Dispatch of letter to ineligible shareholders

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: 26 July 2022

Entitlement Offer - Dispatch of letter to ineligible
shareholders

Attached is a letter which will be sent today to ineligible shareholders, either by email (if
they have elected to received electronic communications) or by post, in connection with
ANZ’s pro rata renounceable accelerated entitlement offer announced on 18 July 2022
(Entitlement Offer).

Shareholders can call the ANZ Information Line on 1800 113 399 or +61 3 9415
4010 between 8.30am to 5.30pm (Melbourne time) weekdays for more
information.


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.

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PRIVATE AND CONFIDENTIAL
NOT FOR REDISTRIBUTION IN THE UNITED STATES
Dear Shareholder 26 July 2022
PRO RATA ACCELERATED RENOUNCEABLE ENTITLEMENT OFFER
NOTIFICATION TO INELIGIBLE SHAREHOLDERS
On Monday, 18 July 2022, Australia and New Zealand Banking Group Limited ("ANZ") announced that it had launched a fully
underwritten pro rata accelerated renounceable entitlement offer to raise approximately $3.5 billion (the “Entitlement Offer”)
1

to help fund its acquisition of Suncorp Bank.
2


The Entitlement Offer comprises an offer to Eligible Institutional Shareholders (who are defined below) (“Institutional
Entitlement Offer”) and an offer to Eligible Retail Shareholders (who are also defined below) to participate on the same terms
(“Retail Entitlement Offer”). It provides both Eligible Institutional Shareholders and Eligible Retail Shareholders with an
entitlement to subscribe for 1 new ANZ share (“New Share”) for every 15 existing ANZ shares (“Shares”) held on the ANZ share
register as at 7.00pm (Melbourne time) on Thursday, 21 July 2022 (“Record Date”), at an offer price of $18.90 per New Share
(“Offer Price”). These are referred to as entitlements (“Entitlements”). The Entitlements of Eligible Retail Shareholders can also
be traded on the Australian Securities Exchange (“ASX”).
You are receiving this letter because you do not satisfy the eligibility criteria to participate in the Entitlement Offer. As a result,
you will not be able to subscribe for New Shares under the Entitlement Offer. However, you may still receive some benefit from
the Entitlement Offer and there may be financial implications for you that you should be aware of.
Further information on the Entitlement Offer, including the eligibility criteria, how your Entitlements will be dealt with and any
benefits you may receive, are set out below.
You are not required to do anything in response to this letter.
INSTITUTIONAL ENTITLEMENT OFFER
On Thursday, 21 July 2022, ANZ announced that it had successfully completed the Institutional Entitlement Offer.
Shareholders who were eligible to participate in the Institutional Entitlement Offer (“Eligible Institutional Shareholders”) were
those:
(a) to whom ASX Listing Rule 7.7.1(a) did not apply; and
(b) who successfully received an offer under the Institutional Entitlement Offer (as the joint lead managers for the Entitlement
Offer determined in their discretion)
3
.
Institutional shareholders who did not meet these eligibility criteria were not able to subscribe for New Shares under the Entitlement
Offer (“Ineligible Institutional Shareholder”).

1
The Entitlement Offer is being made by ANZ without a disclosure document in accordance with section 708AA of the 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 (the “Act”).
2
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.
3
Provided that, if the relevant shareholder is a nominee, they were only an Eligible Institutional Shareholder to the extent that they held Shares for
beneficiaries who would have been Eligible Institutional Shareholders, had they held the Shares themselves.
Need Assistance:
Phone:
(within Australia) 1800 113 399
(outside Australia) +61 3 9415 4010
ANZ
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FLAT 123
123 SAMPLE STREET
THE SAMPLE HILL
SAMPLE ESTATE
SAMPLEVILLE VIC 3030
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RETAIL ENTITLEMENT OFFER
The Retail Entitlement Offer is being made to Eligible Retail Shareholders. As detailed above, Eligible Retail Shareholders are able
to subscribe for 1 New Share for every 15 Shares held on the Record Date.
A booklet in relation to the Retail Entitlement Offer was lodged with the ASX on Thursday, 21 July 2022 (“Booklet”) and will be
sent to Eligible Retail Shareholders.
Shareholders who are eligible to participate in the Retail Entitlement Offer (“Eligible Retail Shareholders”) are those who:
(a) were registered as a holder of Shares on the Record Date;
(b) as at the Record Date, had a registered address on the ANZ share register in Australia or New Zealand;
(c) 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
such person holds Shares for the account or benefit of such person in the United States);
(d) did not receive an offer to participate (other than as nominee or custodian in respect of other underlying holdings) or were
otherwise ineligible to participate in the Institutional Entitlement Offer; and
(e) are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer,
provided that, if a shareholder (including a nominee or custodian) is acting for the account or benefit of a person in the United
States, the shareholder may not participate in the Retail Entitlement Offer on behalf of such person.
Retail shareholders who do not meet these eligibility criteria are not able to subscribe for New Shares under the Retail Entitlement
Offer (“Ineligible Retail Shareholder”).
ELIGIBILITY CRITERIA
Unfortunately, according to our records, you are not an Eligible Institutional Shareholder or an Eligible Retail Shareholder (as set
out above). Accordingly, in compliance with ASX Listing Rule 7.7.1(b) and section 9A(3) of the Act, ANZ wishes to advise you that
it will not be extending the Entitlement Offer to you, and you will not be able to subscribe for New Shares under the Entitlement
Offer. You will also not receive the Booklet.
The restrictions on eligibility to participate in the Entitlement Offer arise because of the legal and regulatory requirements in certain
countries, the relatively small number of shareholders in certain countries, the small number of Shares that are held by
shareholders in certain countries, the relatively low value of New Shares to which shareholders would otherwise be entitled in
certain countries and the potential cost of complying with regulatory requirements in certain countries.
ANZ has determined
4
that it would be unreasonable to make offers under the Retail Entitlement Offer to ANZ shareholders in
countries other than Australia and New Zealand and to make offers under the Institutional Entitlement Offer to ANZ shareholders
in countries other than Australia, New Zealand and certain countries determined by ANZ. This is due to the potential cost to ANZ
of complying with legal and regulatory requirements in those other countries. ANZ and the joint lead managers for the Entitlement
Offer, each of their respective affiliates and related bodies corporate and each of their respective directors, officers, partners,
employees, advisers, representatives and agents disclaim any liability (including for fault or negligence) in respect of any
determination of the eligibility of a shareholder to the maximum extent permitted by law.
INSTITUTIONAL ENTITLEMENT BOOKBUILD
The New Shares which would have been offered to Ineligible Institutional Shareholders under the Institutional Entitlement Offer
(had they been eligible to participate), were offered for sale by the joint lead managers for the Entitlement Offer on behalf of ANZ
to eligible institutional investors in a bookbuild process following the close of the Institutional Entitlement Offer (the “Institutional
Entitlement Bookbuild”). The Institutional Entitlement Bookbuild was completed on Wednesday, 20 July 2022.
If you are an Ineligible Institutional Shareholder, the premium of $2.75 per New Share achieved through the Institutional
Entitlement Bookbuild (net of any applicable withholding tax) will be paid to you for each New Share you would have been able to
subscribe for under the Entitlement Offer if you were eligible. This premium represents the excess of the price per New Share at
which the New Shares were sold through the Institutional Entitlement Bookbuild over the Offer Price.
The proceeds you receive may have Australian and overseas tax consequences, depending on your individual circumstances. You
should seek professional tax advice regarding the taxation of any proceeds received.


4
ANZ has made this determination pursuant to ASX Listing Rule 7.7.1(a) and section 9A(3)(a) of the Act.

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RETAIL SHORTFALL BOOKBUILD
ANZ has arranged for the New Shares which would have been offered to Ineligible Retail Shareholders under the Retail Entitlement
Offer (had they been eligible to participate) to be sold on their behalf in a bookbuild process on Thursday, 18 August 2022 (the
“Retail Shortfall Bookbuild").
If you are an Ineligible Retail Shareholder, you will receive an amount (if any) equal to the excess at which the New Shares are
sold through the Retail Shortfall Bookbuild over the Offer Price (net of any applicable withholding tax) for each New Share you
would have been able to subscribe for under the Entitlement Offer if you were eligible (“Retail Premium”). The Retail Premium
(if any) will be paid to you in the same way in which dividends on your Shares have previously been paid to you. Payment of any
Retail Premium is expected to be made as soon as practical after the Retail Shortfall Bookbuild and will be made earlier than the
indicative date set out in the original timetable.
The ability to obtain any Retail Premium through the Retail Shortfall Bookbuild, and the amount of any Retail Premium, is dependent
on various factors, including market conditions and investor demand for New Shares. There is no guarantee that there will be any
Retail Premium or that any particular amount of Retail Premium will be achieved. To the maximum extent permitted by law, ANZ,
the joint lead managers for the Entitlement Offer, their respective related bodies corporate and affiliates, and each of their
respective directors, officers, partners, employees, representatives and agents, disclaim all liability, including for negligence, for
any failure to procure a Retail Premium under the Retail Shortfall Bookbuild. ANZ reserves the right to allocate New Shares under
the Retail Shortfall Bookbuild at its discretion.
Any Retail Premium you receive may have Australian and overseas tax consequences, depending on your individual circumstances.
You should seek professional tax advice regarding the taxation of any proceeds received.
RETAIL ENTITLEMENTS TRADING
The Entitlements of Eligible Retail Shareholders (“Retail Entitlements”) will also be tradeable on the ASX. The assignment,
transfer and exercise of Retail Entitlements trading on the ASX will be restricted to persons meeting certain eligibility criteria. In
particular, persons in the United States and persons acting for the account or benefit of persons in the United States (to the extent
such persons hold Shares for the account or benefit of such person in the United States) will not be eligible to purchase or trade
Retail Entitlements or to take up or exercise Retail Entitlements they acquire. If you purchase Retail Entitlements during the Retail
Entitlements trading period, you will not be able to take up or exercise those Retail Entitlements and, as a result, you may receive
no value for them.
NO ACTION REQUIRED
This notice is to inform you about your status as an Ineligible Institutional Shareholder or Ineligible Retail Shareholder under the
Entitlement Offer. This letter is not an offer to issue New Shares to you, nor an invitation for you to apply for New Shares. You
are not required to do anything in response to this letter.
If you have any questions in relation to anything in this letter, please contact the ANZ Shareholder Information Line
on 1800 113 399 (within Australia) or +61 3 9415 4010 (outside Australia) at any time between 8.30am to 5.30pm
(Melbourne time) weekdays during the Retail Entitlement Offer period.

We thank you for your continued support of ANZ.

Yours faithfully



Simon Pordage
Company Secretary
Australia and New Zealand Banking Group Limited






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IMPORTANT INFORMATION
This letter is issued by Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) and is to inform you about the
Entitlement Offer. This letter 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 letter is for information purposes only and does not constitute an offer, invitation, solicitation, advice or
recommendation to subscribe for, retain or purchase any Entitlements or Shares in any jurisdiction. This letter does not constitute,
and should not be considered as, financial product, legal, tax or other advice and does not and will not form part of any contract
for the acquisition of Entitlements or Shares. It does not take into account your individual objectives, taxation position, financial
situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other professional
advisor.

NOT FOR REDISTRIBUTION IN THE UNITED STATES
This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States, or in any
other jurisdiction in which, or to, any person to whom, such an offer would be illegal. No action has been or will be taken to
register, qualify or otherwise permit a public offering of the Entitlements or the New Shares under the Retail Entitlement Offer in
any jurisdiction outside Australia and New Zealand. In particular, neither the Entitlements nor the New Shares to be offered and
sold in the Entitlement Offer 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 Entitlements under
the Retail Entitlement Offer may not be taken up or exercised by, and the New Shares in the Retail Entitlement Offer may not be
offered or sold, directly or indirectly, to persons in the United States or to any person that is acting for the account or benefit of
any person in the United States, except in a transaction that is 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. The
Entitlements and the New Shares to be offered and sold in the Retail Entitlement Offer may only be offered and sold to persons
are not in the United States and that are not acting for the account or benefit of a person in the United States, in each case 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. No documents relating to the Retail Entitlement Offer may be sent or distributed, in whole or in part, to persons in
the United States or to persons that are acting for the account or benefit of any person in the United States.