ANZ Group Holdings Limited logo

Dispatch of Retail Information Booklet

Capital Raise21 July 2022ANZFinancials

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

16

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information

Summary of

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directory

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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Retail Entitlement Offer

6
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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

18

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information

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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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NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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

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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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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

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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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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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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

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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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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

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

36
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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

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

38
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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

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

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

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

43
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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

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

RRIISSKKSS AANNDD UUNNCCEERRTTAAIINNTTIIEESS
APPENDIX A

45

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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

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

46
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

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

considerations

GlossaryShareholder

declarations

Corporate

directory

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.

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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.

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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;

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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.

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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.

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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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(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.

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AnnouncementsAdditional

information

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GlossaryShareholder

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Corporate

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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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(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

53

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Key datesKey

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information option 1

Additional

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Additional

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AnnouncementsAdditional

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Australian taxation

considerations

GlossaryShareholder

declarations

Corporate

directory

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.

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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.

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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.

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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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