Scheme Meeting – Chairman’s Address and presentation slides

Australia and New Zealand Banking Group Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522
News Release
For Release: 15 December 2022


Scheme Meeting – Chairman’s Address and presentation
slides

ANZ refers to its proposal to establish a non-operating holding company and to separate
ANZ’s banking and certain non-banking businesses into two groups, as announced on 26
October 2022 (Restructure).

In accordance with ASX Listing Rule 3.13, attached to this announcement are the following
documents to be presented at ANZ’s Scheme Meeting being held immediately after ANZ’s
Annual General Meeting but not before 12.30pm (Melbourne time) today:

• Chairman’s address; and

• Scheme Meeting presentation slides.

ANZ Shareholders may participate in the Scheme Meeting by attending in person or online
at https://meetnow.global/ANZ2022.

The voting results of the Scheme Meeting will be announced to the ASX shortly after the
conclusion of the Scheme Meeting.

Further information about the proposal can be found at http://shareholder.anz.com

For media enquiries contact:

Lachlan McNaughton
Senior Manager Media Relations
Tel: +61 457 494 414


Approved for distribution by ANZ’s Continuous Disclosure Committee

Australia and New Zealand Banking Group Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522
News Release
For Release: 15 December 2022


2022 ANZ Scheme Meeting Chairman’s Address

Good afternoon shareholders, it’s my pleasure to welcome you back for today’s scheme
meeting.

For those who were not with us earlier, my name is Paul O’Sullivan, and I’m once again
joined on stage by your directors, including our Chief Executive Officer, Shayne Elliott.

As a quorum is present, I declare the meeting open.

I’d like to open the meeting by acknowledging the Kaurna people as the Traditional
Custodians of the land from which we are presenting and pay my respects to their Elders,
past, present and emerging. I extend that respect to other Aboriginal and Torres Strait
Islander people joining us today.

This is a milestone day as we prepare the bank for the future.

As I’m sure you are already aware, the restructure involves the establishment of a new non-
operating holding company as the listed parent of the ANZ Group.

This will allow the separation of ANZ’s banking business and certain non-banking businesses
under this new listed entity.

If this new structure is approved, our bank will be more efficient, more flexible and better
able to engage with our customers.

As I said in my earlier address, our core business is banking and that will not change.

Our focus will remain on banking and the team responsible for the governance and
management of ANZ will remain substantially the same.

For shareholders, your dividend returns will not be affected, nor will our strong financial
position.

So why we are pursuing this you may ask?

Customers are demanding more from their banks. Better services, better products and
better digital solutions.

Consistent with this, traditional banking is facing significant disruption from new non-bank
competitors, mainly global technology companies launching financial services products.

Understandably, these businesses are not regulated in the same way as banks like ANZ.

This new NOHC will allow ANZ to partner with technology companies on a level playing field.

Essentially, the restructure is about making our banking business more efficient by creating
a better structure for investing in our non-bank partners.

It will provide greater strategic and operational flexibility.

It’s also important to note that a non-operating holding company is not new.

In fact, it is used by many leading financial institutions including Macquarie Group and
Suncorp Group in Australia and Bank of America, J.P. Morgan, HSBC and Barclays
internationally.

For the proposed restructure to go ahead, ANZ shareholders need to approve the scheme.

Voting on the Scheme Resolution will be conducted by poll. Instructions on how to vote are
the same as what was used at the earlier meeting, and Kathryn has run through those
instructions. If you have any queries, please refer to the Online Meeting Guide and FAQ
documents. I now declare the poll open on the Scheme Resolution.

If the scheme is approved and implemented, we will establish ANZ Group Holdings Limited
as the parent of the ANZ Group and a non-operating holding company, or sometimes
referred to as a NOHC.

This will occur through shareholders exchanging their existing ANZ shares for shares in the
new listed holding company.

If the scheme and restructure proceed there will be no change to the number of shares you
hold in ANZ.

Our shares will also continue to trade on the ASX and NZX under the familiar ‘ANZ’ code.

Your directors believe the proposed restructure, including the scheme, is in the best
interests of ANZ shareholders.

It is recommended you vote “Yes” in favour of the scheme to implement the proposed
restructure.

Each ANZ Director intends to vote all the ANZ shares they own or control in favour of the
scheme.

In making this recommendation, your Directors have considered the benefits, disadvantages
and risks of the restructure.

Benefits

The first key benefit is transparency as it will create transparency and clarity for employees,
customers, regulators and investors.

The second key benefit is flexibility, enabling us to be more innovative and responsive.

Third, the restructure would allow for more efficiency to invest in non-banking businesses
that will enhance the provision of banking and finance products and services to our
customers.

Finally, the restructure can assist ANZ to be an employer and partner of choice, helping
attract staff and partners with skills outside traditional banking.

Disadvantages

The most significant disadvantages of the Restructure are:

• The one-off transaction costs of approximately $35 million before tax;

• The additional ongoing incremental costs which we estimate to be less than $5
million before tax each year; and finally

• The potential that one of the risks associated with the restructure occurs.

While these disadvantages are not expected to occur, if they did they would not have a
material impact on the ANZ Group.

These benefits and disadvantages, along with the risks, of the restructure are set out in
detail in the Explanatory Memorandum.

ANZ also engaged Grant Samuel & Associates as an independent expert to analyse the
restructure proposal.

After careful consideration, Grant Samuel concluded the restructure, including the scheme,
is in the best interests of ANZ shareholders.

A copy of the independent expert’s report is in Annexure 1 of the Explanatory Memorandum.

The independent expert has also confirmed there is nothing in our 2022 financial accounts
that we released at the end of October that would cause it to change its opinion.

I am pleased to confirm that the approval from the US Federal Reserve to implement the
restructure has been obtained.

If the scheme is approved by ANZ shareholders, we will undertake a number of steps to
implement the restructure.

First, we will apply to the Federal Court of Australia for approval of the scheme.

The timing of the second court hearing set out in the Explanatory Memorandum has been
changed from 10:15am on 22 December 2022 to 10.15am on 19 December 2022.

This timing change has resulted in some other changes and the new timetable is set out on
the current slide.

Key steps

I will briefly describe the key steps.

If the Court approves the scheme, a copy of the Court orders will be lodged with ASIC,
following which the scheme will become legally effective on 20 December, and the existing
ANZ shares will be suspended from trading on the ASX at close of trading on that day.

The ANZ regulatory capital securities quoted for trading on the ASX, including ANZ’s hybrids
securities, will also be suspended from trading under their existing codes at that same time.

ANZ Group Holdings Limited will list on the ASX and NZX on 21 December. At this point the
new ANZ NOHC shares will commence trading on the ASX on a deferred settlement basis
and will enter into a trading halt on the NZX.

The ANZ regulatory capital securities will commence trading under their new codes on a
deferred settlement basis at that same point.

Shareholders can expect that the scheme will be implemented on 3 January 2023, on which
day eligible ANZ shareholders will receive their ANZ NOHC shares.

Normal trading in the new ANZ NOHC shares will commence on 4 January 2023. The ANZ
regulatory capital securities quoted for trading on the ASX, including hybrids, will commence
normal trading under their new codes on 4 January 2023.

Following the scheme process, ANZ will undertake the business restructure to separate
ANZ’s banking and certain non-banking business into the ANZ Bank Group and ANZ Non-
Bank Group.

I will now move to the formal business of the scheme meeting.

The sole item of business is to consider and, if thought fit, to pass the Scheme Resolution,
which is set out in the notice of scheme meeting contained in Annexure 5 of the Explanatory
Memorandum.

The Scheme Resolution is also now shown on the slide.

For the scheme to be approved by ANZ shareholders, the Scheme Resolution must be
passed by:

• a majority in number, that is more than 50% of ANZ shareholders present and voting
at the meeting either in person or by proxy; and

• at least 75% of the total votes cast on the Scheme Resolution by ANZ shareholders
present and voting at the meeting either in person or by proxy.

For media enquiries contact:

Stephen Ries
Head of Corporate Communications
Tel: +61 409 655 551

Lachlan McNaughton
Senior Manager Media Relations
Tel: + 61 457 494 414


Approved for distribution by ANZ’s Continuous Disclosure Committee

OVERVIEW OF THE RESTRUCTURE
OUR CORE BUSINESS IS BANKING AND THAT WON’T CHANGE
Your Board is recommending a vote in favour of the Scheme to implement the proposed restructure
Why are we proposing this?
Our customers expect us to continue to develop better and more tailored banking products and services, including digital
solutions
The restructure aims to:
•Improve the efficiency of our existing banking business
•Provide greater strategic and operational flexibility
•Create opportunities for our customers to engage more closely with their banking
Details of the proposed restructure are outlined in the Explanatory Memorandum dated 27 October 2022

THE RESTRUCTURE PROCESS
Approvals already received
The restructure has been approved by the Australian Banking regulator APRA, the New Zealand regulator RBNZ and
the Australian Federal Treasurer
Approvals still required
ANZ shareholders
Federal Court of Australia
What happens next?
If approved and implemented
•ANZ will establish a non-operating holding company, ANZ Group Holdings Limited (‘ANZ NOHC’), as the new listed
parent company. ANZ’s banking and certain non-banking businesses will be separated into two groups, the ANZ
Bank Group and ANZ Non-Bank Group
•No change to the ticker code
•No change to dividend returns
•No change to the number of shares you have- your current ANZ shares would be exchanged for new shares
(unless you are an Ineligible Foreign Shareholder)

POTENTIAL BENEFITS & DISADVANTAGES
Benefits of the restructure
Transparency
•Separation of the banking and non-banking businesses creates additional transparency and clarity for employees,
customers, regulators and investors
Flexibility
•Positions the ANZ Group to have more strategic and operational flexibility, enabling ANZ to be more innovative and
responsive to the changes occurring in the financial services industry
Stronger non-banking businesses
•Better enables ANZ to develop and enhance its provision of banking and finance products and services
Employer and partner of choice
•Assists ANZ to attract staff and partners with skills outside traditional banking
Disadvantages of the restructure
•None of the possible disadvantages of the restructure are expected (or likely) to have a material impact on the ANZ
Group
•While not material to the ANZ Group itself, the most significant impacts arise from one off transaction costs and
ongoing incremental costs of administering the NOHC

KEY DATES IF SCHEME IS APPROVED BY SHAREHOLDERS
EVENTDAT E
Second court hearing
•Court hearing to seek approval of the scheme
19 December 2022
Effective date
•ANZ shares suspended from trading on the ASX at close of trading
•ANZ regulatory capital securities (including ANZ’s hybrid securities) quoted for trading on the ASX suspended from trading under
their existing codes from close of trading
20 December 2022
ANZ NOHC listing
•ANZ NOHC shares commence trading on the ASX on a deferred settlement basis
•ANZ NOHC shares enter into a trading halt on the NZX
•ANZ regulatory capital securities (including ANZ’s hybrid securities) quoted for trading on the ASX commence trading under their
new codes on a deferred settlement basis
21 December 2022
Scheme record date
•The date for determining eligibility to receive ANZ NOHC shares
22 December 2022
7.00pm
Implementation date
•Eligible ANZ shareholders receive ANZ NOHC shares
3 January 2023
Commencement of normal trading
•ANZ NOHC shares commence trading on a normal basis on the ASX and NZX
•ANZ regulatory capital securities (including ANZ’s hybrid securities) quoted for trading on the ASX commence normal trading
4 January 2023
Business restructure
•To separate ANZ’s banking and certain non-banking businesses
9 January 2023
The above dates are indicative only and may change. ANZ will announce any change to the ASX

SCHEME RESOLUTION