Notice Corporations Act Subsection 259C(2)

ANZ Group Holdings Limited ABN 16 659 510 791
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008

4 January 2023

Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000





Notice Corporations Act Subsection 259C(2)

Attached is a notice given in accordance with a Corporations Act Subsection 259C(2)
exemption, ASIC Instrument 22-0963 and associated Deed Poll. They ha ve been
approved for distribution by ANZ’s Company Secretary.

Yours faithfully




Simon Pordage
Company Secretary
ANZ Group Holdings Limited

Notice given in accordance with Corporations Act Subsection 259C(2) Exemption
To Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000

1. Name of Company

ANZ Group Holdings Limited ABN 16 659 510 791 (“ANZ”) gives notice of the aggregated
percentage of voting shares in ANZ, in respect of which its associated entities have (1)
the power to control voting or disposal and voting shares underlying derivatives and (2)
a net economic exposure, in accordance with the terms of an exemption granted by the
Australian Securities and Investments Commission pursuant to subsection 259C(2) of the
Corporations Act.
Date of present notice: 4 January 2023
The previous notice was given to the ASX on: 23 December 2022
The previous notice was dated: 23 December 2022
2. Issued Share Capital
3,003,366,782 fully paid Ordinary Shares in the capital of ANZ have been issued as at 3
January 2023.
3(a). Previous and
present aggregated %
of Voting Shares
The aggregated number and percentage of shares in each class of voting shares in ANZ
in respect of which its controlled entities have power to control voting or disposal and
voting shares underlying derivatives, when last required, and when now required, to
give a notice to the ASX are:


Class of Shares
Previous Notice Present Notice
Total Number % of Total Shares Total Number % of Total Shares
Ordinary Fully Paid

4,181,875 0.14%

4,181,875 0.14%

3(b). Previous and
present net economic
exposure % of Voting
Shares
The aggregated number and percentage of shares in each class of voting shares in ANZ
in respect of which its controlled entities have a net economic exposure, when last
required, and when now required, to give a notice to the ASX are:


Class of Shares
Previous Notice Present Notice
Total Number % of Total Shares Total Number % of Total Shares
Ordinary Fully Paid

4,181,875 0.14%

4,181,875 0.14%

4. Details of Controlled
Entity Holdings
The following controlled entities are the holders in the Voting Shares referred to in
paragraph 3 above.

Registered Holder Controlled Entity entitled to be
registered
Number of Shares % of Total Shares
ANZEST Pty Ltd as Trustee
for ANZ Employee Share
Acquisition Plan
ANZEST Pty Ltd as Trustee for ANZ
Employee Share Acquisition Plan
61,621 0.00%
Reserve Bank of NZ
ANZ New Zealand Investments Limited on
behalf of various investment funds and
client portfolios 106,666 0.00%

JP Morgan Chase Bank
ANZ New Zealand Investments Limited on
behalf of various investment funds and
client portfolios 1,817,844 0.06%
JP Morgan Chase Bank /
Reserve Bank of NZ
ANZ New Zealand Investments Limited on
behalf of various investment funds and
client portfolios 462,600 0.02%
JP Morgan Nominees
Australia Limited
ANZ Custodial Services New Zealand
Limited as trustee for various private
clients 1,733,144 0.06%

Aggregation

4,181,875 0.14%


5. Changes in Voting
Shares
Particulars of change in voting shares in ANZ in respect of which its controlled entities
are or were entitled since ANZ was last required to give a notice to the ASX are:

NIL





Addresses The addresses of entities named in this form are as follows:

Name Address
ANZ Level 9A, ANZ Centre Melbourne, 833 Collins Street, Docklands Vic 3008
ANZEST Pty Ltd Level 9A, ANZ Centre Melbourne, 833 Collins Street, Docklands Vic 3008
ANZ New Zealand
Investments
Limited
ANZ Centre, 23-29 Albert Street, Auckland, New Zealand
JP Morgan Chase
Bank
85 Castlereagh Street, Sydney NSW 2000
JP Morgan
Nominees Australia
Limited
85 Castlereagh Street, Sydney NSW 2000
Reserve Bank of NZ 2 The Terrace, PO Box 2498 Wellington 6011, New Zealand
ANZ Custodial
Services New
Zealand Limited
ANZ Centre, 23-29 Albert Street, Auckland, New Zealand


print name
Simon Pordage
Capacity
Company Secretary
Sign here

Date
4 January 2023

22-0963

Australian Securities and Investments Commission
Corporations Act 2001 — Subsection 259C(2) — Exemption
Enabling legislation
1 The Australian Securities and Investments Commission (ASIC) makes this instrument under
subsection 259C(2) of the Corporations Act 2001 (the Act).
Title
2 This instrument is ASIC Instrument 22-0963.
Commencement
3 This instrument commences on the date it is signed.
Revocation
4 ASIC Instrument 19-1239 is revoked.
Exemption
5 ANZ Group Holdings Limited ACN 659 510 791 (ANZ) is exempt from the operation of
section 259C of the Act.
Where exemption applies
6 The exemption applies to the issue or transfer of shares or units of shares of ANZ to, or in
trust for, a prescribed controlled entity in any of the following circumstances:
(a) an issue of shares or units of shares of ANZ made under:
(i) Exceptions 1, 4, 6 or 14 in Rule 7.2 of the ASX Listing Rules; or
(ii) Exception 9 in Rule 7.2 of the ASX Listing Rules on the conversion of convertible
securities but only to the extent the convertible securities were issued under an
exception specified in sub-subparagraph (i); or
(iii) a placement of shares made by ANZ where:
(A) no more than 15% of the shares issued in the placement are allocated to all
controlled entities; and
(B) participation in the placement by controlled entities is on the same or no
more favourable terms as the terms for other participants;
(b) a transfer of shares or units of shares of ANZ:
(i) effected on a prescribed financial market or on the market operated by NZX and
not by way of a special crossing; or
(ii) under or as a result of a transaction between the transferor and a prescribed
controlled entity that:
(A) where Chapter 2E of the Act applies to the transaction - does not contravene
that Chapter and would not contravene that Chapter if section 214 were

22-0963

omitted; and
(B) where Part 5C.7 of the Act applies to the transaction—does not contravene
that Part;
(c) in relation to a prescribed controlled entity of the kind referred to in paragraph (ii) or (iii)
of the definition of prescribed controlled entity:
(i) an issue of shares or units of shares which satisfies subparagraph 6(a) and is made
in connection with the investment-linked benefits business of that prescribed
controlled entity or the participating business of a statutory fund of the life
insurance company or the NZ Life Funds; or
(ii) a transfer of shares or units of shares which satisfies subparagraph 6(b) and is made
in connection with the investment-linked benefits business of that prescribed
controlled entity or the participating business of a statutory fund of the life
insurance company or the NZ Life Funds.
7 The exemption does not apply unless ANZ has given to ASIC a deed expressed to be
irrevocable without the prior consent of ASIC and for the benefit of, and enforceable by,
ASIC under which ANZ undertakes:
(a) to ensure that the number of votes attached to all voting shares of ANZ in respect of
which ANZ or its controlled entities have the power (including under the terms of a
derivative) to control voting or disposal, does not exceed 5% of the total number of votes
attached to all voting shares of ANZ;
(b) to ensure that, in relation to a prescribed controlled entity of the kind referred to in
paragraph (ii) of the definition of prescribed controlled entity, the aggregate amount of
assets in the statutory fund's retained profits and shareholder capital accounts that is
invested in ANZ's shares is no more than 3% of the level of assets in those accounts that
is required to satisfy any capital requirements imposed by the Australian Prudential
Regulation Authority;
(c) to ensure that, in relation to the NZ Life Funds, the aggregate amount of assets in the NZ
Life Funds’ retained profits and shareholder capital accounts that is invested in ANZ
shares is no more than 3% of the level of assets in those accounts that is required to
satisfy any capital requirements imposed by the New Zealand Society of Actuaries (Inc);
(d) to ensure that a prescribed controlled entity does not exercise votes attached to shares
issued or transferred in the circumstances specified in paragraph 6 other than where, in
circumstances where the shares were issued or transferred to a prescribed controlled
entity of the kind referred to in paragraph (i) of the definition of prescribed controlled
entity, the votes are exercised by the entity in accordance with the directions of a client;
(e) to disclose to ASX:
(i) within 2 business days of the commencement of trading in ANZ’s ordinary shares
on the ASX, and thereafter no later than within two business days after the end of 3
months from the date the last disclosure was made under this subparagraph or such
other period as ASIC may agree in writing:
(A) the number of voting shares of ANZ in respect of which it or its controlled
entities have the power to control voting or disposal expressed as a
percentage of the total number of shares of ANZ; and
(B) the number of voting shares of ANZ in respect of which it or its controlled
entities have a net economic exposure to shares of ANZ expressed as a
percentage of the total number of shares of ANZ; and

22-0963

(ii) no later than before the end of two business days after the day on which ANZ
became aware of the movement, any movement of at least 1% in either of the
percentages referred to in sub-subparagraph (i);
and, in making these disclosures, to include the details set out in subsection 671B(3) of
the Act as if section 671B applied;
(iii) a copy of this instrument by way of an announcement at the same time ANZ gives
the first periodic disclosure under subparagraph 7(e)(i);
(f) to:
(i) keep records of acquisitions and disposals of shares of ANZ and derivatives, by
ANZ and its controlled entities, for a period of at least 12 months after the date of
the acquisition or disposal, including:
(A) date and time;
(B) volume;
(C) price; and
(D) the broker responsible for executing the trade; and
(ii) within five business days after receipt of a written request, make those records
available for inspection by ASIC, ASX, NZX (for so long as ANZ shares are
quoted on NZX) or any other market licensee where ANZ shares are quoted, or
constitute the underlying security for a financial product quoted, on the market
conducted by the licensee; and
(g) to give a written notice to ASIC within five business days after becoming aware that it
has failed to comply with the terms of the deed, other than in an immaterial respect, and
setting out the details of the non-compliance.
Interpretation
7 In this instrument:
(a) ASIC Class Order [CO 13/763] means that class order as in force on the date of this
instrument and as amended or replaced from time to time by a disallowable legislative
instrument within the meaning of the Legislative Instruments Act 2003;
ASX means the financial market operated by ASX Limited ACN 008 624 691;
ASX Listing Rules means those rules as in force on the date of this instrument with any
modifications or waivers which ASX may grant to ANZ;
client, in relation to a IDPS, means a person to whom the operator provides services
under the IDPS and does not include ANZ or its controlled entities, or their associates:
controlled entity means an entity that is controlled, within the meaning of section 259E
of the Act, by ANZ;
derivative means a derivative within the meaning given by section 761D of the Act for
which the value of the arrangement is ultimately determined, derived from or varies by
reference to (wholly or in part) the value of shares of ANZ;
economic exposure means a financial exposure that:

22-0963

(i) arises because of an arrangement (including, but not limited to, a derivative) in
relation to shares of ANZ; and
(ii) may result in the incurring of a profit or a loss to ANZ or its controlled entities as a
result of a change in the price or value of shares of ANZ;
IDPS has the meaning given by ASIC Class Order [CO 13/763];
life company has the meaning given by the Schedule to the Life Insurance Act 1995;
life insurance business has the meaning given by section 11 of the Life Insurance Act
1995;
market licensee has the meaning given by section 761A of the Act;
NZ Life Funds means assets held by a controlled entity of ANZ to meet the professional
standards from time to time issued by the New Zealand Society of Actuaries (Inc)
relating to prudential capital adequacy or solvency requirements for an entity carrying on
a life insurance business in New Zealand;
NZX means NZX Limited;
operator, in relation to an IDPS, has the meaning given by ASIC Class Order [CO
13/763];
prescribed controlled entity means a controlled entity that is:
(i) a trustee or responsible entity of a managed investment scheme;
(ii) a life company which carries on a life insurance business of providing investment-
linked benefits within the meaning of paragraph 31 (b) of the Life Insurance Act
1995 or providing investments relating to the participating business of a statutory
fund of the life insurance company;
(iii) an entity carrying on a life insurance business in New Zealand and that holds NZ
Life Funds; or
(iv) a trustee of a superannuation entity under the Superannuation Industry
(Supervision) Act 1993;
prescribed financial market has the meaning given by section 9 of the Act;
relevant interest has the meaning given by Part 6.1 of the Act;
special crossing has the meaning given by the operating rules of ASX or the
participant rules of NZX (as the case may be) as in force as at the date of this
instrument;
statutory fund has the meaning given by section 29 of the Life Insurance Act 1995;
(i) for the purposes of sub-subparagraph 7(e)(i), in calculating the number of shares of
ANZ in respect of which it or its controlled entities have a net economic exposure,
if, in relation to an economic exposure, a change in the price or value of the shares
would result in a profit (or loss) in respect of a share and an offsetting loss (or profit)
in respect of another share, do not include those shares in the calculation; and
(ii) for the purposes of sub-subparagraph 7(e)(ii), there is a movement of at least 1% in a
percentage referred to in sub-subparagraph 7(e)(i) if the percentage increases or
decreases by one or more percentage points from the percentage last disclosed under

22-0963

subparagraph 7(e).

Dated this 16
th
day of November 2022

Signed by Genevieve Lai
as delegate of the Australian Securities and Investments Commission