offshore transactions” (as
defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act. The
release, publication or distribution of this Announcement (including an electronic copy) outside Australia may be
restricted by law. If you come into possession of this Announcement, you should observe such restrictions and
should seek your own advice on such restrictions. In particular, this Announcement may not be released or
distributed in the United States.
61
Important
information
Chairman’s
letter
Key datesKey
information
Summary of
your options
Additional
information option 1
Additional
information option 2
Additional
information option 3
AnnouncementsAdditional
information
Australian taxation
considerations
GlossaryShareholder
declarations
Corporate
directory
Retail Entitlement Offer
SECTION 7
ADDITIONAL
INFORMATION
This information is important and requires your
immediate attention.
This Booklet (including the Announcements and personalised
Entitlement and Acceptance Form) have been prepared by ANZ.
This Booklet (other than the Announcements) is dated 21 July
2022. The Announcements are current as at the date specified in
them. The Booklet remains subject to change without notice.
There may be additional announcements made by ANZ
throughout the Retail Entitlement Offer Period that may be
relevant to your consideration of whether to take up, sell or transfer
some or all of your Retail Entitlements. Therefore, it is prudent that
you check whether any further announcements have been made
by ANZ before submitting an Application or selling or transferring
your Retail Entitlements. Announcements made by ANZ are
available at asx.com.au.
No party other than ANZ has authorised or caused the issue of this
Booklet, or takes responsibility for, or makes, any statements,
representations or undertakings in this Booklet.
For the avoidance of doubt, to the maximum extent permitted by
law, the Underwriters and their respective Extended Parties
disclaim all liability, including (without limitation) liability arising
from fault or negligence, for any loss howsoever and whenever
arising from the use of any of the information contained in this
Booklet, and the Underwriters do not act as a fiduciary or agent of
any other person.
7.1 NOT FINANCIAL PRODUCT ADVICE
This Booklet is not intended to be and should not be relied upon as
advice or as a recommendation to Shareholders or potential
investors and does not take into account the investment
objectives, financial situation or needs of any particular investor.
These should be considered, with or without professional advice
when deciding whether to participate in the Entitlement Offer. This
Booklet does not constitute financial product advice.
7.2 ELIGIBLE RETAIL
SHAREHOLDERS AND INELIGIBLE
RETAIL SHAREHOLDERS
This Booklet contains an offer of New Shares to Eligible
Retail Shareholders.
ANZ has decided that it is unreasonable to make offers under the
Retail Entitlement Offer to Ineligible Retail Shareholders, including
retail shareholders who have registered addresses outside Australia
and New Zealand and those retail shareholders who are in the
United States or are acting for the account or benefit of a person in
the United States (to the extent such persons hold Shares and are
acting for the account or benefit of a person in the United States).
In making this decision, ANZ has had regard to the number of such
holders and the number and value of the New Shares that they
would be offered and the cost of complying with the relevant legal
and regulatory requirements in those places.
ANZ reserves the right to determine whether a Shareholder is an
Eligible Retail Shareholder or an Ineligible Retail Shareholder.
Ineligible Retail Shareholders should shortly receive a letter from
ANZ outlining their rights in relation to the Entitlement Offer.
ANZ may (in its absolute discretion) extend the Retail Entitlement
Offer to any Institutional Shareholder in foreign jurisdictions which
did not participate in the Institutional Entitlement Offer (excluding
the United States and subject to compliance with applicable laws).
7.3 RETAIL ENTITLEMENTS
The Retail Entitlements may not be purchased, traded, taken up
or exercised by persons in the United States or by persons who are
acting for the account or benefit of persons in the United States
(to the extent such persons are acting for the account or benefit
of a person in the United States).
An investor should note that if the investor purchases Retail
Entitlements on ASX or otherwise, in order to take up or exercise
those Retail Entitlements and subscribe for New Shares the investor:
•must be an Eligible Retail Shareholder, a resident in Australia or
New Zealand, or otherwise qualify as an "Eligible Person"
3
; and
•must not be in the United States or be acting for the account or
benefit of a person in the United States in connection with the
purchase or exercise of those Retail Entitlements.
If an investor does not satisfy the above conditions, the investor
will not be entitled to take up Retail Entitlements or subscribe for
New Shares.
It is the responsibility of investors in Retail Entitlements to inform
themselves of the eligibility criteria for exercise. If holders of Retail
Entitlements at the end of the Retail Entitlements Trading Period do
not meet the eligibility criteria, they will not be able to exercise their
Retail Entitlements. In the event that holders are not able to exercise
their Retail Entitlements, they may receive no value for them.
7.4 TRADING OF RETAIL
ENTITLEMENTS AND NEW SHARES
Retail Entitlements will trade on the ASX from 21 July 2022 to
28 July 2022 on a deferred settlement basis and from 29 July 2022 to
8 August 2022 on a normal settlement basis. Following this, trading
on ASX of New Shares to be issued under the Retail Entitlement Offer
will commence on 25 August 2022 on a normal settlement basis.
3 Certain investors in a limited number of foreign jurisdictions (other than the United States) may be Eligible Persons if they satisfy the requirements of
that expression as set out in the Entitlement and Acceptance Form.
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ANZ, the Underwriters and their respective Extended Parties
will have no responsibility and disclaim all liability (to the
maximum extent permitted by law) to persons who trade
Retail Entitlements before they receive their personalised
Entitlement and Acceptance Form, whether on the basis of
confirmation of the allocation provided by ANZ or the Share
Registry or otherwise or who otherwise trade or purport to
trade Retail Entitlements in error or which they do not hold
or are not entitled to.
ANZ, the Underwriters and their respective Extended Parties
will have no responsibility and disclaim all liability (to the
maximum extent permitted by law) to persons who trade
New Shares they believe have been issued to them before
they receive their holding statements, whether on the basis of
a confirmation of issue provided by ANZ or the Share Registry
or otherwise or who otherwise trade or purport to trade New
Shares in error or which they do not hold or are not entitled to.
If you are in any doubt as to these matters, you should seek
professional advice from an adviser who is licensed by ASIC
to give that advice.
7.5 RECONCILIATION AND THE RIGHTS
OF ANZ AND THE UNDERWRITERS
In any entitlement offer, investors may believe that they own more
Existing Shares on the Record Date than they ultimately do, or are
otherwise entitled to more New Shares than initially offered to
them. This may result in a need for reconciliation to ensure all
Eligible Shareholders have the opportunity to receive their full
Retail Entitlement.
If reconciliation is required, it is possible that ANZ may need to
issue a small quantity of additional New Shares (Top-Up Shares)
to ensure all Eligible Shareholders have the opportunity to receive
their appropriate allocation of New Shares. The price at which these
Top-Up Shares would be issued, if required, is the same as the
Offer Price.
ANZ reserves the right to reduce the number of New Shares
allocated to Eligible Shareholders, or persons claiming to be Eligible
Shareholders, if their Entitlement claims prove to be overstated, if
they, or their nominees, fail to provide information requested to
substantiate their claims, or if they are not Eligible Shareholders.
Investors who sell Retail Entitlements to which they are not
entitled, or who do not hold sufficient Retail Entitlements at the
time required to deliver those Retail Entitlements, may be required
by ANZ to otherwise acquire Retail Entitlements or Shares to satisfy
these obligations.
By applying under the Entitlement Offer, including pursuant to
acquisitions of Retail Entitlements, those doing so irrevocably
acknowledge and agree to do the above as required by ANZ in its
absolute discretion. Those applying acknowledge that there is no
time limit on the ability of ANZ or the Underwriters to require any
of the actions set out above.
7.6 SALE OF RETAIL ENTITLEMENTS
ANZ will arrange for Retail Entitlements which are not taken up by
the Retail Closing Date to be sold to eligible Institutional Investors
through the Retail Shortfall Bookbuild. ANZ has engaged the
Underwriters to assist in selling Retail Entitlements to subscribe for
New Shares (including Retail Entitlements that would have been
issued to Ineligible Retail Shareholders had they been eligible to
participate in the Retail Entitlement Offer), through the Retail
Shortfall Bookbuild. However, it is important to note that the
Underwriters will be acting for and providing services to ANZ in
this process and will not be acting for or providing services to
shareholders or any other investor. The engagement of the
Underwriters by ANZ is not intended to create any agency,
fiduciary or other relationship between the Underwriters and the
shareholders or any other investor.
7.7 RECEIPT OF EXCESS RETAIL
PREMIUM
If you receive a Retail Premium payment in excess of the Retail
Premium payment to which you were actually entitled based on
the Retail Entitlements you held as at the Retail Closing Date then,
in the absolute discretion of ANZ, you may be required to repay
ANZ the excess Retail Premium.
By taking up or transferring your Retail Entitlements, or accepting the
payment to you of a Retail Premium, you irrevocably acknowledge
and agree to repay any excess payment of the Retail Premium as set
out above, as required by ANZ in its absolute discretion. In this case,
the amount required to be repaid will be net of any applicable
withholding tax. You also acknowledge that there is no time limit on
the ability of ANZ to require repayment as set out above and that
where ANZ exercises its right to correct your Retail Entitlements, you
are treated as continuing to have taken up, transferred or not taken
up any of your remaining Retail Entitlements.
7.8 NEW SHARES
ANZ has applied to ASX for official quotation of the New Shares to
be issued under the Entitlement Offer. If ASX does not grant
quotation of the New Shares, ANZ will repay all Application Monies
(without interest).
The New Shares issued under the Retail Entitlement Offer will be
fully paid and rank equally in all respects with Existing Shares.
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7.9 ADDITIONAL NEW SHARES
All Eligible Retail Shareholders will be allocated New Shares
applied and paid for, up to their Retail Entitlement.
Eligible Retail Shareholders may not apply for additional
New Shares in excess of their Retail Entitlement.
Eligible Retail Shareholders who would like to apply for additional
New Shares in excess of their Retail Entitlements may consider
acquiring additional Retail Entitlements from any other Eligible
Retail Shareholders who wish to sell their Retail Entitlements.
7.10 INFORMATION AVAILABILITY
Eligible Retail Shareholders in Australia and New Zealand can
obtain a copy of this Booklet and a copy of their personalised
Entitlement and Acceptance Form by calling the ANZ
Shareholder Information Line on 1800 113 399 (within Australia)
or on +61 3 9415 4010 (outside Australia) at any time from
8.30am to 5.30pm Monday to Friday (excluding public holidays)
during the Retail Entitlement Offer Period.
Eligible Retail Shareholders in Australia and New Zealand may
also access this Booklet and their personalised payment details
at RetailEntitlementOffer.anz.com from 26 July 2022.
Neither this Booklet (or any part of it), the Investor Presentation,
any accompanying Announcements nor the accompanying
Entitlement and Acceptance Form may be distributed or released
to, or relied upon by, persons in the United States or persons that
are acting for the account or benefit of a person in the United
States (to the extent such persons are acting for the account or
benefit of a person in the United States).
7.11 FOREIGN JURISDICTIONS
This Booklet has been prepared to comply with the requirements
of the securities laws of Australia and New Zealand. To the extent
that you hold Shares or Entitlements on behalf of another person
resident outside Australia or New Zealand, it is your responsibility
to ensure that any participation (including for your own account
or when you hold Shares or Entitlements beneficially for another
person) complies with all applicable laws and that each beneficial
owner on whose behalf you are submitting the personalised
Entitlement and Acceptance Form or trading Retail Entitlements
is not in the United States, and that you are not acting for the
account or benefit of a person in the United States.
This Booklet does not constitute an offer in any jurisdiction in
which, or to any person to whom, it would not be lawful to make
such an offer. No action has been taken to register or qualify the
Retail Entitlement Offer, the Retail Entitlements or the New Shares,
or otherwise permit the offering of the New Shares, in any
jurisdiction other than Australia and New Zealand. Return of the
personalised Entitlement and Acceptance Form will be taken by
ANZ to constitute a representation by you that there has been
no breach of any such laws. Eligible Retail Shareholders who are
nominees, trustees or custodians are therefore advised to seek
independent advice as to how to proceed.
The distribution of this Booklet (including in electronic format)
outside Australia and New Zealand is restricted by law. If you come
into possession of this Booklet, you must observe such restrictions
and should seek professional advice on such restrictions. In
particular, this document must not be distributed or released in the
United States. Persons who come into possession of this document
should seek advice on and observe any such restrictions. See the
foreign selling restrictions set out in the "International Offer
Restrictions" section of the Investor Presentation for more
information. Any failure to comply with such restrictions may
constitute a violation of applicable securities laws.
(a) New Zealand
The Retail Entitlements and the New Shares are not being
offered to the public within New Zealand other than to existing
Shareholders with registered addresses in New Zealand to
whom the offer of these securities is being made in reliance
on the Financial Markets Conduct Act 2013 and the Financial
Markets Conduct (Same Class Offers ASX/NZX-Quoted Financial
Products) Exemption Notice 2018. The offer of New Shares is
renounceable in favour of members of the public.
This Booklet has been prepared in compliance with Australian
law and has not been registered, filed with or approved by any
New Zealand regulatory authority. This Booklet is not a product
disclosure statement under New Zealand law and is not
required to, and may not, contain all the information that a
product disclosure statement under New Zealand law is
required to contain.
(b) United States
This Booklet, any accompanying Announcements and the
Entitlement and Acceptance Form do not constitute an offer to
sell, or the solicitation of an offer to buy, any securities in the
United States. Neither this Booklet (or any part of it), the
Entitlement and Acceptance Form nor any accompanying
Announcements may be distributed or released in the United
States or to any person acting for the account or benefit of a
person in the United States. The Retail Entitlements and the
New Shares have not been and will not be registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States. Accordingly, the Retail
Entitlements may not be issued to, or taken up or exercised by,
and the New Shares may not be offered or sold, directly or
indirectly, to persons in the United States or persons acting for
the account or benefit of a person in the United States (to the
extent such persons are acting for the account or benefit of
persons in the United States). In the Retail Entitlement Offer,
the Retail Entitlements may only be purchased, traded, taken
up or exercised, and the New Shares may only be offered or
sold, outside the United States in "offshore transactions" (as
defined in Rule 902(h) under the Securities Act) in reliance on
Regulation S under the Securities Act.
SECTION 7 CONTINUED
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7.12 NOMINEES AND CUSTODIANS
The Retail Entitlement Offer is being made to all Eligible Retail
Shareholders. Nominees and custodians with registered addresses
in the Eligible Jurisdictions, irrespective of whether they participate
under the Institutional Entitlement Offer, may also be able to
participate in the Retail Entitlement Offer in respect of some or all
of the beneficiaries on whose behalf they hold Existing Shares,
provided that the applicable beneficiary would satisfy the criteria
for an Eligible Retail Shareholder.
Nominees and custodians which hold Shares as nominees or
custodians will have received, or will shortly receive, a letter from
ANZ. Nominees and custodians should consider carefully the
contents of that letter and note in particular that the Retail
Entitlement Offer is not available to:
• beneficiaries on whose behalf they hold Existing Shares who
would not satisfy the criteria for an Eligible Retail Shareholder;
•Eligible Institutional Shareholders who received an offer to
participate in the Institutional Entitlement Offer (whether they
accepted their Entitlement or not); or
•Ineligible Institutional Shareholders who were ineligible to
participate in the Institutional Entitlement Offer.
In particular, persons acting as nominees or custodians for other
persons may not purchase, trade, exercise, take up, sell or transfer
Retail Entitlements or subscribe for New Shares on behalf of, or
send any or otherwise distribute any documents relating to the
Retail Entitlement Offer (including this Booklet) to, any person in
the United States or any person that is acting for the account or
benefit of a person in the United States. Persons in the United
States and persons acting for the account or benefit of persons in
the United States will not be able to purchase or trade Retail
Entitlements on ASX or otherwise, or take up or exercise Retail
Entitlements purchased on ASX or otherwise. Accordingly, if a
nominee or custodian purchases or takes up Retail Entitlements for
the account or benefit of a person in the United States, such
person may receive no value for any such Entitlements.
Additionally, nominees and custodians may not send or otherwise
distribute this Booklet in any other country outside Australia and New
Zealand except (i) Australian and New Zealand nominees may send
this Booklet and related offer documents to beneficial shareholders
who are professional or Institutional Shareholders in other countries
(other than the United States) listed in, and to the extent permitted
under, the "International Offer Restrictions" section of the Investor
Presentation and (ii) to beneficial shareholders in other countries
(other than the United States) where ANZ may determine it is lawful
and practical to make the Retail Entitlement Offer.
To the extent that you act for any Ineligible Institutional
Shareholders or Ineligible Retail Shareholders, your Entitlements
may be lower than indicated on your Entitlement and Acceptance
Form. The Share Registry may need to reduce the number of
Entitlements allotted to you once it receives advice regarding
participation in the Institutional Entitlement Offer.
ANZ is not required to determine whether or not any registered
holder is acting as a nominee or the identity or residence of any
beneficial owners of Shares. Where any holder is acting as a
nominee for a foreign person, that holder, in dealing with its
beneficiary, will need to assess whether indirect participation by
the beneficiary in the Retail Entitlement Offer is compatible with
applicable foreign laws.
ANZ is not able to advise on foreign laws.
7.13 UNDERWRITING
ANZ has entered into the Underwriting Agreement under which
two Underwriters have agreed to fully underwrite the Entitlement
Offer, subject to the terms and conditions of the Underwriting
Agreement.
The Underwriters’ obligation to underwrite the Entitlement Offer is
conditional on certain customary matters, including ANZ delivering
certain certificates, sign-offs and opinions to the Underwriters.
Further, if certain events occur, the Underwriters may terminate the
Underwriting Agreement. Termination of the Underwriting
Agreement would have an adverse impact on the proceeds raised
under the Entitlement Offer. In these circumstances ANZ may need
to find alternative ways to help fund the acquisition of Suncorp
Bank. Termination of the Underwriting Agreement could materially
adversely affect ANZ’s position.
The Underwriters’ obligations to underwrite the Entitlement Offer
are conditional on certain matters, including that no condition
precedent in the acquisition agreement fails or becomes incapable
of being satisfied (unless it has been waived) before 9.00am on
each settlement date (as applicable) and that neither the ASX nor
NZX indicate that it will not grant permission for the official
quotation of the Shares issued under the Entitlement Offer. The
events which may trigger termination of the Underwriting
Agreement include where:
•ASX announces that ANZ will be removed from the official
list or that any Shares will be delisted or suspended from
quotation by ASX (other than in connection with the
Entitlement Offer);
•NZX announces that ANZ will be removed from the official
list or that any Shares will be delisted or suspended from
quotation by NZX (other than in connection with the
Entitlement Offer);
•ANZ alters its capital structure without the consent of the
Underwriters;
•the acquisition agreement is terminated, rescinded or is finally
determined to be void or voidable by a court of competent
jurisdiction;
•*the acquisition agreement is amended without the consent
of the Underwriters;
•ANZ is insolvent or there is an act or omission which may result
in ANZ becoming insolvent;
•*a material subsidiary of ANZ is insolvent or there is an act or
omission which may result in a material subsidiary of ANZ
becoming insolvent;
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•*there is an alteration in the composition of ANZ’s executive
management team, its board of directors or its constitution
(other than one already disclosed to ASX) without the prior
written consent of the Underwriters;
•*ANZ contravenes the Corporations Act, its constitution,
the ASX Listing Rules or other applicable law;
•ANZ or any of its directors engage in fraud or commit
certain offences;
•a certificate required to be furnished by ANZ under the
Underwriting Agreement is not furnished by the time specified
or is untrue, inaccurate, incomplete or misleading or deceptive
in any respect;
•*in specified jurisdictions, there is a material disruption or
a moratorium declared by a central banking authority on
commercial banking, security settlement or clearance services or
there is a suspension or material limitation in trading in securities
generally on the ASX, NYSE or LSE or there is any adverse change
or disruption to the financial, political or economic conditions,
currency exchange rates or controls or financial markets in
specified jurisdictions;
•*a new law, regulation or Government agency policy is
introduced or announced in a State, Territory or the
Commonwealth Parliament other than a law, regulation or policy
which had been announced or generally known prior to the
date of the Underwriting Agreement;
•*hostilities not existing at the date of the Underwriting
Agreement commence or a major escalation in existing
hostilities occurs involving specified jurisdictions or a major
terrorist attack is perpetrated in a specified jurisdiction;
•certain regulatory action is undertaken against ANZ in relation
to the Entitlement Offer or the offer documents;
•ASX and NZX approval for official quotation of the Shares
to be issued under the Entitlement Offer is refused or is not
granted, or if granted, is withdrawn on or before the date ASX or
NZX makes an official statement to any person or indicates to
ANZ or the underwriters that official quotation of the Shares
issued under the Entitlement Offer will not be granted;
•*the offer documents omit any information required by the
Corporations Act or any other applicable law or the offer
documents are misleading or deceptive or likely to mislead
or deceive;
•ANZ becomes required to give or gives a correcting notice under
sections 708AA(10) or 708AA(12) of the Corporations Act;
•ANZ withdraws the Entitlement Offer;
•*there is an adverse change in, or an event occurs which
gives rise to, or is likely to give rise to, an adverse change in
the condition (financial or otherwise), assets, earnings,
business, affairs, results of operations, management or
prospects of the ANZ Group from that existing at the date
of the Underwriting Agreement;
•any event specified in the Underwriting Agreement timetable
is delayed for more than three business days without the prior
written consent of the Underwriters; or
•*ANZ fails to perform or observe any of its obligations under the
Underwriting Agreement or a representation or warranty made
or given by ANZ under the Underwriting Agreement proves to
be, or has been, or becomes, untrue or incorrect.
The ability of the Underwriters to terminate the Underwriting
Agreement in respect of the events above marked with an *
will depend on whether the event has or is likely to have a
material adverse effect on the success, marketing or
settlement of the Entitlement Offer, the value of the Shares, or
the willingness of investors to subscribe for Shares, or where
they may give rise to liability for the Underwriters or their
respective affiliates.
7.14 GOVERNING LAW
This Booklet, the Retail Entitlement Offer and the contracts formed
on acceptance of Applications made pursuant to the Retail
Entitlement Offer are governed by the law applicable in Victoria,
Australia. Each Shareholder who applies for New Shares submits to
the non-exclusive jurisdiction of the courts of Victoria, Australia.
7.15 DISCLAIMER OF
REPRESENTATIONS
No person is authorised to give any information, or to make any
representation, in connection with the Retail Entitlement Offer that
is not contained in this Booklet.
Any information or representation that is not in this Booklet may
not be relied on as having been authorised by ANZ, or its related
bodies corporate, in connection with the Retail Entitlement Offer.
Except as required by law, and only to the extent so required, none
of ANZ, its directors, officers or employees or any other person,
warrants or guarantees the future performance of ANZ or any
return on any investment made pursuant to this Booklet.
7.16 WITHDRAWAL OF THE
ENTITLEMENT OFFER
ANZ reserves the right to withdraw all or part of the
Entitlement Offer and the information in this Booklet at any
time, subject to applicable laws, in which case ANZ will refund
Application Monies in relation to New Shares not already issued in
accordance with the Corporations Act and without payment of
interest. In circumstances where allotment under the Institutional
Entitlement Offer has occurred, ANZ may only be able to withdraw
the Entitlement Offer with respect to New Shares to be issued
under the Retail Entitlement Offer.
To the fullest extent permitted by law, you agree that any
Application Monies paid by you to ANZ will not entitle you to
receive any interest and that any interest earned in respect of
Application Monies will belong to ANZ.
SECTION 7 CONTINUED
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7.17 PRIVACY
As a Shareholder, ANZ and the Share Registry have already
collected certain personal information from you. If you apply
for New Shares, you may be asked to update that information
or provide additional personal information to ANZ and its agents,
which may include tax residency details and/or tax residency status
and other information required under any Australian or foreign
legislation, regulation or treaty or pursuant to any tax regime or
intergovernmental agreement for tax purposes. ANZ and its agents
will seek to ensure that they collect, hold, use and disclose that
personal information in accordance with the Privacy Act 1988 (Cth)
and ANZ’s Privacy Policy, to assess and process your Application,
to service your needs as a Shareholder, to provide facilities and
services that you request, to carry out appropriate administration
of your investment, to identify, prevent or investigate any fraud,
unlawful activity or misconduct (or suspected fraud, unlawful
activity or misconduct) and to identify you or your controlling
persons (where applicable). Without this information ANZ would
not be able to do these things, and your Application may not be
able to be processed efficiently, if at all. In addition, company and
tax laws, including the Anti-Money Laundering and Counter-Terrorism
Financing Act 2006 (Cth), the Financial Sector (Collection of Data) Act
2001 (Cth), the Corporations Act, the Taxation Administration Act
1953 (Cth), the Income Tax Assessment Act 1936 (Cth), the Income
Tax Assessment Act 1997 (Cth), and the Tax Laws Amendment
(Implementation of the Common Reporting Standard) Act 2016 (Cth),
requires various items of personal information to be collected.
For the purposes described above, ANZ may (subject to applicable
law) disclose your personal information to:
• its agents, contractors or third party service providers to whom
ANZ outsources services such as mailing and registry functions;
•its related bodies corporate or their agents, contractors or third
party service providers; and
•regulatory bodies, government agencies, law enforcement
bodies and courts.
You consent to ANZ using your personal information to keep
you informed about ANZ’s business activities, progress and
development and bring to your attention a range of products
and services offered by ANZ. You can contact ANZ via the Share
Registry on 1800 113 399 (within Australia) or +61 3 9415 4010
(outside Australia) at any time from 8.30am to 5.30pm Monday
to Friday (excluding public holidays) to withdraw your consent
to ANZ using or disclosing your personal information for these
marketing purposes. It is important that you contact ANZ or the
Share Registry if you do not consent to this use because, by making
an Application, you will be taken to have otherwise consented.
ANZ may disclose information to recipients which are located
outside Australia. You can find details about the location of some
of these recipients in ANZ’s Privacy Policy and at anz.com/privacy.
Under the Privacy Act 1988 (Cth), you may request access to your
personal information held by or on behalf of ANZ. You can request
access to your personal information or obtain further information
about ANZ’s management of your personal information by
contacting the Share Registry or ANZ. If the Share Registry’s record
of your personal information is incorrect or out of date, it is
important that you contact ANZ or the Share Registry so that your
records can be corrected. To assist ANZ with this, please contact
ANZ or the Share Registry if any of the details you have provided
have changed.
ANZ’s Privacy Policy (available at anz.com/privacy) contains
information about:
•the circumstances in which ANZ may collect personal
information from other sources (including from a third party);
•how to access personal information and seek correction of
personal information; and
•how you can raise concerns that ANZ has breached the Privacy
Act 1988 (Cth) or an applicable code and how ANZ will deal with
those matters.
7.18 CONTINUOUS DISCLOSURE
ANZ is a “disclosing entity” under the Corporations Act and is
subject to regular reporting and disclosure obligations under
the Corporations Act and the ASX Listing Rules, including the
preparation of annual reports and half yearly reports.
ANZ is required to notify ASX of information about specific
events and matters as they arise for the purposes of ASX making
that information available to the stock markets conducted by ASX.
In particular, ANZ has an obligation under the ASX Listing Rules
(subject to certain exceptions) to notify ASX immediately of any
information of which it is or becomes aware which a reasonable
person would expect to have a material effect on the price or value
of Shares. That information is available to the public from ASX or on
the ANZ website at anz.com/shareholder/centre/investor-toolkit/
asx-announcements/.
Some documents are required to be lodged with ASIC in relation
to ANZ. These documents may be obtained from, or inspected at,
an ASIC office.
7.19 ASIC MODIFICATION
ASIC has granted ANZ relief to permit Eligible Retail Shareholders
in New Zealand to pay for New Shares in New Zealand dollars.
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SECTION 8
AUSTRALIAN TAXATION
CONSIDERATIONS
8.1 INTRODUCTION
This section is a general summary of the Australian income tax,
GST and stamp duty implications of the Retail Entitlement Offer
for certain Eligible Retail Shareholders.
The taxation implications of the Retail Entitlement Offer will vary
depending upon your particular circumstances. Accordingly, you
should seek and rely upon the professional advice of your own
taxation or financial advisers before determining the particular
taxation treatment that will apply to you.
Neither ANZ nor any of its officers or employees, nor its taxation
and other advisers, accepts any liability or responsibility in respect
of any statement concerning taxation consequences, or in respect
of the taxation consequences.
The comments in this section deal only with the Australian taxation
implications of the Retail Entitlement Offer if you:
•are a resident for Australian income tax purposes; and
•hold your Shares on capital account.
The comments do not apply to you if you:
•are not a resident of Australia for Australian income tax purposes;
or
•hold your Shares as revenue assets or trading stock (which will
generally be the case if you are a bank, insurance company or
carry on a business of share trading); or
•acquired the Shares in respect of which the Retail Entitlements
are issued under any employee share scheme or where the New
Shares are acquired pursuant to any employee share scheme; or
•acquired Retail Entitlements otherwise than because you are an
Eligible Retail Shareholder (e.g. where the Retail Entitlements are
acquired on ASX).
This taxation summary is necessarily general in nature and is based
on the Australian tax legislation and administrative practice in force
as at the date of this Booklet. It does not take into account any
financial objectives, tax positions, or investment needs of Eligible
Retail Shareholders. It is strongly recommended that each Eligible
Retail Shareholder seek their own independent professional tax
advice applicable to their particular circumstances.
8.2 ISSUE OF RETAIL ENTITLEMENT
The issue of the Retail Entitlement should not, in itself, result in
any amount being included in your assessable income.
8.3 SALE OF ENTITLEMENTS
If you sell your Entitlement on ASX or otherwise, you should derive
a capital gain for CGT purposes equal to the sale proceeds less
certain non-deductible costs of disposal.
Individuals, complying superannuation entities or trustees that
have held their existing Shares for at least 12 months prior to the
date of sale should be entitled to discount the amount of a capital
gain resulting from the sale of the Entitlements (after the
application of any current year or carry forward capital losses).
The amount of this discount is 50% for individuals and trustees and
33.33% for complying superannuation entities. This is referred to as
the "CGT discount". The CGT discount is not available for companies
that are not trustees.
Trustees should seek specific tax advice regarding the tax
consequences arising to beneficiaries because of discount
capital gains.
8.4 ENTITLEMENTS SOLD THROUGH
THE RETAIL SHORTFALL BOOKBUILD
Any Retail Entitlements not taken up by you will be sold through
the Retail Shortfall Bookbuild and any Retail Premium you receive
in respect of the Entitlements will be remitted as a cash payment
to you.
The Commissioner of Taxation (Commissioner) has released
Taxation Ruling TR 2017/4 "Taxation of rights and retail Premiums
under renounceable rights offers where shares held on capital
account", where the Commissioner ruled that certain retail
premiums are assessable as capital gains. TR 2017/4 states that it
applies to offers with features that include that the entitlements
of eligible shareholders who do nothing are offered for sale to
investors in a retail bookbuild process.
As previously noted, Entitlements which are not taken up by
Eligible Retail Shareholders will be sold on their behalf via the
Retail Shortfall Bookbuild.
Having regard to the manner in which the Retail Shortfall
Bookbuild is to be conducted, any Retail Premium received by
Eligible Retail Shareholders should be treated as capital proceeds
for the Entitlements sold on their behalf via the Retail Shortfall
Bookbuild. Accordingly:
•Eligible Retail Shareholders whose Entitlements are sold through
the Retail Shortfall Bookbuild should derive a capital gain for CGT
purposes equal to the amount of the Retail Premium received;
and
•individuals, complying superannuation entities or trustees that
have held their existing Shares for at least 12 months prior to the
date of sale should be entitled to the CGT discount (see Section
8.3 above) in respect of any capital gain resulting from the sale of
the Entitlements through the Retail Shortfall Bookbuild (after
offsetting capital losses).
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8.5 EXERCISE OF RETAIL ENTITLEMENT
You will acquire New Shares where you exercise all or some of
your Retail Entitlements under the Retail Entitlement Offer.
No Australian income tax liability should arise for you on the
exercise (i.e. taking up) of your Entitlements.
If you take up all or some of your Entitlement, you will acquire
New Shares with a cost base for CGT purposes equal to the Offer
Price payable by you for those New Shares plus certain non-
deductible incidental costs you incur in acquiring them.
New Shares will be taken to have been acquired on the day you
exercise the Entitlements.
8.6 TAXATION IN RESPECT OF
DIVIDENDS ON NEW SHARES
Any future dividends or other distributions made in respect of
New Shares will be subject to the same income taxation treatment
as dividends or other distributions made on Existing Shares held in
the same circumstances.
8.7 DISPOSAL OF NEW SHARES
The disposal of New Shares will constitute a disposal for
CGT purposes.
On disposal of a New Share, an Eligible Retail Shareholder will make
a capital gain if the capital proceeds received on disposal exceed
the cost base of the New Share. An Eligible Retail Shareholder will
make a capital loss if the capital proceeds are less than the reduced
cost base of the New Share. The cost base of New Shares is
described above in Section 8.5.
Individuals, trustees or complying superannuation entities that
have held their New Shares for 12 months or more at the time of
disposal should be entitled to apply the applicable CGT discount
factor to reduce the capital gain (after offsetting capital losses). The
CGT discount factor is 50% for individuals and trustees and 33.33%
for complying superannuation entities.
New Shares will be treated for the purposes of the CGT discount
as having been acquired when you exercise your Entitlement.
Accordingly, to be eligible for the CGT discount, the New Shares
must be held for at least 12 months after the date that you
exercised your Retail Entitlement.
If you make a capital loss, you can only use that loss to offset
other capital gains from other sources (i.e. the capital loss cannot
be used against taxable income on revenue account). However,
if the capital loss cannot be used in a particular income year, it can
be carried forward to use in future income years, providing certain
tests are satisfied.
8.8 TAXATION OF FINANCIAL
ARRANGEMENTS
The Taxation of Financial Arrangements (TO FA) provisions operate
to make assessable or deductible, gains or losses arising from
certain "financial arrangements" (importantly, the CGT discount is
not available for any gain that is subject to the TOFA provisions).
The TOFA provisions should not apply on a mandatory basis for
the following taxpayers:
•individuals;
•superannuation funds and "managed investment schemes"
if the value of their assets is less than $100 million; or
•other taxpayers whose aggregated turnover (having regard to
the turnover of connected entities or affiliates) is less than $100
million, the value of their assets is less than $300 million, and the
value of their financial assets is less than $100 million.
Taxpayers who are not automatically subject to TOFA can elect to
be subject to TOFA on a voluntary basis.
Shareholders who are subject to TOFA should obtain their own tax
advice as the precise implications under TOFA (if any) will depend
on their facts and circumstances and, in particular, what elections
they may have made.
8.9 PROVISION OF TFN AND/OR ABN
ANZ may be required to withhold tax from you on payments of
dividends that are not fully franked, at the specified rate, and remit
such amounts to the Australian Taxation Office, unless you have
provided an ABN, TFN, or you have informed us that you are
exempt from quoting your TFN or ABN.
You are not required to provide your TFN or ABN to ANZ, however
you may choose to do so. If you have previously quoted your ABN,
TFN, or have notified us that an exemption from quoting your TFN/
ABN exists, that quotation or exemption will also apply in respect
of any New Shares acquired by you.
8.10 GST AND STAMP DUTY
No GST or stamp duty should be payable by you in respect of the
issue, sale or taking up of Retail Entitlements, or the acquisition of
New Shares.
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SECTION 9
GLOSSARY
TermMeaning
$ or A$ or dollarsAustralian dollars
ABNAustralian Business Number
ANZAustralia and New Zealand Banking Group Limited (ABN 11 005 357 522, AFSL 234527)
ANZ Shareholder
Information Line
the shareholder information line with the following details: 1800 113 399 (within Australia) or
+61 3 9415 4010 (outside Australia) at any time from 8.30am to 5.30pm Monday to Friday (excluding
public holidays) during the Retail Entitlement Offer Period
Announcementsthe ASX Announcement, the Investor Presentation and the Institutional Bookbuild Results.
These Announcements can also be accessed at RetailEntitlementOffer.anz.com
Applicantan Eligible Retail Shareholder who has submitted a valid Application
Applicationan application to subscribe for New Shares under the Retail Entitlement Offer in accordance with
the instructions set out in this Booklet and your personalised Entitlement and Acceptance Form
Application Moniesmonies received from Applicants in respect of their Application
ASICthe Australian Securities and Investments Commission
ASXASX Limited (ABN 98 008 624 691) or the market operated by it, as the context requires
ASX Announcementthe announcement released to ASX on 18 July 2022 in connection with the Entitlement Offer,
a copy of which is included in Section 6 of this Booklet
ASX Listing Rulesthe official listing rules of ASX, as amended or replaced from time to time except to the extent
of any waiver granted by ASX
Bookletthis booklet dated 21 July 2022, including the Announcements and the Entitlement and
Acceptance Form
CGTcapital gains tax
Corporations Actthe Corporations Act 2001 (Cth) (as modified by ASIC Corporations (Non-Traditional Rights Issues)
Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief ) Instrument 2016/73)
EFTelectronic funds transfer
Eligible Institutional
Shareholder
an Institutional Shareholder:
•to whom ASX Listing Rule 7.7.1(a) does not apply; and
• who has successfully received an offer under the Institutional Entitlement Offer
(as the Underwriters determine in their absolute discretion),
provided that if they are a nominee, they will only be an Eligible Institutional Shareholder to the extent
they hold Shares for beneficiaries who would have been Eligible Institutional Shareholders had they
held the Shares themselves
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TermMeaning
Eligible JurisdictionsAustralia and New Zealand
Eligible Personspersons who meet the requirements of that expression as set out in the Entitlement and
Acceptance Form
Eligible Retail
Shareholder
has the meaning in Section 1.1
Eligible Shareholdera person who is an Eligible Institutional Shareholder or an Eligible Retail Shareholder
Entitlementthe entitlement to 1 New Share for every 15 Existing Shares held by Eligible Shareholders on the
Record Date (being 7.00pm on 21 July 2022)
Entitlement and
Acceptance Form
the entitlement and acceptance form accompanying this Booklet which can be used to submit an
Application
Entitlement Offerthe pro rata accelerated renounceable entitlement offer (with retail entitlements trading) of
approximately 187 million New Shares to Eligible Shareholders in the proportion of 1 New Share for
every 15 Existing Shares held on the Record Date (being 7.00pm on 21 July 2022), at the Offer Price,
and comprised of the Institutional Entitlement Offer and the Retail Entitlement Offer
Existing Sharesthe Shares already on issue on the Record Date (being 7.00pm on 21 July 2022)
Extended PartiesAdvisors, affiliates, related bodies corporate, directors, officers, partners, employees and agents
GSTgoods and services tax
HINHolder Identification Number, which can have up to 10 digits and will start with the letter "X"
Ineligible Institutional
Shareholder
an Institutional Shareholder:
•who has a registered address outside the Eligible Jurisdictions and any other jurisdictions as ANZ
and the Underwriters agree; and
•to whom ASX Listing Rule 7.7.1(a) applies.
Ineligible Retail
Shareholder
a Shareholder:
•other than an Institutional Shareholder; and
•to whom ASX Listing Rule 7.7.1(a) applies; and
who either:
• is in the United States or is acting for the account or benefit of a person in the United States
(to the extent such person, including a nominee or custodian, holds Shares for the account or
benefit of a person in the United States); or
• has a registered address outside the Eligible Jurisdictions and any other jurisdictions as ANZ and
the Underwriters agree.
Institutional
Bookbuild Results
the announcement released to ASX on 21 July 2022 containing the results of the Institutional Shortfall
Bookbuild, a copy of which is included in Section 6 of this Booklet
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TermMeaning
Institutional Entitlementan entitlement under the Institutional Entitlement Offer
Institutional
Entitlement Offer
the pro rata entitlement offer of New Shares to Eligible Institutional Shareholders under the
Entitlement Offer
Institutional Investora person:
• to whom an offer of New Shares may be made in Australia without a disclosure document or
product disclosure statement (as defined in the Corporations Act) on the basis that such a person is
an “exempt investor” as defined in ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84;
or
• to whom an offer of New Shares may be made outside Australia without registration, lodgement
of a formal disclosure document or other formal filing in accordance with the laws of that particular
foreign jurisdiction (except to the extent the issuers are willing to comply with such requirements),
provided that if such person is in the United States or is acting for the account or benefit of a person in
the United States, that person meets certain eligibility criteria determined by ANZ and the Underwriters
Institutional Premiumthe excess of the price (if any) at which New Shares were sold under the Institutional Shortfall Bookbuild
over the Offer Price
Institutional Shareholdera Shareholder on the Record date (being 7.00pm on 21 July 2022) who is an Institutional Investor
Institutional Shortfall
Bookbuild
a bookbuild for the Institutional Entitlement Offer, through which Institutional Entitlements not taken
up and Entitlements of Ineligible Institutional Shareholders were sold to eligible Institutional Investors
on 19 and 20 July 2022
Investor Presentationthe investor presentation in connection with the Entitlement Offer dated 18 July 2022, a copy of which
is included in Section 6 of this Booklet
Melbourne timeAustralian Eastern Standard Time
New SharesShares to be allotted and issued under the Entitlement Offer, including (as the context requires) to the
Underwriters or any sub-underwriters
NZ$New Zealand dollars
NZXNZX Limited (NZBN 9429036186358) or the market operated by it, as the context requires
Offer Price$18.90 (or NZ$20.81) per New Share
Offer Ratio1 New Share for every 15 Existing Shares held on the Record Date
Record Date7.00pm on 21 July 2022
Renunciation and
Acceptance Form
the renunciation and acceptance form which can be used to sell or transfer Retail Entitlements off
market (i.e. other than on ASX)
Retail Closing Datethe day the Retail Entitlement Offer closes, being 5.00pm on 15 August 2022
SECTION 9 CONTINUED
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TermMeaning
Retail Entitlementan Entitlement under the Retail Entitlement Offer
Retail Entitlement Offerthe pro rata accelerated renounceable entitlement offer of New Shares (with retail entitlements trading)
to Eligible Retail Shareholders under the Entitlement Offer
Retail Entitlement
Offer Period
the period commencing on 26 July 2022 and ending on 15 August 2022
Retail Entitlements
Trading Period
the period from 21 July 2022 to 8 August 2022
Retail Premiumthe excess of the price (if any) at which New Shares are sold through the Retail Shortfall Bookbuild over
the Offer Price
Retail Shortfallthe Retail Entitlements not taken up by Eligible Retail Shareholders and entitlements of Ineligible Retail
Shareholders under the Retail Entitlement Offer, which will be acquired by the Underwriters or any
sub-underwriters
Retail Shortfall
Bookbuild
a bookbuild for the Retail Entitlement Offer, through which Retail Entitlements which are not taken up
by the Retail Closing Date (being 5.00pm on 15 August 2022), and the Retail Entitlements of Ineligible
Retail Shareholders, will be sold on 18 August 2022
Securities Actthe U.S. Securities Act of 1933
Sharea fully paid ordinary share in the capital of ANZ
Share RegistryComputershare Investor Services Pty Ltd (ABN 48 078 279 277)
Shareholdera registered holder of an Existing Share
SRNSecurity Reference Number, which can have up to 10 digits and will start with the letter "I"
TFNtax file number
Top-Up Sharesadditional New Shares ANZ may need to issue to ensure all Eligible Shareholders have the opportunity
to receive their appropriate allocation of New Shares
Underwriterseach of Macquarie Capital (Australia) Limited (ABN 79 123 199 548) and UBS Securities Australia Limited
(ABN 62 008 586 481)
Underwriting Agreementthe underwriting agreement dated 18 July 2022 between ANZ and the Underwriters, as described
in Section 7
US or United StatesUnited States of America, its territories and possessions, any state of the United States and the
District of Columbia
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SECTION 10
ELIGIBLE RETAIL
SHAREHOLDER DECLARATIONS
Important:
If you make an Application (whether by making a BPAY payment (or EFT payment if your registered
address is in New Zealand) or completing and returning your Entitlement and Acceptance Form with a
cheque, bank draft or money order) you will be deemed to have made the following declarations to ANZ.
You:
•acknowledge and agree that determination of eligibility of
investors for the purposes of the Institutional Entitlement Offer
or the Retail Entitlement Offer is determined by reference to a
number of matters, including legal and regulatory requirements,
logistical and registry constraints and the discretion of ANZ and
the Underwriters;
•acknowledge and agree that ANZ, the Underwriters and each of
their respective affiliates disclaim any duty or liability (including
for negligence) in respect of that determination and the exercise
or otherwise of that discretion, to the maximum extent
permitted by law;
•acknowledge that you have read this Booklet and the
accompanying Entitlement and Acceptance Form in full;
•agree to be bound by the terms of the Retail Entitlement Offer,
the provisions of this Booklet and ANZ’s Constitution;
•authorise ANZ to register you as the holder of the New Shares
alloted to you;
• declare that all details and statements in the Entitlement and
Acceptance Form are complete and accurate;
• declare you are over 18 years of age and have full legal capacity
and power to perform all your rights and obligations under the
Entitlement and Acceptance Form;
•acknowledge that once ANZ receives your Entitlement and
Acceptance Form or your Application Monies via BPAY or EFT,
you may not withdraw it (except as provided by law);
•agree to apply for and be issued up to the number of New
Shares specified in your Entitlement and Acceptance Form,
or for which you have submitted payment of any Application
Monies via BPAY or EFT, at the Offer Price per New Share;
•acknowledge and agree that ANZ has the right to reduce the
number of New Shares allocated to you if your Entitlement
claims prove to be overstated, if you fail to provide information
requested by ANZ to substantiate your claims, or if you are not
an Eligible Shareholder, in which case:
−you will bear any and all losses caused by subscribing for
New Shares in excess of your Entitlements, and any actions
you are required to take in this regard; and
−you are treated as continuing to have taken up, transferred
or not taken up your remaining Retail Entitlements;
•acknowledge and agree that if you sell Retail Entitlements to
which you are not entitled, or you do not hold sufficient Retail
Entitlements at the time required to deliver those Retail
Entitlements, you will acquire Retail Entitlements or Shares
to satisfy these obligations as required by ANZ;
•agree to repay any Retail Premium payment in excess of the
Retail Premium payment to which you were actually entitled
based on the Retail Entitlements held by you as at the Retail
Closing Date (being, 5.00pm on 15 August 2022)(net of any
applicable withholding tax);
•authorise ANZ, the Underwriters, the Share Registry and their
respective officers or agents, to do anything on your behalf
necessary for the New Shares to be issued to you, including
to act on instructions of the Share Registry upon using the
contact details set out in the Entitlement and Acceptance Form;
•declare that you were a registered holder of Existing Shares as
at the Record Date and are a resident of an Eligible Jurisdiction;
•acknowledge that the information contained in this Booklet and
the Entitlement and Acceptance Form is not investment advice
nor a recommendation that New Shares are suitable for you
given your investment objectives, financial situation or particular
needs, and is not a prospectus or product disclosure statement,
does not contain all of the information that you may require in
order to assess an investment in ANZ and is given in the context
of ANZ’s past and ongoing continuous disclosure
announcements to ASX;
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• represent and warrant that the law of any other place does not
prohibit you from being given this Booklet and the Entitlement
and Acceptance Form, nor does it prohibit you from making an
Application for New Shares;
•acknowledge the statement of risks in the “Key Risks and
Uncertainties” section of the Investor Presentation, and that
investments in ANZ are subject to investment risk;
•acknowledge that none of ANZ, its directors, officers, employees,
agents, consultants, advisers, and the Underwriters or their
respective affiliates, directors, officers, employees, agents,
consultants or advisers, guarantees the performance of ANZ,
nor do they guarantee the repayment of capital;
•represent and warrant (for the benefit of ANZ, the Underwriters
and their respective affiliates) that you did not receive an
invitation to participate in the Institutional Entitlement Offer
either directly or through a nominee, and are otherwise eligible
to participate in the Retail Entitlement Offer;
•represent and warrant that you are not in the United States and
you are not acting for the account or benefit of a person in the
United States (or, in the event that you are acting for the account
or benefit of a person in the United States, you are not
participating in the Retail Entitlement Offer in respect of that
person) and are not otherwise a person to whom it would be
illegal to make an offer of or issue of Entitlements or New Shares
under the Retail Entitlement Offer and under any applicable laws
and regulations;
•understand and acknowledge that neither the Retail
Entitlements nor the New Shares have been, or will be, registered
under the Securities Act or the securities laws of any state or
other jurisdiction in the United States. Accordingly, you
understand and acknowledge that the Retail Entitlements may
not be issued to, purchased, traded, taken up, purchased or
exercised by, and the New Shares may not be offered or sold to,
directly or indirectly, any person in the United States or any
person acting for the account or benefit of a person in the
United States (to the extent such person is acting for the account
or benefit of a person in the United States);
•You further understand and acknowledge that the Retail
Entitlements and the New Shares may only be offered, sold
and resold outside the United States in "offshore transactions"
(as defined in Rule 902(h) under the Securities Act) in reliance
on Regulation S under the Securities Act;
• represent and warrant that you are subscribing for Retail
Entitlements and/or purchasing New Shares outside the United
States in "offshore transactions" (as defined in Rule 902(h) under
the Securities Act) in reliance on Regulation S;
•acknowledge that each person on whose account you are acting
has not and will not send this Retail Information Booklet, the
Entitlement and Acceptance Form or any other materials relating
to the Retail Entitlement Offer to any person in the United States
or to any person (including nominees or custodians) acting for
the account or benefit of a person in the United States;
•acknowledge that, if in the future you decide to sell or otherwise
transfer the Retail Entitlements or the New Shares, you will only
do so in transactions exempt from or not subject to the
registration requirements of the Securities Act, including in
regular way transactions on the ASX where neither you nor any
person acting on your behalf knows, or has reason to know, that
the sale has been pre-arranged with, or that the purchaser is,
a person in the United States;
•acknowledge that, if you are acting as a nominee or custodian,
each beneficial holder on whose behalf you are submitting the
Entitlement and Acceptance Form is not in the United States and
is not acting for the account or benefit of a person in the United
States, and you have not sent, and will not send, this Booklet, the
Entitlement and Acceptance Form or any information relating to
the Entitlement Offer to any such person; and
•agree to provide (and direct your nominee or custodian
to provide) any requested substantiation of your eligibility to
participate in the Retail Entitlement Offer and/or of your holding
of Shares on the Record Date.
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CORPORATE
DIRECTORY
COMPANY
Australia and New Zealand
Banking Group Limited
ANZ Centre Melbourne
Level 9, 833 Collins Street
Docklands VIC 3008
UNDERWRITERS
Macquarie Capital
(Australia) Limited
50 Martin Place
Sydney NSW 2000
UBS Securities Australia Limited
Level 16, 2 Chifley Tower
Sydney NSW 2000
SHARE REGISTRY
Computershare Investor
Services Pty Limited
GPO Box 2975
Melbourne VIC 3000
LEGAL ADVISER
King & Wood Mallesons
Level 27, Collins Arch
447 Collins Street
Melbourne VIC 3000
ANZ INFORMATION LINE
Australia: 1800 113 399
International: +61 3 9415 4010
Open 8.30am to 5.30pm Monday to Friday
(excluding public holidays), before
the Retail Entitlement Offer closes at
5.00pm on 15 August 2022.
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anz.com
Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522.
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