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ANZ 2024 Annual Report Documents

Annual Report8 November 2024ANZFinancials

ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia

ABN 16 659 510 791

8 November 2024


Market Announcements Office

ASX Limited

Level 4

20 Bridge Street

SYDNEY NSW 2000


ANZ 2024 Annual Report


ANZ Group Holdings Limited (ANZ) today released its 2024 Annual Report.


It has been approved for distribution by ANZ’s Board of Directors.


Yours faithfully


Simon Pordage

Company Secretary

ANZ Group Holdings Limited

2024
Annual Report

2024

Annual Report

Contents
Overview

Our 2024 reporting suite

2

2

024 performance snapshot 3

Chairman’s message

4

C

EO’s message 6

O

perating environment

O

ur operating environment

8

O

ur purpose and strategy 10

How we create value

1

2

About our business 14

Our approach to ESG

1

6

Our approach to climate change


1

7

Governance


G

overnance

1

8

Directors’ qualifications, experience

and special responsibilities

1

9

Company secretaries

qualifications and experience

2

4

Executive Committee


2

5

Risk management


2

6

Five year summary

32

P

erformance overview

34

R

emuneration report

48

D

irectors’ report 90

Financial report 93

S

hareholder information


S

hareholder information -

unaudited 221

Important dates for

shareholders 2025 223

Contacts


223

Glossary 224

At ANZ, our purpose is to

shape a world where people

and communities thrive.

In particular, we want to help customers:

Save for, buy and

own a liveable home

We bring our purpose to life through our

strategy: to improve the financial wellbeing

and sustainability of customers with

excellent services, tools and insights

Start or buy and sustainably

grow their business

Move capital and goods around

the region and sustainably grow

their business

With a global presence across 29 markets,
ANZ helps Australian businesses big and

small succeed on the world stage.

Bulla, founded in 1910 and still owned by the same three founding

families, has been a long-standing corporate customer of ANZ, with a

relationship spanning over 40 years. ANZ is currently supporting Bulla’s

new manufacturing site in regional Victoria, from concept to execution,

helping the company meet the increasing demand for high-quality

dairy products both locally and across Asia.

Learn more about ANZ’s long-standing support of Bulla by

visiting anz.com.au/newsroom/news/2024/august/anz-

news-bulla-dairy-tony-fato/

Disclaimer & important notices
The material in this report contains general

background information about the Group’s

activities current as at 7th November 2024.

It is information given in summary form and

does not purport to be complete. It is not

intended to be and should not be relied upon

as advice to investors 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 if an investment is appropriate.

Forward-looking statements

This report may contain forward-looking

statements or opinions including statements

regarding our intent, belief or current

expectations with respect to the Group’s

business operations, market conditions,

results of operations and financial condition,

capital adequacy, sustainability objectives or

targets, specific provisions and risk

management practices. Those matters are

subject to risks and uncertainties that could

cause the actual results and financial position

of the Group to differ materially from the

information presented herein. When used in

the report, the words ‘forecast’, ‘estimate’,

‘goal’, ‘target’, ‘indicator’, ‘plan’, ‘pathway’,

‘ambition’, ‘modelling’, ‘project’, ‘intend’,

‘anticipate’, ‘believe’, ‘expect’, ‘may’,

‘probability’, ‘risk’, ‘will’, ‘seek’, ‘would’, ‘could’,

‘should’ and similar expressions, as they relate

to the Group and its management, are

intended to identify forward-looking

statements or opinions. There can be no

assurance that actual outcomes will not

differ materially from any forward-looking

statements or opinions contained herein. Also

see the Risk management section on pages

26-31 in relation to risks that may affect

forward-looking statements, and the `Key

Judgements and Estimates’ identified in

various places in the Annual Report.

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

publication and no representation is made as

to their correctness on or after this date. No

member of the Group undertakes any

obligation to publicly release the result of any

revisions to these forward-looking statements

to reflect events or circumstances after the

date hereof to reflect the occurrence of

unanticipated events.

Climate-related information

This report also contains climate-related

statements. Those statements should be read

with the important notices in relation to the

uncertainties, challenges and risks associated

with climate-related information in our 2024

Climate-related Financial Disclosures available

at anz.com/annualreport.

Our 2024

reporting

suite

Annual Report structure

The various elements of the Directors’ Report,

including the Operating and Financial Review,

are covered on pages 1 to 47. Commentary on

our performance overview contained on pages

34 to 47 references information reported in the

Financial Report pages 93 to 220.

The Remuneration Report on pages 48 to 89

and the Financial Report on pages 93 to 220

have been audited by KPMG.

This report covers all of ANZ Group Holdings

Limited’s operations worldwide over which,

unless otherwise stated, we had control

during the financial year 1 October 2023 to

30 September 2024. Monetary amounts in this

document are reported in Australian dollars,

unless otherwise stated.

Additional information

We produce a suite of reports to meet the

needs and requirements of a wide range of

stakeholders including shareholders,

customers, employees, regulators, non-

government organisations and the community.

We continue to evolve our disclosures, taking

into consideration stakeholder feedback,

legislation, guidelines and frameworks.

Our 2024 Corporate Governance Statement

discloses how we have complied with the ASX

Corporate Governance Council’s ‘Corporate

Governance Principles and Recommendations

– 4th edition’ and is available at anz.com/

corporategovernance.

Our 2024 ESG Supplement provides

stakeholders with detailed ESG disclosures,

including performance against our ESG

targets and our management of material

ESG issues.

Our 2024 ESG Data and Frameworks Pack,

supplements the above reports, including a

summary of our progress on key ESG metrics,

comparative performance data and how we

have reported against international ESG

standards and frameworks.

Our 2024 Climate-related Financial

Disclosures describes progress towards

implementing our Climate Change

Commitment and how we have been

supporting our customers to date. This lays

the foundation for us to deliver on our five-year

Climate and Environment Strategy approved in

October 2024 to support an effective and

orderly transition in coming years.

See pages 16-17 for more on our approach

to ESG and climate change.

We are continually seeking to improve our

reporting suite and welcome feedback on

this report. Please address any questions,

comments or suggestions to

investor.relations@anz.com.

ANZ Group

Holdings Limited

ABN 16 659 510 791

2024 Full Year Results

Announcement

anz.com/results

2024 ANZGHL Annual Report

anz.com/annualreport

2024 Corporate

Governance Statement

anz.com/corporategovernance

2024 Climate-Related

Financial Disclosures

anz.com/annualreport

2024 Environment, Social and

Governance (ESG) Supplement

anz.com/annualreport

Australia and New Zealand

Banking Group Limited

ABN 11 005 357 522

2024 ANZBGL Annual Report

anz.com/annualreport

2024 September Quarter

APS 330 Pillar III Disclosure

anz.com/results

2024 United Kingdom

Disclosure and Transparency

Rules Submission (when released)

anz.com/results

ANZ 2024 Annual Report2

2024 performance snapshot
1. Statutory profit attributable to shareholders of the Company. 2. On a cash profit basis. Excludes non-core items included in statutory profit and is provided to assist readers in

understanding the result of the ongoing business activities of the Group. For further information on adjustments between statutory and cash profit refer to page 35. 3. Equals

total shareholders’ equity less total non-controlling interests, goodwill and other intangible assets divided by the number of ordinary shares. 4. APRA Level 2. 5. Number of

employees (Full Time Equivalent). 6. Includes employees and contingent workers. 7. Measures proportion of women out of the entire Senior Manager, Executive, Senior Executive

and Group Executive Committee populations (roles within ANZ designated as Groups 3, 2 and 1 respectively). Includes all employees regardless of leave status but not

contractors (which are included in FTE). 8. Target to fund and facilitate at least $100 billion by end 2030 in social and environmental through customer transactions and direct

investments by ANZ, commenced 1 April 2023. 9. Includes individuals who have participated in more than one program (for example, people who have participated in

MoneyMinded as part of Saver Plus are counted twice as they are included in both the MoneyMinded and Saver Plus totals).

Financial performance highlights

Our stakeholders

$6,535m

Statutory profit¹,

(

-8%)

500k

Shareholders

$807b

Gross loans and 

advances

42.4k

Employees (FTE)

5

38.8%

Women in leadership

7

~$38.9b

Funded and facilitated in

social and environmental

activities

8

27%

1 Year total

shareholder return

>10m

Customers

$715b

Customer deposits

84%

Staff engagement

score

6

More than

$134m

In community investments

More than

122k

participants in our financial

education programs

9

9.7%

Cash return on equity

2

,

(

-131b ps)

224.3c

Cash earnings per share

(Basic)

2

, ( -23c)

12.2%

Common Equity Tier 1

Capital

4

, ( -114b ps)

$6,725m

Cash profit

2

,

(

-9%)

166c

Total dividend per share

for 2024, (

-5%)

$21.60

Net tangible assets

per share

3

, ( -0.8%)

3

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Chairman’s
message

Paul O’Sullivan

Chairman

In a year of global uncertainty and

challenging conditions for Australia

there was significant downward

pressure on industry profitability.

Despite these challenges, our full-year

statutory profit of $6.5 billion was 8%

less than last year’s record financial

performance and the second strongest

revenue outcome on record. Along with

financial risk being well managed, this

year’s cash profit was the next highest for

ANZ since 2017. We also achieved a total

shareholder return of 27% this financial

year, resulting in a return of approximately

50% across the last two financial years.

Our performance was driven by a solid

performance in our core banking

businesses, reinforcing the benefits of

our diversified portfolio. Furthermore, our

strong capital position, along with the

successful sale of our stake in AmBank,

enabled us to reduce our share count by

over 30 million through $883 million of

our ongoing $2 billion share buyback.

The significance of the year was

highlighted by our successful acquisition

of Suncorp Bank. This acquisition

reshapes our presence and scale in the

fast-growing Queensland market, and

along with the progress of our new

banking platform in Australia, ANZ Plus,

the bank is well positioned for the future.

As a result of our performance, your

Board was pleased to declare a total

dividend of 166 cents per share, which

was down 5% on 2023, meaning

more than $4.9 billion will be returned

to you, our shareholders.

The final dividend was partially franked

which reflects the shape of our portfolio

and percentage of ANZ’s profit generated

outside of Australia.

While we are pleased with the returns

provided to shareholders, we have also

made a meaningful contribution

throughout the year to customers and

the community. We are proud of this work,

which is covered in our Chief Executive’s

letter on the following pages.

Capital

The global economy passed through

the most sustained cycle of rising interest

rates in decades. While deep recessions

have not been apparent, inflation

challenges persist with many customers

and businesses confronting higher costs.

Against this backdrop, ANZ is well

prepared with sound levels of credit

provision, capital, liquidity and funding.

While the number of customers in

hardship remains relatively low, our

financial position allows us to stand

ready to help customers in need.

In the first half of the year, the Board

approved an on-market share buyback

of up to $2 billion – one of our largest ever

capital management exercises – reflecting

our strong capital position.

We continued to protect and strengthen

the balance sheet with your bank

remaining among the best capitalised

banks in the world. ANZ’s Common Equity

Tier 1 Ratio was 12.2%.

Non-financial Risk

While the bank has a track record

of prudently managing financial risk,

we are still building capability in the

management of non-financial risk (NFR).

This has been emphasised by the

Australian Prudential Regulation

Authority (APRA) requiring ANZ to hold

an additional operational risk capital

overlay, due to concerns about our

progress in this space, including issues

within our Markets business.

We have made progress in the delivery

of our NFR program, I.AM Amplified,

however it is clear there is more to do

and ongoing vigilance is required.

This will continue to be a significant

focus in 2025. The actions we are taking

on NFR are outlined in Box 1, while the

Board’s response on the specific matters

arising within the Markets business is

covered in Box 2.

As shareholders would expect, the Board

has also taken these matters into account

when assessing the performance of our

Chief Executive Officer, Shayne Elliott,

and the executive team this year.

While there has been no finding of any

direct accountability for members of the

Executive Committee, as CEO, Shayne is

ultimately responsible for all aspects of

the Bank’s performance.

This is why the Board applied its

discretion and assessed Shayne’s

performance to be below target and

determined the appropriate 2024 Short

Term Variable Remuneration (STVR)

outcome was 65% of target opportunity

(52% of maximum opportunity).

4ANZ 2024 Annual Report

Paul O’Sullivan
Chairman

In addition, the Board considered it

appropriate to hold the Executive

Committee collectively accountable for

the issues relating to NFR and this has

been reflected in their final outcomes.

More details of the Board’s actions are

outlined in the Remuneration Report.

Board Renewal

There has been ongoing renewal of

our Board in recent times with a particular

focus on appointing Non-Executive

Directors with experience in financial

services. This has been particularly

beneficial as we have managed the

NFR and Markets issues.

In February, Richard Gibb joined the

Group Board, while John Cincotta was

appointed a Non-Executive Director of

the Banking Group.

Before joining ANZ’s board, Richard was

Chief Executive of Credit Suisse Australia

and previously held senior global roles at

Deutsche Bank and Merrill Lynch. John,

who was one of the founders of Barrenjoey

Capital Partners had a long career at

Deutsche Bank Australia and New Zealand.

Then in March we welcomed the Chair

of ANZ New Zealand, Scott St John, to the

Group Board as a Non-Executive Director.

Scott has served on our New Zealand

Board since 2021. Scott currently chairs

Mercury NZ Limited and was formerly the

CEO of First NZ Capital (now Jarden) and

Chair of Fisher and Paykel Healthcare.

This year Sir John Key retired from

ANZ having served as both a Non-

Executive Director for the Group and

Chairman of ANZ New Zealand since

2018. Sir John made an enormous

contribution with his unparalleled

international business and political

experience playing a critical role in our

ongoing success. As a Board, we will miss

his wise counsel and global insights and

we wish him the very best for the future.

In closing, I would like to acknowledge the

many thousands of ANZ employees who

come to work every day to do their best

for their customers and colleagues as we

continue to build a bank that benefits all

our stakeholders.

Box 1: Non-Financial Risk Management at ANZ

Following the Royal Commission, ANZ commenced a major program to

strengthen NFR management across the Bank, including greater

standardisation of risk tolerance, processes and reporting. In practice,

NFR refers to the risks that we face from managing our operations, our

processes and systems as well as how we conduct ourselves.

In 2022 the ANZ Board elevated its review of progress and accountability

for the NFR program. At the time, steps included reinforcing the Executive

Committee’s accountability and upgrading the technology platform

underpinning the new program. The Board also appointed an independent

external expert to monitor and report on progress.

As of late 2023-24, the program was making good progress and meeting

key milestones, while staff using the new systems were reporting an improved

NFR capability.

However, events associated with the Markets business in the Institutional

Division (see box 2) highlighted the need for an ongoing uplift in ANZ’s NFR

processes and drew a response from APRA including a risk capital overlay.

In addition to ensuring delivery of the existing NFR program, the Board is also

requiring further focus from Management on strengthening risk culture and

embedding the new NFR processes across the bank.

The Board considers the final delivery of the NFR program, combined with the

additional focus on embedding NFR controls, will provide the required outcome.

We will continue to report on our progress to shareholders and regulators.

Box 2: Institutional Division, Markets Issues

During the year, concerns were raised regarding an Australian Government

bond issuance in 2023 where ANZ was the Duration Manager and a Joint Lead

Manager. There were also conduct and data issues identified within our

Markets business.

The Board has direct oversight of the issue and taken a number of actions,

including:


A

ssessing reports from independent experts in financial markets appointed

to analyse trading activity.


E

ngaging external legal advisors, independent of Management, to ensure

rigorous and thorough outcomes from the expert reviews.



E

stablishing a sub-committee of directors with relevant experience, chaired

by me, to evaluate and test technical issues on ongoing basis.



C

ommissioning Oliver Wyman, in consultation with APRA, to undertake

a thorough independent review of culture and controls within the

Markets business.

While some of these reviews remain ongoing, the Board has ensured

accountability and consequences are enforced where relevant, particularly

for the conduct and data matters. Consequences for the Executive Committee

are detailed in the Remuneration Report and include:



A r

eduction in the Risk Modifier which reduced the outcome of the Group

Scorecard and impacted variable remuneration for all employees.


C

ollective accountability for the entire Executive Committee regarding NFR

matters, resulting in a reduction in 2024 STVR and a reduction in 2025 Long

Term Variable Remuneration (LTVR) restricted rights to be granted in

November/December 2024.



A

n additional STVR impact for Executives with greater overall accountability

for the Markets and NFR matters.

Given the Australian Securities and Investments Commission’s (ASIC) review of

these matters is ongoing, the Board has the discretion to freeze or reduce future

vesting of equity to accountable Executives and is satisfied that the quantum of

outstanding equity is sufficient.

5

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

CEO’s
message

Shayne Elliott

Chief Executive Officer

After a record performance in 2023,

this year was another pivotal year for

our company.

We completed the successful acquisition

of Suncorp Bank, setting us up for future

success. We also achieved strong results

from our core banking business and saw

emerging benefits from our investments in

key customer platforms – ANZ Plus and

Transactive Global.

Our results demonstrate the benefits

of multiple years of simplification,

strengthening of the balance sheet and

targeted investment into market-leading

platforms which better support our

customers, while producing sustainable

returns for our shareholders and

positioning us well for the future.

As the Chairman has covered extensively,

this year issues arose in our Markets

business, which have been extremely

disappointing as they are contrary to our

requirements and the standards we have

set for ourselves.

This has reinforced how critical it is

to ensure we have an engaged and

purpose-led culture across ANZ. While our

employee engagement score remained

industry leading in 2024, I acknowledge

there is always more to be done to embed

a strong speak-up culture with a deep

understanding of non-financial risk.

As CEO of ANZ, this is a key priority.

The Bank We Bought –

Suncorp Bank

On 1 August 2024, we welcomed

approximately 3,000 Suncorp Bank

employees, 1.2 million customers and

$54.6 billion of deposits into the ANZ family.

The quality of the business is already

exceeding our expectations.

In the two years since announcing the

acquisition, Suncorp Bank’s customer

numbers, home lending and deposits

have all grown.

As we learn more about the quality of

Suncorp Bank’s business, people and

assets, we are increasingly confident

that we are well placed to deliver more

synergies than expected, faster than

initially planned. We will share more

detail of our aspirations at our first half

results in 2025.

We have always positioned our

acquisition of Suncorp Bank as a platform

for growth in Queensland and that is why

we were happy to make commitments

to the Queensland Government with

regards to lending and jobs.

We have already demonstrated

momentum in meeting these

commitments, with recent

announcements including financing

for Queensland’s largest affordable

housing project for seniors and people

with disability.

We are establishing a new technology

hub in Brisbane focused on digital,

cloud and data capability, which will

employ more than 700 people over the

next five years.

Our focus now is to drive value from

the acquisition, combining the best of

ANZ and Suncorp Bank to create one

bank that’s better together for

customers, colleagues, shareholders

and the community.

The Bank we’re Building

Throughout the year, we continued

to deliver propositions to support

our customers built on resilient, agile

platforms which can innovate at pace.

These platforms provide the

underlying technology infrastructure

that drives the business.

This was possible due to the

investment of about $2.5 billion over

the past five years to improve our

technical capabilities and capacity

to speed up delivery. This provides

more seamless and secure banking

experiences that deliver better

customer outcomes and ultimately

grow market share and profitability.

This includes ANZ Plus, which we

believe is the most engaging,

contemporary and easy to use retail

banking platform in Australia. ANZ

Plus customer numbers grew 85%

through the year to nearly 850,000,

and deposits grew 70% to almost

$16 billion.

Nearly one in five of our active retail

customers now call ANZ Plus home.

We continue to acquire around 30,000

customers onto the ANZ Plus platform

every month and pleasingly, 48% of

customers who joined ANZ Plus in

FY24 were new to ANZ.

6ANZ 2024 Annual Report

In line with our strategy to improve
the financial wellbeing of customers,

almost half of all ANZ Plus customers

are using a financial wellbeing feature

such as round-ups, and more than a

third have set and are actively working

towards a savings goal.

Another great example of how the

technology ANZ Plus is built on allows

us to launch market-first features

safely, quickly and at low cost, was the

launch of MyAccounts. This was the

first time a major Australian bank has

leveraged open banking technology to

give customers a consolidated view of

their eligible accounts across different

Australian financial institutions.

Other recent new ANZ Plus features

include the introduction of joint

accounts, home loan offsets and the

ability to import billers and payees

from our existing ANZ app.

We also integrated more partnerships

into the ANZ Plus app: Qantas

Frequent Flyer points, which was an

Australian first, and Cashrewards,

our 100%-owned, leading cashback

provider in Australia. This comes at

a time when many customers are

looking to make their dollar go further.

These features enhance our customers’

experience while also helping lay the

foundations to make it easier and safer

to migrate our existing customers to

ANZ Plus, starting in 2025.

We have also invested significantly

in the Institutional business, in

particular our payments and cash

management platform, Transactive

Global, which supports institutional

and commercial customers with

advanced transaction banking

services, including to help them

manage and move money globally.

This positioned us to be at the

forefront of innovation including PayTo

real-time payments services, while

also piloting real-time cross-border

payments into Australia.

As a result, Coalition Greenwich

ranked ANZ #1 in Transaction Banking

product development and innovation

in Australia this year, and we were

named Best Bank for Payments

globally by Global Finance Magazine.

Our Institutional Division now

generates much of its income from

low-risk processing businesses, and in

2024 achieved record revenue, record

profit before provisions, and record

return on equity.

Supporting our customers

Our platforms, ANZ Plus and Transactive

Global, not only improve our customers’

experience and reduce costs, they also

help protect our customers from scams

and fraud.

ANZ Plus has introduced a raft of scam

safe features including screen share

protection from scammers, location-

based security, risky-app detection,

crypto limits and the use of technology

to help detect if customers are being

coached from scammers.

In addition, we have increased

personalised internet banking warning

messages when activity is considered

high risk and introduced a new Scam

Scoring model which uses Artificial

Intelligence to complement our security

systems and boost scam detection.

Combined with increased education

and resources – including a new team of

dedicated fraud and scam specialists –

these measures are having an impact. In

2024, our people and systems stopped

more than $140 million being sent to

criminals.

Helping customers who may be facing

financial difficulty as early as possible is

another key priority.

In Australia, while customers can reach

out to us if they need help, we also

proactively check in via SMS with

hundreds of customers a month who

are potentially facing financial hardship.

In line with the broader economic

environment, the number of Australian

home loan and small business customers

in hardship has risen over the past year.

However, this is off an historically low

base and the overall data suggests that

in aggregate, customers are holding up

better than originally expected. That said,

where customers are in difficulty we will

work with them to find a solution tailored

to their situation.

Supporting the community

Supporting our communities is core to our

purpose, which is to shape a world where

people and communities thrive.

Our financial education and matched

savings program, Saver Plus, celebrated

its 21st birthday this year, making it the

largest and longest running program of

its kind in the world. The program was

developed alongside Brotherhood of

St Laurence and is delivered in partnership

with Berry Street and The Smith Family,

with funding support from the Australian

Government and ANZ.

In that time, more than 62,000 participants

have built lifelong savings habits while

saving more than $31 million. Over the

same period, ANZ has provided more than

$26 million in matched funds.

This program has been life changing

for many, with the vast majority of those

taking part still saving more than seven

years after completion, while their total

assets have increased.

Likewise, our flagship financial education

program MoneyMinded, which supports

adults on lower incomes to build their

financial skills, knowledge and confidence,

also continues to flourish. Over a million

people have taken part since 2002

across Australia, Asia, the Pacific and

New Zealand.

Our outlook and priorities

Looking ahead, we will remain focused

on running the bank well. This will be

driven by our purpose and focused on

delivering good customer outcomes, as

well as strengthening risk management

and providing consistent financial returns

to shareholders.

We will continue to simplify our business

to focus on two key platforms, ANZ Plus

and Transactive Global. This will help us

better serve our customers, manage

costs, improve productivity and unlock

further benefits of simplification.

We will also leverage Generative AI to

increase productivity and deliver better

tools to support our people and

customers, including through our new

AI Immersion Centre launched in

partnership with Microsoft earlier this year.

As I look ahead, I am confident our

diversified portfolio, unique global

network, and fortress balance sheet

mean we are well positioned to continue

to deliver for our shareholders, our

people and our community.

Finally, I thank the team at ANZ for

their commitment to supporting our

customers, which has helped drive

these positive results.

Shayne Elliott

Chief Executive Officer

7

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

z
Our operating environment

A range of influences

characterise the

current operating

environment.

Economies have coped relatively

well with the sharp increases in

interest rates over 2022 and 2023.

Economic activity has slowed, but

recessions have been rare and

shallow. Unemployment in Australia

and New Zealand has only

modestly increased.

The cumulative impact of rising prices and

higher interest rates is sustaining cost of

living pressures for consumers, but

household balance sheets, in aggregate,

are sturdy. Investment plans are generally

robust, but resource availability is a

challenge, not least because of similar

wants across economies. Industrial policy

has become more common, including in

Australia, and is likely to reshape the

structure of economic activity over time

as governments address perceived

supply chain vulnerabilities and prioritise

domestic resilience.

China’s economy is operating on a

different cycle. Growth has moderated

as the economy adjusts to an ageing

demographic and the demand mix

changes. Trade is still growing despite

geopolitical complexities. High commodity

prices are sustaining exports from

Australia and New Zealand. Asian exports

have had a particularly strong year, backed

by renewed strength in technology trade.

The climate transition remains a subtext

to many of these developments. Resource

access challenges feature here as well,

as many economies strive to invest in

renewable energy, building retrofits and

more climate-friendly transport.

8ANZ 2024 Annual Report

z
Economic outlook

Growth has slowed, but many central

banks have begun to reduce interest rates.

Inflation has proven to be slightly stickier

in Australia than elsewhere. Australia,

therefore, is likely to follow with a modest

easing cycle of its own, but not until 2025.

Easing cycles are likely to only partially

reverse the sharp interest rate rises of

recent years.

Private sector balance sheets, in general,

are in solid shape, suggesting lower

interest rates are likely to generate

economic traction without needing to be

too vigorous. The supply side of many

economies remains challenged by

influences including ageing workforces,

housing constraints, and the influence of

geopolitics and industry policy on supply

chains. This is also encouraging more

sustained government spending than has

been the case in previous cycles.

Policy in China has been gradually

responding to reduce the risks of a

sharper slowdown. Excessively low

inflation has been the primary

macroeconomic challenge. Further

easing is likely as China adjusts to softer

structural drivers of demand. An ageing

demographic suggests a shift in the mix

of activity over time, including in the

commodity sector. These shifts are likely

to have some permanence.

1. Refer to our 2024 Climate-related disclosures report for more information and for glossary of terms available at anz.com/esgreport.

ChallengesExamples of how we’re responding

Inflationary pressures

and higher interest rates

• Assessing borrowers’ resilience to

rising interest rates


F

ocusing on cost management and

delivering ongoing productivity

benefits, including from technology

simplification

• Dealing appropriately with customers

experiencing financial hardship or in

need of extra care


A

djusting our staff salaries appropriately

Public and regulatory scrutiny

• Being transparent about how we

are addressing regulatory and

political concerns


W

orking cooperatively with

regulators, government and non-

governmental organisations (NGOs)

• Continuing to evolve our ESG policies

and processes, seek to implement them

effectively and transparently disclose

our progress

Competitive

banking industry

• Operating a diverse business,

continuing to invest and prioritise

resources across Retail, Commercial

and Institutional segments

• Deploying new and improved digital

services, products and processes to

help meet customer needs for

efficient and accessible banking


Investing in underlying technology and

systems to establish more flexible and

responsive platforms (including ANZ Plus

and Institutional Payments and Cash

Management Platforms)

Cybersecurity threats

• Ongoing investment in cybersecurity,

fraud and scams detection capabilities

• Increasing customer awareness and

education as to the relevant risks

Geopolitical tension

• Contingency plans for our medium-to-

higher risk jurisdictions with trigger

events identified and monitored

• Continuing to review our international

network and operations

Climate change and nature

1

• Elevating climate to a Material Risk

in November 2023



O

ur Board approving our Group wide

Climate and Environment Strategy in

October 2024

• Supporting our customers’ transition

through banking and finance products

and services, such as sustainability-

linked loans and ESG-format bonds,

that help drive the transition to a low

carbon economy

99

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Our purpose and strategy
Our purpose is to shape

a world where people and

communities thrive. It

explains ‘why’ we exist and

drives everything we do at

ANZ, including the choices

we make each day about

those we serve and how

we operate.

Our aspiration is to build a simpler, better, more purpose-driven

bank, through:

purpose-led propositions and

partnerships that improve financial

wellbeing, access to housing and

sustainability for our target segments

automated business-services

supported by modern, cloud-

based technology that is more

open, efficient, resilient and

compliant


an agile operating model that

encourages innovation and makes it

easier for our people to deliver value

for our customers quickly

disciplined allocation of resources,

enhanced delivery capabilities,

and an alignment of systems

and incentives.

Through our purpose we have elevated three areas facing significant

societal challenges aligned with our strategy and our reach, which

include commitments to:

Improving the financial wellbeing of our people, customers and

communities by helping them make the most of their money

throughout their lives;

Supporting household, business and financial practices that improve

environmental sustainability; and

Improving the availability of suitable and affordable housing options

for all Australians and New Zealanders.

Save for, buy and

own a liveable home

Start or buy and sustainably

grow their business

Move capital and goods around

the region and sustainably grow

their business

In particular, we want to help customers:

We bring our purpose to life through our strategy: to improve the financial wellbeing and

sustainability of customers through excellent services, tools and insights that engage and retain

them, and help positively change their behaviour.

10ANZ 2024 Annual Report

Our values are: I.C.A.R.E
Integrity

We are honest and fair by speaking openly

and transparently, making thoughtful and

balanced decisions, doing what’s right and

acting with courage.

Collaboration

We work together for the customer, by getting

the right people together to get the job done

and helping each other.

Accountability

We take ownership and get things done – we do

what we say we will do – find the solutions by

testing and learning and act with determination.

Respect

We care for all those we serve. We value

difference and encourage everyone to have a

voice, think and act with consideration for our

customers, community and the environment.

Excellence

We challenge ourselves to be better. This is done

by making things simple, finding ways to work

differently, using data to improve and asking for

as well as acting on feedback.

Our values

Our values shape how we deliver our

purpose-led strategy. They are the

foundation of ‘how’ we work – living

our values every day enables us to

deliver on our strategy and purpose,

strengthen stakeholder relationships

and earn the community’s trust. All

employees and contractors must

comply with our Code of Conduct,

which sets down the expected

standards of professional behaviour

and guides us in applying our values.

1111

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

We create value for our stakeholders
through the ‘Bank We’re Building’,

developing propositions our customers

love, with easy-to-use products and

services that evolve to meet their

changing needs.

We differentiate through our global

network, thought leadership, and

diversified retail, commercial and

institutional customer businesses.

How we create value

Our customer propositions are

enabled through our people and

our technology, data and risk

management:

Supported by our balance sheet

strength, our partnerships and

reputation:

Purpose and values-led people who drive value by caring about our customers

and the outcomes we create.

Flexible and resilient digital banking platforms powering our customers and made

available for others to power the industry.

Risk management framework and culture, establishing, overseeing and

influencing how risk is considered in decision making.

Partnerships that unlock new value with ecosystems that help customers further

improve their financial wellbeing and sustainability.

Strong balance sheet positions with access to capital, funding and liquidity to protect

and grow our business.

Reputation underpinned by trusted relationships with customers we choose to bank,

our business partners and the community to strengthen our brand and reputation.

12ANZ 2024 Annual Report

Strategy &
business

model

Transformation outcomes

More targeted

We support more of our chosen customers to achieve

their goals, by using data to understand their needs.

More engaged

We improve our customers’ financial wellbeing and

sustainability by connecting with them and providing

valued solutions that meet their needs.

More efficient

We serve our customers more efficiently to save

them money and time by simplifying and automating

our processes.

Better protected

We reduce the risk of doing business for our customers

and for the bank, with systems that are less complex,

less prone to error and more secure.

More dynamic

We respond more rapidly to the evolving environment,

with adaptable people, systems and processes.

Aiming to create value for our stakeholders

Better access

to capital and talent,

driving greater

capacity to

invest well

Better data,

insights, risk

decisions

and pricing

Better customer

propositions that

are purposeful,

engaging, efficient

and safe

Better customer

engagement, and

greater use of our

products and

services

Better financial

wellbeing and

sustainability

outcomes for

customers and

the community

Better financial

outcomes for

shareholders

and staff

Better reputation

among customers

and the community,

and higher workforce

engagement

Better acquisition

and retention

rates, and higher

share of target

customers

Our customers will have

relatively better financial

wellbeing, more sustainable

practices and generate

higher average

lifetime value

Our customers

will have relatively better financial

wellbeing.

Our employees

will be more engaged and with better

tools to support customers.

Our shareholders

will be rewarded with stronger long-term

financial results (in terms of sustainable

economic profits).

Our community

will benefit from our financial contribution

(including taxes), practices and services,

contributing to positive economic

development.

13

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

About our business
Australia Retail

Provides a full range of banking services to Australian consumers. This includes Home Loans, Deposits,

Credit Cards and Personal Loans. Products and services are provided via the branch network, home loan

specialists, contact centres, a variety of self-service channels (digital and internet banking, website,

ATMs and phone banking) and third-party brokers.

Australia

Commercial

Provides a full range of banking products and financial services, including asset financing, across

the following customer segments: SME Banking (small business owners and medium commercial

customers), and Diversified & Specialist Businesses (large commercial customers, and high net worth

individuals and family groups).

Institutional

The Institutional division services global institutional and corporate customers, and governments

across Australia, New Zealand and International (including Papua New Guinea (PNG)) via the following

business units:



T

ransaction Banking provides customers with working capital and liquidity solutions including

documentary trade, supply chain financing, commodity financing as well as cash management

solutions, deposits, payments and clearing.

• Corporate Finance provides customers with loan products, loan syndication, specialised loan

structuring and execution, project and export finance, debt structuring and acquisition finance, and

sustainable finance solutions.


M

arkets provides customers with risk management services in foreign exchange, interest rates, credit,

commodities, and debt capital markets in addition to managing the Group’s interest rate exposure and

liquidity position.

New Zealand

The New Zealand division comprises the following business units:


P

ersonal provides a full range of banking and wealth management services to consumer and private

banking customers. We deliver our services via our internet and app-based digital solutions and a

network of branches, mortgage specialists, private bankers and contact centres.



B

usiness & Agri provides a full range of banking services through our digital, branch and contact

centre channels, and traditional relationship banking and sophisticated financial solutions through

dedicated managers. These cover privately owned small, medium and large enterprises, the

agricultural business segment, government and government-related entities.

Suncorp

On 31 July 2024, the Group acquired 100% of the shares in SBGH Limited, the immediate holding

company of Suncorp Bank. The transaction was undertaken to accelerate the growth of the Group’s

retail and commercial businesses while also improving the geographic balance of its business

in Australia.

The 2024 reported results include two months’ results for Suncorp Bank from the date of acquisition,

presented as Suncorp Bank division.

The Suncorp Bank division provides banking and related services to retail, commercial, small and

medium enterprises and agribusiness customers in Australia.

Pacific

The Pacific division provides products and services to retail and commercial customers (including

multi-nationals) and to governments located in the Pacific region, excluding PNG which forms part of

the Institutional division.

Group Centre

Provides support to the operating divisions, including technology, property, risk management, financial

management, treasury, strategy, marketing, human resources, corporate affairs, and shareholder

functions. It also includes minority investments in Asia and interests in the ANZ Non-Bank Group.

We operate across a diverse business structure

14ANZ 2024 Annual Report

Asia
China

Hong Kong

India

Indonesia

Japan

Laos

Malaysia

The Philippines

Singapore

South Korea

Taiwan

Thailand

Vietnam

Pacific

Cook Islands

Fiji

Kiribati

Papua New Guinea

Samoa

Solomon Islands

Timor–Leste

Tonga

Vanuatu

Europe

France

Germany

United Kingdom

Middle East

United Arab

Emirates (Dubai)

United States

of America

International

1. On a cash profit basis. Excludes non-core items included in statutory profit. It is provided to assist readers in understanding the result of the ongoing business activities of the Group.

For further information on adjustments between statutory and cash profit refer to page 35.

Our international presence and profit composition by geography

1

International

$1,082 million

Australia

$3,536 million

New Zealand

$2,107 million

Singapore is Australia’s largest

two-way trading partner and investor

in Southeast Asia. It is Australia’s fifth

largest trading partner ($52.9 billion in

recent years) and fifth largest source

of foreign direct investment ($148.6

billion in 2022). As we mark 50 years

in Singapore, it will not only underline

the country’s importance to our

strategy – but also as a crucial

investment and trading partner for

the whole country.

50 years in Singapore

Read the full story at bluenotes.anz.

com/posts/2024/may/anz-news-

shayne-elliott-singapore-champion

1515

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Our ESG reporting suite, which
includes our 2024 Climate-related

Financial Disclosures, is available at

anz.com/esgreport

Environmental sustainability remains

one of the highest priority issues

identified by our stakeholders, in

terms of both risks and opportunities.

Ethics, conduct and culture

was again raised in stakeholder

discussions this year. It includes

meeting expected standards

of behaviour.

Financial wellbeing continues to

be a key issue in light of current

economic conditions.

Information security, encompassing

cyber security and financial crime,

remains a top order issue, including

due to continuing customer losses

to scams.

Housing was also identified by many

of our stakeholders as of particular

importance, noting the challenges

associated with the cost of living and

housing affordability and availability

in Australia and New Zealand.

Responsible customer engagement

covering the need for ANZ, in

particular in challenging economic

conditions, to provide fair, accessible

and affordable products, as well as

customer support, including for those

in financial hardship.

Our materiality assessment this year also highlighted the ongoing importance of three other issues:

Our approach to ESG

What matters most to our stakeholders

Each year we conduct a materiality assessment where we engage with internal and

external stakeholders to identify and assess our most material ESG issues. The results

help inform our business practices – including Group Performance Framework – ESG

targets and the coverage given to key topics in our external reporting.

Detailed information on our approach to ESG governance and risk management, our

approach to the identification and prioritisation of our material ESG issues, and

performance against our ESG targets, can be found in our 2024 ESG Supplement. Our

2024 ESG Data and Frameworks Pack also provides a summary of our progress on key

ESG metrics, comparative performance data and how we have reported against

international ESG standards and frameworks during the year.

We’re continuing to bring our purpose to life through our focus on complex issues that are important

to society and our business strategy.

16ANZ 2024 Annual Report

Our five-year Climate and
Environment Strategy was

approved by the Board in October

2024. It sets out our objective to

be a trusted partner for our

customers, supporting them to

adapt and become more resilient,

to a changing environment and

economy. In particular, we aim to

be a leading bank in supporting an

effective and orderly transition for

our large business customers.

To achieve our Climate and Environment

Strategy we have established three core

ambitions:



B

uilding our capability to help

customers understand climate and

nature risks;


T

ransitioning our lending portfolio to

net zero financed emissions; and


S

upporting our customers’ transition

and resilience.

These ambitions will be supported by

each division having specific focus areas,

and prioritised divisional action plans that

we plan to implement commencing 2025.

In this year’s Climate-related Financial

Disclosures we set out how we have been

supporting our customers to date. This

lays the foundation for us to deliver on our

objective and support an effective and

orderly transition in coming years.

Our Climate Change Commitment

supports our ambition and will be

available at anz.com.au/climate-change

prior to our AGM.

Our 2024 Climate-related Financial

Disclosures, prepared in accordance

with the Task Force on Climate-related

Financial Disclosures recommendations

2021 (TCFD), is available at

anz.com/annualreport.

The report also contains important notices

about the uncertainties, challenges and

risks with climate-related statements that

may affect their usefulness, accuracy and

completeness. Those notices should be

taken into account when considering the

climate-related information in this report.

To be a trusted partner for our customers, supporting them to adapt and become more resilient,

to a changing environment and economy. In particular, we aim to be a leading bank in supporting

an effective and orderly transition for our large business customers

Objective

Financing a sustainable transition

Vision

Supporting household, business and financial practices that improve environmental sustainability

Purpose

Ambition

Building our capability

to help customers understand

climate and nature risks

Transitioning our lending

portfolio to net zero financed

emissions

Supporting our customers’

transition and resilience

Divisional

focus

areas

InstitutionalCommercialRetailNew Zealand

Being a leading bank in

supporting customers to

transition, and growing

our low-emissions and

nature related

opportunities

Delivering insights

and propositions to

support customers

to understand and

navigate the transition

Delivering targeted

education and

propositions to support

customers to adapt to

climate impacts

Supporting Aotearoa

New Zealand’s transition

to a low-emissions,

climate resilient

economy

Action

pillars

Understanding risks

and opportunities

Building capability

and capacity

Driving customer

engagement

and propositions

Collaborating with

stakeholders to support

an economy wide

transition

Core

enablers

Governance and ReportingData and SystemsPeople and Culture

Our approach to climate change

Climate and Environment Strategy

17

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Governance
Our strong governance framework provides

a solid structure for effective and responsible

decision-making within the organisation.

Information on the Group’s Board,

Board Committees, 2024 Board areas

of focus and governance framework

is contained in the 2024 Corporate

Governance Statement, available at

anz.com/corporategovernance

Column A Indicates the number of meetings the Director was eligible to attend as a member. Column B Indicates the number of meetings attended. With respect to Committee

meetings, the table above records attendance of Committee members. 1. The meetings of the Committee of the Board and Shares Committee as referred to in the table above include

those conducted by written resolution. 2. Ilana Atlas, AO and John Macfarlane ceased as Non-Executive Directors on 21 December 2023. 3. Richard Gibb commenced as a

Non-Executive Director on 15 February 2024. 4. RT Hon Sir John Key, GNZM AC ceased as a Non-Executive Director on 14 March 2024. 5. Scott St John commenced as a Non-

Executive Director on 25 March 2024.

Directors’ meetings

The number of Board and Board Committee meetings held during the year and each Director’s attendance at those meetings

are set out below:

Board

Risk

Committee

Audit

Committee

People &

Culture

Committee

Ethics,

Environment,

Social and

Governance

Committee

Digital

Business

and

Technology

Committee

Special

Committee

of the Board

Committee

of the

Board

1

Nomination

and Board

Operations

Shares

Committee

1

ABABABABABABABABABAB

Paul O’Sullivan

13138877665555112233

Ilana Atlas, AO

2

552222112

2

Shayne Elliott1313111

1

Richard Gibb

3

776655331121

Jane Halton, AO

PSM

131366555522

RT Hon Sir John Key,

GNZM AC

4

77322222

Holly Kramer

131365444422

John Macfarlane

2

55222211

Christine O’Reilly

131388776622

Jeff Smith131388665522

Scott St John

5

6644222222

18ANZ 2024 Annual Report

Directors’ qualifications, experience
and special responsibilities

As at the date of this report,

the Board comprises seven

Non-Executive Directors and

one Executive Director, the Chief

Executive Officer. The names of

the current Directors, together

with details of their qualifications,

experience and special

responsibilities are set out below.

Richard Gibb joined the Board on

15 February 2024 as a Non-Executive

Director and Scott St John joined the

Board on 25 March 2024 – Richard and

Scott will stand for election as a Director at

the Group’s AGM on 19 December 2024.

Ilana Atlas, AO and John Macfarlane each

ceased as a Director on 21 December

2023, both having served on the Board

since 2014. RT Hon Sir John Key, GNZM

AC ceased as a Director on 14 March

2024 having served on the Board since

2018. Each Director is also a member

of the Board of ANZBGL.

Each current Director became a

Director on 20 December 2022 (with the

exception of Holly Kramer, Richard Gibb

and Scott St John who joined the Board

after this date). Given ANZBGL was the

listed head entity of the Group until

January 2023, information is included

below on the date each Director became

a member of the Board of the listed head

entity of the Group.

Audit

Committee

Ethics, Environment,

Social and Governance

Committee

Risk

Committee

Digital Business

and Technology

Committee

Nomination and

Board Operations

Committee

People

& Culture

Committee

19

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Qualifications
BA (Mod) Economics, Advanced

Management Program of Harvard

Responsibilities

Chairman since October 2020

and a Non-Executive Director since

November 2019.

Paul is an ex-officio member of all Board

Committees and Chair of the Nomination

and Board Operations Committee.

Career

Paul has experience in the

telecommunications and oil and gas

sectors, both in Australia and overseas.

He has held senior executive roles with

Singapore Telecommunications (Singtel)

and was previously the CEO of Optus. He

has also held management roles with the

Colonial Group and the Royal Dutch Shell

Group in Canada, the Middle East,

Australia and United Kingdom.

Relevant other directorships

Chairman: Singtel Optus Pty Limited (from

2014, Director from 2004) and Western

Sydney Airport Corporation (from 2017).

Deputy Chairman: St Vincent’s Health

Australia (from 2024, Director from 2019).

Relevant former directorships held

in last three years include

Former Director: Coca-Cola Amatil

(2017–2021) and Indara Digital

Infrastructure (formerly Australian

Tower Network Pty Ltd) (2021–2023).

Qualifications

BCom

Responsibilities

Chief Executive Officer and Executive

Director since 1 January 2016.

Career

Shayne has over 30 years’ experience in

banking in Australia and overseas, in all

aspects of the industry. Shayne joined

the Group as CEO Institutional in June

2009, and was appointed Chief Financial

Officer in 2012.

Prior to joining the Group, Shayne held

senior executive roles at EFG Hermes, the

largest investment bank in the Middle East,

which included Chief Operating Officer.

He started his career with Citibank New

Zealand and worked with Citibank/

Citigroup for 20 years, holding various

senior positions across the UK, USA,

Egypt, Australia and Hong Kong.

Shayne is a Director of the Financial

Markets Foundation for Children and

a member of the Australian Banking

Association, the Business Council of

Australia and the Australian Customs

Advisory Board.

Relevant other directorships

Director: ANZ Bank New Zealand Limited

(from 2009), Norfina Limited (Suncorp

Bank) (from 2024), the Financial Markets

Foundation for Children (from 2016) and

the Sydney Marae Alliance (from 2023).

Member: Business Council of Australia

(from 2016), the Australian Banking

Association (from 2016, Chairman

2017–2019) and the Australian Customs

Advisory Board (from 2020).

Paul O’Sullivan

Chairman, Independent

Non-Executive Director

Age 64 years

Residence Sydney, Australia

ChairMember

Shayne Elliott

Chief Executive Officer and

Executive Director

Age 60 years

Residence Melbourne, Australia

20ANZ 2024 Annual Report

Qualifications
BA (Hons) Psychology, FIPAA, Hon.

FAAHMS, Hon. FACHSE, Hon. DLitt, FAIM,

FAICD, FAIIA

Responsibilities

Non-Executive Director since October

2016. Jane is Chair of the Ethics,

Environment, Social and Governance

Committee and is a member of the People

& Culture Committee, Digital Business and

Technology Committee and Nomination

and Board Operations Committee.

Career

Jane’s 33-year career in the public service

includes the positions of Secretary of

the Australian Department of Finance,

Secretary of the Australian Department

of Health, Secretary for the Department

of Health and Ageing, and Executive

Co-ordinator (Deputy Secretary) of the

Department of the Prime Minister and

Cabinet. She brings to the Board extensive

experience in finance, insurance, risk

management, information technology,

human resources, health and ageing and

public policy. She also has significant

international experience.

Jane has contributed extensively to

community health through local and

international organisations including the

World Health Organisation and as co-chair

of the COVAX coordination mechanism.

Relevant other directorships

Chairman: Norfina Limited (Suncorp Bank)

(from 2024), Executive Board of the

Institute of Health Metrics and Evaluation

at the University of Washington (from

2024, Member from 2007) and Coalition

for Epidemic Preparedness Innovations

(Norway) (from 2018, Member from 2016).

Director: Clayton Utz (from 2017).

Honorary Professor: Australian National

University Research School of Psychology.

Adjunct Professor: University of Sydney

and University of Canberra.

Relevant former directorships held

in last three years include

Former Chairman: Vault Systems

(2017–2022) and Council on the Ageing

Australia (2017–2024).

Former Director: Crown Resorts Limited

(2018–2022) and Naval Group Australia

Pty Ltd (2021–2022).

Former Member: National COVID-19

Commission Advisory Board (2020–2021).

Former Council Member: Australian

Strategic Policy Institute (2016–2023).

Qualifications

Mcom, BEc

Responsibilities

Non-Executive Director since February

2024. Richard is Chair of the Risk

Committee and a member of the Audit

Committee, Digital Business and

Technology Committee and Nomination

and Board Operations Committee.

Career

Richard has had a long and distinguished

career in the financial services industry

working for several major global banks.

Richard’s most recent role was Chief

Executive of Credit Suisse Australia from

2019 to 2024. Prior to that he held business

leadership roles at Deutsche Bank in New

York, London and Hong Kong.

Previously he worked at Merrill Lynch for

over a decade advising financial institution

and financial sponsor clients.

Relevant other directorships

N/A

Relevant former directorships held

in last three years include

Former Director: Credit Suisse (Australia)

Limited (2019–2024).

Jane Halton, AO PSM

Independent Non-Executive Director

Age 64 years

Residence Canberra, Australia

ChairMember

Richard Gibb

Independent Non-Executive Director

Age 57 years

Residence Sydney, Australia

ChairMember

21

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Qualifications
BBus

Responsibilities

Non-Executive Director since November

2021. Christine is Chair of the Audit

Committee and a member of the Risk

Committee, People & Culture Committee

and Nomination and Board Operations

Committee.

Career

Christine is a highly experienced non-

executive director, having served on the

board of a number of Australia’s leading

companies. She has also held executive

roles in the infrastructure and financial

services industries. This includes as CEO

of GasNet Australia and Co-Head of

Unlisted Infrastructure Investments at

Colonial First State Global Asset

Management and follows an early career

including investment banking and audit

experience at Price Waterhouse.

Relevant other directorships

Chairman: Australia Pacific Airports

Corporation (from 2024).

Director: Norfina Limited (Suncorp Bank)

(from 2024), BHP Group Limited (from

2020) and Infrastructure Victoria

(from 2023).

Relevant former directorships held

in last three years include

Former Director: Medibank Private Limited

(2014–2021), The Baker Heart & Diabetes

Institute (2013–2023) and Stockland

(2018–2024).

Qualifications

BA (Hons), MBA

Responsibilities

Non-Executive Director since August

2023. Holly is Chair of the People &

Culture Committee and a member of

the Ethics, Environment, Social and

Governance Committee, Risk Committee

and Nomination and Board Operations

Committee.

Career

Holly has extensive experience as a board

director, having served on a wide range of

major listed and unlisted boards in

Australia and New Zealand and having

chaired remuneration, sustainability and

audit and risk committees. In her executive

career, Holly was Chief Executive Officer of

retailer Best & Less and served in a range

of senior customer facing roles at Telstra,

Ford and Pacific Brands.

Holly brings a strong focus on people,

customers and culture, as well as

extensive experience in retail and

digital channels.

Relevant other directorships

Chairman: Susan McKinnon Foundation

Advisory Board (from 2024).

President: Federal Remuneration Tribunal

(from 2024).

Director: Woolworths Group Limited

(from 2016) and Fonterra Co-operative

Group Limited (from 2020).

Member: Board Advisory Group,

Bain & Company (from 2021).

Senior Advisor: Pollination (from 2023).

Relevant former directorships held

in last three years include

Former Chairman: Lendi Group

(2020–2021).

Former Director: Abacus Group Holdings

(2018–2022) and Endeavour Group

Limited (2021–2023).

Former Pro Chancellor: Western Sydney

University (2018–2024).

Holly Kramer

Independent Non-Executive Director

Age 60 years

Residence Sydney, Australia

ChairMember

Christine O’Reilly

Independent Non-Executive Director

Age 63 years

Residence Melbourne, Australia

ChairMember

22ANZ 2024 Annual Report

Qualifications
BCom

Responsibilities

Non-Executive Director since March 2024.

Scott is a member of the Audit Committee,

Risk Committee, Ethics, Environment,

Social and Governance Committee and

Nomination and Board Operations

Committee.

Career

Scott has deep business experience,

particularly in financial markets.

Scott is a former long-term CEO of First

NZ Capital (now Jarden), and is the Chair

of Mercury NZ Limited and serves on the

Board of the NEXT Foundation. He was

Chancellor of the University of Auckland

from 2017 to June 2021, having also been

a member of the University Council from

2009. Scott was also a member of the

Capital Markets Development Taskforce,

the Financial Markets Authority

Establishment Board and the Security

Industry Association, which he chaired.

Relevant other directorships

Chairman: ANZ Bank New Zealand

Limited (from 2024, Director from 2021)

and Mercury NZ Limited (from 2024,

Director from 2017).

Director: the NEXT Foundation

(from 2017).

Relevant former directorships held

in last three years include

Former Chairman: Fisher & Paykel

Healthcare Corporation Limited (2020–

2024, Director from 2015).

Former Director: Fonterra Co-operative

Group Limited (2016–2024).

Qualifications

BA

pp

S

c

, MBA

Responsibilities

Non-Executive Director since August

2022. Jeff is Chair of the Digital Business

and Technology Committee and a

member of the Risk Committee, People &

Culture Committee and Nomination and

Board Operations Committee.

Career

Jeff is an experienced global business and

technology executive, with over 30 years

corporate experience which includes senior

executive roles in a number of companies

including Telstra, Honeywell and Toyota.

Jeff was previously Chief Information

Officer at IBM Corporation where he

was globally responsible for IT strategy,

resources, systems and infrastructure

and also led the company’s Agile

transformation.

Jeff was also CEO of Suncorp Business

Services and Suncorp Chief Information

Officer, and Chief Operating Officer of

World Fuel Services Corporation.

Jeff also served on the Australian Fulbright

Commission awarding Australian post-

graduate scholarships to US universities.

He was previously a member of ANZ’s

International Technology and Digital

Business Advisory Panel until 2019.

Relevant other directorships

Director: ANZ Group Services Pty Ltd

(from 2022), Sonrai Security Inc (from

2021) and Pexa Australia Limited

(from 2023).

Advisor: Zoom Video Communications,

Inc (from 2018), Box, Inc. (from 2018) and

World Fuel Services (from 2023).

Jeff Smith

Independent Non-Executive Director

Age 62 years

Residence USA

ChairMember

Scott St John

Independent Non-Executive Director

Age 60 years

Residence New Zealand

Member

23

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Ken Adams
Position

Group General Counsel

Qualifications

BA, LLB, LLM

Simon Pordage

Position

Company Secretary

Qualifications

LLB (Hons), FGIA, FCG (CS, CGP)

Ken joined the Group as Group General

Counsel in August 2019, having assisted

the Group with major legal issues for over

10 years. Previously, Ken was a Partner of

Freehills and later Herbert Smith Freehills

for 21 years, and for six years was a

member of the Herbert Smith Freehills

Global Board. Ken is one of Australia’s

leading commercial lawyers with

significant experience in class actions and

other complex legal issues. He holds a

Master of Laws from the University of

Melbourne and is a co-author of Class

Actions in Australia.

Simon joined the Group in May 2016.

He is a Chartered Secretary and Chartered

Governance Practitioner and has extensive

company secretarial and corporate

governance experience. From 2009 to

2016 he was Company Secretary for

Australian Foundation Investment

Company Limited and a number of other

listed investment companies. Other former

roles include being Deputy Company

Secretary for the Group and Head of

Board Support for Barclays PLC in the

United Kingdom.

He is a formal brand ambassador for,

and is a former National President and

Chairman of, Governance Institute of

Australia. He is also a member of the

Chartered Governance Institute’s Global

Thought Leadership Committee. Simon is

committed to the promotion and practice

of good corporate governance, and

regularly presents on governance issues.

Company Secretaries

qualifications and experience

Currently there are two people appointed as Company

Secretaries of the Company. Details of their roles are

contained in the Corporate Governance Statement.

Their qualifications and experience are as follows.

24ANZ 2024 Annual Report

Executive Committee
Gerard Florian

Group Executive Technology

& Group Services

Joined the Executive

Committee on

30 January 2017

Farhan Faruqui

Chief Financial Officer

(appointed CFO on

11 October 2021)

Joined the Executive

Committee on 1 February 2016

Mark Whelan

Group Executive Institutional

Joined the Executive

Committee on

20 October 2014

Antony Strong

Group Executive Strategy

& Transformation

Joined the Executive

Committee on

1 November 2022

Antonia Watson

Group Executive and CEO

New Zealand

Joined the Executive

Committee on

17 June 2019

Shayne Elliott

Chief Executive Officer

(appointed CEO on

1 January 2016)

Joined the Executive

Committee on 1 June 2009

Maile Carnegie

Group Executive

Australia Retail

Joined the Executive

Committee on

27 June 2016

Clare Morgan

Group Executive

Australia Commercial

Joined the Executive

Committee on

6 March 2023

Kevin Corbally

Group Chief Risk Officer

Joined the Executive

Committee on

19 March 2018

Elisa Clements

Group Executive Talent

& Culture

Joined the Executive

Committee on

9 October 2023

Full biography details can

be found on our website

at anz.com/exco

25

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Risk management
Constant changes and

uncertainties in the

macroeconomic environment,

climate change and evolving

geopolitical tensions continue to

pose challenges to our operating

conditions. We understand that

our customers are similarly

affected by these as well as

additional challenges such as

experiencing increasing fraud

and scams activities. We

continue to strengthen our risk

management framework and

practices to meet such

challenges.

External environment

The Group’s financial performance is

closely linked to the political, economic

and financial conditions in the countries

and regions in which ANZ, its customers

and its counterparties carry on business.

The current external environment is

shaped by significant global events

particularly geopolitical conditions and

climate change that impact economic

stability, regulatory environments and

financial markets.



G

eopolitical risk: Elections, conflicts,

and increasing US – China competition

have dominated the geopolitical

environment this year. Conflict in the

Middle East and Europe continue to

impact regional security and supply

chains and have increased market

volatility. Meanwhile, economic security

policymaking has accelerated as large

economies vie for influence, resources,

and industrial expansion. These

dynamics are reshaping trade and

investment flows, yet the swift

adaptation of these flows underscores

the resilience of the international

system. ANZ established a Geopolitical

Risk function in 2021, which provides

quarterly updates to key risk

committees, works with country teams

to monitor and manage regional risks,

and this year expanded to provide more

analysis and advice to management on

fast-moving developments.



C

limate risk: In November 2023, the

Board Risk Committee approved climate

risk as a material risk within ANZ’s risk

management framework. Climate risk is

also considered to be a driver of other

risks within our risk management

framework. Work is progressing to

integrate and embed climate risk into

the Group’s risk management

framework through existing policies,

processes and governance frameworks.

It is anticipated that this will be a

multi-year journey, recognising the

complexities and challenges that arise

from an evolving regulatory landscape,

limitations on the availability of and

access to reliable and consistent data,

and the need to uplift systems, tools,

and capability across the Group. For

details on our approach to managing

climate risk and actions we are taking

as part of our Net-Zero Banking Alliance

commitment, refer to our 2024

Climate-related Financial Disclosures

available at anz.com/annualreport.

Our Climate Change Commitment is

available at anz.com/esgreport.



T

echnology Disruption and Change:

ANZ serves a diverse customer base,

including retail, small business,

corporates, multinational institutions,

and other financial institutions. We tailor

our digital channels and products to

meet their varying needs. Our payments

services process payments in

29 markets and annually we serve more

than 10 million customers, facilitating

over seven billion payments and capital

flows. The pace of change continues

to accelerate driven by the dynamic

regulatory landscape, increased

technology disruption from both

traditional and non-traditional

competitors and industry-driven

changes (such as decommission in

legacy clearing streams (BECS &

Cheques); Confirmation of Payee, faster

payment adoption through Asia–Pacific,

ISO20022). This level of change and

disruption necessitates ongoing

vigilance regarding our enhanced

operational resilience, innovation and

compliance capabilities. We are

continually adapting our processes and

systems to meet these evolving

requirements, ensuring that we remain

agile and responsive to the evolving

regulatory, competitive, customer and

technological demands.

26ANZ 2024 Annual Report

In addition, economic instability including
elevated interest rates, inflationary

pressures and higher cost of living

continue to increase financial stress for

some customers. While households and

businesses have been largely resilient to

date, the Board and management

continually monitor these developing

conditions to set appropriate risk criteria

for a range of potential scenarios. We will

continue to carefully manage our capital

and risk appetite settings so we can

continue to support our customers.

Suncorp Bank integration

On 1st August 2024, we welcomed

~3000 Suncorp Bank employees and 1.2

million customers into the ANZ Group. We

believe this acquisition will bring significant

public benefits and create a stronger,

more competitive bank that will better

serve our customers. Suncorp Bank has

a comprehensive risk management

framework and policies that operate

effectively. Through the establishment of

the Suncorp Bank Board, and in line with

commitments made, Suncorp Bank has its

own dedicated Management and Board

Risk Committees. Work is in progress to

ensure a smooth transition of risk

management frameworks and policies,

and effective integration into the ANZ risk

management operating model.

Non-financial risk

During the year APRA required ANZ to

hold an additional operational risk capital

overlay of $250 million (total $750 million)

from 30th September 2024. This increase

was a result of APRA viewing ANZ as

having made insufficient progress in

addressing weaknesses in non-financial

risk management. These concerns were

heightened following a number of recent

issues relating to our Markets business.

While there has been a lot of work already

completed in uplifting our approach to

non-financial risk management, there is

still more to do, and ANZ remains

committed to getting that work done as

soon as possible. This includes the

adoption of a consistent, simplified,

bank-wide methodology and framework,

from a technology, reporting, and culture

perspective.

Financial crime

We maintain a financial crime risk

management program that anticipates

and navigates criminal threats. The

Financial Crime portfolio continues to be

responsible for ensuring that ANZ meets

its regulatory obligations through its

Anti-Fraud Policy, Anti-Money Laundering/

Counter Terrorism Finance and Sanction

Programs for delivering detection,

investigative and intelligence capability

focused on identifying, mitigating, and

managing financial crime risk to help

protect the community. We also maintain

our partnership with the Australian

Transaction Report and Analysis Centre

(AUSTRAC)-led Fintel Alliance to increase

the resilience of the financial sector to

prevent exploitation by criminals, and

support investigations into serious crime

and national security.

Scams

ANZ continues to invest significantly as

part of its fight to help protect customers

and the community from scams and other

financial crimes. In 2024, ANZ has

prevented more than $140 million of

customer funds going to cybercriminals

and total ANZ customer scam losses

decreased compared to the previous year.

This is partly due to increased friction we

have put in place to slow down the

payment process for high-risk payments.

We also rely on our enhanced Falcon

technology to detect more suspicious

transactions.

Our latest measures for ANZ Classic

customers include the introduction of a

dedicated team of specialists who handle

calls about fraud and scams, a new Scam

Scoring model that uses AI to boost our

scam detection, and a Mule Detection

model to detect mule accounts and restrict

the movement of scam proceeds. We also

increased personalised warning messages

on Internet Banking when a transaction or

activity is considered high risk. For ANZ Plus

customers, we introduced a suite of scam

safe features including screen share

protection from scammers, location-based

security, risky-app detection, crypto limits

and active call status to detect coaching

from scammers.

We delivered various education initiatives

to improve scam confidence and service

capability for our bankers and customers.

This included for example, new and

enhanced content on ANZ’s security hub

on anz.com, messages and alerts in ANZ’s

digital channels, and the creation of new

mandated security content for frontline

employees to support customer

engagement on security.

We also added a new scams education

module to ANZ’s flagship financial

education program, MoneyMinded, which

equips community professionals with

resources to support their clients identify

and protect themselves from scams.

Emerging risks

ANZ manages and monitors risks in

accordance with our Risk Management

Framework (RMF). In addition to our material

risks – see below – two emerging risks that

we are paying particular attention to are:

Nature: We consider that our most material

nature risks can arise from lending to

customers that have material impacts and/

or dependencies on nature. These risks

can also arise from legal and regulatory

changes, which may impact ANZ directly or

indirectly through our customers. Failure to

manage these risks may lead to financial

and non-financial risks to ANZ.

We acknowledge the need to protect and

restore nature and mitigate biodiversity loss

including as a result of species extinction or

decline, ecosystem degradation and nature

loss. We are seeking to understand the

impacts and dependencies nature can

have on our customers, including how

customers are managing and mitigating

material risks and impacts.

For details on our approach to managing

nature risk refer to our 2024 Climate–

related Financial Disclosures available at

anz.com/annualreport. Our Climate

Change Commitment is available at

anz.com/esgreport.

Artificial Intelligence (AI): At ANZ, we

recognise the opportunity of using AI to

help shape a better world where

communities thrive. AI has the potential to

drive significant innovation and efficiency

in our operations, leading to enhanced

customer experiences and business

growth. With this opportunity comes the

need to act responsibly to mitigate the

potential risks associated with use of AI.

ANZ is adapting our governance and risk

management frameworks to ensure that

AI is adopted safely, in pace with evolving

regulatory standards and the expectations

of our customers.

27

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Risk culture
Risk culture is an important component

of our organisational culture and

underpins the shared values, behaviours

and practices that influence how risk is

considered in decision making.

ANZ remains committed to strengthening

risk culture, supporting the Group to

meet the evolving expectations of our

customers, the community and

regulators. Having achieved the target

state in 2023, the enterprise’s risk culture

has not met expectations of continuous

improvement in 2024. Notwithstanding

the strength in managing the Group’s

financial risks across credit, market,

capital, and liquidity, regulatory concerns

around our Markets business and

non-financial risk management are

earnestly under review, ensuring learnings

are captured to support improvement of

risk management behaviours and

practices where appropriate.

Risk culture is actively monitored

and driven across the Group through

completion of risk culture plans,

enterprise-wide awareness activities and

the continued focus on delivery of the

Group wide non-financial risk framework.

Risk culture is embedded in annual

performance and remuneration, and

recognition programs such as Risk

Role Models (see section 6 of the

Remuneration Report).

Our Risk Management

Framework (RMF)

The Board is ultimately responsible for

establishing and overseeing the ANZ

Group’s RMF which is supported by the

Group’s underlying systems, structures,

policies, procedures, processes and

people. The Board has delegated authority

to the Board Risk Committee (BRC) to

develop and monitor compliance with

the Group’s risk management policies.

The Committee reports regularly to the

Board on its activities. The key pillars of

our Group RMF include:



T

he Risk Management Strategy (RMS)

which is a critical element of the Group’s

RMF. The RMS includes: how the risk

function is structured to support the

Group’s purpose and strategy, and the

execution of the Group Chief Risk

Officer’s prescribed responsibilities as

an Accountable Person under the

Financial Accountability Regime; the

values, attitudes and behaviours that

support risk decision-making in

delivering on strategic priorities and a

Board approved target risk culture; a

description of each material risk; and an

overview of how the RMS addresses

each material risk, with reference to the

relevant policies, standards and

procedures. It also includes information

on how the Group identifies, measures,

evaluates, monitors, reports and

controls or mitigates the material risks

and the oversight mechanism and/or

committees in place.



T

he Risk Appetite Statement (RAS),

conveys, for each material risk, the

maximum level of risk the Group is

willing to accept in pursuing its strategic

objectives and its operating plans

considering its shareholders’,

depositors’ and customers’ interests.


Risk Principles support the RMF and

outline the behaviours and practices

that are expected to be applied to

guide risk management and help to

instil an appropriate risk culture across

the Group.

The Group operates under the Three

Lines-of-Defence Model. Each line of

defence has clearly defined roles,

responsibilities and escalation paths to

support effective risk management at

ANZ. The three lines of defence model

embeds a culture where risk is

everyone’s responsibility.

The business and enablement functions

form the first lines-of-defence and are

responsible for the implementation and

ongoing maintenance of the RMF

including day-to-day ownership of

risks and controls.

The Risk function forms the second line

of defence, providing independent

oversight of the Group’s risk profile and

RMF, including effective challenge to

activities and decisions that materially

affect the Group’s risk profile and working

with the first line, in developing and

maintaining the RMF.

Internal Audit is the third line of defence,

providing independent evaluation

and objective assurance on the

appropriateness, effectiveness and

adequacy of the Group’s RMF.

The governance and oversight of risk

management, while embedded in

day-to-day activities, is also the focus of

committees and regular forums across

the bank (see diagram next page). The

committees and forums discuss and

monitor known and emerging risks, review

management plans and monitor progress

to address known issues.

28ANZ 2024 Annual Report

Executive Committee
ANZ’s most senior executives meet

regularly to discuss performance

and review shared initiatives.

Enterprise

Accountability

Group

Group Performance Execution Committee

ANZ’s key Management Committee charged with

oversight of the Group’s overall operational performance

and position and execution of the operating plan.

Principal Board


Committees

Group

Division

Country

Credit Ratings

System Oversight

Committee

Capital and

Stress Testing

Oversight

Committee

Financial Crime OREC

Sub-Committee

Regional or

Country Risk

Management

Committees

Country Assets

and Liability

Committees

Credit and

Market Risk

Committee

Group Asset

and Liability

Committee

Operational

Risk Executive

Committee

(OREC)

Ethics and

Responsible

Business

Committee

Investment

Committee

Group

Executive

People

Committee

Divisional/

Functional

Accountability

Groups

Divisional

Initiatives Review

Committees/

Project Advisory

Councils

Divisional Risk Management

Committees

Audit

Committee

Ethics,

Environment,

Social and

Governance

Committee

Risk

Committee

Digital Business

and Technology

Committee

Nomination and

Board Operations

Committee

People

and Culture

Committee

Board of Directors

Key Management Committees

29

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

The material risks facing the Group per the Group’s RMS, and how these risks are managed, are summarised below.
Risk typeDescriptionManaging the risk

Capital

Adequacy

Risk

The risk of loss arising from the Group failing

to maintain the level of capital required by

prudential regulators and other key stakeholders

(shareholders, debt investors, depositors, rating

agencies, etc.) to support the Group’s

consolidated operations and risk appetite.

We pursue an active approach to Capital

Management, which is designed to protect the

interests of depositors, creditors and shareholders

through ongoing review, and Board approval, of

the level and composition of our capital base

against key policy objectives.

Credit Risk

The risk of financial loss resulting from:


A c

ounterparty failing to fulfil its obligations; or


A decrease in credit quality of a counterparty

resulting in a loss.

Our Credit Risk framework is top down, being

defined by credit principles, policies and

requirements. Credit policies, requirements and

procedures cover all aspects of the credit life

cycle from initial approval and risk grading,

through to ongoing management and problem

debt management.

Liquidity and

Funding Risk

The risk that the Group is unable to meet its

payment obligations as they fall due, including:

• Repaying depositors or maturing wholesale

debt; or

• The Group having insufficient capacity to

fund increases in assets.

The Group recognises the inherent liquidity

and funding risk in the balance sheet and has

established a set of key principles, to mitigate

and control liquidity and funding risk.

Our framework is top down, being defined by

liquidity principles and policies. A liquidity limit

framework is in place with liquidity limits set based

on a liquidity stress testing framework.

Market Risk

The risk stems from our trading and balance

sheet activities and is the risk to the Group’s

earnings arising from:



C

hanges in interest rates, foreign exchange

rates, credit spreads, volatility, correlations; or


F

luctuations in bond, commodity or equity

prices.

We have a detailed market risk management and

control framework which includes incorporating an

independent risk measurement approach to

quantify the magnitude of market risk within the

trading and balance sheet portfolios. This

approach identifies the range of possible

outcomes, that can be expected over a given

period of time, and establishes the likelihood of

those outcomes and allocates an appropriate

amount of capital to support these activities.

Strategic Risk

Strategic Risk is defined as the risk that

internal or external factors prevent the Group

from achieving the key strategic goals that are

core to its operations through introduced risk

due to strategy changes, failure to execute the

strategy effectively, or a failure to adapt the

strategy in response to changing

environments and requirements.

Strategic risk may arise from factors such as

changes in the environmental context, failure

to meet strategic targets, and the introduction

of new or heightened risks resulting from

strategic adjustments.

Strategic risks are discussed and managed by the

Executive Committee (ExCo) through the Group

strategic planning process. Additionally, we

monitor delivery risk associated with High Impact

change initiatives and undertake risk assessments

prior to execution of our strategic changes.

Material risks

30ANZ 2024 Annual Report

Risk typeDescriptionManaging the risk
Climate Risk

Climate risk includes:

• Physical risk – arising from both longer-term

changes in climate (chronic risk) as well as

changes to the frequency and magnitude

of extreme weather events (acute risk).

Examples of chronic physical risk drivers

include rising sea levels, rising average

temperatures and ocean acidification.

Examples of acute physical risk drivers

include heatwaves, floods, bushfires

and cyclones;



T

ransition risk – arising from the transition to

a lower emission economy, including changes

in domestic and international policy and

regulatory settings, technological innovation,

social adaptation and market changes; or



L

iability risk – in the form of potential litigation

or regulatory action that may arise as a

consequence of a failure to adequately

consider or respond to the impacts of climate

change (including physical and transition

risks). This includes for example, the risk of

greenwashing, which may arise where an

entity is alleged to have misrepresented its

climate-related risks, business credentials

or strategies.

Following the elevation of climate risk to a material

risk in November 2023, work is progressing to

integrate and embed climate risk into the Group’s

risk management framework through existing

policies, processes and governance frameworks.

While climate risk can be a driver of credit risk

through lending to our customers, it may also

result in other financial risks, e.g. market risk

Climate risks can also be a driver of non-financial

risks including conduct risk, regulatory risk and

operational resilience risk.

Climate-related financial and non-financial risks

are managed through the risk management

strategies associated with these risks.

In 2024, we identified insurability risk as an

emerging risk to the Group and are seeking to

further understand the potential risks and impacts

to our customers.

Non-Financial

Risk

Non-Financial Risk (NFR) is the risk of loss and/

or non-compliance (including failure to act in

accordance with laws, regulations, industry

standards and codes, and internal policies)

resulting from inadequate or failed internal

processes, people, system and/or data, or

from external events. The Group manages NFR

in accordance with the industry-wide

Operational Risk Exchange (ORX) taxonomy,

of 16 ‘Risk Themes’, noting some of these

present a higher inherent risk to the Group

such as Conduct, Data, Financial Crime,

Information Security (including Cyber),

Regulatory and Technology.

The Group’s strategy for evolving NFR

management provides a planned and proactive

approach to improving the Group’s NFR

management. The NFR strategy is being

operationalised through the NFR Framework,

which has been designed to enable the Group to

holistically, consistently and effectively identify,

assess, remediate, monitor and report on NFR.

For further information about the principal risks and uncertainties that the ANZBGL

Group faces, refer to Principal Risks and Uncertainties section contained within the

‘2024 United Kingdom Disclosure and Transparency Rules Submission’ available at

anz.com/shareholder/centre/reporting/regulatory-disclosure/

31

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Five year summary – Financial
Our Performance (continued)

46

Five year summary - Financial


2024 2023

6

2022 2021 2020


$m $m $m $m $m

Financial performance - cash

1


Net interest income 16,069 16,574 14,874 14,161 14,049

Other operating income 4,740 4,331 3,673 3,286 3,703

Operating expenses (10,741) (10,139) (9,579) (9,051) (9,383)

Profit before credit impairment and income tax 10,068 10,766 8,968 8,396 8,369

Credit impairment (charge)/release (406) (245) 232 567 (2,738)

Income tax expense (2,902) (3,080) (2,684) (2,764) (1,872)

Non-controlling interests (35) (28) (1) (1) (1)

Cash profit from continuing operations

1,2

6,725 7,413 6,515 6,198 3,758

Cash profit/(loss) from discontinued operations

1,2

- - (19) (17) (98)

Cash profit

1

6,725 7,413 6,496 6,181 3,660

Adjustments to arrive at statutory profit

1

(190) (307) 623 (19) (83)

Profit attributable to shareholders of the Company 6,535 7,106 7,119 6,162 3,577

Financial position

Gross loans and advances 807,057 710,590 675,989 633,764 622,074

Assets 1,229,115 1,105,643 1,085,729 978,857 1,042,286

Customer Deposits 715,211 647,119 620,429 593,582 552,363

Net assets 70,628 70,017 66,401 63,676 61,297

CET1 12.2% 13.3% 12.3% 12.3% 11.3%

CET1 – Basel Harmonised

3

17.6% 19.7% 19.2% 18.3% 16.7%

Return on average ordinary equity (statutory)

4

9.4% 10.5% 11.4% 9.9% 5.9%

Cost to income ratio (cash)

1

51.6% 48.5% 52.0% 52.2% 53.8%

Shareholder value – ordinary shares

Total return to shareholder 27.0% 20.0% -14.0% 70.7% -36.9%

Market capitalisation 90,800 77,116 68,170 79,483 48,839

Dividend (cents) 166 175 146 142 60

Franked portion – interim 65% 100% 100% 100% 100%

– final 70% 56% 100% 100% 100%

Share price – high (dollars) $31.94 $26.08 $28.98 $29.64 $28.67

– low (dollars) $23.90 $22.39 $20.95 $16.97 $14.10

– closing (dollars) $30.48 $25.66 $22.80 $28.15 $17.22

Share information

(per fully paid ordinary share)

Earnings per share (cents) (statutory) 217.9 237.1 250.0 215.3 125.3

Dividend payout ratio (statutory) 76.0% 74.0% 59.3% 65.3% 47.6%

Net tangible assets per ordinary share

5

$21.60 $21.77 $20.75 $21.09 $20.04

No. of fully paid ordinary shares issued (millions) 2,979 3,005 2,990 2,824 2,840

Dividend reinvestment plan (DRP) issue price

– interim $28.37 $23.55 $25.52 $27.91 $18.06

– final - $24.34 $24.51 $27.68 $22.19

Other information

No. of employees (full time equivalents) 42,370 40,342 39,381 40,221 38,579

No. of shareholders 500,169 530,601 541,788 534,166 553,171

11.. Cash profit excludes non-core items included in statutory profit and is provided to assist readers in understanding the result of the ongoing business activities of the Group. Cash profit is not

audited; however, the external auditor has informed the Audit Committee that the adjustments have been determined on a consistent basis across each period presented. 2

2.. The Group

completed the divestments of ADG, OnePath P&I and life insurance businesses across 2020 and 2019. The financial results of the divested businesses were treated as discontinued until final

completion in 2022. 3

3.. 2024 and 2023 Basel Harmonised methodology aligns with the Australia Banking Association Basel 3.1 Capital Comparison Study (March 2023). For years prior to 2023,

Internationally Comparable Methodology aligns with APRA’s information paper entitled ‘International Capital Comparison Study’ (13 July 2015). 4

4.. Average ordinary equity excludes non-controlling

interests. 5

5.. Equals shareholders’ equity less total non-controlling interests, goodwill and other intangible assets, divided by the number of ordinary shares. 66.. On 1 October 2023, the Group

adopted AASB 17 Insurance Contracts and restated 2023 comparative information. Refer to Note 1 About our financial statements for further details.

32ANZ 2024 Annual Report

Page intentionally left blank
33

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Performance overview
Our Performance (continued)

32

Group performance


The results of the Group’s operations and financial position are set out on pages 34-47. Pages 8-15 outline the Group’s strategy and

prospects. Discussion of our approach to risk management, including a summary of our key material risks, is outlined on pages 26-31.

Discussion or disclosure of further business strategies and prospects for future financial years has not been included in this report because,

in the opinion of the directors, it would be likely to result in unreasonable prejudice to the Group.

Group profit results


2024 2023

1



Statutory Cash Statutory Cash

Income Statement $m $m $m $m

Net interest income 16,069 16,069 16,574 16,574

Other operating income 4,478 4,740 3,897 4,331

Operating income 20,547 20,809 20,471 20,905

Operating expenses (10,741) (10,741) (10,139) (10,139)

Profit before credit impairment and income tax 9,806 10,068 10,332 10,766

Credit impairment (charge)/release (406) (406) (245) (245)

Profit before income tax 9,400 9,662 10,087 10,521

Income tax expense (2,830) (2,902) (2,953) (3,080)

Non-controlling interests (35) (35) (28) (28)

Profit attributable to shareholders of the Company 6,535 6,725 7,106 7,413

1.

On 1 October 2023, the Group adopted AASB 17 Insurance Contracts and restated 2023 comparative information. Refer to Note 1 About our financial statements for further details.

Statutory profit attributable to shareholders of the Company for the year decreased $571 million on the prior year to $6,535 million. Statutory

return on equity is 9.4% and statutory earnings per share is 217.9 cents, a decrease of 8% on prior year.

The Group uses cash profit, a non-IFRS measure, to assess the performance of its business activities. It is an industry-wide measure which

enables comparison with our peer group. We calculate cash profit by adjusting statutory profit for non-core items. In general, it represents the

financial performance of our core business activities. We use cash profit internally to set targets and incentivise our Senior Executives and leaders

through our remuneration plans. Refer to page 35 for adjustments between statutory and cash profit. The adjustments made in arriving at cash

profit are included in statutory profit which is subject to audit within the context of the external auditor’s audit of the 2024 Financial Report. Cash

profit is not subject to audit by the external auditor. Our external auditor has informed the Audit Committee that adjustments between statutory

and cash profit have been determined on a consistent basis across each of the periods presented.

Suncorp Bank acquisition

On 31 July 2024, the Group acquired 100% of the shares in SBGH Limited, the immediate holding company of Suncorp Bank. Suncorp Bank

provides banking and related services to retail, commercial, small and medium enterprises and agribusiness customers in Australia.The transaction

was undertaken to accelerate the growth of the Group’s retail and commercial businesses while also improving the geographic balance of its

business in Australia. The 2024 reported results include 2 months results for Suncorp Bank from the date of acquisition, presented as Suncorp

Bank division.

The Group is currently completing the purchase price allocation exercise to identify, measure and recognise the acquired tangible and intangible

assets and assumed liabilities at their acquisition date fair values. As at 30 September 2024, all values have been recognised on a provisional

basis pending completion of this exercise. The provisional goodwill balance of $1,402 million will be remeasured to take into account any

adjustments from this exercise.

For further information on the assets acquired and liabilities assumed, refer to Note 36 Suncorp Bank acquisition in the Financial Report.

Suncorp Bank acquisition related adjustments

Suncorp Bank’s divisional results for 2024 includes the following acquisition related adjustments recognised by the Group post transaction

completion, with an after tax charge of $196 million:

 Collectively assessed credit impairment charge of $244 million ($171 million after tax) for Suncorp Bank’s performing loans and advances. In

accordance with Australian Accounting Standards requirements, the Group consolidated Suncorp Bank’s loans and advances on 31 July 2024,

however the Group was not permitted to recognise an allowance for ECL on the performing loans and advances, leading to a proportional

reduction in acquisition-related goodwill that would otherwise have been recognised. Subsequently, the Group was required to recognise a

collectively assessed allowance for ECL estimated using the Group’s ECL methodologies, with a corresponding charge recognised in the

Group’s Income Statement.

 Accelerated software amortisation expense of $36 million ($25 million after tax) on alignment to the Group’s software capitalisation policy.


34ANZ 2024 Annual Report

Our Performance (continued)

33

Group performance

Key measures of our financial performance are set out below.

Adjustments between statutory profit and cash profit ($m)


Adjustments between continuing operations statutory profit and cash profit are summarised below:


Adjustment Comment for the adjustment

Economic hedges

2024: $264 million loss

2023: $217 million loss


Revenue and expense

hedges


2024: $74 million gain

2023: $90 million loss


The Group enters into economic hedges to manage its interest rate and foreign exchange risk which, in accordance

with accounting standards, result in fair value gains and losses being recognised within the Income Statement. We

remove the fair value adjustments from cash profit since the profit or loss resulting from the hedge transactions will

reverse over time to match with the profit or loss from the economically hedged item as part of cash profit. This

includes gains and losses arising from derivatives not designated in accounting hedge relationships but which are

considered to be economic hedges, including hedges of foreign currency debt issuances and foreign exchange

denominated revenue and expense streams, primarily NZD and USD (and USD correlated), as well as ineffectiveness

from designated accounting hedges.

In the 2024 financial year, losses on economic hedges relate to funding-related swaps, principally from narrowing

USD/EUR currency basis spreads and the weakening of the USD against the AUD. Further losses were driven by the

impact of falling AUD and NZD yield curves on net pay fixed economic hedge positions.

The gain on revenue and expense hedges was mainly due to the appreciation of AUD against the USD and NZD.


1.57

1.70

2024

2023

Net interest margin –

cash (%)

2020

Operating expenses to

operating income -cash (%)

Credit impairment charge

/(release) –cash ($m)

Cash profit

($m)

Return on equity –

cash (%)

Earnings per share –

cash (cents)

Common equity

tier 1(%)

Dividend per share

(cents)

51.6

48.5

2024

2023

406

245

2024

2023

6,725

7,413

2024

2023

12.2

13.3

2024

2023

9.7

11.0

2024

2023

166

175

2024

2023

224.3

247.3

2024

2023

264

2024 Statutory profit

attributable to shareholders

of the Company

Economic

hedges

Revenue and

expense hedges

2024 Cash profit

attributable to shareholders

of the Company

6,535

(74)

6,725

35Performance overview34ANZ 2024 Annual Report

Performance overview
Our Performance (continued)

32

Group performance


The results of the Group’s operations and financial position are set out on pages 34-47. Pages 8-15 outline the Group’s strategy and

prospects. Discussion of our approach to risk management, including a summary of our key material risks, is outlined on pages 26-31.

Discussion or disclosure of further business strategies and prospects for future financial years has not been included in this report because,

in the opinion of the directors, it would be likely to result in unreasonable prejudice to the Group.

Group profit results


2024 2023

1



Statutory

Cash Statutory Cash

Income Statement $m $m $m $m

Net interest income 16,069 16,069 16,574 16,574

Other operating income 4,478 4,740 3,897 4,331

Operating income 20,547 20,809 20,471 20,905

Operating expenses (10,741) (10,741) (10,139) (10,139)

Profit before credit impairment and income tax 9,806 10,068 10,332 10,766

Credit impairment (charge)/release (406) (406) (245) (245)

Profit before income tax 9,400 9,662 10,087 10,521

Income tax expense (2,830) (2,902) (2,953) (3,080)

Non-controlling interests (35) (35) (28) (28)

Profit attributable to shareholders of the Company 6,535 6,725 7,106 7,413

1.

On 1 October 2023, the Group adopted AASB 17 Insurance Contracts and restated 2023 comparative information. Refer to Note 1 About our financial statements for further details.

Statutory profit attributable to shareholders of the Company for the year decreased $571 million on the prior year to $6,535 million. Statutory

return on equity is 9.4% and statutory earnings per share is 217.9 cents, a decrease of 8% on prior year.

The Group uses cash profit, a non-IFRS measure, to assess the performance of its business activities. It is an industry-wide measure which

enables comparison with our peer group. We calculate cash profit by adjusting statutory profit for non-core items. In general, it represents the

financial performance of our core business activities. We use cash profit internally to set targets and incentivise our Senior Executives and leaders

through our remuneration plans. Refer to page 35 for adjustments between statutory and cash profit. The adjustments made in arriving at cash

profit are included in statutory profit which is subject to audit within the context of the external auditor’s audit of the 2024 Financial Report. Cash

profit is not subject to audit by the external auditor. Our external auditor has informed the Audit Committee that adjustments between statutory

and cash profit have been determined on a consistent basis across each of the periods presented.

Suncorp Bank acquisition

On 31 July 2024, the Group acquired 100% of the shares in SBGH Limited, the immediate holding company of Suncorp Bank. Suncorp Bank

provides banking and related services to retail, commercial, small and medium enterprises and agribusiness customers in Australia.The transaction

was undertaken to accelerate the growth of the Group’s retail and commercial businesses while also improving the geographic balance of its

business in Australia. The 2024 reported results include 2 months results for Suncorp Bank from the date of acquisition, presented as Suncorp

Bank division.

The Group is currently completing the purchase price allocation exercise to identify, measure and recognise the acquired tangible and intangible

assets and assumed liabilities at their acquisition date fair values. As at 30 September 2024, all values have been recognised on a provisional

basis pending completion of this exercise. The provisional goodwill balance of $1,402 million will be remeasured to take into account any

adjustments from this exercise.

For further information on the assets acquired and liabilities assumed, refer to Note 36 Suncorp Bank acquisition in the Financial Report.

Suncorp Bank acquisition related adjustments

Suncorp Bank’s divisional results for 2024 includes the following acquisition related adjustments recognised by the Group post transaction

completion, with an after tax charge of $196 million:

 Collectively assessed credit impairment charge of $244 million ($171 million after tax) for Suncorp Bank’s performing loans and advances. In

accordance with Australian Accounting Standards requirements, the Group consolidated Suncorp Bank’s loans and advances on 31 July 2024,

however the Group was not permitted to recognise an allowance for ECL on the performing loans and advances, leading to a proportional

reduction in acquisition-related goodwill that would otherwise have been recognised. Subsequently, the Group was required to recognise a

collectively assessed allowance for ECL estimated using the Group’s ECL methodologies, with a corresponding charge recognised in the

Group’s Income Statement.

 Accelerated software amortisation expense of $36 million ($25 million after tax) on alignment to the Group’s software capitalisation policy.


34ANZ 2024 Annual Report

Our Performance (continued)

33

Group performance

Key measures of our financial performance are set out below.

Adjustments between statutory profit and cash profit ($m)


Adjustments between continuing operations statutory profit and cash profit are summarised below:


Adjustment Comment for the adjustment

Economic hedges

2024: $264 million loss

2023: $217 million loss


Revenue and expense

hedges


2024: $74 million gain

2023: $90 million loss


The Group enters into economic hedges to manage its interest rate and foreign exchange risk which, in accordance

with accounting standards, result in fair value gains and losses being recognised within the Income Statement. We

remove the fair value adjustments from cash profit since the profit or loss resulting from the hedge transactions will

reverse over time to match with the profit or loss from the economically hedged item as part of cash profit. This

includes gains and losses arising from derivatives not designated in accounting hedge relationships but which are

considered to be economic hedges, including hedges of foreign currency debt issuances and foreign exchange

denominated revenue and expense streams, primarily NZD and USD (and USD correlated), as well as ineffectiveness

from designated accounting hedges.

In the 2024 financial year, losses on economic hedges relate to funding-related swaps, principally from narrowing

USD/EUR currency basis spreads and the weakening of the USD against the AUD. Further losses were driven by the

impact of falling AUD and NZD yield curves on net pay fixed economic hedge positions.

The gain on revenue and expense hedges was mainly due to the appreciation of AUD against the USD and NZD.


1.57

1.70

2024

2023

Net interest margin –

cash (%)

2020

Operating expenses to

operating income -cash (%)

Credit impairment charge

/(release) –cash ($m)

Cash profit

($m)

Return on equity –

cash (%)

Earnings per share –

cash (cents)

Common equity

tier 1(%)

Dividend per share

(cents)

51.6

48.5

2024

2023

406

245

2024

2023

6,725

7,413

2024

2023

12.2

13.3

2024

2023

9.7

11.0

2024

2023

166

175

2024

2023

224.3

247.3

2024

2023

264

2024 Statutory profit

attributable to shareholders

of the Company

Economic

hedges

Revenue and

expense hedges

2024 Cash profit

attributable to shareholders

of the Company

6,535

(74)

6,725

35Performance overview35

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Our Performance (continued)
34

Group cash profit performance

Cash profit ($m)



2024 2023


$m $m Movt

Net interest income 16,069 16,574 -3%

Other operating income 4,740 4,331 9%

Operating income 20,809 20,905 0%

Operating expenses (10,741) (10,139) 6%

Profit before credit impairment and income tax 10,068 10,766 -6%

Credit impairment (charge)/release (406) (245) 66%

Profit before income tax 9,662 10,521 -8%

Income tax expense (2,902) (3,080) -6%

Non-controlling interests (35) (28) 25%

Cash profit attributable to shareholders of the Company 6,725 7,413 -9%

Cash profit attributable to shareholders of the Company decreased $688 million (9%) compared with the 2023 financial year.

Net interest income decreased $505 million (3%) driven by a 13 bps decrease in net interest margin, partially offset by a $48.5 billion (5%)

increase in average interest earning assets. The decrease of 13 bps was driven by home loan pricing competition, markets activities impacted by

higher funding costs, primarily on commodity assets, where the related revenues are recognised as other operating income, and higher wholesale

funding issuance volume, partially offset by higher earnings on capital and replicating deposits. The increase in average interest earning assets

was driven by higher Markets activities, lending growth across the Australia Retail, Australia Commercial and New Zealand divisions, and the

acquisition of Suncorp Bank, partially offset by lower lending in the Institutional division.

Other operating income increased $409 million (9%) driven by an increase of $392 million in Markets other operating income from more

favourable trading conditions and higher transaction activity, and $75 million from unfavourable valuation adjustments and $43 million from a loss

of disposal of data centres in Australia, both in the prior year. This was partially offset by a $116 million decrease in share of associates’ profit.

Operating expenses increased $602 million (6%) driven by inflationary impacts, higher costs associated with strategic initiatives, the impact from

the acquisition of Suncorp Bank and restructuring costs. This was partially offset by productivity initiatives and the initial one-off levy under the

Compensation Scheme of Last Resort (CSLR) in 2023.

Credit impairment increased $161 million (66%) driven by a $110 million increase in collectively assessed credit impairment driven by $244

million from Suncorp Bank, partially offset by improvement in economic outlook, and a $51 million increase in individually assessed credit

impairment.

409

171

2023 Cash profit

attributable to

shareholders of the

Company

Net interest

income

Other

operating

income

Operating

expenses

Credit

impairment

Income tax

expense &

non-controlling

interests

2024 Cash profit

attributable to

shareholders of the

Company

7,413

(505)

(602)

(161)

6,725

36ANZ 2024 Annual Report

Our Performance (continued)

35

Analysis of cash profit performance


Net interest income

Group net interest margin (bps)




2024

2023


$m $m Movt

Net interest income

1

16,069 16,574 -3%

Net interest margin (%) - cash

1

1.57 1.70 -13 bps

Average interest earning assets 1,023,616 975,079 5%

Average deposits and other borrowings 858,841 824,809 4%

1.

Includes the major bank levy of -$389 million (2023: -$353 million).

Net interest income decreased $505 million (3%) driven by a 13 bps decrease in net interest margin, partially offset by a $48.5 billion (5%)

increase in average interest earning assets.

Net interest margin decreased 13 bps driven by home loan pricing competition, markets activities impacted by higher funding costs, primarily on

commodity assets, where the related revenues are recognised as other operating income, higher wholesale funding issuance volume, partially

offset by higher earnings on capital and replicating deposits.

Average interest earning assets increased $48.5 billion (5%) driven by higher Markets activities, lending growth across the Australia Retail,

Australia Commercial and New Zealand divisions, and the acquisition of Suncorp Bank, partially offset by lower lending in the Institutional division.

Average deposits and other borrowings increased $34.0 billion (4%) driven by higher term deposits, the acquisition of Suncorp Bank, and higher

commercial paper, partially offset by lower repurchase agreements.


5

2023 Cash

net interest

margin

Assets

pricing

Deposits

pricing and

wholesale funding

Assets and

funding mix

Capital and

replicating

portfolio

Suncorp

Bank impact

2024 Cash

net interest

margin subtotal

Markets activities2024 Cash

net interest

margin

170

(8)

(2)

0

0165

(8)

157

37Performance overview36ANZ 2024 Annual Report

Our Performance (continued)
35

Analysis of cash profit performance


Net interest income

Group net interest margin (bps)




2024 2023


$m $m Movt

Net interest income

1

16,069 16,574 -3%

Net interest margin (%) - cash

1

1.57 1.70 -13 bps

Average interest earning assets 1,023,616 975,079 5%

Average deposits and other borrowings 858,841 824,809 4%

1.

Includes the major bank levy of -$389 million (2023: -$353 million).

Net interest income decreased $505 million (3%) driven by a 13 bps decrease in net interest margin, partially offset by a $48.5 billion (5%)

increase in average interest earning assets.

Net interest margin decreased 13 bps driven by home loan pricing competition, markets activities impacted by higher funding costs, primarily on

commodity assets, where the related revenues are recognised as other operating income, higher wholesale funding issuance volume, partially

offset by higher earnings on capital and replicating deposits.

Average interest earning assets increased $48.5 billion (5%) driven by higher Markets activities, lending growth across the Australia Retail,

Australia Commercial and New Zealand divisions, and the acquisition of Suncorp Bank, partially offset by lower lending in the Institutional division.

Average deposits and other borrowings increased $34.0 billion (4%) driven by higher term deposits, the acquisition of Suncorp Bank, and higher

commercial paper, partially offset by lower repurchase agreements.


5

2023 Cash

net interest

margin

Assets

pricing

Deposits

pricing and

wholesale funding

Assets and

funding mix

Capital and

replicating

portfolio

Suncorp

Bank impact

2024 Cash

net interest

margin subtotal

Markets activities2024 Cash

net interest

margin

170

(8)

(2)

0

0165

(8)

157

37Performance overview37

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Our Performance (continued)
36

Other operating income

Other operating income ($m)



2024 2023


$m $m Movt

Net fee and commission income

1

1,875 1,862 1%

Markets other operating income 2,315 1,923 20%

Share of associates' profit/(loss) 105 221 -52%

Other

1

445 325 37%

Total cash other operating income

2

4,740 4,331 9%

1.

Excluding the Markets business unit.

2.

Suncorp Bank division contributed $6 million in 2024 for the 2 months ended post acquisition.

Net fee and commission income increased $13 million (1%) driven by higher transaction activity in the Institutional division and higher

Cashrewards revenue. This was partially offset by a decrease in non-lending fees in the Australia Commercial division, and lower cards revenue in

the Australia Retail division.

Markets other operating income increased $392 million (20%) driven by increases in Franchise Revenue across most product groups from more

favourable trading conditions and higher transaction activity, an increase in derivative valuation adjustments with gains from favourable credit and

funding spreads, partially offset by lower Balance Sheet revenues from the impact of fewer short-term interest rate increases than prior year.

Share of associates' profit decreased $116 million (52%) driven by loss of equity accounted earnings following the disposal of AMMB Holdings

Berhad (AmBank), and a decrease in the Group’s equity accounted share of profit from P.T. Bank Pan Indonesia (PT Panin) and Worldline Australia

Pty Ltd (Worldline).

Other income increased $120 million (37%) primarily driven by the net increase from non-recurring items in the prior year (including unfavourable

valuation adjustments, loss on disposal of data centres, impairment of investments held in ANZ Non-Bank Group, and favourable adjustment to

gain on sale relating to the completed UDC Finance divestment), and a release of excess provision following legal settlements. This was partially

offset by lower gains from recycling of foreign currency translation reserves from other comprehensive income to Income Statement on

dissolution of a number of international entities, and a loss on disposal of investment in AmBank.



13

392

120

2023 Cash

other

operating

income

Net fee and

commission

income

Markets

other

operating

income

Share of

associates’

profit/(loss)

Other2024 Cash

other

operating

income

4,331

(116)

4,740

1

1

38ANZ 2024 Annual Report

Our Performance (continued)

37

Operating expenses

Operating expenses ($m)





2024

2023

$m $m Movt

Personnel 6,178 5,762 7%

Premises 659 658 0%

Technology 1,915 1,700 13%

Restructuring 235 169 39%

Other 1,754 1,850 -5%

Total cash operating expenses

1

10,741 10,139 6%

Full time equivalent staff

2

42,370 40,342 5%

Average full time equivalent staff 40,624 39,885 2%

1.

Suncorp Bank contributed $188 million in 2024 for the 2 months post acquisition. Excluding Suncorp Bank division, total operating expense increased 4%.

2.

Includes 2,798 FTE from Suncorp Bank division. Excluding Suncorp Bank division, FTE decreased 2%.


Personnel expenses increased $416 million (7%) driven by inflationary impacts on wages including an increase in leave provisions, impact from

acquisition of Suncorp Bank and higher resourcing associated with strategic initiatives. This was partially offset by benefits from productivity

initiatives.

Technology expenses increased $215 million (13%) driven by higher software licence costs, inflationary impacts on vendor costs, and the impact

from acquisition of Suncorp Bank including accelerated amortisation expense on alignment to the Group’s software capitalisation policy. This was

partially offset by benefits from technology simplification.

Restructuring expenses increased $66 million (39%) driven by operational changes across the Group.

Other expenses decreased $96 million (5%) driven by the initial one-off CSLR levy in the September 2023 full year and benefits from productivity

initiatives. This was partially offset by the impact from acquisition of Suncorp Bank.

416

215

66

2023 Cash

operating

expenses

PersonnelPremisesTechnologyRestructuringOther2024 Cash

operating

expenses

10,139

1

(96)

10,741

39Performance overview

38ANZ 2024 Annual Report

Our Performance (continued)
37

Operating expenses

Operating expenses ($m)





2024 2023

$m $m Movt

Personnel 6,178 5,762 7%

Premises 659 658 0%

Technology 1,915 1,700 13%

Restructuring 235 169 39%

Other 1,754 1,850 -5%

Total cash operating expenses

1

10,741 10,139 6%

Full time equivalent staff

2

42,370 40,342 5%

Average full time equivalent staff 40,624 39,885 2%

1.

Suncorp Bank contributed $188 million in 2024 for the 2 months post acquisition. Excluding Suncorp Bank division, total operating expense increased 4%.

2.

Includes 2,798 FTE from Suncorp Bank division. Excluding Suncorp Bank division, FTE decreased 2%.


Personnel expenses increased $416 million (7%) driven by inflationary impacts on wages including an increase in leave provisions, impact from

acquisition of Suncorp Bank and higher resourcing associated with strategic initiatives. This was partially offset by benefits from productivity

initiatives.

Technology expenses increased $215 million (13%) driven by higher software licence costs, inflationary impacts on vendor costs, and the impact

from acquisition of Suncorp Bank including accelerated amortisation expense on alignment to the Group’s software capitalisation policy. This was

partially offset by benefits from technology simplification.

Restructuring expenses increased $66 million (39%) driven by operational changes across the Group.

Other expenses decreased $96 million (5%) driven by the initial one-off CSLR levy in the September 2023 full year and benefits from productivity

initiatives. This was partially offset by the impact from acquisition of Suncorp Bank.

416

215

66

2023 Cash

operating

expenses

PersonnelPremisesTechnologyRestructuringOther2024 Cash

operating

expenses

10,139

1

(96)

10,741

39Performance overview

39

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Our Performance (continued)
38

Credit impairment


2024 2023 Movt

Collectively assessed credit impairment charge/(release) ($m) 262 152 72%

Individually assessed credit impairment charge/(release) ($m) 144 93 55%

Credit impairment charge/(release) ($m) 406 245 66%

Gross impaired assets ($m) 1,693 1,521 11%

Credit risk weighted assets ($b) 361.2 349.0 3%

Total allowance for expected credit losses (ECL) ($m) 4,555 4,408 3%

Individually assessed allowance for ECL as % of gross impaired assets 18.2% 24.7%

Collectively assessed allowance for ECL as % of credit risk weighted assets 1.18% 1.16%

Collectively assessed credit impairment charge/(release) ($m)


The collectively assessed impairment charge of $262 million for 2024 was driven by acquisition accounting related adjustments for Suncorp

Bank, deterioration in credit risk profile across all divisions, and portfolio growth. This was partially offset by improvement in economic outlook and

a reduction in management temporary adjustments as anticipated risks are more represented in portfolio credit profiles. The collectively assessed

impairment charge of $152 million for 2023 was driven by deterioration in the economic outlook and credit risk. This was partially offset by

favourable changes in portfolio composition, particularly in the Institutional division.

Individually assessed credit impairment charge/(release) ($m)


The individually assessed credit impairment charge increased $51 million (55%) driven by increases in the Australia Commercial division from SME

Banking portfolio, the Australia Retail division from unsecured portfolio and the New Zealand division from the Business & Agri portfolio, partially

offset by a decrease in the Institutional division due to lower new impairment flows.

244

262

88

16

3

2023 Collectively

assessed credit

impairment charge

Australia

Retail

Australia

Commercial

InstitutionalNew ZealandSuncorp BankPacificGroup Centre2024 Collectively

assessed credit

impairment charge

152

(84)

(57)

(100)

93

144

20

30

16

4

2023 Individually

assessed credit

impairment charge

Australia

Retail

Australia

Commercial

InstitutionalNew ZealandSuncorp BankPacific

0

Group Centre2024 Individually

assessed credit

impairment charge

(18)

(1)

40ANZ 2024 Annual Report

Our Performance (continued)

39

Gross impaired assets by division ($m)


Gross impaired assets increased $172 million (11%) driven by an increase in the Australia Retail division due to restructured home loan facilities,

the acquisition of Suncorp Bank, an increase in the Australia Commercial due to deterioration in the SME Banking portfolio, and an increase in the

New Zealand division due to portfolio deterioration across all portfolios. This was partially offset by a decrease in the Institutional division due to the

upgrade of several single name exposures, and the Pacific division due to reduced restructured exposures.

Total allowance for expected credit losses ($m)


The increase in total allowance for expected credit losses was driven by a $215 million increase in the collectively assessed allowance for

expected credit losses, partially offset by a $68 million decrease in the individually assessed allowance for expected credit losses.

The increase in collectively assessed allowance for expected credit losses was driven by deterioration in credit risk profile across all divisions

($267 million), the additional allowance for ECL from Suncorp Bank ($248 million), and portfolio growth ($88 million). This was partially offset by

reduction in management temporary adjustments ($201 million), improvement in economic outlook ($136 million), and reduction from foreign

currency translation and other impacts ($51 million).

The decrease in individually assessed allowance for expected credit losses was driven by a decrease in the Institutional division due to lower new

impairment flows and continued write-backs.

350

43

36

66

2023 Gross

impaired assets

Australia

Retail

Australia

Commercial

InstitutionalNew ZealandSuncorp BankPacificGroup Centre2024 Gross

impaired assets

1,521

(278)

(45)

01,693

14

248

3

2023 Total

allowance

for expected

credit losses

Australia

Retail

Australia

Commercial

InstitutionalNew ZealandSuncorp BankPacificGroup Centre2024 Total

allowance

for expected

credit losses

4,408

(38)

(55)

(10)

(15)

4,555

41Performance overview40ANZ 2024 Annual Report

Our Performance (continued)
38

Credit impairment


2024

2023 Movt

Collectively assessed credit impairment charge/(release) ($m) 262 152 72%

Individually assessed credit impairment charge/(release) ($m) 144 93 55%

Credit impairment charge/(release) ($m) 406 245 66%

Gross impaired assets ($m) 1,693 1,521 11%

Credit risk weighted assets ($b) 361.2 349.0 3%

Total allowance for expected credit losses (ECL) ($m) 4,555 4,408 3%

Individually assessed allowance for ECL as % of gross impaired assets 18.2% 24.7%

Collectively assessed allowance for ECL as % of credit risk weighted assets 1.18% 1.16%

Collectively assessed credit impairment charge/(release) ($m)


The collectively assessed impairment charge of $262 million for 2024 was driven by acquisition accounting related adjustments for Suncorp

Bank, deterioration in credit risk profile across all divisions, and portfolio growth. This was partially offset by improvement in economic outlook and

a reduction in management temporary adjustments as anticipated risks are more represented in portfolio credit profiles. The collectively assessed

impairment charge of $152 million for 2023 was driven by deterioration in the economic outlook and credit risk. This was partially offset by

favourable changes in portfolio composition, particularly in the Institutional division.

Individually assessed credit impairment charge/(release) ($m)


The individually assessed credit impairment charge increased $51 million (55%) driven by increases in the Australia Commercial division from SME

Banking portfolio, the Australia Retail division from unsecured portfolio and the New Zealand division from the Business & Agri portfolio, partially

offset by a decrease in the Institutional division due to lower new impairment flows.

244

262

88

16

3

2023 Collectively

assessed credit

impairment charge

Australia

Retail

Australia

Commercial

InstitutionalNew ZealandSuncorp BankPacificGroup Centre2024 Collectively

assessed credit

impairment charge

152

(84)

(57)

(100)

93

144

20

30

16

4

2023 Individually

assessed credit

impairment charge

Australia

Retail

Australia

Commercial

InstitutionalNew ZealandSuncorp BankPacific

0

Group Centre2024 Individually

assessed credit

impairment charge

(18)

(1)

40ANZ 2024 Annual Report

Our Performance (continued)

39

Gross impaired assets by division ($m)


Gross impaired assets increased $172 million (11%) driven by an increase in the Australia Retail division due to restructured home loan facilities,

the acquisition of Suncorp Bank, an increase in the Australia Commercial due to deterioration in the SME Banking portfolio, and an increase in the

New Zealand division due to portfolio deterioration across all portfolios. This was partially offset by a decrease in the Institutional division due to the

upgrade of several single name exposures, and the Pacific division due to reduced restructured exposures.

Total allowance for expected credit losses ($m)


The increase in total allowance for expected credit losses was driven by a $215 million increase in the collectively assessed allowance for

expected credit losses, partially offset by a $68 million decrease in the individually assessed allowance for expected credit losses.

The increase in collectively assessed allowance for expected credit losses was driven by deterioration in credit risk profile across all divisions

($267 million), the additional allowance for ECL from Suncorp Bank ($248 million), and portfolio growth ($88 million). This was partially offset by

reduction in management temporary adjustments ($201 million), improvement in economic outlook ($136 million), and reduction from foreign

currency translation and other impacts ($51 million).

The decrease in individually assessed allowance for expected credit losses was driven by a decrease in the Institutional division due to lower new

impairment flows and continued write-backs.

350

43

36

66

2023 Gross

impaired assets

Australia

Retail

Australia

Commercial

InstitutionalNew ZealandSuncorp BankPacificGroup Centre2024 Gross

impaired assets

1,521

(278)

(45)

01,693

14

248

3

2023 Total

allowance

for expected

credit losses

Australia

Retail

Australia

Commercial

InstitutionalNew ZealandSuncorp BankPacificGroup Centre2024 Total

allowance

for expected

credit losses

4,408

(38)

(55)

(10)

(15)

4,555

41Performance overview41

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Our Performance (continued)
40

Divisional performance


Australia

Australia New Suncorp Group

2024 Retail Commercial Institutional Zealand Bank

2

Pacific Centre Group

Net interest margin

1

1.91% 2.59% 0.75% 2.57% 1.93% 3.88% n/a 1.57%

Operating expenses to operating income 59.7% 43.0% 41.7% 38.8% 73.2% 64.5% n/a 51.6%

Cash profit ($m) 1,607 1,342 2,858 1,536 (122) 60 (556) 6,725

Net loans and advances ($b) 332.5 65.0 210.5 123.5 70.9 1.7 (0.7) 803.4

Customer deposits ($b) 176.8 116.3 264.4 100.9 54.7 3.6 (1.5) 715.2

Number of FTE 10,832 3,294 6,272 6,756 2,798 985 11,433 42,370

Australia Australia New Suncorp Group

2023 Retail Commercial Institutional Zealand Bank Pacific Centre Group

Net interest margin

1

2.22% 2.70% 0.89% 2.64% - 3.91% n/a 1.70%

Operating expenses to operating income 54.3% 39.6% 40.5% 36.5% - 69.7% n/a 48.5%

Cash profit ($m) 1,938 1,440 2,949 1,546 - 71 (531) 7,413

Net loans and advances ($b) 312.2 61.6 210.2 121.8 - 1.7 (0.5) 707.0

Customer deposits ($b) 164.8 113.4 266.5 99.1 - 3.7 (0.3) 647.1

Number of FTE 11,313 3,514 6,366 6,766 - 1,013 11,370 40,342

1.

The net interest margin excluding Markets business unit was 2.35% (2023: 2.39%) for the Group and 2.38% (2023: 2.31%) for the Institutional division.

2.

Suncorp Bank 2024 Cash profit includes Suncorp Bank acquisition related adjustment charge after tax of $196 million.

42ANZ 2024 Annual Report

42ANZ 2024 Annual Report

Our Performance (continued)
41


Divisional performance


Australia Retail

Lending volumes increased driven by home loan growth. Net interest margin decreased driven by margin contraction from home loan

and deposit pricing competition, unfavourable deposit mix with a shift towards lower margin term deposits, and higher net funding

costs. This was partially offset by higher earnings on capital and replicating portfolio. Operating expenses increased driven by

inflationary impacts and incremental costs associated with strategic initiatives including ANZ Plus, partially offset by lower restructuring

expense, and benefits from productivity initiatives. Credit impairment charge decreased primarily driven by lower collectively assessed

credit impairment, partially offset by higher individually assessed credit impairment charge due to higher new impairment flows in the

unsecured portfolio.

Australia Commercial

Lending volumes increased driven by Diversified & Specialist Businesses, partially offset by lower lending in Central Functions and SME

Banking. Net interest margin decreased driven by unfavourable deposit mix with a shift towards lower margin term deposits, asset

margin contraction from pricing competition, and higher net funding costs. This was offset by favourable deposit margins and higher

earnings on capital and replicating portfolio. Other operating income decreased driven by a decrease in non-lending fees and a gain on

sale of Investment Lending business in the prior year. Operating expenses increased driven by higher restructuring expense and

inflationary impacts, partially offset by benefits from productivity initiatives. Credit impairment charge decreased driven by lower

collectively assessed credit impairment, partially offset by higher individually assessed credit impairment charge due to higher new

impairment flows in the SME Banking portfolio.


Institutional

Lending volumes increased driven by higher Markets balances, partially offset by lower core lending in Transaction Banking. Net interest

margin ex-Markets increased driven by higher earnings on capital. Other operating income increased driven by higher Markets

revenues in the customer franchise business lines. Operating expenses increased driven by inflationary impacts and higher restructuring

expense, partially offset by benefits from productivity initiatives. Credit impairment release decreased driven by higher collectively

assessed credit impairment, partially offset by higher individually assessed credit impairment release due to lower new impairment flows.


New Zealand

Lending volumes increased driven by home loan growth, partially offset by contraction in business lending. Net interest margin

decreased driven by unfavourable deposit margin, unfavourable deposit mix with a shift towards lower margin term deposits. This was

partially offset by lower net funding costs and higher earnings on capital. Other operating income decreased driven by a gain on

disposal of data centres in New Zealand in the prior year. Operating expenses increased driven by inflationary pressure, higher

restructuring expense and seasonal factors, partially offset by benefits from productivity initiatives. Credit impairment charge decreased

driven by lower collectively assessed credit impairment flows, partially offset by higher individually assessed credit impairment due to

higher new impairments mainly in the Business & Agri portfolio.

Suncorp Bank

2024 results include 2 months results from the date of acquisition. This includes acquisition related adjustments of $196 million loss

after tax comprising a collectively assessed credit impairment charge of $244 million ($171 million after tax) for Suncorp Bank’s

performing loans and advances, and an accelerated software amortisation expense of $36 million ($25 million after tax) on alignment to

the Group’s software capitalisation policy.

Pacific

Cash profit decreased driven by lower credit impairment release, partially offset by lower expenses and higher other operating income.


Group Centre

Cash loss increased primarily driven by lower equity accounted earnings and a loss on sale following the disposal of AmBank, partially

offset by increases driven by a number of non-recurring items in the prior year, including unfavourable valuation adjustment from

investments measured at fair value through profit or loss in the prior year, and a loss on disposal of data centres in Australia.


43Performance overview43

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Our Performance (continued)
42

Economic profit

Economic profit is a risk adjusted profit measure used to evaluate business unit performance. This is used for internal management purposes and

is not subject to audit by the external auditor.

At a business unit level, capital is allocated based on regulatory capital such that higher risk businesses attract higher levels of capital. This method

is designed to help drive appropriate risk management and ensure business returns align with the level of risk. Key risks covered include credit risk,

operational risk, market risk and other risks.

Economic profit is calculated via a series of adjustments to cash profit:



The economic credit cost adjustment replaces the accounting expected credit loss charge with internal expected loss based on the average

long-run loss rate per annum on the portfolio over an economic cycle.



The benefit of imputation credits is recognised, estimated based on 70% of Australian tax.



The cost of capital is a major component of economic profit. At an ANZ Group level, this is calculated using average ordinary shareholders’

equity (excluding non-controlling interests), multiplied by the cost of capital rate (currently at 9.75%).

Economic profit decreased from $1,307 million to $471 million. The $836 million decrease was driven by $688 million lower cash profit,

$202 million higher cost of capital from higher levels of capital (with the cost of capital rate of 9.75% unchanged), and $30 million lower

imputation credits, partially offset by $84 million favourable economic credit cost adjustment.

44ANZ 2024 Annual Report44ANZ 2024 Annual Report

Our Performance (continued)
43

Financial position of the Group

Condensed balance sheet


As at


2024 2023


$b $b Movt

Assets

Cash / Settlement balances owed to ANZ / Collateral paid 166.6 186.1 -10%

Trading assets and investment securities 186.3 134.4 39%

Derivative financial instruments 54.4 60.4 -10%

Net loans and advances 803.4 707.0 14%

Other 18.4 17.7 4%

Total assets 1,229.1 1,105.6 11%


Liabilities

Settlement balances owed by ANZ / Collateral received 22.8 29.7 -23%

Deposits and other borrowings 903.6 814.7 11%

Derivative financial instruments 55.3 57.5 -4%

Debt issuances 156.4 116.0 35%

Other 20.4 17.7 15%

Total liabilities 1,158.5 1,035.6 12%

Total equity 70.6 70.0 1%


Cash / Settlement balances owed to ANZ / Collateral paid decreased $19.5 billion (10%) driven by decreases in balances with central banks,

and settlement balances owed to ANZ, and the impact of foreign currency translation. This was partially offset by increases in reverse repurchase

agreements and overnight interbank deposits.

Trading assets and investment securities increased $51.9 billion (39%) driven by an increase in government and semi-government bonds, and

treasury bills, and the acquisition of Suncorp Bank ($11.6 billion), partially offset by the impact of foreign currency translation.

Net loans and advances increased $96.4 billion (14%) driven by the acquisition of Suncorp Bank ($70.9 billion), increases in the Australia Retail

($20.3 billion) and New Zealand ($3.2 billion) divisions due to home loan growth, and higher lending volumes in the Institutional ($5.2 billion) and

Australia Commercial ($3.5 billion) divisions, partially offset by the impact of foreign currency translation.

Settlement balances owed by ANZ / Collateral received decreased $6.9 billion (23%) driven by decreases in collateral received and cash clearing

accounts.

Deposits and other borrowings increased $88.9 billion (11%) driven by the acquisition of Suncorp Bank ($62.3 billion), higher customer deposits

in the Australia Retail ($12.0 billion), Institutional ($7.2 billion), New Zealand ($3.1 billion) and Australia Commercial ($2.9 billion) divisions, increases

in commercial paper ($14.5 billion), and deposits from banks and repurchase agreements ($8.8 billion), partially offset by the impact of foreign

currency translation.

Debt issuances increased $40.4 billion (35%) driven by the issue of new senior and subordinated debt, including ANZ Capital Notes 9, partially

offset by the redemption of ANZ Capital Notes 4, and the acquisition of Suncorp Bank ($16.6 billion).

Total equity increased $0.6 billion (1%) with increases in retained earnings partially offset by $0.9 billion reduction in ordinary share capital

following the commencement of a $2 billion on-market share buy-back on 3 July 2024.



45Performance overview45

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Our Performance (continued)
44

Liquidity


Average

ANZBGL Group

2024 2023

Total liquid assets ($b)

1

273.9 268.3

Liquidity Coverage Ratio (LCR)

1

133% 130%

1.

Full year average, calculated as prescribed per APRA Prudential Regulatory Standard (APS 210 Liquidity) and consistent with APS 330 requirements.

The Group operates under a non-operating holding company structure whereby:

 ANZBGL’s liquidity risk management framework remains unchanged and continues to operate its own liquidity and funding program,

governance frameworks and reporting regime reflecting its Authorised Deposit-taking Institution (ADI) operations;

 ANZGHL (parent entity) has no material liquidity risk given the structure and nature of the balance sheet; and

 ANZ Non-Bank Group is not expected to have separate funding arrangements and will rely on ANZGHL for funding.

Furthermore, a separate liquidity policy has been established for ANZGHL and ANZBGL Group to reflect the differing nature of liquidity risk inherent

in each business model. The Group will ensure that the parent entity and ANZ Non-Bank Group holds sufficient cash reserves to meet operating

and financing requirements.

ANZBGL Group holds a portfolio of high quality unencumbered liquid assets in order to protect the ANZBGL Group’s liquidity position in a severely

stressed environment, as well as to meet regulatory requirements. High Quality Liquid Assets comprise three categories, with the definitions

consistent with Basel 3 LCR:

 Highest-quality liquid assets (HQLA1): Cash, highest credit quality government, central bank or public sector securities eligible for repurchase

with central banks to provide same-day liquidity.

 High-quality liquid assets (HQLA 2): High credit quality government, central bank or public sector securities, high quality corporate debt

securities and high quality covered bonds eligible for repurchase with central banks to provide same-day liquidity.

 Alternative liquid assets (ALA): Eligible securities listed by the RBNZ.

ANZBGL Group monitors and manages the size and composition of its liquid assets portfolio on an ongoing basis in line with regulatory

requirements and the risk appetite set by the ANZBGL Board.

The LCR remained above the regulatory minimum of 100% throughout this period.

Funding



2024 2023

ANZ Bank Group

$b $b

Customer liabilities (funding) 729.5 659.1

Wholesale funding 376.6 316.8

Shareholders’ equity 68.8 69.1

Total funding

1

1,174.9 1,045.0

Net Stable Funding Ratio 116% 116%

1.

Includes $79.1 billion of funding from the acquisition of Suncorp Bank.

The Group targets a diversified funding base, avoiding undue concentrations by investor type, maturity, market source and currency.

Net Stable Funding Ratio remained above the regulatory minimum of 100% throughout this period.

During 2024, the ANZBGL Group issued $41.6 billion of term wholesale funding (including $3.7 billion of pre-funding for the September 2025 full

year, $1.4 billion of Suncorp Bank issuance and $0.8 billion of perpetual subordinated notes issued by ANZ Holdings (New Zealand) Limited). In

addition, $1.7 billion of APRA compliant Additional Tier 1 capital and $0.3 billion of RBNZ compliant additional tier 1 capital was issued.


46ANZ 2024 Annual Report46ANZ 2024 Annual Report

Our Performance (continued)
45

Capital management


2024 2023 Movt

Common Equity Tier 1 (Level 2)

- APRA Basel III 12.2% 13.3%

Credit risk weighted assets ($b) 361.2 349.0 3%

Total risk weighted assets ($b) 446.6 433.3 3%

APRA Leverage Ratio 4.7% 5.4%

The Group’s capital management framework includes managing capital at Level 1, Level 2 and ANZGHL Group.

The Group’s framework includes managing to Board approved risk appetite settings and maintaining all regulatory requirements. APRA

requirements at Level 1 and Level 2 include ANZ operating at or above APRA’s expectation for Domestic Systematically Important Banks (D-SIBs).

APRA’s authority for ANZGHL to be a non-operating holding company (NOHC) of an ADI includes five conditions for ANZ’s capital management

framework. All five conditions were satisfied at 30 September 2024.

ANZ Bank Group

APRA, under the authority of the Banking Act 1959, sets minimum regulatory requirements for banks including what is acceptable as regulatory

capital and provides methods of measuring the risks incurred by ANZ Bank Group.

The ANZ Bank Group’s Common Equity Tier 1 ratio was 12.2% based on APRA Basel III standards, exceeding APRA’s minimum requirements. It

decreased 114 bps driven by the impact of dividends paid during the year, acquisition of Suncorp Bank, the transfer of capital from ANZBGL to

ANZGHL to fund $2 billion share buy-back, and underlying RWA movement. This was partially offset by cash earnings, proceeds from disposal of

investment in AmBank and mortgage RWA modelling initiatives.

At 30 September 2024, ANZ Bank Group’s leverage ratio was 4.7% which is above the 3.5% minimum for internal ratings-based approach ADI,

including ANZ.

Dividends

Our financial performance allowed us to propose that a final dividend of 83 cents be paid on each eligible fully paid ANZ ordinary share, partially

franked at 70% for Australian taxation purposes, bringing the total dividend for the 2024 financial year to 166 cents per share. This represents a

dividend payout ratio of 73.9% of cash profit.

The final dividend will be paid on 20 December 2024 to owners of ordinary shares at the close of business on 14 November 2024 (record date),

and carries New Zealand imputation credits of NZD 12 cents per ordinary share.

ANZ has a Dividend Reinvestment Plan (DRP) and a Bonus Option Plan (BOP) that will operate in respect of the proposed 2024 final dividend. For

the 2024 final dividend, ANZ intends to provide shares under the DRP through an on-market purchase and BOP through the issue of new shares.

Further details on dividends provided for or paid during the year ended 30 September 2024 are set out in Note 6 Dividends in the Financial

Report.

Shareholders Returns



224.3

247.3

2024

2023

Earnings per share –

cash (cents)

Dividend per share

(cents)

Total shareholder

return (%)

Dividend payout

ratio -cash (%)

166.0

175.0

2024

2023

27.0

20.0

2024

2023

73.9

70.9

2024

2023

47Performance overview47

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Remuneration Report
Remuneration report

Holly Kramer

Chair – People & Culture

Committee

2024 Remuneration

Report – audited

Dear Shareholder,

Following a record performance in 2023,

the ANZ team has delivered another year

of strong financial results, along with

significant progress on our strategic

agenda, including completion of the

acquisition of Suncorp Bank and

significant growth in customers joining

our ANZ Plus platform. For shareholders,

we have delivered 27% Total Shareholder

Return (TSR) in financial year 2024, and

we also announced an on market share

buy-back in May 2024.

Two years ago, the Board revised the

executive remuneration structure to

ensure compliance with CPS 511

Remuneration and to ensure that the

Board had levers within the framework to

take into account business and leadership

performance, as well as the management

of financial and non-financial risk. This

year, the Board applied these levers with

respect to 2024 remuneration outcomes,

including as a result of a series of issues

stemming from our Markets business, and

an additional $250m capital overlay

imposed by APRA due to Non-Financial

Risk (NFR) matters. (Note: these issues are

outlined in the ‘Chairman’s message’ of the

Annual Report, and in this report we have

referenced the specific instances where

consequences have been considered and

applied, with an overall summary outlined

in Section 6).

Notwithstanding these issues, the

Board considers that the business has

performed well in 2024, and financial

Contents

1. Who is covered by

this report 50

2. Remuneration at

a glance 51

3. Historical information 52

4. Executive performance

and remuneration

framework overview 54

5. Executive remuneration

outcomes 61

6. Accountability and

Consequence Framework 71

7. Non-Executive

Director (NED)

remuneration 74

8. Remuneration

governance 76

9. Other remuneration

information 78

risks have been well managed.

Therefore, the challenge has been to

balance the reward for good overall

performance, with the need to apply

consequences fairly and appropriately to

reflect the impact of these recent events

on ANZ’s reputation, and customer,

shareholder and regulator confidence.

2024 remuneration outcomes

Short Term Variable Remuneration

(STVR) – Awarded

The ANZ Group Scorecard performance

is a key component informing STVR

outcomes for the Chief Executive Officer

(CEO) and Disclosed Executives, as well as

the majority of ANZ Group employees. The

2024 Group Scorecard performance was

assessed at 99% of target. However, with

the application of the Risk Modifier, the

overall scorecard performance reduced

to 90%/Below Target.

In order to improve clarity and alignment

to the ANZ Group Scorecard, the Board

determined that for 2024, the CEO’s STVR

would be based on 100% of the ANZ

Group Scorecard results, with allowance

for a CEO Leadership Modifier adjustment

focused on the CEO’s leadership of key

strategic priorities and risk management

(Section 5.1.2).

In the Board’s assessment, the CEO

Shayne Elliott, has continued to

demonstrate good leadership of the

Group and we have therefore assessed

him as on target for the CEO Leadership

Modifier component of his assessment.

Specifically, his leadership of key strategic

objectives has positioned ANZ well for the

future, and he is consistently a role model

of ANZ’s values and behaviours. Given,

however, that the CEO has ultimate

accountability for the broader Group’s

performance, the CEO needs to bear

appropriate accountability for the impact

of the Markets and NFR matters. As a

result, the Board applied its discretion

and assessed the CEO’s performance

as Below Target, and determined the

appropriate 2024 STVR outcome was

65% of target opportunity (52% of

maximum opportunity).

For Disclosed Executives, the Board

approved 2024 STVR outcomes which

range from 50% to 88% of target (average

ANZ 2024 Annual Report48

48ANZ 2024 Annual Report

Remuneration report
Holly Kramer

Chair – People & Culture

Committee

2024 Remuneration

Report – audited

Dear Shareholder,

Following a record performance in 2023,

the ANZ team has delivered another year

of strong financial results, along with

significant progress on our strategic

agenda, including completion of the

acquisition of Suncorp Bank and

significant growth in customers joining

our ANZ Plus platform. For shareholders,

we have delivered 27% Total Shareholder

Return (TSR) in financial year 2024, and

we also announced an on market share

buy-back in May 2024.

Two years ago, the Board revised the

executive remuneration structure to

ensure compliance with CPS 511

Remuneration and to ensure that the

Board had levers within the framework to

take into account business and leadership

performance, as well as the management

of financial and non-financial risk. This

year, the Board applied these levers with

respect to 2024 remuneration outcomes,

including as a result of a series of issues

stemming from our Markets business, and

an additional $250m capital overlay

imposed by APRA due to Non-Financial

Risk (NFR) matters. (Note: these issues are

outlined in the ‘Chairman’s message’ of the

Annual Report, and in this report we have

referenced the specific instances where

consequences have been considered and

applied, with an overall summary outlined

in Section 6).

Notwithstanding these issues, the

Board considers that the business has

performed well in 2024, and financial

Contents

1. Who is covered by

this report 50

2. Remuneration at

a glance 51

3. Historical information 52

4. Executive performance

and remuneration

framework overview 54

5. Executive remuneration

outcomes 61

6. Accountability and

Consequence Framework 71

7. Non-Executive

Director (NED)

remuneration 74

8. Remuneration

governance 76

9. Other remuneration

information 78

risks have been well managed.

Therefore, the challenge has been to

balance the reward for good overall

performance, with the need to apply

consequences fairly and appropriately to

reflect the impact of these recent events

on ANZ’s reputation, and customer,

shareholder and regulator confidence.

2024 remuneration outcomes

Short Term Variable Remuneration

(STVR) – Awarded

The ANZ Group Scorecard performance

is a key component informing STVR

outcomes for the Chief Executive Officer

(CEO) and Disclosed Executives, as well as

the majority of ANZ Group employees. The

2024 Group Scorecard performance was

assessed at 99% of target. However, with

the application of the Risk Modifier, the

overall scorecard performance reduced

to 90%/Below Target.

In order to improve clarity and alignment

to the ANZ Group Scorecard, the Board

determined that for 2024, the CEO’s STVR

would be based on 100% of the ANZ

Group Scorecard results, with allowance

for a CEO Leadership Modifier adjustment

focused on the CEO’s leadership of key

strategic priorities and risk management

(Section 5.1.2).

In the Board’s assessment, the CEO

Shayne Elliott, has continued to

demonstrate good leadership of the

Group and we have therefore assessed

him as on target for the CEO Leadership

Modifier component of his assessment.

Specifically, his leadership of key strategic

objectives has positioned ANZ well for the

future, and he is consistently a role model

of ANZ’s values and behaviours. Given,

however, that the CEO has ultimate

accountability for the broader Group’s

performance, the CEO needs to bear

appropriate accountability for the impact

of the Markets and NFR matters. As a

result, the Board applied its discretion

and assessed the CEO’s performance

as Below Target, and determined the

appropriate 2024 STVR outcome was

65% of target opportunity (52% of

maximum opportunity).

For Disclosed Executives, the Board

approved 2024 STVR outcomes which

range from 50% to 88% of target (average

ANZ 2024 Annual Report48

75%). This reflects their individual and

Divisional performance, the Below Target

assessment for Group performance,

collective accountability for the NFR

matters, and individual consequences

(where relevant) for the Markets matters.

Long Term Variable Remuneration

(LTVR) – Lapsed/Granted

The performance rights granted in late

2019 to the CEO and relevant Disclosed

Executives did not meet the hurdles when

tested at the end of the performance

period in November 2023, therefore 100%

of these performance rights lapsed.

Last year, the 2024 LTVR (comprised

of 50% performance rights and 50%

restricted rights), was granted to the

CEO and Disclosed Executives at full

opportunity, following the Board’s pre grant

assessment in October 2023 for restricted

rights, determining that no reduction was

required. For the CEO, the 2024 LTVR grant

was $3,375,000, noting that LTVR is future

focused and vests over time.

In considering the pre grant assessment

for the 2025 LTVR, the Board has chosen

to adjust the restricted rights (which make

up 50% of LTVR at full opportunity),

downward by 10%, due to the risk matters

discussed above. The CEO’s proposed

2025 LTVR of $3,206,250, will be subject

to a shareholder vote at the upcoming

2024 Annual General Meeting (AGM).

Fixed remuneration

Effective for 2024, Disclosed Executives

(excluding the CEO), received a Fixed

Remuneration (FR) adjustment to maintain

or improve market positioning. There were

no further increases to FR for 2024.

Changes to the way we

remunerate executives

(from 2024 onward)

For LTVR awards of performance rights,

only from financial year 2024 onward,

the Board approved in July 2023:

• the removal of DBS Bank Limited from

the Select Financial Services (SFS)

relative TSR comparator group, to better

balance the weighting of international

peers in our comparator group; and

• that Compound Annual Growth Rate

(CAGR) targets for the absolute CAGR

TSR hurdle be based on the time

weighted Cost of Capital (CoC) over the

four-year performance period rather

than the CoC at the start of the period,

to better reflect cyclical factors

impacting shareholders.

In addition, post the Suncorp Bank

acquisition and applicable to both awards

currently on foot and future LTVR awards

of performance rights, the Board approved

the removal of Suncorp Group Limited

from the relative TSR SFS comparator

group (Section 9.1).

Holly Kramer

Chair – People & Culture Committee

Changes to the way we

remunerate executives

(from 2025 onward)

In 2024, the People & Culture

Committee recommended, and

the Board approved, changes to

the ANZ Group Scorecard and

performance approach for

financial year 2025 onward.

The intention is to provide a

greater focus on fewer, more

meaningful objectives that will

drive sustainable long-term

performance, and to provide a

more transparent link between

performance and remuneration

outcomes. This approach is also

consistent with shareholder

feedback.

The key changes arising from this

review will be effective from 2025,

and are summarised as follows:

• reduction in the number of

objectives and indicators;

• provision of weightings for each

objective rather than at the

category level only;

• introduction of threshold/target/

stretch targets for each indicator;

• increase in the performance

assessment weighting for Group

performance for frontline

Disclosed Executives, from 25%

to 40%, to recognise the increase

in Group-wide priorities (excluding

Group Executive and CEO, New

Zealand); and

• increase in the weighting of

financial measures from 40%

to 50% in our Group and

Divisional Scorecards.

Non-Executive

Director (NED) fees

For 2024 there was a 2% uplift to the

NED member fee, and uplifts to fees for

Committee chairs and members. There

was no change to the fees for the Board

Chair (Section 7.1).

In closing, and on behalf of my Board

colleagues, I’d like to thank all of our

ANZ employees for their important

contributions this past year. While

the year has been marked by some

challenges in the bank, underlying

performance was strong and we have

made meaningful progress on our

long-term goals.

49Remuneration report49

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

The Remuneration Report for ANZ Group Holdings Limited (ANZGHL) outlines our remuneration strategy and structure
and the remuneration practices that apply to Key Management Personnel (KMP). This report has been prepared, and

audited, as required by the Corporations Act 2001. It forms part of the Directors’ Report.

This report includes disclosures for the full financial year 2024 (1 October 2023 to 30 September 2024). Ordinary shares and employee

equity (deferred shares, deferred share rights, restricted rights and performance rights) held prior to 3 January 2023

1

were previously

ANZBGL related equity – post the listing of ANZGHL, the equity was converted to ANZGHL related equity. References to ‘the Board’

throughout this report mean the Boards of ANZGHL and ANZBGL.

KMP are Directors of the Group (or entity)

(whether executive directors or otherwise),

and those personnel with a key

responsibility for the strategic direction

and management of the Group (or entity)

(i.e., members of the Group Executive

Committee (ExCo)) who have Financial

Accountability Regime (FAR) Accountability

and who report to the CEO (referred to as

Disclosed Executives).

1.1 Disclosed Executive

and Non-Executive Director

changes

There were several changes to our KMP

during the 2024 year:

• Ilana Atlas and John Macfarlane retired

as Non-Executive Directors (NEDs) on

21 December 2023, at the conclusion

of the 2023 AGM.

• Richard Gibb commenced as a NED

on 15 February 2024.

• Following Sir John Key retiring as

a NED on 14 March 2024, Scott

St John commenced as a NED on

25 March 2024.

• Richard Howell concluded as Acting

Group Executive, Talent & Culture on

8 October 2023 following the

appointment of Elisa Clements to the

role of Group Executive, Talent &

Culture, effective 9 October 2023.

1.2 Key Management Personnel (KMP)

The KMP whose remuneration is disclosed in this year’s report are:

2024 Non-Executive Directors (NEDs) – Current

P O’SullivanChairman

R GibbDirector from 15 February 2024

J HaltonDirector

H KramerDirector

C O’ReillyDirector

J SmithDirector

S St JohnDirector from 25 March 2024

2024 Non-Executive Directors (NEDs) – Former

I AtlasFormer Director – retired 21 December 2023

J KeyFormer Director – retired 14 March 2024

J MacfarlaneFormer Director – retired 21 December 2023

2024 Chief Executive Officer (CEO) and Disclosed Executives – Current

S ElliottCEO and Executive Director

M CarnegieGroup Executive, Australia Retail

E ClementsGroup Executive, Talent & Culture (GE T&C) from 9 October 2023

K CorballyChief Risk Officer (CRO)

F FaruquiChief Financial Officer (CFO)

G FlorianGroup Executive, Technology & Group Services

C MorganGroup Executive, Australia Commercial

A StrongGroup Executive, Strategy & Transformation

A WatsonGroup Executive and CEO, New Zealand

M WhelanGroup Executive, Institutional

2024 Disclosed Executives – Former

R HowellFormer Acting Group Executive, Talent & Culture (GE T&C) – concluded

in role 8 October 2023

No changes to KMP since the end of 2024 up to the date of signing the

Directors’ Report.

1. ANZ Group Holdings Limited (ANZGHL) replaced Australia and New Zealand Banking Group Limited (ANZBGL) as the listed entity on 3 January 2023 under a scheme of arrangement

approved by shareholders at the AGM on 15 December 2022.

1. Who is covered by this report

1.1 Disclosed Executive and Non-Executive Director changes

1.2 Key Management Personnel (KMP)

50ANZ 2024 Annual Report

50ANZ 2024 Annual Report

The Remuneration Report for ANZ Group Holdings Limited (ANZGHL) outlines our remuneration strategy and structure
and the remuneration practices that apply to Key Management Personnel (KMP). This report has been prepared, and

audited, as required by the Corporations Act 2001. It forms part of the Directors’ Report.

This report includes disclosures for the full financial year 2024 (1 October 2023 to 30 September 2024). Ordinary shares and employee

equity (deferred shares, deferred share rights, restricted rights and performance rights) held prior to 3 January 2023

1

were previously

ANZBGL related equity – post the listing of ANZGHL, the equity was converted to ANZGHL related equity. References to ‘the Board’

throughout this report mean the Boards of ANZGHL and ANZBGL.

KMP are Directors of the Group (or entity)

(whether executive directors or otherwise),

and those personnel with a key

responsibility for the strategic direction

and management of the Group (or entity)

(i.e., members of the Group Executive

Committee (ExCo)) who have Financial

Accountability Regime (FAR) Accountability

and who report to the CEO (referred to as

Disclosed Executives).

1.1 Disclosed Executive

and Non-Executive Director

changes

There were several changes to our KMP

during the 2024 year:

• Ilana Atlas and John Macfarlane retired

as Non-Executive Directors (NEDs) on

21 December 2023, at the conclusion

of the 2023 AGM.

• Richard Gibb commenced as a NED

on 15 February 2024.

• Following Sir John Key retiring as

a NED on 14 March 2024, Scott

St John commenced as a NED on

25 March 2024.

• Richard Howell concluded as Acting

Group Executive, Talent & Culture on

8 October 2023 following the

appointment of Elisa Clements to the

role of Group Executive, Talent &

Culture, effective 9 October 2023.

1.2 Key Management Personnel (KMP)

The KMP whose remuneration is disclosed in this year’s report are:

2024 Non-Executive Directors (NEDs) – Current

P O’SullivanChairman

R GibbDirector from 15 February 2024

J HaltonDirector

H KramerDirector

C O’ReillyDirector

J SmithDirector

S St JohnDirector from 25 March 2024

2024 Non-Executive Directors (NEDs) – Former

I AtlasFormer Director – retired 21 December 2023

J KeyFormer Director – retired 14 March 2024

J MacfarlaneFormer Director – retired 21 December 2023

2024 Chief Executive Officer (CEO) and Disclosed Executives – Current

S ElliottCEO and Executive Director

M CarnegieGroup Executive, Australia Retail

E ClementsGroup Executive, Talent & Culture (GE T&C) from 9 October 2023

K CorballyChief Risk Officer (CRO)

F FaruquiChief Financial Officer (CFO)

G FlorianGroup Executive, Technology & Group Services

C MorganGroup Executive, Australia Commercial

A StrongGroup Executive, Strategy & Transformation

A WatsonGroup Executive and CEO, New Zealand

M WhelanGroup Executive, Institutional

2024 Disclosed Executives – Former

R HowellFormer Acting Group Executive, Talent & Culture (GE T&C) – concluded

in role 8 October 2023

No changes to KMP since the end of 2024 up to the date of signing the

Directors’ Report.

1. ANZ Group Holdings Limited (ANZGHL) replaced Australia and New Zealand Banking Group Limited (ANZBGL) as the listed entity on 3 January 2023 under a scheme of arrangement

approved by shareholders at the AGM on 15 December 2022.

1. Who is covered by this report

1.1 Disclosed Executive and Non-Executive Director changes

1.2 Key Management Personnel (KMP)

50ANZ 2024 Annual Report

2. Remuneration at a glance



CEO:Disclosed Executives:NEDs:

• No Fixed Remuneration (FR) increase.

• Awarded STVR of 65% of target (52%

of maximum opportunity), reflecting

his overall performance assessment

of Below Target.

• Awarded LTVR of $3,375,000

(following 2023 AGM shareholder

approval).

• Received 2024 total remuneration of

$4.1m (inclusive of the value of prior

equity awards which vested in 2024)

(Section 5.3).

• Received a Fixed Remuneration

adjustment effective 1 October 2023

to maintain or improve market

positioning (approved October 2023

by the Board) – no further FR

increases for 2024.

• Awarded STVR outcomes averaging

75% of target (60% of maximum

opportunity), with individual outcomes

ranging from 50% to 88% of target

(40% to 71% of maximum

opportunity).

• Awarded LTVR full opportunity of

135% of FR (100% of FR for the CRO)

– as LTVR is future focused, 2024

LTVR awards were approved in

October 2023 by the Board.

Following the 2024 NED fees review

in September 2023 (approved by the

People & Culture Committee):

• Received a 2% increase to the NED

member fee to $245,000 (unchanged

since 2016).

• Aligned fee structure across all

Committees increasing each

Committee chair fee to $68,000

and each Committee member fee

to $34,000.

• Board Chairman fee remains

unchanged.

Restricted rights and performance rights outcomes:

• 2024 LTVR restricted rights made at full award value following the 2024 LTVR

pre grant assessment in October 2023 by the Board.

• 100% of the 2019 performance rights award granted in late 2019 were lapsed, as

performance hurdles were not met when tested in November 2023 – end of the

performance period.

For 2024

51Remuneration report

51

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

3. Historical information
3.1 Five-year ANZ financial performance summary

3.2 Historical performance and remuneration outcomes

3.3 ANZ TSR performance (1 to 10 years)

3.1 Five-year ANZ financial performance summary

When determining variable remuneration outcomes for the CEO, Disclosed Executives and employees, a range of different financial

indicators are considered. The Group uses cash profit as a measure of performance for the Group’s ongoing business activities, as

this provides a basis to assess Group and Divisional performance against earlier periods and against peer institutions.

The adjustments made in arriving at cash profit are included in statutory profit which is subject to audit. Although cash profit is not

audited, the external auditor has informed the Audit Committee that the cash profit adjustments have been determined on a

consistent basis across each period presented.

2024 statutory profit is down 8% compared to the prior financial year, while cash profit is down 9%, with both metrics impacted by

one-off Suncorp Bank acquisition related adjustments. Excluding the one-off adjustments, statutory profit is down 5% and cash profit

is down 7%.

During 2024 the Group commenced a $2 billion share buy-back to return surplus capital to its shareholders, which up to

30 September 2024 has resulted in the Group returning $883m of capital to shareholders via the acquisition of 30 million shares

on the market.

ANZ’s financial performance

1

, including cash profit

2

, over the last five years.

1. The Group completed the divestment of its Aligned Dealer Group business, its Onepath Pensions and Investment business, and life insurance business across the 2020 and 2019

financial years. The financial results of these divested businesses were treated as discontinued operations in the 2022, 2021 and 2020 years. The Group ceased reporting discontinued

and continuing operations from completion in 2022. On 1 October 2023, the Group adopted AASB 17 Insurance Contracts (AASB 17), applied AASB 17 effective 1 October 2022 and

restated prior period comparative information. 2. Cash profit excludes non-core items included in statutory profit with the net after tax adjustment resulting in a decrease to statutory

profit of $190m for 2024, made up of several items. It is provided to assist readers understand the results of the core business activities of the Group.

Statutory profit attributable to

ordinary shareholders ($m)

6,535

7,119

3,577

2024

2022

2020

2023

2021

7,106

6,162

Cash profit

($m, unaudited)

6,725

6,496

3,660

2024

2022

2020

2023

2021

7,413

6,181

Cash profit - continuing operations

($m, unaudited)

6,725

6,515

3,758

2024

2022

2020

2023

2021

7,413

6,198

Cash profit before provisions -

continuing operations ($m, unaudited)

10,068

8,968

8,369

2024

2022

2020

2023

2021

10,766

8,396

Return on equity - cash (%) -

continuing operations (unaudited)

9.7

10.4

6.2

2024

2022

2020

2023

2021

11.0

9.9

Earnings per share - cash - continuing

operations (unaudited)

224.3

228.8

128.7

2024

2022

2020

2023

2021

247.3

216.5

52ANZ 2024 Annual Report

52ANZ 2024 Annual Report

3. Historical information
3.1 Five-year ANZ financial performance summary

3.2 Historical performance and remuneration outcomes

3.3 ANZ TSR performance (1 to 10 years)

3.1 Five-year ANZ financial performance summary

When determining variable remuneration outcomes for the CEO, Disclosed Executives and employees, a range of different financial

indicators are considered. The Group uses cash profit as a measure of performance for the Group’s ongoing business activities, as

this provides a basis to assess Group and Divisional performance against earlier periods and against peer institutions.

The adjustments made in arriving at cash profit are included in statutory profit which is subject to audit. Although cash profit is not

audited, the external auditor has informed the Audit Committee that the cash profit adjustments have been determined on a

consistent basis across each period presented.

2024 statutory profit is down 8% compared to the prior financial year, while cash profit is down 9%, with both metrics impacted by

one-off Suncorp Bank acquisition related adjustments. Excluding the one-off adjustments, statutory profit is down 5% and cash profit

is down 7%.

During 2024 the Group commenced a $2 billion share buy-back to return surplus capital to its shareholders, which up to

30 September 2024 has resulted in the Group returning $883m of capital to shareholders via the acquisition of 30 million shares

on the market.

ANZ’s financial performance

1

, including cash profit

2

, over the last five years.

1. The Group completed the divestment of its Aligned Dealer Group business, its Onepath Pensions and Investment business, and life insurance business across the 2020 and 2019

financial years. The financial results of these divested businesses were treated as discontinued operations in the 2022, 2021 and 2020 years. The Group ceased reporting discontinued

and continuing operations from completion in 2022. On 1 October 2023, the Group adopted AASB 17 Insurance Contracts (AASB 17), applied AASB 17 effective 1 October 2022 and

restated prior period comparative information. 2. Cash profit excludes non-core items included in statutory profit with the net after tax adjustment resulting in a decrease to statutory

profit of $190m for 2024, made up of several items. It is provided to assist readers understand the results of the core business activities of the Group.

Statutory profit attributable to

ordinary shareholders ($m)

6,535

7,119

3,577

2024

2022

2020

2023

2021

7,106

6,162

Cash profit

($m, unaudited)

6,725

6,496

3,660

2024

2022

2020

2023

2021

7,413

6,181

Cash profit - continuing operations

($m, unaudited)

6,725

6,515

3,758

2024

2022

2020

2023

2021

7,413

6,198

Cash profit before provisions -

continuing operations ($m, unaudited)

10,068

8,968

8,369

2024

2022

2020

2023

2021

10,766

8,396

Return on equity - cash (%) -

continuing operations (unaudited)

9.7

10.4

6.2

2024

2022

2020

2023

2021

11.0

9.9

Earnings per share - cash - continuing

operations (unaudited)

224.3

228.8

128.7

2024

2022

2020

2023

2021

247.3

216.5

52ANZ 2024 Annual Report

3.2 Historical performance and remuneration outcomes

The table below shows the link between financial performance and variable remuneration outcomes over the past five years. STVR

outcomes are reasonably aligned with financial performance trends over the corresponding 2020 to 2024 periods, noting that the 2023

STVR outcomes were higher reflecting that year’s record result.

20202021202220232024

CEO STVR

1

outcome (% of target)50%

5

80%93%120%65%

Disclosed Executive STVR

2

outcome (average % of target

3

)54%

5

90%97%111%75%

Disclosed Executive STVR

2

outcome (range % of target

3

)46%–66%69%–99%89%–120%100%–125%50%–88%

LTVR/VR PR vesting outcome (% vested)0%43.3%51.6%n/a0%

Share price

4

at 30 September ($)17.2228.1522.825.6630.48

Total dividend (cents per share)60142146175166

Total shareholder return (12 month %)-36.970.7-142027.0

1. Previously referred to as AVR pre-2022 for the CEO. 2. Previously referred to as VR pre-2022 for Disclosed Executives. 3. Pre 2022, % of target applied to the full VR due to the

combined VR structure for Disclosed Executives in those years. 4. On 1 October 2019, opening share price was $28.22. 5. Post 50% COVID-19 reduction.

3.3 ANZ TSR performance (1 to 10 years)

The table below compares ANZ’s TSR performance against the median TSR and upper quartile TSR of the performance rights Select

Financial Services (SFS) comparator group

1

over one to ten years, noting that for this table TSR is measured over a different timeframe

(i.e., to 30 September 2024) to the performance period for our performance rights.

• ANZ’s TSR performance was below the median TSR of the SFS comparator group

1

when comparing over one, three and ten years; and

• Either just above or just below the median over five years dependent on the size of the SFS comparator group.

Years to 30 September 2024

13510

ANZ (%)27.031.141.374.6

Median TSR SFS

2,3

(%)37.038.347.146.348.537.195.776.0

Upper quartile TSR SFS

2,3

(%)41.342.158.652.4105.581.7205.7151.8

1. See section 9.1.2 for details of the SFS comparator group. 2. Blue = SFS includes DBS Bank Limited and excludes Suncorp Group Limited. 3. White = SFS excludes DBS Bank Limited

and Suncorp Group Limited.

53Remuneration report

53

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

4. Executive performance and remuneration framework overview
4.1 Strategy, principles and governance

4.2 Alignment of remuneration and risk

4.3 Remuneration structure and delivery

4.4 Performance assessment

4.5 Board discretion

4.6 Alignment of executive and shareholder interests

4.7 Remuneration mix

ANZ’s purpose and strategy

1

Is underpinned by our Performance and Remuneration Policies which include our Reward Principles:

Attract, motivate

and keep great

people

Reward our people for

doing the right thing having

regard to our customers

and shareholders

Focus on how things are

achieved as much as what

is achieved

Fair and simple

to understand

With remuneration delivered to our CEO and Disclosed Executives through:

Fixed remuneration (FR)Performance linked variable remuneration

Short Term Variable Remuneration (STVR)

Awarded at end of year based on Group and

individual performance

Long Term Variable Remuneration (LTVR)

Awarded at start of year, with LTVR vesting

subject to performance conditions tested at

end of 4-year performance period

While governed by:

The People & Culture Committee and the Board determining FR and the variable remuneration outcomes for the CEO and each

Disclosed Executive. Additionally, the CEO’s LTVR outcome is also subject to shareholder approval at the AGM.

Board discretion (with supporting decision-making frameworks) is applied when determining performance and remuneration

outcomes (including grant of short and long-term variable remuneration awards), before any scheduled release of previously deferred

remuneration (Section 4.5), before the vesting of LTVR restricted rights (Section 9.1.1), and in applying any required consequences

(Section 6).

1. See the ‘Our purpose and strategy’ section of the Annual Report.

4.1 Strategy, principles and governance

The following overview highlights how the executive performance and remuneration framework supports ANZ’s purpose and strategy.

54ANZ 2024 Annual Report

54ANZ 2024 Annual Report

4. Executive performance and remuneration framework overview
4.1 Strategy, principles and governance

4.2 Alignment of remuneration and risk

4.3 Remuneration structure and delivery

4.4 Performance assessment

4.5 Board discretion

4.6 Alignment of executive and shareholder interests

4.7 Remuneration mix

ANZ’s purpose and strategy

1

Is underpinned by our Performance and Remuneration Policies which include our Reward Principles:

Attract, motivate

and keep great

people

Reward our people for

doing the right thing having

regard to our customers

and shareholders

Focus on how things are

achieved as much as what

is achieved

Fair and simple

to understand

With remuneration delivered to our CEO and Disclosed Executives through:

Fixed remuneration (FR)Performance linked variable remuneration

Short Term Variable Remuneration (STVR)

Awarded at end of year based on Group and

individual performance

Long Term Variable Remuneration (LTVR)

Awarded at start of year, with LTVR vesting

subject to performance conditions tested at

end of 4-year performance period

While governed by:

The People & Culture Committee and the Board determining FR and the variable remuneration outcomes for the CEO and each

Disclosed Executive. Additionally, the CEO’s LTVR outcome is also subject to shareholder approval at the AGM.

Board discretion (with supporting decision-making frameworks) is applied when determining performance and remuneration

outcomes (including grant of short and long-term variable remuneration awards), before any scheduled release of previously deferred

remuneration (Section 4.5), before the vesting of LTVR restricted rights (Section 9.1.1), and in applying any required consequences

(Section 6).

1. See the ‘Our purpose and strategy’ section of the Annual Report.

4.1 Strategy, principles and governance

The following overview highlights how the executive performance and remuneration framework supports ANZ’s purpose and strategy.

54ANZ 2024 Annual Report

4.2 Alignment of remuneration and risk

Variable remuneration for the CEO and Disclosed Executives is designed to align remuneration and risk.

Alignment of remuneration and risk

Variable remuneration for the CEO and Disclosed Executives is aligned to risk management through:

Assessing behaviours

based on ANZ’s values

and risk/compliance

standards (including

the FAR)

Determining variable

remuneration

outcomes with risk as

a modifier – impacting

outcomes at both a

pool and individual level

Weighting

remuneration toward

the longer-term with a

significant proportion

at risk

Emphasising risk in the

determination and

vesting of LTVR

restricted rights

(Section 9.1.1)

Reinforcing the

importance of risk

culture in driving

sustainable long-term

performance in the

LTVR design

Providing material

weight to non-financial

metrics (particularly risk)

in line with APRA

requirements

Ensuring risk

measures are

considered over a

long-time horizon

(up to 5 and 6 years)

Determining

accountability

and applying

consequences

where appropriate

Strengthening risk

consequences with

clawback (Section 4.5)

Prohibiting the hedging

of unvested equity

Variable remuneration can be adjusted downwards, including to zero, allowing the Board to hold executives accountable, individually

or collectively, for the longer-term impacts of their decisions and actions.

4.3 Remuneration structure and delivery

There are two core components of remuneration at ANZ – fixed remuneration and at risk variable remuneration.

In structuring remuneration, the Board aims to find the right balance between fixed and variable remuneration (at risk), the way

it is delivered (cash versus deferred remuneration) and appropriate deferral time frames (the short, medium and long-term).

The Board sets and reviews annually the CEO and Disclosed Executives’ FR based on financial services market relativities and

reflecting each executive’s responsibilities, performance, qualifications and experience.

The CEO and Disclosed Executives’ variable remuneration is comprised of STVR and LTVR consistent with external market practice.

At target performance, 63% of variable remuneration for the CEO and Disclosed Executives, and 56% of variable remuneration for

the CRO is deferred for at least four years from the date the Board approved the variable remuneration in October, and the date

shareholders approve the CEO’s LTVR, noting that this complies with the FAR minimum deferral requirement of 60% for the CEO

and 40% for Disclosed Executives.

55Remuneration report

55

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

4.3.1 Remuneration structure
CEO and Disclosed Executives (DEs) (excluding CRO

1

)

4.3.2 Variable remuneration delivery

Variable remuneration for the CEO and the Disclosed Executives (excluding the CRO and former Acting GE T&C) is delivered as follows:

• STVR as 50% cash paid to executives at the end of the annual Performance and Remuneration Review (December), and subject to

clawback for two years post payment, and 50% shares deferred equally over years 2 and 3 (granted in November in respect of

performance for the prior financial year); and

• LTVR as restricted rights and performance rights granted at the beginning of the financial year in November/December, and

deferred over:

–year 4 (33%), year 5 (33%) and year 6 (34%) for the CEO; and

–year 4 (50%) and year 5 (50%) for Disclosed Executives.

Both restricted rights and performance rights are tested against the relevant performance condition at the end of the four-year

performance period and are then subject to additional holding period(s) until the completion of the respective deferral periods (Section 9.1).

Before any scheduled release of deferred remuneration, the Board considers whether malus should be applied to previously deferred

remuneration (or further deferral of vesting), or clawback to variable remuneration previously granted (two years post payment or

vesting), for the CEO and Disclosed Executives (Section 4.5).

1. CRO mix: 33.3% FR/33.3% STVR/33.3% LTVR. STVR maximum opportunity: the same as CEO/DE at 100% of FR, LTVR full opportunity: 100% of FR and delivered as 100% RR to

support independence. 2. If the CEO receives above target STVR, the amount above target will be delivered as 40% cash and 60% DS (20% year 4, 20% year 5, 20% year 6) to ensure

compliance with the minimum deferral requirements with respect to FAR and APRA’s Prudential Standard CPS 511 Remuneration.

Mix at

Maximum

Maximum/full

opportunity

Delivery

Timing/

deferral

Year 1 Cash 100%

Fixed Remuneration

(FR)

30%

100% of FR

Cash and superannuation

contributions

Year 2 DS 25%

Year 3 DS 25%

Year 1 Cash 50%

Short Term Variable

Remuneration (STVR)

2

30%

100% of FR

50% Cash

50% Deferred

shares (DS)

Awarded at end of year based

on Group and individual

performance

50% Restricted

rights (RR)

50% Performance

rights (PR)

Long Term Variable

Remuneration (LTVR)

40%

135% of FR

~2 yr HP

~1 yr HP

4-year Performance Period

• Awarded at start of year subject to

–RR: Pre grant assessment

(risk based measures)

–RR & PR: Shareholder approval at AGM

for CEO award

• Performance condition tested at end of

4-year performance period

–RR: Pre vest assessment

(risk based measures)

–PR: Relative and absolute TSR hurdles

For both RR and PR:

Deferral period = 4-year Performance Period + Holding Period (HP)

Year 4 CEO: 33% / DE: 50%

Year 5 CEO: 33% / DE: 50%

Year 6 CEO 34%

All variable remuneration is subject to the Board’s ongoing discretion

to apply in-year adjustments, malus and clawback

56ANZ 2024 Annual Report

For deferred variable remuneration for the CEO and Disclosed Executives, we calculate the number of deferred shares to be granted

based on the VWAP of the shares traded on the ASX in the five trading days leading up to and including 1 October (i.e., in line with the

beginning of the financial year). Allocations prior to the 2022 financial year were based on the VWAP in the five trading days leading up

to and including the date of grant. The VWAP used for disclosure and expensing purposes is the one-day VWAP at the date of grant,

which is in line with the Accounting Standard.

In some cases, we may grant deferred share rights to executives instead of deferred shares. Each deferred share right entitles the

holder to one ordinary share.

4.4 Performance assessment

The following provides a summary of the performance assessment approach for the CEO and Disclosed Executives.

Financial Accountability Regime (FAR) compliance is the gateway that requires the Accountable Person to meet their obligations in line

with their Accountability Statement under the FAR since 15 March 2024 and, prior to that, under the Banking Executive Accountability

Regime (BEAR). The ‘what’ assessment comprises of the ANZ Group Scorecard and Divisional Scorecard (excluding the CEO). Both the

Group and Divisional Scorecard assessments are calculated as follows: Risk modifier

1

% x [Shareholder/Financial % + Customer % +

People & Culture %]. The ‘what’ assessment outcome is then modified by the ‘how’ modifier. The ‘how’ modifier for Disclosed

Executives considers a macro view of the individual’s approach to risk, demonstration of ANZ behaviours, and their contribution to

building a successful Group Executive team. See below and Section 5.1.2 for CEO Leadership Modifier detail.

4.4.1 CEO performance

The CEO’s STVR is assessed 100% on

the ANZ Group Scorecard, adjusted by

the CEO Leadership Modifier, which takes

into consideration the CEO’s leadership of:

• Key strategic priorities aligned with

ANZ’s strategy

• ANZ’s values/behaviours

• ANZ’s risk and compliance standards

This is a change from 2023, where

performance informing the CEO’s

STVR was split 50% between the

Group Scorecard and the CEO’s

individual objectives.

With the change to 100% assessment on

the ANZ Group Scorecard (as highlighted

in the ‘People & Culture Committee Chair

letter’), the weighting to financial

performance for the CEO is around 40%

(moving to 50% in 2025); however noting

that the CEO’s STVR is not formulaic.

1. Note for the CRO, Risk is incorporated in the Scorecard rather than as a separate modifier. 2. Performance

arrangements for the CRO are addressed additionally by the Risk Committee. Performance arrangements for the GE &

CEO, New Zealand are determined and approved by the ANZ NZ HR Committee/ANZ NZ Board in consultation with and

endorsed by the People & Culture Committee/Board, consistent with their respective regulatory obligations.

The Scorecard/strategic priorities are

agreed upon by the Board at the

beginning of the financial year (and are

designed to be stretching). At the end of

the financial year, the People & Culture

Committee reviews and recommends to

the Board for approval the CEO’s overall

performance taking into consideration:

i. Performance against the ANZ

Group Scorecard

ii. CEO Leadership Modifier

iii. Input from the Chairman

iv. Compliance with FAR obligations

v. Control function reports from the CRO

(on risk management), CFO (on financial

performance), GE T&C (on talent and

culture matters) and Group General

Manager Internal Audit (GGM IA) (on

internal audit matters)

vi. Material risk, audit and conduct events

that have either occurred or come to

light in the year

vii. Input from both the Audit Committee

and the Risk Committee of the Board

4.4.2 Disclosed Executive

performance

At the start of each year, stretching

performance objectives are set for

Disclosed Executives through Divisional

Scorecards, aligned with the ANZ Group

Scorecard. At the end of the financial

year, the People & Culture Committee

recommends to the Board for approval

the performance of each Disclosed

Executive

2

against:

i. the ANZ Group Scorecard

(25% to 50% weighting)

ii. their Divisional Scorecard

(50% to 75% weighting)

iii. ANZ’s values/behaviours

iv. points iv) to vii) as detailed for the CEO

The ANZ Group Scorecard weighting for

Disclosed Executives varies based on

role focus:

• 50% weighting for enablement

Disclosed Executives: Chief Financial

Officer, GE Strategy & Transformation,

GE Talent & Culture, and GE Technology

& Group Services

• 25% weighting for Chief Risk Officer,

and frontline Disclosed Executives:

GE Australia Retail, GE Australia

Commercial, GE & CEO New Zealand,

and GE Institutional

FAR

Compliance

Gateway

‘How’

Modifier %

Key Inputs:

• Risk Standards

assessment

• How assessment

• Leadership of key

strategic priorities

(CEO only)

ANZ Group Scorecard

assessment %

Weighting

CEO: 100%

CRO: 25%

Frontline DEs: 25%

Enablement DEs: 50%

Divisional Scorecard

assessment %

Weighting

CEO: n/a

CRO: 75%

Frontline DEs: 75%

Enablement DEs: 50%

‘What’ assessment

Overall

Performance

Assessment %

Key Inputs:

• Informs STVR

outcome

57Remuneration report

56ANZ 2024 Annual Report

4.3.1 Remuneration structure
CEO and Disclosed Executives (DEs) (excluding CRO

1

)

4.3.2 Variable remuneration delivery

Variable remuneration for the CEO and the Disclosed Executives (excluding the CRO and former Acting GE T&C) is delivered as follows:

• STVR as 50% cash paid to executives at the end of the annual Performance and Remuneration Review (December), and subject to

clawback for two years post payment, and 50% shares deferred equally over years 2 and 3 (granted in November in respect of

performance for the prior financial year); and

• LTVR as restricted rights and performance rights granted at the beginning of the financial year in November/December, and

deferred over:

–year 4 (33%), year 5 (33%) and year 6 (34%) for the CEO; and

–year 4 (50%) and year 5 (50%) for Disclosed Executives.

Both restricted rights and performance rights are tested against the relevant performance condition at the end of the four-year

performance period and are then subject to additional holding period(s) until the completion of the respective deferral periods (Section 9.1).

Before any scheduled release of deferred remuneration, the Board considers whether malus should be applied to previously deferred

remuneration (or further deferral of vesting), or clawback to variable remuneration previously granted (two years post payment or

vesting), for the CEO and Disclosed Executives (Section 4.5).

1. CRO mix: 33.3% FR/33.3% STVR/33.3% LTVR. STVR maximum opportunity: the same as CEO/DE at 100% of FR, LTVR full opportunity: 100% of FR and delivered as 100% RR to

support independence. 2. If the CEO receives above target STVR, the amount above target will be delivered as 40% cash and 60% DS (20% year 4, 20% year 5, 20% year 6) to ensure

compliance with the minimum deferral requirements with respect to FAR and APRA’s Prudential Standard CPS 511 Remuneration.

Mix at

Maximum

Maximum/full

opportunity

Delivery

Timing/

deferral

Year 1 Cash 100%

Fixed Remuneration

(FR)

30%

100% of FR

Cash and superannuation

contributions

Year 2

DS 25%

Year 3 DS 25%

Year 1 Cash 50%

Short Term Variable

Remuneration (STVR)

2

30%

100% of FR

50% Cash

50% Deferred

shares (DS)

Awarded at end of year based

on Group and individual

performance

50% Restricted

rights (RR)

50% Performance

rights (PR)

Long Term Variable

Remuneration (LTVR)

40%

135% of FR

~2 yr HP

~1 yr HP

4-year Performance Period

• Awarded at start of year subject to

–RR: Pre grant assessment

(risk based measures)

–RR & PR: Shareholder approval at AGM

for CEO award

• Performance condition tested at end of

4-year performance period

–RR: Pre vest assessment

(risk based measures)

–PR: Relative and absolute TSR hurdles

For both RR and PR:

Deferral period = 4-year Performance Period + Holding Period (HP)

Year 4 CEO: 33% / DE: 50%

Year 5 CEO: 33% / DE: 50%

Year 6 CEO 34%

All variable remuneration is subject to the Board’s ongoing discretion

to apply in-year adjustments, malus and clawback

56ANZ 2024 Annual Report

For deferred variable remuneration for the CEO and Disclosed Executives, we calculate the number of deferred shares to be granted

based on the VWAP of the shares traded on the ASX in the five trading days leading up to and including 1 October (i.e., in line with the

beginning of the financial year). Allocations prior to the 2022 financial year were based on the VWAP in the five trading days leading up

to and including the date of grant. The VWAP used for disclosure and expensing purposes is the one-day VWAP at the date of grant,

which is in line with the Accounting Standard.

In some cases, we may grant deferred share rights to executives instead of deferred shares. Each deferred share right entitles the

holder to one ordinary share.

4.4 Performance assessment

The following provides a summary of the performance assessment approach for the CEO and Disclosed Executives.

Financial Accountability Regime (FAR) compliance is the gateway that requires the Accountable Person to meet their obligations in line

with their Accountability Statement under the FAR since 15 March 2024 and, prior to that, under the Banking Executive Accountability

Regime (BEAR). The ‘what’ assessment comprises of the ANZ Group Scorecard and Divisional Scorecard (excluding the CEO). Both the

Group and Divisional Scorecard assessments are calculated as follows: Risk modifier

1

% x [Shareholder/Financial % + Customer % +

People & Culture %]. The ‘what’ assessment outcome is then modified by the ‘how’ modifier. The ‘how’ modifier for Disclosed

Executives considers a macro view of the individual’s approach to risk, demonstration of ANZ behaviours, and their contribution to

building a successful Group Executive team. See below and Section 5.1.2 for CEO Leadership Modifier detail.

4.4.1 CEO performance

The CEO’s STVR is assessed 100% on

the ANZ Group Scorecard, adjusted by

the CEO Leadership Modifier, which takes

into consideration the CEO’s leadership of:

• Key strategic priorities aligned with

ANZ’s strategy

• ANZ’s values/behaviours

• ANZ’s risk and compliance standards

This is a change from 2023, where

performance informing the CEO’s

STVR was split 50% between the

Group Scorecard and the CEO’s

individual objectives.

With the change to 100% assessment on

the ANZ Group Scorecard (as highlighted

in the ‘People & Culture Committee Chair

letter’), the weighting to financial

performance for the CEO is around 40%

(moving to 50% in 2025); however noting

that the CEO’s STVR is not formulaic.

1. Note for the CRO, Risk is incorporated in the Scorecard rather than as a separate modifier. 2. Performance

arrangements for the CRO are addressed additionally by the Risk Committee. Performance arrangements for the GE &

CEO, New Zealand are determined and approved by the ANZ NZ HR Committee/ANZ NZ Board in consultation with and

endorsed by the People & Culture Committee/Board, consistent with their respective regulatory obligations.

The Scorecard/strategic priorities are

agreed upon by the Board at the

beginning of the financial year (and are

designed to be stretching). At the end of

the financial year, the People & Culture

Committee reviews and recommends to

the Board for approval the CEO’s overall

performance taking into consideration:

i. Performance against the ANZ

Group Scorecard

ii. CEO Leadership Modifier

iii. Input from the Chairman

iv. Compliance with FAR obligations

v. Control function reports from the CRO

(on risk management), CFO (on financial

performance), GE T&C (on talent and

culture matters) and Group General

Manager Internal Audit (GGM IA) (on

internal audit matters)

vi. Material risk, audit and conduct events

that have either occurred or come to

light in the year

vii. Input from both the Audit Committee

and the Risk Committee of the Board

4.4.2 Disclosed Executive

performance

At the start of each year, stretching

performance objectives are set for

Disclosed Executives through Divisional

Scorecards, aligned with the ANZ Group

Scorecard. At the end of the financial

year, the People & Culture Committee

recommends to the Board for approval

the performance of each Disclosed

Executive

2

against:

i. the ANZ Group Scorecard

(25% to 50% weighting)

ii. their Divisional Scorecard

(50% to 75% weighting)

iii. ANZ’s values/behaviours

iv. points iv) to vii) as detailed for the CEO

The ANZ Group Scorecard weighting for

Disclosed Executives varies based on

role focus:

• 50% weighting for enablement

Disclosed Executives: Chief Financial

Officer, GE Strategy & Transformation,

GE Talent & Culture, and GE Technology

& Group Services

• 25% weighting for Chief Risk Officer,

and frontline Disclosed Executives:

GE Australia Retail, GE Australia

Commercial, GE & CEO New Zealand,

and GE Institutional

FAR

Compliance

Gateway

‘How’

Modifier %

Key Inputs:

• Risk Standards

assessment

• How assessment

• Leadership of key

strategic priorities

(CEO only)

ANZ Group Scorecard

assessment %

Weighting

CEO: 100%

CRO: 25%

Frontline DEs: 25%

Enablement DEs: 50%

Divisional Scorecard

assessment %

Weighting

CEO: n/a

CRO: 75%

Frontline DEs: 75%

Enablement DEs: 50%

‘What’ assessment

Overall

Performance

Assessment %

Key Inputs:

• Informs STVR

outcome

57Remuneration report

57

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

1. Except for the CRO who has a percentage weighting assigned to risk measures. 2. Considers all risk types including capital adequacy risk, liquidity and funding risk, credit risk,
market risk, climate risk, non-financial risk and strategic risk.

However, to reinforce the importance of collective accountability and contribution to Group outcomes, the Group weighting will increase

from 25% to 40% in 2025 for frontline Disclosed Executives (excluding GE & CEO, New Zealand). The Chief Risk Officer will retain a 25%

weighting to reinforce independence of the role.

Similar to the ANZ Group Scorecard, the Divisional Scorecards include the key elements of Shareholder/Financial, Customer, and People

& Culture, with Risk acting as a modifier.

1

The weighting of each element varies to reflect the responsibilities of each individual’s role.

The Shareholder/Financial element weightings range from 20% to 40% (increasing to 50% in 2025).

4.4.3 Alignment with the achievement of stretching performance objectives

Variable remuneration for the CEO and Disclosed Executives is designed to align with the achievement of stretching performance

objectives that support our business strategy and drive long-term sustainable outcomes for shareholders.

Alignment with the achievement of stretching performance objectives

Variable remuneration outcomes are based on a range of measures (as illustrated below), with material weight provided to

non-financial measures in accordance with Prudential Standard CPS 511 Remuneration.

STVR

Mix of financial and non-financial measures

Key individual assessment inputs

ANZ’s values/behavioursANZ’s risk and compliance standardsFAR obligations

ANZ Group Scorecard

25%–100% weighting

Divisional Scorecards

50%–75% weighting

Control function input

Risk, Finance, T&C, Audit

2024 ANZ Group Scorecard

Below are examples of key drivers of shareholder value

Shareholder/Financial (40%)

• Ensure dynamic, efficient and disciplined resource allocation,

including capital, that creates more value and sustainable

returns for customers, shareholders and society

Customer (40%)

• Create propositions that attract and engage more of our

target customers, and improve their financial well-being,

access to housing and sustainability

• Build resilient business services and technology that more

safely and efficiently serve customers

People & Culture (20%)

• Establish an adaptable workforce and operating model

that delivers innovation and outcomes for our customers

more quickly

Risk modifier (0% to 110%)

• Maintain risk discipline focused on good customer

and regulatory outcomes

Additional financial and non-financial considerations in determining Group and individual performance

and size of the ANZ Incentive Plan (ANZIP) variable remuneration pool include:

• Broader financial performance

• Quality of earnings and operating environment

• Shareholder experience

• Our Reward Principles (Section 4.1)

LTVR

Aligned to shareholder experience

LTVR restricted rights

Mostly non-financial

LTVR performance rights

Financial

Prudential soundness

Capital ratio and liquidity

prudential minimums

Risk measures

• Material risk outcomes

2


• APRA active supervision

• Risk culture

TSR

75% relative TSR

Performance relative to SFS

comparator group

25% absolute TSR

Focuses on positive growth –

even when market is declining

58ANZ 2024 Annual Report

4.5 Board discretion

Variable remuneration is ’at risk’ remuneration and can range from zero to maximum opportunity. At the end of the financial year,

the Board

1

approves variable remuneration recommendations for the CEO and each Disclosed Executive following lengthy and

detailed discussions and assessment, supported by comprehensive analysis of performance from a number of sources.

Board discretion is applied when determining all CEO and Disclosed Executive variable remuneration outcomes including:

• the size of the ANZIP variable remuneration pool;

• STVR and LTVR outcomes for each financial year;

• LTVR vesting outcomes (including pre vest assessment); and

• downward adjustment of variable remuneration as part of consequence management, in accordance with applicable law and

any terms and conditions provided (see below).

Downward adjustment of variable remuneration

The Board may choose to exercise the following options or a combination of these at any time, but will always consider their

use if any of the circumstances specified by Prudential Standard CPS 511 Remuneration occur. #1 to #3 below are

applicable to all employees, while clawback (#4) is limited to select employees (primarily the CEO, Disclosed Executives and

senior employees in jurisdictions where clawback regulations apply):

1. In year adjustment

The most common type of

downward adjustment, which

reduces the amount of

variable remuneration an

employee may have otherwise

been awarded for that year.

2. Further deferral/freezing

Delays the decision to pay/

allocate variable

remuneration, or further

defers the vesting of

deferred remuneration or

freezes vested/unexercised

shares and rights. This would

typically only be considered

where an investigation is

pending/underway.

3. Malus

Is an adjustment to reduce the

value of all or part of deferred

remuneration before it has

vested. Malus is used in cases

of more serious performance

or behaviour issues. Any and

all variable remuneration we

award or grant to an employee

is subject to ANZ’s on-going

and absolute discretion to

apply malus and adjust

variable remuneration

downward (including to zero)

at any time before the relevant

variable remuneration vests.

4. Clawback

Is the recovery of variable

remuneration that has

already vested or been paid

(up to two years from

vesting/payment or a longer

period as determined by

Board discretion, policy or

applicable law). This would

typically only be considered

if the other types of

downward adjustment/other 

consequences are

considered inadequate given

the severity of the situation.

Before any scheduled vesting of deferred remuneration, the Board (for the CEO, Disclosed Executives and other specified roles) and/or

the Enterprise Accountability Group (EAG) (for other employees) considers whether any further deferral, malus, or clawback should be

applied (Section 6).

4.6 Alignment of executive and shareholder interests

Variable remuneration for the CEO and Disclosed Executives is designed to align executive and shareholder interests.

Alignment of executive and shareholder interests

More broadly, ANZ’s variable remuneration structure supports the alignment of executives with the interests of shareholders through:

Substantial shareholding

requirements (around

80% of variable

remuneration at

maximum opportunity

deferred into ANZ equity,

and 75% for the CRO to

ensure alignment with

shareholder interests and

to ensure focus on

long-term value creation)

Significant variable

remuneration deferral

up to 5 and 6 years in

ANZ equity (which also

supports retention)

Significant weighting to

the LTVR component

(around 60% of VR)

which includes relative

and absolute TSR

hurdles

Consideration of cash

profit and economic

profit in determining

ANZIP variable

remuneration pool

Consideration of

the shareholder

experience (in respect

of the share price

and dividend) in

determining ANZIP

variable remuneration

pool and individual

outcomes

1. Remuneration arrangements for the Group Executive and CEO, New Zealand are determined and approved by the ANZ NZ Board in consultation with and endorsed by the Board,

consistent with their respective regulatory obligations.

59Remuneration report

58ANZ 2024 Annual Report

1. Except for the CRO who has a percentage weighting assigned to risk measures. 2. Considers all risk types including capital adequacy risk, liquidity and funding risk, credit risk,
market risk, climate risk, non-financial risk and strategic risk.

However, to reinforce the importance of collective accountability and contribution to Group outcomes, the Group weighting will increase

from 25% to 40% in 2025 for frontline Disclosed Executives (excluding GE & CEO, New Zealand). The Chief Risk Officer will retain a 25%

weighting to reinforce independence of the role.

Similar to the ANZ Group Scorecard, the Divisional Scorecards include the key elements of Shareholder/Financial, Customer, and People

& Culture, with Risk acting as a modifier.

1

The weighting of each element varies to reflect the responsibilities of each individual’s role.

The Shareholder/Financial element weightings range from 20% to 40% (increasing to 50% in 2025).

4.4.3 Alignment with the achievement of stretching performance objectives

Variable remuneration for the CEO and Disclosed Executives is designed to align with the achievement of stretching performance

objectives that support our business strategy and drive long-term sustainable outcomes for shareholders.

Alignment with the achievement of stretching performance objectives

Variable remuneration outcomes are based on a range of measures (as illustrated below), with material weight provided to

non-financial measures in accordance with Prudential Standard CPS 511 Remuneration.

STVR

Mix of financial and non-financial measures

Key individual assessment inputs

ANZ’s values/behavioursANZ’s risk and compliance standardsFAR obligations

ANZ Group Scorecard

25%–100% weighting

Divisional Scorecards

50%–75% weighting

Control function input

Risk, Finance, T&C, Audit

2024 ANZ Group Scorecard

Below are examples of key drivers of shareholder value

Shareholder/Financial (40%)

• Ensure dynamic, efficient and disciplined resource allocation,

including capital, that creates more value and sustainable

returns for customers, shareholders and society

Customer (40%)

• Create propositions that attract and engage more of our

target customers, and improve their financial well-being,

access to housing and sustainability

• Build resilient business services and technology that more

safely and efficiently serve customers

People & Culture (20%)

• Establish an adaptable workforce and operating model

that delivers innovation and outcomes for our customers

more quickly

Risk modifier (0% to 110%)

• Maintain risk discipline focused on good customer

and regulatory outcomes

Additional financial and non-financial considerations in determining Group and individual performance

and size of the ANZ Incentive Plan (ANZIP) variable remuneration pool include:

• Broader financial performance

• Quality of earnings and operating environment

• Shareholder experience

• Our Reward Principles (Section 4.1)

LTVR

Aligned to shareholder experience

LTVR restricted rights

Mostly non-financial

LTVR performance rights

Financial

Prudential soundness

Capital ratio and liquidity

prudential minimums

Risk measures

• Material risk outcomes

2


• APRA active supervision

• Risk culture

TSR

75% relative TSR

Performance relative to SFS

comparator group

25% absolute TSR

Focuses on positive growth –

even when market is declining

58ANZ 2024 Annual Report

4.5 Board discretion

Variable remuneration is ’at risk’ remuneration and can range from zero to maximum opportunity. At the end of the financial year,

the Board

1

approves variable remuneration recommendations for the CEO and each Disclosed Executive following lengthy and

detailed discussions and assessment, supported by comprehensive analysis of performance from a number of sources.

Board discretion is applied when determining all CEO and Disclosed Executive variable remuneration outcomes including:

• the size of the ANZIP variable remuneration pool;

• STVR and LTVR outcomes for each financial year;

• LTVR vesting outcomes (including pre vest assessment); and

• downward adjustment of variable remuneration as part of consequence management, in accordance with applicable law and

any terms and conditions provided (see below).

Downward adjustment of variable remuneration

The Board may choose to exercise the following options or a combination of these at any time, but will always consider their

use if any of the circumstances specified by Prudential Standard CPS 511 Remuneration occur. #1 to #3 below are

applicable to all employees, while clawback (#4) is limited to select employees (primarily the CEO, Disclosed Executives and

senior employees in jurisdictions where clawback regulations apply):

1. In year adjustment

The most common type of

downward adjustment, which

reduces the amount of

variable remuneration an

employee may have otherwise

been awarded for that year.

2. Further deferral/freezing

Delays the decision to pay/

allocate variable

remuneration, or further

defers the vesting of

deferred remuneration or

freezes vested/unexercised

shares and rights. This would

typically only be considered

where an investigation is

pending/underway.

3. Malus

Is an adjustment to reduce the

value of all or part of deferred

remuneration before it has

vested. Malus is used in cases

of more serious performance

or behaviour issues. Any and

all variable remuneration we

award or grant to an employee

is subject to ANZ’s on-going

and absolute discretion to

apply malus and adjust

variable remuneration

downward (including to zero)

at any time before the relevant

variable remuneration vests.

4. Clawback

Is the recovery of variable

remuneration that has

already vested or been paid

(up to two years from

vesting/payment or a longer

period as determined by

Board discretion, policy or

applicable law). This would

typically only be considered

if the other types of

downward adjustment/other 

consequences are

considered inadequate given

the severity of the situation.

Before any scheduled vesting of deferred remuneration, the Board (for the CEO, Disclosed Executives and other specified roles) and/or

the Enterprise Accountability Group (EAG) (for other employees) considers whether any further deferral, malus, or clawback should be

applied (Section 6).

4.6 Alignment of executive and shareholder interests

Variable remuneration for the CEO and Disclosed Executives is designed to align executive and shareholder interests.

Alignment of executive and shareholder interests

More broadly, ANZ’s variable remuneration structure supports the alignment of executives with the interests of shareholders through:

Substantial shareholding

requirements (around

80% of variable

remuneration at

maximum opportunity

deferred into ANZ equity,

and 75% for the CRO to

ensure alignment with

shareholder interests and

to ensure focus on

long-term value creation)

Significant variable

remuneration deferral

up to 5 and 6 years in

ANZ equity (which also

supports retention)

Significant weighting to

the LTVR component

(around 60% of VR)

which includes relative

and absolute TSR

hurdles

Consideration of cash

profit and economic

profit in determining

ANZIP variable

remuneration pool

Consideration of

the shareholder

experience (in respect

of the share price

and dividend) in

determining ANZIP

variable remuneration

pool and individual

outcomes

1. Remuneration arrangements for the Group Executive and CEO, New Zealand are determined and approved by the ANZ NZ Board in consultation with and endorsed by the Board,

consistent with their respective regulatory obligations.

59Remuneration report

59

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

4.7 Remuneration mix
The CEO and Disclosed Executives

1

have an aligned remuneration mix of 30% FR, 30% STVR and 40% LTVR at maximum/full

opportunity, and structure, with the exception of longer deferral for the CEO in line with APRA’s deferral requirements.

CEO

Remuneration mix – CEO ($m)

2.500

2.500+1.200+1.300+1.688+1.688

2.500

Minimum opportunity

8.375 (44% cash, 56% equity)

Maximum/full opportunity

30%30%40%

LTVR PRLTVR RRSTVR deferred sharesSTVR cashFR

Disclosed Executives

The dollar amounts in the below example are for illustrative purposes only, and are based on the FR value of $1.25m.

Remuneration mix – Disclosed Executives

1

($m)

1.250

Minimum opportunity

4.188 (45% cash, 55% equity)

Maximum/full opportunity

1.250

1.250+0.625+0.625+0.844+0.844

30%30%40%

LTVR PRLTVR RRSTVR deferred sharesSTVR cashFR

Chief Risk Officer

To preserve the independence of the role and to minimise any conflicts of interest in carrying out the risk control function across the

organisation, the CRO’s remuneration arrangements differ to other Disclosed Executives.

While the STVR opportunity (100% of FR) is the same as the CEO and Disclosed Executives, the LTVR opportunity is different

(100% of FR instead of 135% of FR) reflecting the delivery of LTVR as 100% restricted rights (instead of 50% restricted rights and

50% performance rights). Maximum variable remuneration opportunity is 200% of FR for the CRO. The remuneration mix is 33.3%

FR/33.3% STVR/33.3% LTVR.

Former Acting Group Executive, Talent & Culture

Due to the acting nature of R Howell’s appointment his remuneration arrangements differed to other Disclosed Executives. For the time

spent in this acting role, his FR was set at $700k per annum from 1 June 2023 and increased to $703k from 1 July 2023 (due to the

impact of the Superannuation Guarantee rate change). His VR maximum opportunity was set at 150% of FR (his remuneration mix was

therefore 40% FR/60% VR). His VR in the acting role was delivered as 60% cash and 40% as shares deferred over years 4 to 5 to ensure

compliance with CPS 511 deferral requirements.

1. Excluding CRO.

60ANZ 2024 Annual Report

5. Executive remuneration outcomes

5.1 Short term variable remuneration (STVR)

5.2 Long term variable remuneration (LTVR)

5.3 2024 Received remuneration

5.4 2024 CEO remuneration comparison with prior years

Remuneration outcomes have been presented in the following three ways:

1. Awarded remuneration –

STVR and LTVR

(Sections 5.1.2, 5.2.1 and 5.4)

2. Received remuneration

(Section 5.3)

3. Statutory remuneration

(Section 9.2)

5.1 Short term variable remuneration (STVR)

5.1.1 ANZ Group Scorecard – approach and 2024 outcomes

The ANZ Group Scorecard is approved by the Board at the start of each year. It plays a key role to:

Message internally what

matters most

Reinforce the importance of sound

management in addition to risk,

shareholder/financial, customer,

and people and culture outcomes

Inform focus of effort,

prioritisation and decision-

making across ANZ


Assessment of performance against the ANZ Group Scorecard provides a key input (as illustrated in Section 4.4):

In determining the size of the ANZ

Incentive Plan (ANZIP) variable

remuneration pool, which funds

individual variable remuneration

outcomes for all employees/STVR

for Disclosed Executives (excluding

the CEO to help mitigate potential

conflicts of interest)

In the overall performance assessment for the CEO (100% weighting,

adjusted based on a CEO Leadership Modifier) and Disclosed Executives

(25%–50% weighting), which informs the STVR awarded outcomes in

Section 5.1.2

As managing risk appropriately is fundamental to the way ANZ operates, risk forms an integral part of the assessment, directly

impacting the overall ANZ Group Scorecard outcome (a modifier ranging from 0% to 110% of the ANZ Group Scorecard assessment).

On the following pages we have outlined ANZ’s 2024 Group Scorecard and provided a summary of outcomes for each of the key

performance categories to inform the overall assessment for 2024.

61Remuneration report

60ANZ 2024 Annual Report

4.7 Remuneration mix
The CEO and Disclosed Executives

1

have an aligned remuneration mix of 30% FR, 30% STVR and 40% LTVR at maximum/full

opportunity, and structure, with the exception of longer deferral for the CEO in line with APRA’s deferral requirements.

CEO

Remuneration mix – CEO ($m)

2.500

2.500+1.200+1.300+1.688+1.688

2.500

Minimum opportunity

8.375 (44% cash, 56% equity)

Maximum/full opportunity

30%30%40%

LTVR PRLTVR RRSTVR deferred sharesSTVR cashFR

Disclosed Executives

The dollar amounts in the below example are for illustrative purposes only, and are based on the FR value of $1.25m.

Remuneration mix – Disclosed Executives

1

($m)

1.250

Minimum opportunity

4.188 (45% cash, 55% equity)

Maximum/full opportunity

1.250

1.250+0.625+0.625+0.844+0.844

30%30%40%

LTVR PRLTVR RRSTVR deferred sharesSTVR cashFR

Chief Risk Officer

To preserve the independence of the role and to minimise any conflicts of interest in carrying out the risk control function across the

organisation, the CRO’s remuneration arrangements differ to other Disclosed Executives.

While the STVR opportunity (100% of FR) is the same as the CEO and Disclosed Executives, the LTVR opportunity is different

(100% of FR instead of 135% of FR) reflecting the delivery of LTVR as 100% restricted rights (instead of 50% restricted rights and

50% performance rights). Maximum variable remuneration opportunity is 200% of FR for the CRO. The remuneration mix is 33.3%

FR/33.3% STVR/33.3% LTVR.

Former Acting Group Executive, Talent & Culture

Due to the acting nature of R Howell’s appointment his remuneration arrangements differed to other Disclosed Executives. For the time

spent in this acting role, his FR was set at $700k per annum from 1 June 2023 and increased to $703k from 1 July 2023 (due to the

impact of the Superannuation Guarantee rate change). His VR maximum opportunity was set at 150% of FR (his remuneration mix was

therefore 40% FR/60% VR). His VR in the acting role was delivered as 60% cash and 40% as shares deferred over years 4 to 5 to ensure

compliance with CPS 511 deferral requirements.

1. Excluding CRO.

60ANZ 2024 Annual Report

5. Executive remuneration outcomes

5.1 Short term variable remuneration (STVR)

5.2 Long term variable remuneration (LTVR)

5.3 2024 Received remuneration

5.4 2024 CEO remuneration comparison with prior years

Remuneration outcomes have been presented in the following three ways:

1. Awarded remuneration –

STVR and LTVR

(Sections 5.1.2, 5.2.1 and 5.4)

2. Received remuneration

(Section 5.3)

3. Statutory remuneration

(Section 9.2)

5.1 Short term variable remuneration (STVR)

5.1.1 ANZ Group Scorecard – approach and 2024 outcomes

The ANZ Group Scorecard is approved by the Board at the start of each year. It plays a key role to:

Message internally what

matters most

Reinforce the importance of sound

management in addition to risk,

shareholder/financial, customer,

and people and culture outcomes

Inform focus of effort,

prioritisation and decision-

making across ANZ


Assessment of performance against the ANZ Group Scorecard provides a key input (as illustrated in Section 4.4):

In determining the size of the ANZ

Incentive Plan (ANZIP) variable

remuneration pool, which funds

individual variable remuneration

outcomes for all employees/STVR

for Disclosed Executives (excluding

the CEO to help mitigate potential

conflicts of interest)

In the overall performance assessment for the CEO (100% weighting,

adjusted based on a CEO Leadership Modifier) and Disclosed Executives

(25%–50% weighting), which informs the STVR awarded outcomes in

Section 5.1.2

As managing risk appropriately is fundamental to the way ANZ operates, risk forms an integral part of the assessment, directly

impacting the overall ANZ Group Scorecard outcome (a modifier ranging from 0% to 110% of the ANZ Group Scorecard assessment).

On the following pages we have outlined ANZ’s 2024 Group Scorecard and provided a summary of outcomes for each of the key

performance categories to inform the overall assessment for 2024.

61Remuneration report

61

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Shareholder/Financial40% weight: 110%/Above Target
Key objectivesOutcomes

Ensure dynamic, efficient and disciplined resource allocation, including capital,

that creates more value and sustainable returns for customers, shareholders

and society

BelowTargetAbove

Deliver Group economic profit

1

to plan or better in a high-quality manner,

targeting sustainable returns

Effectively manage total cost growth, in support of our 3yr Strategic Plan

(including our 2024 productivity ambition)

• Economic profit exceeded plan by $88m after removing the impact from Suncorp Bank, which was not included in the original plan.

• Total cost growth was 6%. Excluding Suncorp Bank division, the cost growth of 4% was marginally higher than plan as a result of higher

restructuring costs to further our productivity agenda. Continued inflation and high levels of investment directed into growth, productivity

and simplification initiatives were partially offset by disciplined cost management and productivity initiatives.

• Return on equity (ROE) exceeded target by 36 basis points after removing the impacts from Suncorp Bank earnings not included in the

original plan.

Customer40% weight: 88%/Below Target

Key objectivesOutcomes

• Create propositions that attract and engage more of our target customers,

and improve their financial well-being, access to housing and sustainability

• Build resilient business services and technology that more safely and

efficiently serve customers

BelowTargetAbove

Suncorp Bank: Ensure Suncorp integration is on track

Australia Retail: Make ANZ Plus a success including Plus Home loan in market

and migration of initial cohort from Classic to Plus

Australia Commercial: Continue to execute Commercial strategy with targeted

growth in chosen segments and an increase in digital lending

Institutional: Deliver against Environmental, Social and Governance (ESG) targets

and extend leadership in platforms

New Zealand: Continue to make banking easier

• Suncorp Bank acquisition was completed, with a successful day 1 cutover.

• Australia Retail ANZ Plus growth has been strong, with Deposit Funds Under Management (FUM) of $16.5bn and customer numbers

of 850k surpassing target, coupled with the rollout of additional features and continued improvement in Net Promoter Score (NPS)

2

.

However, ANZ Plus Home Loans have been slower to market and achieved slower growth than target.

• Australia Commercial maintained sound delivery of initiatives to support strategy and achieved targeted growth in specific segments.

NPS continued to improve year-on-year. Digital lending exceeded target. Flat growth with Business Owner/Home Owner FUM.

• Institutional achieved well beyond the 2024 target set to make progress on funding and facilitating $100bn by the end of 2030 in social

and environmental activities. Significant mandates won for Payment Platforms and named best bank for cash management globally by

Global Finance.

• New Zealand made significant progress on the Ngā Tapuwae program (to move ANZ NZ core to cloud and redesign business for greater

resilience, agility and lower cost) – the key enabler in making banking easier for customers in New Zealand. Delivered first Climate Related

Disclosure for New Zealand Climate standards.

1. 2. See footnotes over page.

62ANZ 2024 Annual Report

People & Culture20% weight: 100%/On Target

Key objectivesOutcomes

Establish an adaptable workforce and operating model that delivers innovation

and outcomes for our customers more quickly

BelowTargetAbove

Retain high performers (particularly those with the skills to support our business

transformation)

Maintain a purpose led culture, with strong employee engagement, and

improved diversity and inclusion

• Engagement continued to be very high (84% vs 87% in 2023). This engagement is evidenced beyond survey data in other measures such

as participation in the ‘Lead@ANZ program’ (over 75% of eligible leaders having commenced the program), around 1,300 engineers having

completed the ‘Engineering Career Pathways program’ and the number of staff who chose to be upskilled in ESG (3,249 completed the

‘ESG@ANZ learning program’).

• Retention of high performers was also strong, despite a more competitive employment market.

• A new Diversity and Inclusion (D&I) target was created in 2024 (aligned to our D&I strategy), and improvement from the baseline was positive.

We continued to make progress on Women in Leadership (38.8%, up from 37.3% in 2023) and also maintained our #1 ranking amongst

major bank peers in Glassdoor

3

employer of choice ratings.

Risk modifier0 to 110%: 90%/Below Target

Maintain risk discipline focused on good customer and regulatory outcomes

• Strong credit outcome with no material credit events recorded. Overall, credit and market risk has been well managed, and liquidity risk

remains appropriate.

• Ongoing progress in delivering key regulatory commitments and uplifting NFR management, however, the recent impost of an additional

$250m operational risk overlay on top of our current $500m overlay is acknowledged as a clear sign that we need to do more in this area,

and this will be a significant focus for 2025.

• The enterprise’s risk culture has been assessed as Needs Improvement in 2024. Regulatory concerns around our Markets business and

NFR management have contributed to this re-assessment. Importantly, a high ‘Speak Up’ index of 81% was achieved, reflecting sustained

efforts to encourage people to speak up and challenge each other respectfully.

• No repeat adverse audits, no material Risk Appetite Statement breaches, and no material overdue regulatory issues.

Overall Group Performance AssessmentAssessment: 90%/Below Target

Overall performance (excluding the impact of the Risk Modifier), is assessed at 99% or slightly below target, despite a challenging

economic and socio-political environment. This reflects our strong financial performance with all business lines each contributing strongly,

solid progress against our long-term strategic objectives, and good customer and people outcomes.

However, while ANZ delivered against the majority of the Group Scorecard objectives, the recent issues in the Markets business, and the

additional $250m capital overlay from APRA in response to concerns regarding NFR matters, resulted in the application of a Risk Modifier of

90%, and therefore an overall performance assessment for 2024 of 90% (rounded) or Below Target. The Board notes that STVR outcomes

for the CEO and Disclosed Executives also take into consideration performance against individual objectives.

1. Economic profit is a risk adjusted profit measure used to evaluate business unit performance and is not subject to audit by the external auditor. Economic profit is calculated via a

series of adjustments to cash profit with the economic credit cost adjustment replacing the accounting credit loss charge; the inclusion of the benefit of imputation credits (measured

at 70% of Australian tax) and an adjustment to reflect the cost of capital. 2. Net Promoter Score (NPS) is a customer loyalty metric used globally to evaluate a company’s brand,

products or services. Net Promoter® and NPS® are registered trademarks and Net Promoter Score and Net Promoter System are trademarks of Bain & Company, Satmetrix Systems and

Fred Reichheld. 3. Glassdoor is a website where employees and former employees anonymously review companies and their management.

63Remuneration report

62ANZ 2024 Annual Report

Shareholder/Financial40% weight: 110%/Above Target
Key objectivesOutcomes

Ensure dynamic, efficient and disciplined resource allocation, including capital,

that creates more value and sustainable returns for customers, shareholders

and society

BelowTargetAbove

Deliver Group economic profit

1

to plan or better in a high-quality manner,

targeting sustainable returns

Effectively manage total cost growth, in support of our 3yr Strategic Plan

(including our 2024 productivity ambition)

• Economic profit exceeded plan by $88m after removing the impact from Suncorp Bank, which was not included in the original plan.

• Total cost growth was 6%. Excluding Suncorp Bank division, the cost growth of 4% was marginally higher than plan as a result of higher

restructuring costs to further our productivity agenda. Continued inflation and high levels of investment directed into growth, productivity

and simplification initiatives were partially offset by disciplined cost management and productivity initiatives.

• Return on equity (ROE) exceeded target by 36 basis points after removing the impacts from Suncorp Bank earnings not included in the

original plan.

Customer40% weight: 88%/Below Target

Key objectivesOutcomes

• Create propositions that attract and engage more of our target customers,

and improve their financial well-being, access to housing and sustainability

• Build resilient business services and technology that more safely and

efficiently serve customers

BelowTargetAbove

Suncorp Bank: Ensure Suncorp integration is on track

Australia Retail: Make ANZ Plus a success including Plus Home loan in market

and migration of initial cohort from Classic to Plus

Australia Commercial: Continue to execute Commercial strategy with targeted

growth in chosen segments and an increase in digital lending

Institutional: Deliver against Environmental, Social and Governance (ESG) targets

and extend leadership in platforms

New Zealand: Continue to make banking easier

• Suncorp Bank acquisition was completed, with a successful day 1 cutover.

• Australia Retail ANZ Plus growth has been strong, with Deposit Funds Under Management (FUM) of $16.5bn and customer numbers

of 850k surpassing target, coupled with the rollout of additional features and continued improvement in Net Promoter Score (NPS)

2

.

However, ANZ Plus Home Loans have been slower to market and achieved slower growth than target.

• Australia Commercial maintained sound delivery of initiatives to support strategy and achieved targeted growth in specific segments.

NPS continued to improve year-on-year. Digital lending exceeded target. Flat growth with Business Owner/Home Owner FUM.

• Institutional achieved well beyond the 2024 target set to make progress on funding and facilitating $100bn by the end of 2030 in social

and environmental activities. Significant mandates won for Payment Platforms and named best bank for cash management globally by

Global Finance.

• New Zealand made significant progress on the Ngā Tapuwae program (to move ANZ NZ core to cloud and redesign business for greater

resilience, agility and lower cost) – the key enabler in making banking easier for customers in New Zealand. Delivered first Climate Related

Disclosure for New Zealand Climate standards.

1. 2. See footnotes over page.

62ANZ 2024 Annual Report

People & Culture20% weight: 100%/On Target

Key objectivesOutcomes

Establish an adaptable workforce and operating model that delivers innovation

and outcomes for our customers more quickly

BelowTargetAbove

Retain high performers (particularly those with the skills to support our business

transformation)

Maintain a purpose led culture, with strong employee engagement, and

improved diversity and inclusion

• Engagement continued to be very high (84% vs 87% in 2023). This engagement is evidenced beyond survey data in other measures such

as participation in the ‘Lead@ANZ program’ (over 75% of eligible leaders having commenced the program), around 1,300 engineers having

completed the ‘Engineering Career Pathways program’ and the number of staff who chose to be upskilled in ESG (3,249 completed the

‘ESG@ANZ learning program’).

• Retention of high performers was also strong, despite a more competitive employment market.

• A new Diversity and Inclusion (D&I) target was created in 2024 (aligned to our D&I strategy), and improvement from the baseline was positive.

We continued to make progress on Women in Leadership (38.8%, up from 37.3% in 2023) and also maintained our #1 ranking amongst

major bank peers in Glassdoor

3

employer of choice ratings.

Risk modifier0 to 110%: 90%/Below Target

Maintain risk discipline focused on good customer and regulatory outcomes

• Strong credit outcome with no material credit events recorded. Overall, credit and market risk has been well managed, and liquidity risk

remains appropriate.

• Ongoing progress in delivering key regulatory commitments and uplifting NFR management, however, the recent impost of an additional

$250m operational risk overlay on top of our current $500m overlay is acknowledged as a clear sign that we need to do more in this area,

and this will be a significant focus for 2025.

• The enterprise’s risk culture has been assessed as Needs Improvement in 2024. Regulatory concerns around our Markets business and

NFR management have contributed to this re-assessment. Importantly, a high ‘Speak Up’ index of 81% was achieved, reflecting sustained

efforts to encourage people to speak up and challenge each other respectfully.

• No repeat adverse audits, no material Risk Appetite Statement breaches, and no material overdue regulatory issues.

Overall Group Performance AssessmentAssessment: 90%/Below Target

Overall performance (excluding the impact of the Risk Modifier), is assessed at 99% or slightly below target, despite a challenging

economic and socio-political environment. This reflects our strong financial performance with all business lines each contributing strongly,

solid progress against our long-term strategic objectives, and good customer and people outcomes.

However, while ANZ delivered against the majority of the Group Scorecard objectives, the recent issues in the Markets business, and the

additional $250m capital overlay from APRA in response to concerns regarding NFR matters, resulted in the application of a Risk Modifier of

90%, and therefore an overall performance assessment for 2024 of 90% (rounded) or Below Target. The Board notes that STVR outcomes

for the CEO and Disclosed Executives also take into consideration performance against individual objectives.

1. Economic profit is a risk adjusted profit measure used to evaluate business unit performance and is not subject to audit by the external auditor. Economic profit is calculated via a

series of adjustments to cash profit with the economic credit cost adjustment replacing the accounting credit loss charge; the inclusion of the benefit of imputation credits (measured

at 70% of Australian tax) and an adjustment to reflect the cost of capital. 2. Net Promoter Score (NPS) is a customer loyalty metric used globally to evaluate a company’s brand,

products or services. Net Promoter® and NPS® are registered trademarks and Net Promoter Score and Net Promoter System are trademarks of Bain & Company, Satmetrix Systems and

Fred Reichheld. 3. Glassdoor is a website where employees and former employees anonymously review companies and their management.

63Remuneration report

63

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

5.1.2 CEO and DEs STVR – 2024 outcomes
At the end of the financial year, the People & Culture Committee makes a recommendation to the Board for approval in respect of

STVR outcomes. STVR will vary up or down year-on-year, it is not guaranteed, and may range from zero to a maximum opportunity.

Where expectations are met, STVR is likely to be awarded around 80% of maximum opportunity. Where performance is below

expectations, STVR will be less (potentially down to zero), and where above expectations, STVR will be more (potentially up to

maximum opportunity). The degree of variance in individual STVR outcomes for Disclosed Executives reflects the weighting of the

Group component (i.e., roles with 50% Group weighting will generally have less differentiation), and relative performance of the

different areas/individuals.

Summary of how the 2024 overall performance assessment has impacted the STVR Allocation

2024 remuneration outcomes reflect both the overall performance of the Group and the performance of each individual/Division.

The following provides a summary of how the performance assessment has been impacted as a result of the Markets and NFR

matters, and therefore the resulting impact on the 2024 awarded STVR.

2024 STVR Allocation (Target: 80%; Max: 100% as % of FR)

1. The term ‘accountability’ is used in the broader sense – i.e., taken to mean that the CEO/Disclosed Executives are ultimately responsible for the effective management of risk and the

performance of the bank, and therefore should bear appropriate consequences for the impacts of the matters. As used in this report, the term should not be taken to mean

accountability under FAR, unless otherwise stated. Where referring to FAR accountability, the term ‘Accountability’ will be capitalised.

The STVR awarded tables show a year-on-year comparison of STVR awarded to the CEO, and Disclosed Executives for the 2023 and

2024 performance periods. STVR awarded reflects actual cash and the deferred shares component of STVR awarded in respect of the

relevant financial year. As non-cash components are subject to future vesting outcomes, the awarded value may be higher or lower

than the future realised value.

Awarded

STVR

Current Fixed

Remuneration

STVR Target

(80%)

Additional downward

Board discretion applied

to select individuals,

to ensure a fair and

proportionate STVR

outcome with respect to

executive accountability

1


for the Markets and

NFR matters

+ / - Adjustment

(if applicable)

Board

discretion

Awarded

STVR

Group Risk modifier adjusted

Individual Risk

outcome adjusted


All DEs impacted

ANZ Group Scorecard

assessment %

Divisional Scorecard

assessment %

Overall Performance

Assessment %

64ANZ 2024 Annual Report

Awarded STVR in the relevant financial year – CEO

Actual STVRSTVR as % of

Financial year

STVR maximum

opportunity

$

Total STVR

$

STVR cash

$

STVR deferred

shares

$

Target

opportunity

Maximum

opportunity

CEO

S Elliott2024 2,500,000 1,300,000 650,000 650,000 65%52%

2023 2,500,000 2,400,000 1,160,000 1,240,000 120%96%

Board assessment of CEO

Leadership Modifier

The CEO has delivered well against the

key factors forming part of the CEO

Leadership Modifier.

1. Led/driven performance against

the ANZ Group Scorecard

The CEO’s leadership of the bank’s key

priorities resulted in strong progress

against ANZ’s longer term strategy, and

good overall performance against 2024

objectives (Section 5.1.1). Key leadership

highlights include:

• Final approval and acquisition of

Suncorp Bank

• The ongoing successful rollout of ANZ

Plus with strong adoption numbers,

FUM growth and NPS, although

acknowledging the slower than

planned progress in some areas

(e.g., home loans)

• Exceeding many ESG targets

• Significant productivity saves, to enable

investment in key platforms for long

term success

While 2024 has been a year of many

successful achievements, the Board’s

reduction to the Risk Modifier resulted in

a Below Target Group Scorecard

assessment overall.

2. ANZ values/behaviours

The CEO’s personal role modelling of the

ANZ values and behaviours is exemplary,

and as a result he is highly respected by

ANZ staff and regarded as an authentic

leader. Externally, the CEO demonstrates

industry leadership on a range of matters,

including his advocacy on making banking

more accessible to the general population,

along with his regular engagement with

non-profit partners and community groups.

3. Individual risk/compliance assessment

The CEO actively leads, encourages and

cultivates a culture where people seek to

understand, measure and proactively

manage risk and compliance matters.

He sets the tone from the top regarding

the importance of risk management and

speak up culture across the bank, as

evidenced by the improvement from 83%

to 88% for the response to “At ANZ there

are appropriate risk consequences when

risk management processes and

behaviours are not followed.” While the

CEO is ultimately accountable for the

Markets and NFR matters, he has provided

strong positive leadership in response to

each matter.

Board discretion

While on balance the CEO’s performance

against the ‘what’ and ‘how’ assessments

were good, the Markets and NFR matters

have impacted ANZ’s reputation, the

confidence of customers, shareholders

and regulators, and increased the risk

capital overlay on ANZ by $250m. As a

result, the Board has applied its discretion

to ensure a fair and proportionate

performance and STVR outcome for the

CEO, given he has ultimate accountability

for these matters.

CEO

The Board determined that an STVR outcome of $1.3m (65% of target/52% of maximum opportunity) was appropriate for 2024 having

regard to the overall performance of the Group, the CEO Leadership Modifier, and the Board’s application of downward adjustment due

to risk and reputation considerations arising from the Markets and NFR matters. As a result, the CEO’s STVR outcome is down 46%

year-on-year.

The Board assessed the CEO’s 2024 performance as follows:

‘What’ assessment‘How’ assessment

Basis for:Assessed as:Basis for:Assessed as:

ANZ Group Scorecard

(Section 5.1.1)

(100% weighting)

90%/

Below Target

CEO Leadership Modifier

(see below)

Overall: Met

1. Led/driven performance against the ANZ Group

Scorecard (including leadership of personal

objectives aligned to the ANZ Group Scorecard)

Met

2. ANZ values/behavioursRole Modelled

3. Individual risk/compliance assessmentConsistently demonstrated

Board discretion: Downward adjustment to reflect impacts arising from the Markets and NFR matters

Overall performance assessment of 65% of target aligned to STVR outcome

65Remuneration report

64ANZ 2024 Annual Report

5.1.2 CEO and DEs STVR – 2024 outcomes
At the end of the financial year, the People & Culture Committee makes a recommendation to the Board for approval in respect of

STVR outcomes. STVR will vary up or down year-on-year, it is not guaranteed, and may range from zero to a maximum opportunity.

Where expectations are met, STVR is likely to be awarded around 80% of maximum opportunity. Where performance is below

expectations, STVR will be less (potentially down to zero), and where above expectations, STVR will be more (potentially up to

maximum opportunity). The degree of variance in individual STVR outcomes for Disclosed Executives reflects the weighting of the

Group component (i.e., roles with 50% Group weighting will generally have less differentiation), and relative performance of the

different areas/individuals.

Summary of how the 2024 overall performance assessment has impacted the STVR Allocation

2024 remuneration outcomes reflect both the overall performance of the Group and the performance of each individual/Division.

The following provides a summary of how the performance assessment has been impacted as a result of the Markets and NFR

matters, and therefore the resulting impact on the 2024 awarded STVR.

2024 STVR Allocation (Target: 80%; Max: 100% as % of FR)

1. The term ‘accountability’ is used in the broader sense – i.e., taken to mean that the CEO/Disclosed Executives are ultimately responsible for the effective management of risk and the

performance of the bank, and therefore should bear appropriate consequences for the impacts of the matters. As used in this report, the term should not be taken to mean

accountability under FAR, unless otherwise stated. Where referring to FAR accountability, the term ‘Accountability’ will be capitalised.

The STVR awarded tables show a year-on-year comparison of STVR awarded to the CEO, and Disclosed Executives for the 2023 and

2024 performance periods. STVR awarded reflects actual cash and the deferred shares component of STVR awarded in respect of the

relevant financial year. As non-cash components are subject to future vesting outcomes, the awarded value may be higher or lower

than the future realised value.

Awarded

STVR

Current Fixed

Remuneration

STVR Target

(80%)

Additional downward

Board discretion applied

to select individuals,

to ensure a fair and

proportionate STVR

outcome with respect to

executive accountability

1


for the Markets and

NFR matters

+ / - Adjustment

(if applicable)

Board

discretion

Awarded

STVR

Group Risk modifier adjusted

Individual Risk

outcome adjusted

All DEs impacted

ANZ Group Scorecard

assessment %

Divisional Scorecard

assessment %

Overall Performance

Assessment %

64ANZ 2024 Annual Report

Awarded STVR in the relevant financial year – CEO

Actual STVRSTVR as % of

Financial year

STVR maximum

opportunity

$

Total STVR

$

STVR cash

$

STVR deferred

shares

$

Target

opportunity

Maximum

opportunity

CEO

S Elliott2024 2,500,000 1,300,000 650,000 650,000 65%52%

2023 2,500,000 2,400,000 1,160,000 1,240,000 120%96%

Board assessment of CEO

Leadership Modifier

The CEO has delivered well against the

key factors forming part of the CEO

Leadership Modifier.

1. Led/driven performance against

the ANZ Group Scorecard

The CEO’s leadership of the bank’s key

priorities resulted in strong progress

against ANZ’s longer term strategy, and

good overall performance against 2024

objectives (Section 5.1.1). Key leadership

highlights include:

• Final approval and acquisition of

Suncorp Bank

• The ongoing successful rollout of ANZ

Plus with strong adoption numbers,

FUM growth and NPS, although

acknowledging the slower than

planned progress in some areas

(e.g., home loans)

• Exceeding many ESG targets

• Significant productivity saves, to enable

investment in key platforms for long

term success

While 2024 has been a year of many

successful achievements, the Board’s

reduction to the Risk Modifier resulted in

a Below Target Group Scorecard

assessment overall.

2. ANZ values/behaviours

The CEO’s personal role modelling of the

ANZ values and behaviours is exemplary,

and as a result he is highly respected by

ANZ staff and regarded as an authentic

leader. Externally, the CEO demonstrates

industry leadership on a range of matters,

including his advocacy on making banking

more accessible to the general population,

along with his regular engagement with

non-profit partners and community groups.

3. Individual risk/compliance assessment

The CEO actively leads, encourages and

cultivates a culture where people seek to

understand, measure and proactively

manage risk and compliance matters.

He sets the tone from the top regarding

the importance of risk management and

speak up culture across the bank, as

evidenced by the improvement from 83%

to 88% for the response to “At ANZ there

are appropriate risk consequences when

risk management processes and

behaviours are not followed.” While the

CEO is ultimately accountable for the

Markets and NFR matters, he has provided

strong positive leadership in response to

each matter.

Board discretion

While on balance the CEO’s performance

against the ‘what’ and ‘how’ assessments

were good, the Markets and NFR matters

have impacted ANZ’s reputation, the

confidence of customers, shareholders

and regulators, and increased the risk

capital overlay on ANZ by $250m. As a

result, the Board has applied its discretion

to ensure a fair and proportionate

performance and STVR outcome for the

CEO, given he has ultimate accountability

for these matters.

CEO

The Board determined that an STVR outcome of $1.3m (65% of target/52% of maximum opportunity) was appropriate for 2024 having

regard to the overall performance of the Group, the CEO Leadership Modifier, and the Board’s application of downward adjustment due

to risk and reputation considerations arising from the Markets and NFR matters. As a result, the CEO’s STVR outcome is down 46%

year-on-year.

The Board assessed the CEO’s 2024 performance as follows:

‘What’ assessment‘How’ assessment

Basis for:Assessed as:Basis for:Assessed as:

ANZ Group Scorecard

(Section 5.1.1)

(100% weighting)

90%/

Below Target

CEO Leadership Modifier

(see below)

Overall: Met

1. Led/driven performance against the ANZ Group

Scorecard (including leadership of personal

objectives aligned to the ANZ Group Scorecard)

Met

2. ANZ values/behavioursRole Modelled

3. Individual risk/compliance assessmentConsistently demonstrated

Board discretion: Downward adjustment to reflect impacts arising from the Markets and NFR matters

Overall performance assessment of 65% of target aligned to STVR outcome

65Remuneration report

65

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Awarded STVR in the relevant financial year – Disclosed Executives
Actual STVRSTVR as % of

Financial

year

STVR maximum

opportunity

$

Total STVR

$

STVR cash

$

STVR deferred

shares

$

Target

opportunity

Maximum

opportunity

Current Disclosed Executives

M Carnegie2024 1,300,000 865,000 432,500 432,500 83%67%

2023 1,250,000 1,100,000 550,000 550,000 110%88%

E Clements

1

2024 784,000 470,400 235,200 235,200 75%60%

K Corbally2024 1,300,000 624,000 312,000 312,000 60%48%

2023 1,250,000 1,065,000 532,500 532,500 107%85%

F Faruqui2024 1,275,000 885,000 442,500 442,500 87%69%

2023 1,250,000 1,200,000 600,000 600,000 120%96%

G Florian2024 1,262,500 865,000 432,500 432,500 86%69%

2023 1,250,000 995,000 497,500 497,500 100%80%

C Morgan

1

2024 1,135,000 650,000 325,000 325,000 72%57%

2023 627,000 500,000 250,000 250,000 100%80%

A Strong

1

2024 850,000 580,000 290,000 290,000 85%68%

2023 690,000 630,200 315,100 315,100 114%91%

A Watson

2

2024 1,129,635 797,660 398,830 398,830 88%71%

2023 1,106,505 945,140 472,570 472,570 107%85%

M Whelan2024 1,500,000 595,000 297,500 297,500 50%40%

2023 1,460,000 1,460,000 730,000 730,000 125%100%

Former Disclosed Executives

R Howell

1

2024 21,490 n/a n/a n/a n/an/a

2023 348,068 300,000 180,000 120,000 108%86%

1. STVR based on time as a Disclosed Executive in either 2023 (C Morgan, A Strong, R Howell) or 2024 (E Clements, R Howell). 2. Paid in NZD and converted to AUD. Year to date

average exchange rate used to convert NZD to AUD as at 30 September for the relevant year.

5.2 Long term variable remuneration (LTVR)

LTVR reinforces the focus on achieving longer term strategic objectives, driving outperformance relative to peers, and creating long-

term sustained value for all stakeholders. LTVR will be awarded based on full opportunity unless the LTVR restricted rights pre grant

assessment results in any reduction (and is also subject to shareholder approval for the CEO).

Disclosed Executives

STVR outcomes for Disclosed Executives

continue to differ both year-on-year

and between executives demonstrating

the variability in Group and individual

performance year-on-year and the at risk

nature of this element of remuneration

(i.e., it is not guaranteed and may be

adjusted up or down ranging from

zero to a maximum opportunity).

In 2024, STVR outcomes for all Disclosed

Executives have been impacted by the

Markets and NFR matters (i.e., down 29%

on average year-on-year for those in role

for a full year in 2023 and 2024), due to the:

• impact of the Risk Modifier outcome on

the Group Scorecard assessment; and

• the application of a -20% individual Risk

Modifier adjustment for most Disclosed

Executives to reflect collective executive

accountability for the NFR challenges.

The risk assessment impact was greatest

for the CRO and GE, Institutional to reflect

their greater overall accountability for

these matters (i.e., issues took place

within their area of control and influence),

resulting in an average STVR reduction

of 50% year-on-year.

The average STVR outcome for current

Disclosed Executives is 75% of target

(60% of maximum opportunity). This

reflects both the overall assessment of

ANZ Group performance as Below Target

(Section 5.1.1), which is weighted 25% or

50%, and also individual performance

(Section 4.4.2) which is weighted 75% or

50% depending on role. Outcomes range

from 50% to 88% of target (or 40% to

71% of maximum opportunity).

To ensure an overall fair and proportionate

consequence for the Markets and NFR

matters, downward Board discretion was

applied to STVR outcomes for select

individuals (refer to Section 6 for

consequence considerations).

The 2024 STVR awarded outcome for

E Clements is based on her time as a

Disclosed Executive during 2024. R Howell

was awarded nil STVR for the 8 days he

was a Disclosed Executive during 2024.

66ANZ 2024 Annual Report

A pre vest assessment will determine the number of restricted rights that ultimately vest, and performance against TSR hurdles will

determine the level of vesting of performance rights and subsequent value of performance rights at the end of the performance period.

LTVR (restricted rights and performance rights) is designed to strengthen the alignment of executive interests with shareholders, and

performance rights provide a strong link between the reward for executive performance and TSR returns over the next four-year period.

5.2.1 CEO and DEs

1

LTVR – 2024 outcomes

2024 Awarded LTVR and pre grant assessment outcome

Following completion of the 2024 LTVR pre grant assessment, based on its outcome in October 2023, the Board determined that the

2024 LTVR (awarded at the start of the 2024 financial year) should be awarded at full opportunity to Disclosed Executives (November

2023) and the CEO (December 2023 post AGM).

The restricted rights component of LTVR was subject to a pre grant assessment by the Board which determined that the award should

be made at full value (i.e., no reduction); and will be subject to a pre vest assessment by the Board of non-financial measures at the end

of the four-year performance period to determine whether the restricted rights should vest in full.

Restricted rights 2024 pre grant assessment (Section 9.1.1)

StepActionOutcome

Step 1Assess Prudential SoundnessMet

Step 2Assess Risk MeasuresMet

Step 3Apply Board discretionNo adjustment

Pre grant assessment outcome100%

CEO LTVR: Shareholders approved at the 2023 AGM a 2024 LTVR award of $3,375,000 (135% of FR), delivered in the form of 50%

restricted rights and 50% performance rights.

Disclosed Executives LTVR: 2024 LTVR awarded at full opportunity (135% of FR, and 100% for the CRO). Note that R Howell was not

eligible in his acting capacity. Section 4.3 outlines delivery details.

2024 Awarded LTVR – CEO and Disclosed Executives

2024 LTVR Allocation (Full Opportunity

1

: 135% of FR; 2024 LTVR awarded at 100% of Full Opportunity)

Overall

135%

of FR

2024 Fixed

Remuneration

2024 Fixed

Remuneration

LTVR Restricted

Rights opportunity

(67.5%)

2024 Pre grant

assessment

Outcome: 100%

LTVR

Restricted Rights Allocation:

67.5% of Fixed Remuneration

LTVR

Performance Rights Allocation:

67.5% of Fixed Remuneration

LTVR Performance

Rights opportunity

(67.5%)

1. CRO role: Full opportunity at 100% of Fixed Remuneration and delivered wholly in restricted rights.

Actual LTVR

1

Total LTVR

1

$

LTVR

restricted rights

$

LTVR

performance rights

$

CEO and Current Disclosed Executives

S Elliott 3,375,000 1,687,500 1,687,500

M Carnegie 1,755,000 877,500 877,500

E Clements 1,080,000 540,000 540,000

K Corbally 1,300,000 1,300,000 -

F Faruqui 1,721,250 860,625 860,625

G Florian 1,704,375 852,188 852,188

C Morgan 1,532,250 766,125 766,125

A Strong 1,147,500 573,750 573,750

A Watson

2

1,524,903 762,451 762,451

M Whelan 2,025,000 1,012,500 1,012,500

1. LTVR full opportunity based on FR at start of financial year. 2. Awarded in NZD and converted to AUD.

Year to date average exchange rate used to convert NZD to AUD as at 30 September for the relevant year.

67Remuneration report

66ANZ 2024 Annual Report

Awarded STVR in the relevant financial year – Disclosed Executives
Actual STVRSTVR as % of

Financial

year

STVR maximum

opportunity

$

Total STVR

$

STVR cash

$

STVR deferred

shares

$

Target

opportunity

Maximum

opportunity

Current Disclosed Executives

M Carnegie2024 1,300,000 865,000 432,500 432,500 83%67%

2023 1,250,000 1,100,000 550,000 550,000 110%88%

E Clements

1

2024 784,000 470,400 235,200 235,200 75%60%

K Corbally2024 1,300,000 624,000 312,000 312,000 60%48%

2023 1,250,000 1,065,000 532,500 532,500 107%85%

F Faruqui2024 1,275,000 885,000 442,500 442,500 87%69%

2023 1,250,000 1,200,000 600,000 600,000 120%96%

G Florian2024 1,262,500 865,000 432,500 432,500 86%69%

2023 1,250,000 995,000 497,500 497,500 100%80%

C Morgan

1

2024 1,135,000 650,000 325,000 325,000 72%57%

2023 627,000 500,000 250,000 250,000 100%80%

A Strong

1

2024 850,000 580,000 290,000 290,000 85%68%

2023 690,000 630,200 315,100 315,100 114%91%

A Watson

2

2024 1,129,635 797,660 398,830 398,830 88%71%

2023 1,106,505 945,140 472,570 472,570 107%85%

M Whelan2024 1,500,000 595,000 297,500 297,500 50%40%

2023 1,460,000 1,460,000 730,000 730,000 125%100%

Former Disclosed Executives

R Howell

1

2024 21,490 n/a n/a n/a n/an/a

2023 348,068 300,000 180,000 120,000 108%86%

1. STVR based on time as a Disclosed Executive in either 2023 (C Morgan, A Strong, R Howell) or 2024 (E Clements, R Howell). 2. Paid in NZD and converted to AUD. Year to date

average exchange rate used to convert NZD to AUD as at 30 September for the relevant year.

5.2 Long term variable remuneration (LTVR)

LTVR reinforces the focus on achieving longer term strategic objectives, driving outperformance relative to peers, and creating long-

term sustained value for all stakeholders. LTVR will be awarded based on full opportunity unless the LTVR restricted rights pre grant

assessment results in any reduction (and is also subject to shareholder approval for the CEO).

Disclosed Executives

STVR outcomes for Disclosed Executives

continue to differ both year-on-year

and between executives demonstrating

the variability in Group and individual

performance year-on-year and the at risk

nature of this element of remuneration

(i.e., it is not guaranteed and may be

adjusted up or down ranging from

zero to a maximum opportunity).

In 2024, STVR outcomes for all Disclosed

Executives have been impacted by the

Markets and NFR matters (i.e., down 29%

on average year-on-year for those in role

for a full year in 2023 and 2024), due to the:

• impact of the Risk Modifier outcome on

the Group Scorecard assessment; and

• the application of a -20% individual Risk

Modifier adjustment for most Disclosed

Executives to reflect collective executive

accountability for the NFR challenges.

The risk assessment impact was greatest

for the CRO and GE, Institutional to reflect

their greater overall accountability for

these matters (i.e., issues took place

within their area of control and influence),

resulting in an average STVR reduction

of 50% year-on-year.

The average STVR outcome for current

Disclosed Executives is 75% of target

(60% of maximum opportunity). This

reflects both the overall assessment of

ANZ Group performance as Below Target

(Section 5.1.1), which is weighted 25% or

50%, and also individual performance

(Section 4.4.2) which is weighted 75% or

50% depending on role. Outcomes range

from 50% to 88% of target (or 40% to

71% of maximum opportunity).

To ensure an overall fair and proportionate

consequence for the Markets and NFR

matters, downward Board discretion was

applied to STVR outcomes for select

individuals (refer to Section 6 for

consequence considerations).

The 2024 STVR awarded outcome for

E Clements is based on her time as a

Disclosed Executive during 2024. R Howell

was awarded nil STVR for the 8 days he

was a Disclosed Executive during 2024.

66ANZ 2024 Annual Report

A pre vest assessment will determine the number of restricted rights that ultimately vest, and performance against TSR hurdles will

determine the level of vesting of performance rights and subsequent value of performance rights at the end of the performance period.

LTVR (restricted rights and performance rights) is designed to strengthen the alignment of executive interests with shareholders, and

performance rights provide a strong link between the reward for executive performance and TSR returns over the next four-year period.

5.2.1 CEO and DEs

1

LTVR – 2024 outcomes

2024 Awarded LTVR and pre grant assessment outcome

Following completion of the 2024 LTVR pre grant assessment, based on its outcome in October 2023, the Board determined that the

2024 LTVR (awarded at the start of the 2024 financial year) should be awarded at full opportunity to Disclosed Executives (November

2023) and the CEO (December 2023 post AGM).

The restricted rights component of LTVR was subject to a pre grant assessment by the Board which determined that the award should

be made at full value (i.e., no reduction); and will be subject to a pre vest assessment by the Board of non-financial measures at the end

of the four-year performance period to determine whether the restricted rights should vest in full.

Restricted rights 2024 pre grant assessment (Section 9.1.1)

StepActionOutcome

Step 1Assess Prudential SoundnessMet

Step 2Assess Risk MeasuresMet

Step 3Apply Board discretionNo adjustment

Pre grant assessment outcome100%

CEO LTVR: Shareholders approved at the 2023 AGM a 2024 LTVR award of $3,375,000 (135% of FR), delivered in the form of 50%

restricted rights and 50% performance rights.

Disclosed Executives LTVR: 2024 LTVR awarded at full opportunity (135% of FR, and 100% for the CRO). Note that R Howell was not

eligible in his acting capacity. Section 4.3 outlines delivery details.

2024 Awarded LTVR – CEO and Disclosed Executives

2024 LTVR Allocation (Full Opportunity

1

: 135% of FR; 2024 LTVR awarded at 100% of Full Opportunity)

Overall

135%

of FR

2024 Fixed

Remuneration

2024 Fixed

Remuneration

LTVR Restricted

Rights opportunity

(67.5%)

2024 Pre grant

assessment

Outcome: 100%

LTVR

Restricted Rights Allocation:

67.5% of Fixed Remuneration

LTVR

Performance Rights Allocation:

67.5% of Fixed Remuneration

LTVR Performance

Rights opportunity

(67.5%)

1. CRO role: Full opportunity at 100% of Fixed Remuneration and delivered wholly in restricted rights.

Actual LTVR

1

Total LTVR

1

$

LTVR

restricted rights

$

LTVR

performance rights

$

CEO and Current Disclosed Executives

S Elliott 3,375,000 1,687,500 1,687,500

M Carnegie 1,755,000 877,500 877,500

E Clements 1,080,000 540,000 540,000

K Corbally 1,300,000 1,300,000 -

F Faruqui 1,721,250 860,625 860,625

G Florian 1,704,375 852,188 852,188

C Morgan 1,532,250 766,125 766,125

A Strong 1,147,500 573,750 573,750

A Watson

2

1,524,903 762,451 762,451

M Whelan 2,025,000 1,012,500 1,012,500

1. LTVR full opportunity based on FR at start of financial year. 2. Awarded in NZD and converted to AUD.

Year to date average exchange rate used to convert NZD to AUD as at 30 September for the relevant year.

67Remuneration report

67

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

2024 Received LTVR
2019 performance rights granted to the CEO in December 2019 and Disclosed Executives (excluding the CRO) in November 2019,

reached the end of their performance period in November 2023. Based on performance against hurdles, 100% of the performance

rights lapsed and executives received no value from this award.

Performance rights vesting outcomes

Over four years

HurdleGrant date

1

First date

exercisable

1

ANZ TSR/

CAGR

2

TSR

Median TSR/

CAGR

2

TSR

threshold

target

Upper quartile

TSR/CAGR

2


TSR maximum

target% vested

Overall

performance

rights

outcome

75% relative TSR

Select Financial Services (SFS)

comparator group

22-Nov-1922-Nov-2312.32%18.64%47.58%0%

100% lapsed

25% absolute CAGR

2

TSR22-Nov-1922-Nov-232.95%8.5%12.75%0%

1. Grant date for the CEO was 17 December 2019, and date first exercisable was 17 December 2023. The CEO’s performance period was the same as the performance period for

Disclosed Executives. 2. Compound Annual Growth Rate (CAGR).

5.2.2 CEO and DEs

1

LTVR – 2025 outcomes

Following completion of the 2025 LTVR pre grant assessment, the Board determined in October 2024 that the 2025 LTVR restricted

rights (50% of full LTVR opportunity), should be awarded at 90% of full opportunity to Disclosed Executives (November 2024) and the

CEO (December 2024 post AGM) due to risk considerations.

This adjustment formed part of a holistic assessment (i.e., including consideration of risk adjustments impacting STVR), to

ensure a proportionate collective impact for the NFR matters contributing to the additional capital overlay (Section 6). This

would result in a total 2025 LTVR award (awarded at the start of the 2025 financial year) at 95% of full opportunity (90% of full

opportunity for the CRO, whose LTVR is delivered wholly in restricted rights).

The restricted rights component of LTVR was subject to a pre grant assessment by the Board (outcomes are summarised below); and

will be subject to a pre vest assessment by the Board of non-financial measures at the end of the four-year performance period to

determine whether the restricted rights should vest in full.

Restricted rights 2025 pre grant assessment (Section 9.1.1)

StepActionOutcome

Step 1Assess Prudential SoundnessMet

Step 2Assess Risk MeasuresNot met

Step 3Apply Board discretionNo adjustment

Pre grant assessment outcome90%

The performance rights component of LTVR is subject to TSR hurdles, which will determine the level of vesting and subsequent value

of performance rights at the end of the performance period.

CEO LTVR: 2025 LTVR subject to shareholder approval at the 2024 AGM – 2025 LTVR award of $3,206,250 (128.25% of FR), delivered

in the form of 47% restricted rights and 53% performance rights.

Disclosed Executives LTVR: 2025 LTVR awarded at 90% of their full opportunity (128.25% of FR, and 90% for the CRO), delivered as part

restricted rights and part performance rights (except for the CRO whose LTVR is delivered wholly in restricted rights).

1. See footnote over page.

68ANZ 2024 Annual Report

2025 LTVR Allocation (Full Opportunity

1

: 135% of FR; 2025 LTVR awarded at 95% of Full Opportunity)

Overall

128.25%

(95% of full

opportunity)

Overall

128.25%

of FR

(95% of full

opportunity)

2025 Fixed

Remuneration

2025 Fixed

Remuneration

LTVR Restricted

Rights opportunity

(67.5%)

2025 Pre grant

assessment

Outcome: 90%

2

LTVR

Restricted Rights Allocation:

60.75% of Fixed Remuneration

LTVR

Performance Rights Allocation:

67.5% of Fixed Remuneration

LTVR Performance

Rights opportunity

(67.5%)

1. CRO role: Full opportunity at 100% of Fixed Remuneration, overall awarded at 90% of full opportunity (as delivered wholly in restricted rights). 2. Downward adjustment

due to risk considerations in 2024. All DEs impacted.

5.3 2024 Received remuneration

This table shows the remuneration the CEO and Disclosed Executives actually received in relation to the 2024 financial year as cash

paid, or in the case of prior equity awards, the value which vested in 2024.

FR adjustments were received by Disclosed Executives effective 1 October 2023 to maintain or improve market positioning, approved

by the Board in October 2023. There were no other adjustments to FR for Disclosed Executives in 2024.

2024 Received remuneration – CEO and Disclosed Executives:

Received value includes the value of prior equity awards which vested in that year

Fixed

remuneration

$

Cash variable

remuneration

$

Total cash

$

Deferred variable

remuneration

which vested

during the year

1

$

Other deferred

remuneration

which vested

during the year

1

$

Actual

remuneration

received

2

$

Deferred variable

remuneration

which lapsed/

forfeited during

the year

1,3

$

CEO and Current Disclosed Executives

S Elliott 2,500,000 650,000 3,150,000 958,134 - 4,108,134 (4,297,414)

M Carnegie

4

1,300,000 432,500 1,732,500 526,735 - 2,259,235 (992,392)

E Clements

5

784,000 235,200 1,019,200 196,188 - 1,215,388 -

K Corbally

4

1,300,000 312,000 1,612,000 1,057,966 - 2,669,966 -

F Faruqui

4

1,275,000 442,500 1,717,500 697,515 - 2,415,015 (1,680,521)

G Florian

4

1,262,500 432,500 1,695,000 516,838 - 2,211,838 (562,329)

C Morgan

4,6

1,135,000 325,000 1,460,000 - 242,326 1,702,326 -

A Strong

4

850,000 290,000 1,140,000 329,428 - 1,469,428 -

A Watson

4,7

1,129,635 398,830 1,528,465 584,674 - 2,113,139 -

M Whelan

4

1,500,000 297,500 1,797,500 656,862 - 2,454,362 (1,753,220)

Former Disclosed Executives

R Howell

5

14,327 n/a 14,327 - - 14,327 -

1. Deferred variable remuneration which either vested or lapsed/forfeited during the year is the point in time value of previously deferred remuneration granted as deferred shares,

deferred share rights and/or restricted rights/performance rights, and is based on the one day Volume Weighted Average Price (VWAP) of the Company’s shares traded on the ASX on

the date of vesting or lapsing/forfeiture multiplied by the number of deferred shares/deferred share rights and/or restricted rights/performance rights. 2. The sum of fixed remuneration,

cash variable remuneration and deferred variable remuneration which vested during the year. 3. The lapsed/forfeited values relate to 100% of the performance rights awarded in

November/December 2019 lapsing in November/December 2023 due to the performance hurdles not being met. 4. Fixed remuneration reflects increases applied from 1 October

2023 to maintain or improve market positioning (M Carnegie, K Corbally, F Faruqui, G Florian, C Morgan, A Strong, A Watson, M Whelan). 5. Fixed remuneration based on time as a

Disclosed Executive (E Clements, R Howell). 6. Other deferred remuneration for C Morgan relates to deferred remuneration forfeited and bonus opportunity forgone as a result of joining

ANZ, that was deferred in prior years as deferred shares and vested during the year. 7. Paid in NZD and converted to AUD. Year to date average exchange rate used to convert NZD to

AUD as at 30 September for the relevant year.

69Remuneration report

68ANZ 2024 Annual Report

2024 Received LTVR
2019 performance rights granted to the CEO in December 2019 and Disclosed Executives (excluding the CRO) in November 2019,

reached the end of their performance period in November 2023. Based on performance against hurdles, 100% of the performance

rights lapsed and executives received no value from this award.

Performance rights vesting outcomes

Over four years

HurdleGrant date

1

First date

exercisable

1

ANZ TSR/

CAGR

2

TSR

Median TSR/

CAGR

2

TSR

threshold

target

Upper quartile

TSR/CAGR

2


TSR maximum

target% vested

Overall

performance

rights

outcome

75% relative TSR

Select Financial Services (SFS)

comparator group

22-Nov-1922-Nov-2312.32%18.64%47.58%0%

100% lapsed

25% absolute CAGR

2

TSR22-Nov-1922-Nov-232.95%8.5%12.75%0%

1. Grant date for the CEO was 17 December 2019, and date first exercisable was 17 December 2023. The CEO’s performance period was the same as the performance period for

Disclosed Executives. 2. Compound Annual Growth Rate (CAGR).

5.2.2 CEO and DEs

1

LTVR – 2025 outcomes

Following completion of the 2025 LTVR pre grant assessment, the Board determined in October 2024 that the 2025 LTVR restricted

rights (50% of full LTVR opportunity), should be awarded at 90% of full opportunity to Disclosed Executives (November 2024) and the

CEO (December 2024 post AGM) due to risk considerations.

This adjustment formed part of a holistic assessment (i.e., including consideration of risk adjustments impacting STVR), to

ensure a proportionate collective impact for the NFR matters contributing to the additional capital overlay (Section 6). This

would result in a total 2025 LTVR award (awarded at the start of the 2025 financial year) at 95% of full opportunity (90% of full

opportunity for the CRO, whose LTVR is delivered wholly in restricted rights).

The restricted rights component of LTVR was subject to a pre grant assessment by the Board (outcomes are summarised below); and

will be subject to a pre vest assessment by the Board of non-financial measures at the end of the four-year performance period to

determine whether the restricted rights should vest in full.

Restricted rights 2025 pre grant assessment (Section 9.1.1)

StepActionOutcome

Step 1Assess Prudential SoundnessMet

Step 2Assess Risk MeasuresNot met

Step 3Apply Board discretionNo adjustment

Pre grant assessment outcome90%

The performance rights component of LTVR is subject to TSR hurdles, which will determine the level of vesting and subsequent value

of performance rights at the end of the performance period.

CEO LTVR: 2025 LTVR subject to shareholder approval at the 2024 AGM – 2025 LTVR award of $3,206,250 (128.25% of FR), delivered

in the form of 47% restricted rights and 53% performance rights.

Disclosed Executives LTVR: 2025 LTVR awarded at 90% of their full opportunity (128.25% of FR, and 90% for the CRO), delivered as part

restricted rights and part performance rights (except for the CRO whose LTVR is delivered wholly in restricted rights).

1. See footnote over page.

68ANZ 2024 Annual Report

2025 LTVR Allocation (Full Opportunity

1

: 135% of FR; 2025 LTVR awarded at 95% of Full Opportunity)

Overall

128.25%

(95% of full

opportunity)

Overall

128.25%

of FR

(95% of full

opportunity)

2025 Fixed

Remuneration

2025 Fixed

Remuneration

LTVR Restricted

Rights opportunity

(67.5%)

2025 Pre grant

assessment

Outcome: 90%

2

LTVR

Restricted Rights Allocation:

60.75% of Fixed Remuneration

LTVR

Performance Rights Allocation:

67.5% of Fixed Remuneration

LTVR Performance

Rights opportunity

(67.5%)

1. CRO role: Full opportunity at 100% of Fixed Remuneration, overall awarded at 90% of full opportunity (as delivered wholly in restricted rights). 2. Downward adjustment

due to risk considerations in 2024. All DEs impacted.

5.3 2024 Received remuneration

This table shows the remuneration the CEO and Disclosed Executives actually received in relation to the 2024 financial year as cash

paid, or in the case of prior equity awards, the value which vested in 2024.

FR adjustments were received by Disclosed Executives effective 1 October 2023 to maintain or improve market positioning, approved

by the Board in October 2023. There were no other adjustments to FR for Disclosed Executives in 2024.

2024 Received remuneration – CEO and Disclosed Executives:

Received value includes the value of prior equity awards which vested in that year

Fixed

remuneration

$

Cash variable

remuneration

$

Total cash

$

Deferred variable

remuneration

which vested

during the year

1

$

Other deferred

remuneration

which vested

during the year

1

$

Actual

remuneration

received

2

$

Deferred variable

remuneration

which lapsed/

forfeited during

the year

1,3

$

CEO and Current Disclosed Executives

S Elliott 2,500,000 650,000 3,150,000 958,134 - 4,108,134 (4,297,414)

M Carnegie

4

1,300,000 432,500 1,732,500 526,735 - 2,259,235 (992,392)

E Clements

5

784,000 235,200 1,019,200 196,188 - 1,215,388 -

K Corbally

4

1,300,000 312,000 1,612,000 1,057,966 - 2,669,966 -

F Faruqui

4

1,275,000 442,500 1,717,500 697,515 - 2,415,015 (1,680,521)

G Florian

4

1,262,500 432,500 1,695,000 516,838 - 2,211,838 (562,329)

C Morgan

4,6

1,135,000 325,000 1,460,000 - 242,326 1,702,326 -

A Strong

4

850,000 290,000 1,140,000 329,428 - 1,469,428 -

A Watson

4,7

1,129,635 398,830 1,528,465 584,674 - 2,113,139 -

M Whelan

4

1,500,000 297,500 1,797,500 656,862 - 2,454,362 (1,753,220)

Former Disclosed Executives

R Howell

5

14,327 n/a 14,327 - - 14,327 -

1. Deferred variable remuneration which either vested or lapsed/forfeited during the year is the point in time value of previously deferred remuneration granted as deferred shares,

deferred share rights and/or restricted rights/performance rights, and is based on the one day Volume Weighted Average Price (VWAP) of the Company’s shares traded on the ASX on

the date of vesting or lapsing/forfeiture multiplied by the number of deferred shares/deferred share rights and/or restricted rights/performance rights. 2. The sum of fixed remuneration,

cash variable remuneration and deferred variable remuneration which vested during the year. 3. The lapsed/forfeited values relate to 100% of the performance rights awarded in

November/December 2019 lapsing in November/December 2023 due to the performance hurdles not being met. 4. Fixed remuneration reflects increases applied from 1 October

2023 to maintain or improve market positioning (M Carnegie, K Corbally, F Faruqui, G Florian, C Morgan, A Strong, A Watson, M Whelan). 5. Fixed remuneration based on time as a

Disclosed Executive (E Clements, R Howell). 6. Other deferred remuneration for C Morgan relates to deferred remuneration forfeited and bonus opportunity forgone as a result of joining

ANZ, that was deferred in prior years as deferred shares and vested during the year. 7. Paid in NZD and converted to AUD. Year to date average exchange rate used to convert NZD to

AUD as at 30 September for the relevant year.

69Remuneration report

69

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Awarded ReceivedStatutory
Awarded remuneration reflects actual cash

and the deferred shares component of STVR

awarded in the year. As non-cash components

are subject to future vesting outcomes, the

awarded value may be higher or lower than the

future realised value.

Awarded remuneration is lower in 2024

(compared to 2023), due to the notably lower

STVR in 2024. Note, STVR is awarded at the

end of the year.

Received remuneration

reflects the actual

remuneration received in the

year (i.e., cash paid and the

value of previously awarded

STVR deferred shares and

LTVR performance rights

which vested in the year).

The amount received is lower

in 2024 (compared to 2023),

due to the notably lower STVR

in 2024.

Note that whilst all LTVR due

to vest in 2024 lapsed, for

comparative purposes, in 2023

there was no LTVR due to vest

as a result of changing from a

three to four-year performance

period in November 2019.

Statutory remuneration

reflects remuneration in

accordance with Australian

Accounting Standards which

includes FR and the amortised

accounting value of equity

based variable remuneration,

not the actual awarded or

received value in respect of

the relevant financial year

(i.e., includes the value of

STVR and LTVR expensed in

the year). This is different to

remuneration received in 2024

(which includes prior year

awards which vested).

Fixed

remuneration

$

STVR

$

LTVR

$

Total

remuneration

$

Total

remuneration

$

Total

remuneration

$

2024 2,500,000 1,300,000 3,375,000 7,175,000 4,108,134 5,699,642

2023 2,500,000 2,400,000 3,375,000 8,275,000 4,579,413 6,186,508

AwardedReceivedStatutory

5.4 2024 CEO remuneration comparison with prior years

CEO – Summary of 2023 and 2024 total remuneration

70ANZ 2024 Annual Report

6.1 Board considerations of

consequences for material

risk, audit and conduct events

Considerations regarding accountability

and consequences for our most senior

executives are considered and determined

by the People & Culture Committee and

Board, including the application of malus

and clawback (Section 4.5) for the CEO

and Disclosed Executives.

When determining consequences,

consideration is given to the level of

accountability, and the severity of the

issue, including customer impacts.

Consequences may include, for example,

one or more of the following: counselling,

formal warnings, impacts to in year

performance and remuneration outcomes

or application of malus to previously

deferred remuneration and ultimately

termination of employment or clawback

for the most serious issues.

As part of our standard process, reports

on the most material risk, audit and

conduct issues are presented to the

People & Culture, Risk and Audit

Committees at a joint meeting. This

information is considered by the Board

when considering the performance

of the Group, the ANZIP variable

remuneration pool for all employees and

in determining the performance and

remuneration outcomes of the CEO

and Disclosed Executives.

6.2 Additional Board

governance and oversight

regarding the Markets and

non-financial risk matters

in 2024

Further to consideration of material risk,

audit and conduct events, the Board put

in place in 2024 additional governance to

ensure it is well placed to determine

accountability consequences on issues

associated with the various Markets

matters. As part of the additional

governance, the Board also considered

ANZ’s NFR framework, particularly the

additional $250m capital overlay issued

by APRA.

In reviewing these matters, and to ensure

the application of fair and proportionate

consequences that are based on clearly

established evidence and facts, the Board:

• appointed its own independent legal

advisors to review material resulting

from three external reviews, and an

independent Markets expert to ensure

Board independence and that FAR

obligations had been met;

• established a sub-committee

consisting of the Board Chair and three

Board directors with experience in

Markets trading;

• spent considerable time deliberating

remuneration outcomes for the CEO

and Disclosed Executives taking into

consideration the findings from the

accountability reviews, and the fact that

the Executive Committee have collective

accountability for the performance of

the bank; and

• sought independent advice in relation

to the application of the remuneration

consequences for the CEO and

Disclosed Executives.

The Board views that relevant Executive

Committee members should bear

appropriate accountability for actions

and outcomes that took place within

their area of control or influence,

irrespective of whether they themselves

were personally involved or were

otherwise at fault, by virtue of their role

and seniority. Similarly, with respect to

the NFR matters, the Board considered

it appropriate to hold the Executive

Committee collectively accountable.

The Board has determined for the

CEO and Disclosed Executives, that the

deferred remuneration available in

November/December 2024, should vest

in full (subject to performance hurdles).

However, as investigations into the matters

above are ongoing, the Board view that

there is sufficient deferred remuneration

on-foot (Section 9.3), to apply downward

adjustment should further information

come to light that justifies the application

of additional consequences.

6. Accountability and Consequence Framework

6.1 Board considerations of consequences for

material risk, audit and conduct events

6.2 Additional Board governance and

oversight regarding the Markets and

non-financial risk matters in 2024

6.3 Summary of consequences applied

to the CEO and Disclosed Executives

6.4 Role of the Enterprise Accountability Group

6.5 Material positive risk events

6.6 Risk role models

6.7 Compliance with Prudential Standard

CPS 511 Remuneration

6.8 Evolving the Accountability &

Consequence Framework

6.9 Speak up culture

6.10 Application of consequences

71Remuneration report

70ANZ 2024 Annual Report

Awarded ReceivedStatutory
Awarded remuneration reflects actual cash

and the deferred shares component of STVR

awarded in the year. As non-cash components

are subject to future vesting outcomes, the

awarded value may be higher or lower than the

future realised value.

Awarded remuneration is lower in 2024

(compared to 2023), due to the notably lower

STVR in 2024. Note, STVR is awarded at the

end of the year.

Received remuneration

reflects the actual

remuneration received in the

year (i.e., cash paid and the

value of previously awarded

STVR deferred shares and

LTVR performance rights

which vested in the year).

The amount received is lower

in 2024 (compared to 2023),

due to the notably lower STVR

in 2024.

Note that whilst all LTVR due

to vest in 2024 lapsed, for

comparative purposes, in 2023

there was no LTVR due to vest

as a result of changing from a

three to four-year performance

period in November 2019.

Statutory remuneration

reflects remuneration in

accordance with Australian

Accounting Standards which

includes FR and the amortised

accounting value of equity

based variable remuneration,

not the actual awarded or

received value in respect of

the relevant financial year

(i.e., includes the value of

STVR and LTVR expensed in

the year). This is different to

remuneration received in 2024

(which includes prior year

awards which vested).

Fixed

remuneration

$

STVR

$

LTVR

$

Total

remuneration

$

Total

remuneration

$

Total

remuneration

$

2024 2,500,000 1,300,000 3,375,000 7,175,000 4,108,134 5,699,642

2023 2,500,000 2,400,000 3,375,000 8,275,000 4,579,413 6,186,508

AwardedReceivedStatutory

5.4 2024 CEO remuneration comparison with prior years

CEO – Summary of 2023 and 2024 total remuneration

70ANZ 2024 Annual Report

6.1 Board considerations of

consequences for material

risk, audit and conduct events

Considerations regarding accountability

and consequences for our most senior

executives are considered and determined

by the People & Culture Committee and

Board, including the application of malus

and clawback (Section 4.5) for the CEO

and Disclosed Executives.

When determining consequences,

consideration is given to the level of

accountability, and the severity of the

issue, including customer impacts.

Consequences may include, for example,

one or more of the following: counselling,

formal warnings, impacts to in year

performance and remuneration outcomes

or application of malus to previously

deferred remuneration and ultimately

termination of employment or clawback

for the most serious issues.

As part of our standard process, reports

on the most material risk, audit and

conduct issues are presented to the

People & Culture, Risk and Audit

Committees at a joint meeting. This

information is considered by the Board

when considering the performance

of the Group, the ANZIP variable

remuneration pool for all employees and

in determining the performance and

remuneration outcomes of the CEO

and Disclosed Executives.

6.2 Additional Board

governance and oversight

regarding the Markets and

non-financial risk matters

in 2024

Further to consideration of material risk,

audit and conduct events, the Board put

in place in 2024 additional governance to

ensure it is well placed to determine

accountability consequences on issues

associated with the various Markets

matters. As part of the additional

governance, the Board also considered

ANZ’s NFR framework, particularly the

additional $250m capital overlay issued

by APRA.

In reviewing these matters, and to ensure

the application of fair and proportionate

consequences that are based on clearly

established evidence and facts, the Board:

• appointed its own independent legal

advisors to review material resulting

from three external reviews, and an

independent Markets expert to ensure

Board independence and that FAR

obligations had been met;

• established a sub-committee

consisting of the Board Chair and three

Board directors with experience in

Markets trading;

• spent considerable time deliberating

remuneration outcomes for the CEO

and Disclosed Executives taking into

consideration the findings from the

accountability reviews, and the fact that

the Executive Committee have collective

accountability for the performance of

the bank; and

• sought independent advice in relation

to the application of the remuneration

consequences for the CEO and

Disclosed Executives.

The Board views that relevant Executive

Committee members should bear

appropriate accountability for actions

and outcomes that took place within

their area of control or influence,

irrespective of whether they themselves

were personally involved or were

otherwise at fault, by virtue of their role

and seniority. Similarly, with respect to

the NFR matters, the Board considered

it appropriate to hold the Executive

Committee collectively accountable.

The Board has determined for the

CEO and Disclosed Executives, that the

deferred remuneration available in

November/December 2024, should vest

in full (subject to performance hurdles).

However, as investigations into the matters

above are ongoing, the Board view that

there is sufficient deferred remuneration

on-foot (Section 9.3), to apply downward

adjustment should further information

come to light that justifies the application

of additional consequences.

6. Accountability and Consequence Framework

6.1 Board considerations of consequences for

material risk, audit and conduct events

6.2 Additional Board governance and

oversight regarding the Markets and

non-financial risk matters in 2024

6.3 Summary of consequences applied

to the CEO and Disclosed Executives

6.4 Role of the Enterprise Accountability Group

6.5 Material positive risk events

6.6 Risk role models

6.7 Compliance with Prudential Standard

CPS 511 Remuneration

6.8 Evolving the Accountability &

Consequence Framework

6.9 Speak up culture

6.10 Application of consequences

71Remuneration report

71

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

6.3 Summary of consequences applied to the CEO and Disclosed Executives
The following summarises how consequences related to the Markets and NFR matters have been considered overall for the CEO

and Disclosed Executives (DEs), both in terms of ANZ’s performance and remuneration framework and the additional Board

governance put in place to address these issues in 2024.

Summary of 2024 Consequence Approach and Outcomes


ANZ

Performance

Assessment

Framework

Group Risk modifier

adjusted

Individual Risk

outcome adjusted


All DEs impacted –

with higher impact for

those assessed as

having greater

accountability

Additional Board

Governance regarding

Markets & NFR Matters

(incl. external reviews)

Board discretion

overlay with

STVR adjustments for

select individuals

Adjustments applied

based on a

consequence lens,

rather than a ‘pure’

performance lens

2025 LTVR

Pre Grant

Assessment

Downward

adjustment

due to 2024 risk

considerations

All DEs impacted

Future

downward

adjustment

(if required)

Further

adjustment

if additional

information

comes to light

at a later date

See Section 4.5

for downward

adjustment options

Fair and

proportionate

remuneration

consequences

2024 STVR

and 2025 LTVR

outcomes

Awarded STVR

outcome of 52% of

maximum for CEO

and average of 60%

of maximum for

Disclosed Executives;

90% LTVR RR

resulting in 95%

2025 LTVR overall

Note, no malus or clawback was applied to the remuneration of the CEO and Disclosed Executives during 2024.

While the 2024 Remuneration Report focuses on consequences for the CEO and Disclosed Executives, the Board has and will

continue to provide oversight (as appropriate), of consequence considerations for other current and former employees should there

be findings of accountability regarding the Markets matters.

6.4 Role of the Enterprise Accountability Group

The Enterprise Accountability Group (EAG) is the governance mechanism for the operation of the Accountability and Consequence

Framework (A&CF), and reviews accountability and consequences for employees below the CEO and ExCo/Disclosed Executives.

The EAG is chaired by the CEO and members include the CRO, CFO and GE T&C. It operates under the delegated authority of

the People & Culture Committee, considering Accountability questions under FAR and accountability in its broader sense, and is

responsible for:

• supporting the Board in monitoring the implementation and ongoing effectiveness of ANZ’s A&CF;

• reviewing the most material risk, conduct and audit events for accountability and the application of consequences,

where appropriate;

• providing guidance to the Divisions and considering initiatives across the Divisions to strengthen risk behaviours;

• acknowledging material positive risk events and recognising risk role models, whose achievements are profiled across the

organisation; and

• approving the release or application of downward adjustment for deferred variable remuneration (noting that for the CEO and

Disclosed Executives this is approved by the Board).

The EAG has processes in place to ensure that we mitigate the risk of conflicts of interest in reviewing events and determining

accountability and consequences. For example, when undertaking accountability reviews, a recommendation regarding the review

leader and scope must be sent to the CRO (or in the case of an event involving Group Risk to the CEO), for review and approval to

ensure the individual is capable of undertaking an impartial and unbiased review.

72ANZ 2024 Annual Report

6.5 Material positive

risk events

The EAG reviews material positive risk

decisions and events – times when our

proactive approach to identifying and

mitigating risk have had a material positive

outcome. Reviewing these examples

provides an opportunity to acknowledge

the importance of these events and share

learnings across the enterprise.

6.6 Risk role models

In 2024, 104 individuals were recognised

by the EAG for role modelling outstanding

risk behaviours through their efforts to

identify, manage and mitigate the

organisation’s risks and contribute to our

strong risk culture. Recognition provided

included a personalised e-mail from the

CEO, local recognition events, and having

their achievement profiled on our intranet

and in internal newsletters.

6.7 Compliance with

Prudential Standard

CPS 511 Remuneration

ANZ’s A&CF is an integral part of our

enterprise approach to meeting the

requirements of APRA’s Prudential

Standard CPS 511 Remuneration.

We introduced clawback provisions for the

CEO and our Disclosed Executives effective

2022, in addition to existing downward

adjustment tools such as in year

adjustment, further deferral and malus.

In 2024, we have continued to raise

employee awareness with respect to

accountability and consequences

through explicit references to the A&CF

(including remuneration consequences) in

employee training and communications

and performance and remuneration

policy documents.

In addition, as part of our annual

performance and remuneration process,

we have provided our People Leaders with

guidance regarding appropriate (and in

1. Results reported are taken from the Q2 and/or Q4 employee engagement surveys, and Risk Culture Survey.

some cases, mandatory) remuneration

consequences for conduct and

performance issues, including insights

from the previous year’s consequences

applied. These activities are part of our

continued focus on consistency in

application of remuneration consequence

across ANZ globally.

6.8 Evolving the Accountability

& Consequence Framework

Our A&CF is designed to support our

customer commitment that when things

go wrong, we fix them and hold

executives, (current and former where we

can), to account where appropriate. We

are also focused on ensuring that we learn

from the cause of the event, mitigate the

risk of future recurrences and continuously

seek to strengthen our risk culture. We

review the effectiveness of the A&CF

every year and implement enhancements

to further strengthen the A&CF based on

regulatory and internal stakeholder input.

6.9 Speak up culture

We continue to raise employee

awareness of, and promote the various

ways employees can speak up and raise

issues and ideas for improvement

including through initiatives such as:

• targeted jurisdiction and business

specific awareness sessions,

designed to build trust in the process

and program and promote speak

up channels;

• digital communications designed to

build confidence and trust in the

Whistleblower Program and process;

and

• the monitoring of responses in our

employee engagement surveys.

Key risk and speak up scores, including

‘My manager (the person I report to)

demonstrates personal accountability for

managing risk and sound risk behaviours

(92%)‘, ‘I can raise issues and concerns

without fear of reprisals’ (77%), ‘In my

team, it feels safe to ask questions, make

mistakes, highlight problems & take social

risks (85%)’ and ‘When I speak up, my

ideas, opinions and concerns are heard’

(81%) remained strong, in keeping with

2023, 2022 and 2021 results.

1

6.10 Application of

consequences

In 2024, there were 1,400 employee

relations cases involving alleged breaches

of our Code, with 488 resulting in a formal

consequence or the employee leaving

ANZ, down from 501 in 2023. Breaches

ranged from compliance/procedural

breaches (20.7%), through to general

unacceptable behaviour (38.5%), email/

systems misuse (10.5%), attendance

issues (17.4%), fraud/theft (5.5%), conflict

of interest (3.7%) and breaches of our

Equal Opportunity, Bullying and

Harassment Policy (3.7%). Outcomes

following investigations of breaches this

year included 88 terminations, 306

warnings and 94 employees leaving ANZ.

In relation to the application of

consequences to our senior leadership

population (senior executives, executives

and senior managers), 20 current and

former employees (30 in 2023) had a

consequence applied as a result of the

application of our Code of Conduct Policy

and/or findings of accountability for a

relevant event. Consequences included

warnings, impacts on performance and

remuneration outcomes and dismissal.

All employees and contractors across the

enterprise are required to complete

mandatory learning modules. Permanent

employees who fail to complete their

mandatory learning requirements within

30 days of the due date are (in the

absence of genuinely exceptional

circumstances) ineligible for any FR

increase or variable remuneration award

as part of our annual Performance and

Remuneration Review. In 2024, the

mandatory learning course compliance

rate across the enterprise was 99.73%.

73Remuneration report

72ANZ 2024 Annual Report

6.3 Summary of consequences applied to the CEO and Disclosed Executives
The following summarises how consequences related to the Markets and NFR matters have been considered overall for the CEO

and Disclosed Executives (DEs), both in terms of ANZ’s performance and remuneration framework and the additional Board

governance put in place to address these issues in 2024.

Summary of 2024 Consequence Approach and Outcomes


ANZ

Performance

Assessment

Framework

Group Risk modifier

adjusted

Individual Risk

outcome adjusted

All DEs impacted –

with higher impact for

those assessed as

having greater

accountability

Additional Board

Governance regarding

Markets & NFR Matters

(incl. external reviews)

Board discretion

overlay with

STVR adjustments for

select individuals

Adjustments applied

based on a

consequence lens,

rather than a ‘pure’

performance lens

2025 LTVR

Pre Grant

Assessment

Downward

adjustment

due to 2024 risk

considerations

All DEs impacted

Future

downward

adjustment

(if required)

Further

adjustment

if additional

information

comes to light

at a later date

See Section 4.5

for downward

adjustment options

Fair and

proportionate

remuneration

consequences

2024 STVR

and 2025 LTVR

outcomes

Awarded STVR

outcome of 52% of

maximum for CEO

and average of 60%

of maximum for

Disclosed Executives;

90% LTVR RR

resulting in 95%

2025 LTVR overall

Note, no malus or clawback was applied to the remuneration of the CEO and Disclosed Executives during 2024.

While the 2024 Remuneration Report focuses on consequences for the CEO and Disclosed Executives, the Board has and will

continue to provide oversight (as appropriate), of consequence considerations for other current and former employees should there

be findings of accountability regarding the Markets matters.

6.4 Role of the Enterprise Accountability Group

The Enterprise Accountability Group (EAG) is the governance mechanism for the operation of the Accountability and Consequence

Framework (A&CF), and reviews accountability and consequences for employees below the CEO and ExCo/Disclosed Executives.

The EAG is chaired by the CEO and members include the CRO, CFO and GE T&C. It operates under the delegated authority of

the People & Culture Committee, considering Accountability questions under FAR and accountability in its broader sense, and is

responsible for:

• supporting the Board in monitoring the implementation and ongoing effectiveness of ANZ’s A&CF;

• reviewing the most material risk, conduct and audit events for accountability and the application of consequences,

where appropriate;

• providing guidance to the Divisions and considering initiatives across the Divisions to strengthen risk behaviours;

• acknowledging material positive risk events and recognising risk role models, whose achievements are profiled across the

organisation; and

• approving the release or application of downward adjustment for deferred variable remuneration (noting that for the CEO and

Disclosed Executives this is approved by the Board).

The EAG has processes in place to ensure that we mitigate the risk of conflicts of interest in reviewing events and determining

accountability and consequences. For example, when undertaking accountability reviews, a recommendation regarding the review

leader and scope must be sent to the CRO (or in the case of an event involving Group Risk to the CEO), for review and approval to

ensure the individual is capable of undertaking an impartial and unbiased review.

72ANZ 2024 Annual Report

6.5 Material positive

risk events

The EAG reviews material positive risk

decisions and events – times when our

proactive approach to identifying and

mitigating risk have had a material positive

outcome. Reviewing these examples

provides an opportunity to acknowledge

the importance of these events and share

learnings across the enterprise.

6.6 Risk role models

In 2024, 104 individuals were recognised

by the EAG for role modelling outstanding

risk behaviours through their efforts to

identify, manage and mitigate the

organisation’s risks and contribute to our

strong risk culture. Recognition provided

included a personalised e-mail from the

CEO, local recognition events, and having

their achievement profiled on our intranet

and in internal newsletters.

6.7 Compliance with

Prudential Standard

CPS 511 Remuneration

ANZ’s A&CF is an integral part of our

enterprise approach to meeting the

requirements of APRA’s Prudential

Standard CPS 511 Remuneration.

We introduced clawback provisions for the

CEO and our Disclosed Executives effective

2022, in addition to existing downward

adjustment tools such as in year

adjustment, further deferral and malus.

In 2024, we have continued to raise

employee awareness with respect to

accountability and consequences

through explicit references to the A&CF

(including remuneration consequences) in

employee training and communications

and performance and remuneration

policy documents.

In addition, as part of our annual

performance and remuneration process,

we have provided our People Leaders with

guidance regarding appropriate (and in

1. Results reported are taken from the Q2 and/or Q4 employee engagement surveys, and Risk Culture Survey.

some cases, mandatory) remuneration

consequences for conduct and

performance issues, including insights

from the previous year’s consequences

applied. These activities are part of our

continued focus on consistency in

application of remuneration consequence

across ANZ globally.

6.8 Evolving the Accountability

& Consequence Framework

Our A&CF is designed to support our

customer commitment that when things

go wrong, we fix them and hold

executives, (current and former where we

can), to account where appropriate. We

are also focused on ensuring that we learn

from the cause of the event, mitigate the

risk of future recurrences and continuously

seek to strengthen our risk culture. We

review the effectiveness of the A&CF

every year and implement enhancements

to further strengthen the A&CF based on

regulatory and internal stakeholder input.

6.9 Speak up culture

We continue to raise employee

awareness of, and promote the various

ways employees can speak up and raise

issues and ideas for improvement

including through initiatives such as:

• targeted jurisdiction and business

specific awareness sessions,

designed to build trust in the process

and program and promote speak

up channels;

• digital communications designed to

build confidence and trust in the

Whistleblower Program and process;

and

• the monitoring of responses in our

employee engagement surveys.

Key risk and speak up scores, including

‘My manager (the person I report to)

demonstrates personal accountability for

managing risk and sound risk behaviours

(92%)‘, ‘I can raise issues and concerns

without fear of reprisals’ (77%), ‘In my

team, it feels safe to ask questions, make

mistakes, highlight problems & take social

risks (85%)’ and ‘When I speak up, my

ideas, opinions and concerns are heard’

(81%) remained strong, in keeping with

2023, 2022 and 2021 results.

1

6.10 Application of

consequences

In 2024, there were 1,400 employee

relations cases involving alleged breaches

of our Code, with 488 resulting in a formal

consequence or the employee leaving

ANZ, down from 501 in 2023. Breaches

ranged from compliance/procedural

breaches (20.7%), through to general

unacceptable behaviour (38.5%), email/

systems misuse (10.5%), attendance

issues (17.4%), fraud/theft (5.5%), conflict

of interest (3.7%) and breaches of our

Equal Opportunity, Bullying and

Harassment Policy (3.7%). Outcomes

following investigations of breaches this

year included 88 terminations, 306

warnings and 94 employees leaving ANZ.

In relation to the application of

consequences to our senior leadership

population (senior executives, executives

and senior managers), 20 current and

former employees (30 in 2023) had a

consequence applied as a result of the

application of our Code of Conduct Policy

and/or findings of accountability for a

relevant event. Consequences included

warnings, impacts on performance and

remuneration outcomes and dismissal.

All employees and contractors across the

enterprise are required to complete

mandatory learning modules. Permanent

employees who fail to complete their

mandatory learning requirements within

30 days of the due date are (in the

absence of genuinely exceptional

circumstances) ineligible for any FR

increase or variable remuneration award

as part of our annual Performance and

Remuneration Review. In 2024, the

mandatory learning course compliance

rate across the enterprise was 99.73%.

73Remuneration report

73

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

7.1 NED Remuneration structure
A review of 2024 NED fees was completed by the People & Culture Committee in September 2023. Following that review of 2024 fees

(as previously disclosed in the 2023 Remuneration Report), the People & Culture Committee approved a 2% increase to the NED

member fee (from $240,000 to $245,000) which has remained unchanged since 2016. The Board Chairman fee remains unchanged.

Following review, the People & Culture Committee also approved the alignment of the fee structure across all Committees increasing

each Committee chair fee to $68,000, and each Committee member fee to $34,000. This fee review considered increased complexity

in the regulatory environment, uplifts for ANZ’s broader employee population, and the external market.

The fee structure is applicable to NEDs of ANZGHL and ANZBGL. Fees prior to the implementation of the Non-Operating Holding

Company (NOHC) structure related to membership of the ANZBGL Board, and post implementation are viewed as a single fee covering

both Boards (i.e., membership of ANZGHL and ANZBGL Boards/Committees). Currently the fee structure applies irrespective of whether

NEDs serve on one or more Boards.

NEDs receive a fee for being a Director of the Board, and additional fees for either chairing, or being a member of a Board Committee.

The Chairman of the Board does not receive additional fees for serving on a Board Committee.

In setting Board and Committee fees, the following are considered: general industry practice, ASX Corporate Governance Principles and

Recommendations, the responsibilities and risks attached to the NED role, the time commitment expected of NEDs on Group and

Company matters, and fees paid to NEDs of comparable companies.

ANZ compares NED fees to a comparator group of Australian listed companies with a similar market capitalisation, with particular focus

on the major financial services institutions. This is considered an appropriate group, given similarity in size and complexity, nature of

work and time commitment by NEDs.

To maintain NED independence and impartiality:

• NED fees are not linked to the performance of the Group; and

• NEDs are not eligible to participate in any of the Group’s variable remuneration arrangements.

The current aggregate fee pool for NEDs of $4m was approved by shareholders at the 2012 AGM. The annual total of NEDs’ fees,

including superannuation contributions, is within this agreed limit.

This table shows the NED fee policy structure for 2024 compared to 2023.

NED fee policy structure – 2024 and 2023

Financial

yearChair feeMember fee

Board

1,2

2024$850,000$245,000

2023$850,000$240,000

Audit Committee2024$68,000$34,000

2023$65,000$32,500

Risk Committee2024$68,000$34,000

2023$65,000$32,500

People & Culture Committee (previously Human Resources Committee)2024$68,000$34,000

2023$65,000$32,500

Digital Business & Technology Committee2024$68,000$34,000

2023$55,000$27,500

Ethics, Environment, Social & Governance Committee2024$68,000$34,000

2023$55,000$27,500

1. Including superannuation. 2. The Chairman of the Board does not receive additional fees for serving on a Board Committee. The Chairman of the Board and NEDs do not receive a

fee for serving on the Nomination and Board Operations Committee.

7. Non-Executive Director (NED) remuneration

7.1 NED Remuneration structure

7.2 2024 Statutory remuneration – NEDS

74ANZ 2024 Annual Report

NED shareholding guidelines

We expect our NEDs to hold ANZ shares. NEDs are required:

• to accumulate shares – over a five-year period from their appointment to the value of:

–100% of the NED member fee for Directors;

–100% of the Chairman fee for the Chairman; and

• to maintain this shareholding while they are a Director of ANZ.

Based on the ANZ share price as at 30 September 2024, all NEDs who have served five years met the holding guideline.

7.2 2024 Statutory remuneration – NEDS

The following table outlines the statutory remuneration of NEDs

1

disclosed in accordance with Australian Accounting Standards.

1. In addition to the fees shown below the following NEDs were awarded fees relating to other ANZ entities:

• Jane Halton awarded $60,984 in 2024 for her role as Chair of Norfina Limited (Suncorp Bank).

• Christine O’Reilly awarded $35,743 in 2024 for her role as NED of Norfina Limited (Suncorp Bank).

• Scott St John awarded NZD 324,342 in 2024 for his roles as Chair and NED of ANZ Bank New Zealand Limited.

• Sir John Key awarded NZD 200,697 in 2024 (NZD 422,050 in 2023) for his role as Former Chair of ANZ Bank New Zealand Limited.

2024 Statutory remuneration – NEDS

Short-term NED benefits

Post-

employment

Financial

year

Fees

1


$

Non monetary

benefits

2


$

Super

contributions

1


$

Total

remuneration

3

$

Current Non-Executive Directors

P O’Sullivan

2024 821,968 - 28,032 850,000

2023 824,181 - 25,819 850,000

R Gibb

4

2024 206,291 184 18,253 224,728

J Halton 2024 358,281 - 28,032 386,313

2023 329,181 - 25,819 355,000

H Kramer

4

2024 328,577 184 28,032 356,793

2023 35,841 - 3,942 39,783

C O’Reilly 2024 362,484 - 28,032 390,516

2023 344,181 - 25,819 370,000

J Smith 2024 347,332 - 28,032 375,364

2023 298,889 - 25,819 324,708

S St John

4

2024 146,879 - 14,800 161,679

Former Non-Executive Directors

I Atlas

4

2024 78,047 - 6,850 84,897

2023 339,181 - 25,819 365,000

J Key

4

2024 143,595 1,295 13,699 158,589

2023 301,681 - 25,819 327,500

J Macfarlane

4

2024 78,047 4,974 6,850 89,871

2023 336,443 - 25,819 362,262

Total of all Non-Executive Directors 2024 2,871,501 6,637 200,612 3,078,750

2023 2,809,578 - 184,675 2,994,253

1. Year-on-year differences in fees relate to changes to the NED fees and also to the superannuation Maximum Contribution Base. 2. Non monetary benefits generally consist of

company-funded benefits (and the associated Fringe Benefits Tax) such as welcome gifts from the ANZ NZ Board and gifts provided upon retirement. 3. Long-term benefits and

share-based payments do not apply for the NEDs. 4. Remuneration based on time as a NED in either 2023 (H Kramer) or 2024 (R Gibb, S St John, I Atlas, J Key and J Macfarlane).

75Remuneration report

74ANZ 2024 Annual Report

7.1 NED Remuneration structure
A review of 2024 NED fees was completed by the People & Culture Committee in September 2023. Following that review of 2024 fees

(as previously disclosed in the 2023 Remuneration Report), the People & Culture Committee approved a 2% increase to the NED

member fee (from $240,000 to $245,000) which has remained unchanged since 2016. The Board Chairman fee remains unchanged.

Following review, the People & Culture Committee also approved the alignment of the fee structure across all Committees increasing

each Committee chair fee to $68,000, and each Committee member fee to $34,000. This fee review considered increased complexity

in the regulatory environment, uplifts for ANZ’s broader employee population, and the external market.

The fee structure is applicable to NEDs of ANZGHL and ANZBGL. Fees prior to the implementation of the Non-Operating Holding

Company (NOHC) structure related to membership of the ANZBGL Board, and post implementation are viewed as a single fee covering

both Boards (i.e., membership of ANZGHL and ANZBGL Boards/Committees). Currently the fee structure applies irrespective of whether

NEDs serve on one or more Boards.

NEDs receive a fee for being a Director of the Board, and additional fees for either chairing, or being a member of a Board Committee.

The Chairman of the Board does not receive additional fees for serving on a Board Committee.

In setting Board and Committee fees, the following are considered: general industry practice, ASX Corporate Governance Principles and

Recommendations, the responsibilities and risks attached to the NED role, the time commitment expected of NEDs on Group and

Company matters, and fees paid to NEDs of comparable companies.

ANZ compares NED fees to a comparator group of Australian listed companies with a similar market capitalisation, with particular focus

on the major financial services institutions. This is considered an appropriate group, given similarity in size and complexity, nature of

work and time commitment by NEDs.

To maintain NED independence and impartiality:

• NED fees are not linked to the performance of the Group; and

• NEDs are not eligible to participate in any of the Group’s variable remuneration arrangements.

The current aggregate fee pool for NEDs of $4m was approved by shareholders at the 2012 AGM. The annual total of NEDs’ fees,

including superannuation contributions, is within this agreed limit.

This table shows the NED fee policy structure for 2024 compared to 2023.

NED fee policy structure – 2024 and 2023

Financial

yearChair feeMember fee

Board

1,2

2024$850,000$245,000

2023$850,000$240,000

Audit Committee2024$68,000$34,000

2023$65,000$32,500

Risk Committee2024$68,000$34,000

2023$65,000$32,500

People & Culture Committee (previously Human Resources Committee)2024$68,000$34,000

2023$65,000$32,500

Digital Business & Technology Committee2024$68,000$34,000

2023$55,000$27,500

Ethics, Environment, Social & Governance Committee2024$68,000$34,000

2023$55,000$27,500

1. Including superannuation. 2. The Chairman of the Board does not receive additional fees for serving on a Board Committee. The Chairman of the Board and NEDs do not receive a

fee for serving on the Nomination and Board Operations Committee.

7. Non-Executive Director (NED) remuneration

7.1 NED Remuneration structure

7.2 2024 Statutory remuneration – NEDS

74ANZ 2024 Annual Report

NED shareholding guidelines

We expect our NEDs to hold ANZ shares. NEDs are required:

• to accumulate shares – over a five-year period from their appointment to the value of:

–100% of the NED member fee for Directors;

–100% of the Chairman fee for the Chairman; and

• to maintain this shareholding while they are a Director of ANZ.

Based on the ANZ share price as at 30 September 2024, all NEDs who have served five years met the holding guideline.

7.2 2024 Statutory remuneration – NEDS

The following table outlines the statutory remuneration of NEDs

1

disclosed in accordance with Australian Accounting Standards.

1. In addition to the fees shown below the following NEDs were awarded fees relating to other ANZ entities:

• Jane Halton awarded $60,984 in 2024 for her role as Chair of Norfina Limited (Suncorp Bank).

• Christine O’Reilly awarded $35,743 in 2024 for her role as NED of Norfina Limited (Suncorp Bank).

• Scott St John awarded NZD 324,342 in 2024 for his roles as Chair and NED of ANZ Bank New Zealand Limited.

• Sir John Key awarded NZD 200,697 in 2024 (NZD 422,050 in 2023) for his role as Former Chair of ANZ Bank New Zealand Limited.

2024 Statutory remuneration – NEDS

Short-term NED benefits

Post-

employment

Financial

year

Fees

1


$

Non monetary

benefits

2


$

Super

contributions

1


$

Total

remuneration

3

$

Current Non-Executive Directors

P O’Sullivan

2024 821,968 - 28,032 850,000

2023 824,181 - 25,819 850,000

R Gibb

4

2024 206,291 184 18,253 224,728

J Halton 2024 358,281 - 28,032 386,313

2023 329,181 - 25,819 355,000

H Kramer

4

2024 328,577 184 28,032 356,793

2023 35,841 - 3,942 39,783

C O’Reilly 2024 362,484 - 28,032 390,516

2023 344,181 - 25,819 370,000

J Smith 2024 347,332 - 28,032 375,364

2023 298,889 - 25,819 324,708

S St John

4

2024 146,879 - 14,800 161,679

Former Non-Executive Directors

I Atlas

4

2024 78,047 - 6,850 84,897

2023 339,181 - 25,819 365,000

J Key

4

2024 143,595 1,295 13,699 158,589

2023 301,681 - 25,819 327,500

J Macfarlane

4

2024 78,047 4,974 6,850 89,871

2023 336,443 - 25,819 362,262

Total of all Non-Executive Directors 2024 2,871,501 6,637 200,612 3,078,750

2023 2,809,578 - 184,675 2,994,253

1. Year-on-year differences in fees relate to changes to the NED fees and also to the superannuation Maximum Contribution Base. 2. Non monetary benefits generally consist of

company-funded benefits (and the associated Fringe Benefits Tax) such as welcome gifts from the ANZ NZ Board and gifts provided upon retirement. 3. Long-term benefits and

share-based payments do not apply for the NEDs. 4. Remuneration based on time as a NED in either 2023 (H Kramer) or 2024 (R Gibb, S St John, I Atlas, J Key and J Macfarlane).

75Remuneration report

75

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

8.1 The People &
Culture Committee

8.1.1 Role of the People &

Culture Committee

The Board is ultimately responsible for

and oversees ANZ Group’s Performance

and Remuneration Framework (P&R

Framework) and its effective application

throughout the ANZ Group. The People &

Culture Committee’s role is to assist the

Board in its oversight of the effective

operation of P&R Framework and other

T&C matters. It has been delegated

authority to act as the remuneration

committee for ANZBGL.

During the year the People & Culture

Committee met on six occasions and

reviewed and approved, or made

recommendations to the Board on

matters including:

• remuneration for the CEO and other

key executives (broader than those

disclosed in the Remuneration Report)

in accordance with ANZ’s Board level

P&R Policies, and fees for the NEDs;

• matters related to P&R Framework

compliance with APRA’s Prudential

Standard CPS 511 Remuneration,

and updates on Treasury’s Financial

Accountability Regime (FAR);

• the ANZ Group Scorecard (annual

objectives setting and assessment) and

annual variable remuneration spend;

• performance and reward outcomes

for key senior executives, including the

consideration of material events that

have either occurred or came to light

in the year;

• the release, further deferral or

application of malus of deferred

remuneration or clawback;

• key senior executive appointments

and terminations;

• the review of ANZ’s Board level P&R

Policies, and the Accountability &

Consequence Framework (A&CF);

• building capabilities required

to deliver on our strategy;

• succession plans for key senior

executives; and

• culture, diversity and inclusion,

employee engagement, and

how we work.

8.1.2 Link between

remuneration and risk

The People & Culture Committee has a

strong focus on the relationship between

business performance, risk management

and remuneration, aligned with our

business strategy. The chairs of the Risk

and Audit Committees and the full Board

(ANZGHL and ANZBGL) are in attendance

for specific People & Culture Committee

meetings. A joint meeting of the People &

Culture, Risk and Audit Committees was

held to review:

• material risk, conduct and audit

events that either occurred or came

to light in 2024;

• 2024 performance and variable

remuneration recommendations at

both the Group, CEO and Disclosed

Executive level.

To further reflect the importance of the

link between remuneration and risk:

• the Board had three NEDs (in addition to

the Chairman) in 2024 who served on

both the People & Culture Committee

and the Risk Committee;

• the People & Culture Committee has

free and unfettered access to risk and

financial control personnel (the CRO

and CFO attend People & Culture

Committee meetings for specific

agenda items);

• the CRO (together with GE T&C and

GGM IA) provides an independent

report to the People & Culture

Committee on the most material risk,

conduct and audit events (as relevant)

to help inform considerations of

performance and remuneration, and

accountability and consequences at the

Group, Divisional and individual level;

• the CRO also provides an independent

report to assist the Board in their

assessment of performance and

remuneration outcomes for the CEO

and Disclosed Executives;

• the chairs of the Risk and Audit

Committees are asked to provide input

to ensure appropriate consideration of

all relevant risk and internal audit issues;

• the ANZ Group Scorecard and Divisional

Scorecards include Risk as a key

element acting as a modifier, and it

forms an integral part of each

framework’s assessment and directly

impacts the overall outcomes; and

• the LTVR restricted rights pre grant and

pre vest assessments undertaken by

the Board are primarily based on

non-financial risk outcomes.

8.1.3 Conflict of interest

To help mitigate potential conflicts

of interest:

• management are not in attendance

when their own performance or

remuneration is being discussed by the

People & Culture Committee or Board;

• the CEO’s STVR is funded and

determined separately from the ANZIP

variable remuneration pool;

• the CRO’s remuneration arrangements

differ to other Disclosed Executives to

preserve the independence of the role;

• the EAG also has processes in place

to help mitigate conflicts of interest

as outlined in Section 6; and

• the People & Culture Committee seeks

input from a number of sources to

inform their consideration of

performance and remuneration

outcomes for the CEO and Disclosed

Executives including:

–independent reports from Risk,

Finance, Talent and Culture, and

Internal Audit;

–material risk, conduct and audit event

data provided by the CRO;

– input from both the Audit Committee

and the Risk Committee of the Board.

More details about the role of the People & Culture Committee, including its Charter,

can be found on our website. Go to anz.com > Our company > Strong governance

framework > ANZ People & Culture Committee Charter.

8. Remuneration governance

8.1 The People & Culture Committee

8.2 Internal governance

76ANZ 2024 Annual Report

8.1.4 External advisors provided information but not recommendations

The People & Culture Committee can engage independent external advisors as needed.

Throughout the year, the People & Culture Committee and management received information from the following external advisors:

Ashurst, Deloitte, EY, Guerdon Associates, PayIQ Executive Pay and PricewaterhouseCoopers. This information related to market data,

market practices, analysis and modelling, legislative requirements and the interpretation of governance and regulatory requirements.

During the year, ANZ did not receive any remuneration recommendations from external advisors about the remuneration of KMP.

ANZ employs in-house remuneration professionals who provide recommendations to the People & Culture Committee and the Board.

The Board made its decisions independently, using the information provided and with careful regard to ANZ’s key strategic priorities,

purpose and values, risk appetite, and the ANZ Group P&R Framework, ANZ’s Board level P&R Policies and ANZ’s Reward Principles.

8.2 Internal governance

8.2.1 Hedging prohibition

All deferred equity must remain at risk until it has fully vested. Accordingly, executives and their associated persons must not enter into

any schemes that specifically protect the unvested value of equity allocated. If they do so, then they would forfeit the relevant equity.

8.2.2 CEO and Disclosed Executives’ shareholding guidelines

We expect the CEO and each Disclosed Executive to, over a five-year period:

• accumulate ANZ shares to the value of 200% of their FR; and

• maintain this shareholding level while they are an executive of ANZ.

Executives are permitted to sell ANZ securities to meet taxation obligations on employee equity even if below the 200% guideline.

However, tax obligations for the purpose of these guidelines is limited to that arising from the initial taxing point event (i.e., when the

deferred shares vest or rights are exercised).

Shareholdings include all vested and unvested equity (excluding performance rights). Based on equity holdings as at 30 September

2024, the CEO and all Disclosed Executives meet or, if less than five years’ tenure, are on track to meet their minimum shareholding

guidelines requirements.

8.2.3 CEO and Disclosed Executives’ contract terms and equity treatment

The details of the contract terms and the equity treatment on termination (in accordance with the Conditions of Grant) relating to the

CEO and Disclosed Executives are below. Although they are similar, they vary in some cases to suit different circumstances.

Type of contractPermanent ongoing employment contract.

Notice on resignation• 12 months by CEO;

• 6 months by Disclosed Executives.

1

Notice on termination

by ANZ

2

• 12 months by ANZ for CEO and Disclosed Executives.

3

However, ANZ may immediately terminate an individual’s employment at any time in the case of serious

misconduct. In that case, the individual will be entitled only to payment of FR up to the date of their

termination and their statutory entitlements.

How unvested equity is

treated on leaving ANZ

Executives who resign or are terminated will forfeit all their unvested deferred equity – unless the Board

determines otherwise.

If an executive is terminated due to redundancy or they are classified as a ‘good leaver’, unless the

Board determines otherwise, then:

• their STVR (deferred shares/share rights) remain on foot and are released at the original vesting date;

• their LTVR (restricted rights/performance rights) (for grants awarded from 31 December 2020) remain

on foot and are released at the original vesting date (to the extent that the performance hurdles are

met); and

• their performance rights

4

(for grants awarded pre 31 December 2020) are pro-rated for service to

the full notice termination date and released at the original vesting date (to the extent that the

performance hurdles are met).

On an executive’s death or total and permanent disablement, their deferred equity vests.

Unvested equity remains subject to malus post termination.

Change of control

(applies to the CEO only)

If a change of control or other similar event occurs, then we will test the performance conditions

applying to the CEO’s LTVR (restricted rights/performance rights). They will vest to the extent that the

performance conditions are satisfied.

1. 3 months by the former Acting GE T&C. 2. For M Carnegie, E Clements, K Corbally, F Faruqui, G Florian, C Morgan, A Strong, M Whelan and R Howell, their contracts state that in

particular circumstances they may be eligible for a retrenchment benefit in accordance with the relevant ANZ policy, as varied from time to time. For A Watson, notice on retrenchment

is 6 weeks and compensation on retrenchment is calculated on a scale up to a maximum of 79 weeks after 25 years’ service.

3. 6 months by ANZ for the former Acting GE T&C. 4. Or

deferred share rights granted to the CRO instead of performance rights.

77Remuneration report

76ANZ 2024 Annual Report

8.1 The People &
Culture Committee

8.1.1 Role of the People &

Culture Committee

The Board is ultimately responsible for

and oversees ANZ Group’s Performance

and Remuneration Framework (P&R

Framework) and its effective application

throughout the ANZ Group. The People &

Culture Committee’s role is to assist the

Board in its oversight of the effective

operation of P&R Framework and other

T&C matters. It has been delegated

authority to act as the remuneration

committee for ANZBGL.

During the year the People & Culture

Committee met on six occasions and

reviewed and approved, or made

recommendations to the Board on

matters including:

• remuneration for the CEO and other

key executives (broader than those

disclosed in the Remuneration Report)

in accordance with ANZ’s Board level

P&R Policies, and fees for the NEDs;

• matters related to P&R Framework

compliance with APRA’s Prudential

Standard CPS 511 Remuneration,

and updates on Treasury’s Financial

Accountability Regime (FAR);

• the ANZ Group Scorecard (annual

objectives setting and assessment) and

annual variable remuneration spend;

• performance and reward outcomes

for key senior executives, including the

consideration of material events that

have either occurred or came to light

in the year;

• the release, further deferral or

application of malus of deferred

remuneration or clawback;

• key senior executive appointments

and terminations;

• the review of ANZ’s Board level P&R

Policies, and the Accountability &

Consequence Framework (A&CF);

• building capabilities required

to deliver on our strategy;

• succession plans for key senior

executives; and

• culture, diversity and inclusion,

employee engagement, and

how we work.

8.1.2 Link between

remuneration and risk

The People & Culture Committee has a

strong focus on the relationship between

business performance, risk management

and remuneration, aligned with our

business strategy. The chairs of the Risk

and Audit Committees and the full Board

(ANZGHL and ANZBGL) are in attendance

for specific People & Culture Committee

meetings. A joint meeting of the People &

Culture, Risk and Audit Committees was

held to review:

• material risk, conduct and audit

events that either occurred or came

to light in 2024;

• 2024 performance and variable

remuneration recommendations at

both the Group, CEO and Disclosed

Executive level.

To further reflect the importance of the

link between remuneration and risk:

• the Board had three NEDs (in addition to

the Chairman) in 2024 who served on

both the People & Culture Committee

and the Risk Committee;

• the People & Culture Committee has

free and unfettered access to risk and

financial control personnel (the CRO

and CFO attend People & Culture

Committee meetings for specific

agenda items);

• the CRO (together with GE T&C and

GGM IA) provides an independent

report to the People & Culture

Committee on the most material risk,

conduct and audit events (as relevant)

to help inform considerations of

performance and remuneration, and

accountability and consequences at the

Group, Divisional and individual level;

• the CRO also provides an independent

report to assist the Board in their

assessment of performance and

remuneration outcomes for the CEO

and Disclosed Executives;

• the chairs of the Risk and Audit

Committees are asked to provide input

to ensure appropriate consideration of

all relevant risk and internal audit issues;

• the ANZ Group Scorecard and Divisional

Scorecards include Risk as a key

element acting as a modifier, and it

forms an integral part of each

framework’s assessment and directly

impacts the overall outcomes; and

• the LTVR restricted rights pre grant and

pre vest assessments undertaken by

the Board are primarily based on

non-financial risk outcomes.

8.1.3 Conflict of interest

To help mitigate potential conflicts

of interest:

• management are not in attendance

when their own performance or

remuneration is being discussed by the

People & Culture Committee or Board;

• the CEO’s STVR is funded and

determined separately from the ANZIP

variable remuneration pool;

• the CRO’s remuneration arrangements

differ to other Disclosed Executives to

preserve the independence of the role;

• the EAG also has processes in place

to help mitigate conflicts of interest

as outlined in Section 6; and

• the People & Culture Committee seeks

input from a number of sources to

inform their consideration of

performance and remuneration

outcomes for the CEO and Disclosed

Executives including:

–independent reports from Risk,

Finance, Talent and Culture, and

Internal Audit;

–material risk, conduct and audit event

data provided by the CRO;

– input from both the Audit Committee

and the Risk Committee of the Board.

More details about the role of the People & Culture Committee, including its Charter,

can be found on our website. Go to anz.com > Our company > Strong governance

framework > ANZ People & Culture Committee Charter.

8. Remuneration governance

8.1 The People & Culture Committee

8.2 Internal governance

76ANZ 2024 Annual Report

8.1.4 External advisors provided information but not recommendations

The People & Culture Committee can engage independent external advisors as needed.

Throughout the year, the People & Culture Committee and management received information from the following external advisors:

Ashurst, Deloitte, EY, Guerdon Associates, PayIQ Executive Pay and PricewaterhouseCoopers. This information related to market data,

market practices, analysis and modelling, legislative requirements and the interpretation of governance and regulatory requirements.

During the year, ANZ did not receive any remuneration recommendations from external advisors about the remuneration of KMP.

ANZ employs in-house remuneration professionals who provide recommendations to the People & Culture Committee and the Board.

The Board made its decisions independently, using the information provided and with careful regard to ANZ’s key strategic priorities,

purpose and values, risk appetite, and the ANZ Group P&R Framework, ANZ’s Board level P&R Policies and ANZ’s Reward Principles.

8.2 Internal governance

8.2.1 Hedging prohibition

All deferred equity must remain at risk until it has fully vested. Accordingly, executives and their associated persons must not enter into

any schemes that specifically protect the unvested value of equity allocated. If they do so, then they would forfeit the relevant equity.

8.2.2 CEO and Disclosed Executives’ shareholding guidelines

We expect the CEO and each Disclosed Executive to, over a five-year period:

• accumulate ANZ shares to the value of 200% of their FR; and

• maintain this shareholding level while they are an executive of ANZ.

Executives are permitted to sell ANZ securities to meet taxation obligations on employee equity even if below the 200% guideline.

However, tax obligations for the purpose of these guidelines is limited to that arising from the initial taxing point event (i.e., when the

deferred shares vest or rights are exercised).

Shareholdings include all vested and unvested equity (excluding performance rights). Based on equity holdings as at 30 September

2024, the CEO and all Disclosed Executives meet or, if less than five years’ tenure, are on track to meet their minimum shareholding

guidelines requirements.

8.2.3 CEO and Disclosed Executives’ contract terms and equity treatment

The details of the contract terms and the equity treatment on termination (in accordance with the Conditions of Grant) relating to the

CEO and Disclosed Executives are below. Although they are similar, they vary in some cases to suit different circumstances.

Type of contractPermanent ongoing employment contract.

Notice on resignation• 12 months by CEO;

• 6 months by Disclosed Executives.

1

Notice on termination

by ANZ

2

• 12 months by ANZ for CEO and Disclosed Executives.

3

However, ANZ may immediately terminate an individual’s employment at any time in the case of serious

misconduct. In that case, the individual will be entitled only to payment of FR up to the date of their

termination and their statutory entitlements.

How unvested equity is

treated on leaving ANZ

Executives who resign or are terminated will forfeit all their unvested deferred equity – unless the Board

determines otherwise.

If an executive is terminated due to redundancy or they are classified as a ‘good leaver’, unless the

Board determines otherwise, then:

• their STVR (deferred shares/share rights) remain on foot and are released at the original vesting date;

• their LTVR (restricted rights/performance rights) (for grants awarded from 31 December 2020) remain

on foot and are released at the original vesting date (to the extent that the performance hurdles are

met); and

• their performance rights

4

(for grants awarded pre 31 December 2020) are pro-rated for service to

the full notice termination date and released at the original vesting date (to the extent that the

performance hurdles are met).

On an executive’s death or total and permanent disablement, their deferred equity vests.

Unvested equity remains subject to malus post termination.

Change of control

(applies to the CEO only)

If a change of control or other similar event occurs, then we will test the performance conditions

applying to the CEO’s LTVR (restricted rights/performance rights). They will vest to the extent that the

performance conditions are satisfied.

1. 3 months by the former Acting GE T&C. 2. For M Carnegie, E Clements, K Corbally, F Faruqui, G Florian, C Morgan, A Strong, M Whelan and R Howell, their contracts state that in

particular circumstances they may be eligible for a retrenchment benefit in accordance with the relevant ANZ policy, as varied from time to time. For A Watson, notice on retrenchment

is 6 weeks and compensation on retrenchment is calculated on a scale up to a maximum of 79 weeks after 25 years’ service.

3. 6 months by ANZ for the former Acting GE T&C. 4. Or

deferred share rights granted to the CRO instead of performance rights.

77Remuneration report

77

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

9.1 LTVR Remuneration detail
1

The award of restricted rights ensures that LTVR provides material weight to non-financial measures (as required under APRA’s

Prudential Standard CPS 511 Remuneration), as well as supporting long-term alignment with shareholders.

Having a risk-based focus reflects the intent of the Prudential Standard CPS 511 Remuneration in ensuring remuneration arrangements

appropriately incentivise individuals to prudently manage risks. The performance conditions are designed to ensure there is focus on

both material risk events and building a strong risk culture over the longer term.

The following table details design features common to both LTVR restricted rights and performance rights.

Below details the LTVR approach that applied to the 2024 LTVR award granted in November/December 2023.

LTVR elementDetail

DescriptionRestricted rights and performance rights provide a right to acquire one ordinary ANZ share at nil cost –

as long as applicable time and performance conditions are met. Their future value may range from zero to

an indeterminate value. The value depends on performance against the applicable performance condition

and on the share price at the time of exercise.

Performance periodBoth restricted rights and performance rights have a four-year performance period commencing from

1 October and ending four years later on 30 September (e.g., 1 October 2023 to 30 September 2027 for

the 2024 grant), noting that LTVR is awarded at the start of the financial year (rather than the end).

A four-year performance period provides sufficient time for longer term performance to be reflected.

Deferral periodsThe deferral period is the sum of the four-year performance period and the applicable holding period.

The holding period commences the day after the end of the four-year performance period (e.g., 1 October

2027 in the case of the 2024 LTVR award), and finishes on the 4th, 5th or 6th anniversary of grants.

Exercise periodRights can only be exercised at the end of the relevant deferral period (4, 5 or 6 years) when the rights vest

and become exercisable.

There is a two-year exercise period which commences at the end of the relevant deferral period for restricted

rights and performance rights.

ExpensingANZ engages PricewaterhouseCoopers to independently determine the fair value of restricted rights and

performance rights, which is only used for expensing for accounting purposes. They consider factors including:

the market performance conditions, share price volatility, life of the instrument, dividend yield, and share price

at grant date.

DividendsA dividend equivalent payment (DEP) is paid in cash at the end of the relevant deferral period, but is only made

to the extent that all or part of the underlying rights meet the relevant performance condition and vest to the

individual. Dividend equivalent payments accrue over the full deferral period for restricted rights, and only

during the holding period for performance rights.

Allocation basisThe value the Board uses to determine the number of restricted rights and performance rights to be allocated

to the CEO and Disclosed Executives is the face value of ANZGHL shares traded on the ASX in the five trading

days leading up to and including 1 October (beginning of the financial year and LTVR performance period).

LTVR is awarded around the start of the financial year in late November for Disclosed Executives and

December for the CEO (subject to shareholder approval).

Satisfying vestingOn vesting, the Board may determine to settle the relevant restricted rights and/or performance rights with

a cash equivalent payment, rather than with shares.

1. Excluding former Acting GE T&C.

9. Other remuneration information

9.1 LTVR Remuneration detail

9.2 2024 Statutory remuneration –

CEO and Disclosed Executives

9.3 Equity holdings

9.4 Loans

9.5 Other transactions

78ANZ 2024 Annual Report

9.1.1 2024 LTVR restricted rights further details – CEO and Disclosed Executives

1

LTVR elementPerformance condition detail

Restricted rights

pre grant and pre

vest assessments

Pre grant assessment purpose: Determines whether any reduction should be made to restricted rights award

value and is primarily based on outcomes in the prior financial year.

Pre vest assessment purpose: Determines whether the restricted rights amount awarded should vest in full

and is based on outcomes over the four-year performance period.

The pre grant and pre vest assessments also take into consideration any adjustments already applied for

the same event/outcomes in either the current or prior years (i.e., adjustments to STVR and LTVR, malus

and clawback), to ensure the overall impact is fair and proportionate to the severity of the outcome. Therefore,

given other remuneration adjustments are likely to be considered first, and as the award of restricted rights is

future focused, it is anticipated that restricted rights will be allocated at full value in most years – unless the

outcome of the following three assessment steps determines otherwise.

Step 1

Assess Prudential soundness

Step 2

Assess risk measures

Step 3

Apply Board discretion

• Nil award if ANZ does not

meet capital ratio and

liquidity prudential

minimums.

• Consideration of any Material

Risk Outcomes from executive

actions or inactions which are

expected to/or have resulted in

significant impacts.

• Consideration of any significant

adverse change in APRA’s

Active Supervision level.

• Consideration of Risk Culture

(additional measure for pre vest)

that examines whether or not

ANZ has maintained (or made

progress towards) a sound risk

culture, considering both

executive actions or inactions.

• Board to determine whether any

reduction should be made to LTVR

restricted rights outcome based on

consideration of a range of factors,

including:

–the outcomes from steps 1 and 2;

–the impact, if any, of the issue/s

on ANZ’s reputation/standing in

the market;

–whether the issue was specific to

ANZ, the banking industry or the

broader market;

–any impacts already applied (e.g.,

regarding downward adjustment

mechanisms, pre grant

assessment impact to LTVR

restricted rights);

–whether any impact should be

made on an individual or

collective basis.

The assessments are not intended to be formulaic given the circumstances requiring the application of Board

discretion will typically be different or unique, however a Board decision making framework is in place to guide

the Board in applying discretion.

Material risk

outcomes process

The consideration of material risk outcomes is a key process that forms part of our broader Accountability and

Consequence Framework (A&CF) (Section 6), and is a comprehensive bottom-up process designed to ensure

that all relevant events are surfaced and considered appropriately. Key steps include:

• Risk, conduct and audit events are reported in ANZ’s Compliance & Operational Risk System.

• Divisional Accountability Groups review serious risk, conduct and audit events, and provide

recommendations regarding accountability and consequences, where appropriate.

• Enterprise Accountability Group (EAG) reviews recommendations of the Divisional Accountability Groups and

make final determination (with some exceptions where local Board approval is required or for material risk

takers and other non-administrative direct reports to the CEO, where Board approval is required).

• People & Culture Committee reviews the most serious risk, conduct and audit events (as part of independent

report from CRO) and determines impacts at the Group, Division and individual level for the CEO and ExCo.

1. Excluding former Acting GE T&C.

79Remuneration report

78ANZ 2024 Annual Report

9.1 LTVR Remuneration detail
1

The award of restricted rights ensures that LTVR provides material weight to non-financial measures (as required under APRA’s

Prudential Standard CPS 511 Remuneration), as well as supporting long-term alignment with shareholders.

Having a risk-based focus reflects the intent of the Prudential Standard CPS 511 Remuneration in ensuring remuneration arrangements

appropriately incentivise individuals to prudently manage risks. The performance conditions are designed to ensure there is focus on

both material risk events and building a strong risk culture over the longer term.

The following table details design features common to both LTVR restricted rights and performance rights.

Below details the LTVR approach that applied to the 2024 LTVR award granted in November/December 2023.

LTVR elementDetail

DescriptionRestricted rights and performance rights provide a right to acquire one ordinary ANZ share at nil cost –

as long as applicable time and performance conditions are met. Their future value may range from zero to

an indeterminate value. The value depends on performance against the applicable performance condition

and on the share price at the time of exercise.

Performance periodBoth restricted rights and performance rights have a four-year performance period commencing from

1 October and ending four years later on 30 September (e.g., 1 October 2023 to 30 September 2027 for

the 2024 grant), noting that LTVR is awarded at the start of the financial year (rather than the end).

A four-year performance period provides sufficient time for longer term performance to be reflected.

Deferral periodsThe deferral period is the sum of the four-year performance period and the applicable holding period.

The holding period commences the day after the end of the four-year performance period (e.g., 1 October

2027 in the case of the 2024 LTVR award), and finishes on the 4th, 5th or 6th anniversary of grants.

Exercise periodRights can only be exercised at the end of the relevant deferral period (4, 5 or 6 years) when the rights vest

and become exercisable.

There is a two-year exercise period which commences at the end of the relevant deferral period for restricted

rights and performance rights.

ExpensingANZ engages PricewaterhouseCoopers to independently determine the fair value of restricted rights and

performance rights, which is only used for expensing for accounting purposes. They consider factors including:

the market performance conditions, share price volatility, life of the instrument, dividend yield, and share price

at grant date.

DividendsA dividend equivalent payment (DEP) is paid in cash at the end of the relevant deferral period, but is only made

to the extent that all or part of the underlying rights meet the relevant performance condition and vest to the

individual. Dividend equivalent payments accrue over the full deferral period for restricted rights, and only

during the holding period for performance rights.

Allocation basisThe value the Board uses to determine the number of restricted rights and performance rights to be allocated

to the CEO and Disclosed Executives is the face value of ANZGHL shares traded on the ASX in the five trading

days leading up to and including 1 October (beginning of the financial year and LTVR performance period).

LTVR is awarded around the start of the financial year in late November for Disclosed Executives and

December for the CEO (subject to shareholder approval).

Satisfying vestingOn vesting, the Board may determine to settle the relevant restricted rights and/or performance rights with

a cash equivalent payment, rather than with shares.

1. Excluding former Acting GE T&C.

9. Other remuneration information

9.1 LTVR Remuneration detail

9.2 2024 Statutory remuneration –

CEO and Disclosed Executives

9.3 Equity holdings

9.4 Loans

9.5 Other transactions

78ANZ 2024 Annual Report

9.1.1 2024 LTVR restricted rights further details – CEO and Disclosed Executives

1

LTVR elementPerformance condition detail

Restricted rights

pre grant and pre

vest assessments

Pre grant assessment purpose: Determines whether any reduction should be made to restricted rights award

value and is primarily based on outcomes in the prior financial year.

Pre vest assessment purpose: Determines whether the restricted rights amount awarded should vest in full

and is based on outcomes over the four-year performance period.

The pre grant and pre vest assessments also take into consideration any adjustments already applied for

the same event/outcomes in either the current or prior years (i.e., adjustments to STVR and LTVR, malus

and clawback), to ensure the overall impact is fair and proportionate to the severity of the outcome. Therefore,

given other remuneration adjustments are likely to be considered first, and as the award of restricted rights is

future focused, it is anticipated that restricted rights will be allocated at full value in most years – unless the

outcome of the following three assessment steps determines otherwise.

Step 1

Assess Prudential soundness

Step 2

Assess risk measures

Step 3

Apply Board discretion

• Nil award if ANZ does not

meet capital ratio and

liquidity prudential

minimums.

• Consideration of any Material

Risk Outcomes from executive

actions or inactions which are

expected to/or have resulted in

significant impacts.

• Consideration of any significant

adverse change in APRA’s

Active Supervision level.

• Consideration of Risk Culture

(additional measure for pre vest)

that examines whether or not

ANZ has maintained (or made

progress towards) a sound risk

culture, considering both

executive actions or inactions.

• Board to determine whether any

reduction should be made to LTVR

restricted rights outcome based on

consideration of a range of factors,

including:

–the outcomes from steps 1 and 2;

–the impact, if any, of the issue/s

on ANZ’s reputation/standing in

the market;

–whether the issue was specific to

ANZ, the banking industry or the

broader market;

–any impacts already applied (e.g.,

regarding downward adjustment

mechanisms, pre grant

assessment impact to LTVR

restricted rights);

–whether any impact should be

made on an individual or

collective basis.

The assessments are not intended to be formulaic given the circumstances requiring the application of Board

discretion will typically be different or unique, however a Board decision making framework is in place to guide

the Board in applying discretion.

Material risk

outcomes process

The consideration of material risk outcomes is a key process that forms part of our broader Accountability and

Consequence Framework (A&CF) (Section 6), and is a comprehensive bottom-up process designed to ensure

that all relevant events are surfaced and considered appropriately. Key steps include:

• Risk, conduct and audit events are reported in ANZ’s Compliance & Operational Risk System.

• Divisional Accountability Groups review serious risk, conduct and audit events, and provide

recommendations regarding accountability and consequences, where appropriate.

• Enterprise Accountability Group (EAG) reviews recommendations of the Divisional Accountability Groups and

make final determination (with some exceptions where local Board approval is required or for material risk

takers and other non-administrative direct reports to the CEO, where Board approval is required).

• People & Culture Committee reviews the most serious risk, conduct and audit events (as part of independent

report from CRO) and determines impacts at the Group, Division and individual level for the CEO and ExCo.

1. Excluding former Acting GE T&C.

79Remuneration report

79

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

9.1.2 2024 LTVR performance rights further details – CEO and Disclosed Executives excluding the CRO
1

LTVR elementPerformance condition detail

Performance rights

hurdles

The performance rights have TSR performance hurdles reflecting the importance of focusing on achieving

longer term strategic objectives and aligning executives’ and shareholders’ interests. There are two TSR

performance hurdles for the 2024 grants of performance rights:

• 75% will be measured against a relative TSR hurdle.

• 25% will be measured against an absolute TSR hurdle.

TSR represents the change in value of a share plus the value of reinvested dividends paid. We regard it as the

most appropriate long-term measure – it focuses on the delivery of shareholder value and is a well understood

and tested mechanism to measure performance. The combination of relative and absolute TSR hurdles

provides balance to the plan by:

• Relative: rewarding executives for performance that exceeds that of comparator companies; and

• Absolute: ensuring there is a continued focus on providing positive growth – even when the market

is declining.

The two hurdles measure separate aspects of performance:

• the relative TSR hurdle measures our TSR compared to that of the Select Financial Services (SFS) comparator

group, made up of core local and global competitors. This comparator group is chosen to broadly reflect the

geographies and business segments in which ANZ competes for revenue; and

• the absolute Compound Annual Growth Rate (CAGR) TSR hurdle provides executives with a more direct line

of sight to the level of shareholder return to be achieved. It also provides a tighter correlation between the

executives’ rewards and the shareholders’ financial outcomes.

We will measure ANZ’s TSR against each hurdle at the end of the four-year performance period to determine

whether any performance rights become exercisable. We measure relative and absolute TSR hurdles

independently from the other – for example one may vest fully or partially but the other may not vest.

Relative TSR hurdle

for performance

rights

The relative TSR hurdle is an external hurdle that measures our TSR against that of the SFS comparator group

over four years.

As previously disclosed in the 2023 Remuneration Report, in July 2023 for LTVR awards of performance rights

from financial year 2024 onwards, the Board approved for DBS Bank Limited to be removed from the

comparator group (noting that this change does not apply to prior awards currently on foot). This change

reflects the need to better balance the weighting of international peers in our comparator group to more

appropriately reflect the change in capital allocated to Asia compared to when international comparators were

originally included in 2015 (as part of the super regional strategy at that time).

In July 2023, the Board approved the removal of Suncorp Group Limited from the comparator group, post the

Suncorp Bank acquisition. This change applies to both prior awards currently on foot and future LTVR awards

of performance rights (i.e., from financial year 2025).

When considering an appropriate cohort of peers for benchmarking TSR performance, the Board take into

consideration organisations with a similar scope of activities, common geographical focus, broadly comparable

risk compliance and regulatory profiles, and relative stability and transparency across market cycles. The SFS

comparator group for the 2024 LTVR performance rights is made up of: Bank of Queensland Limited; Bendigo

and Adelaide Bank Limited; Commonwealth Bank of Australia Limited; Macquarie Group Limited; National

Australia Bank Limited; Standard Chartered PLC; and Westpac Banking Corporation.

If the TSR of the company compared to the TSR of

the constituents of the comparator group:

The percentage of performance rights which will

vest is:

Does not reach the 50

th

percentile0%

Reaches or exceeds the 50

th

percentile50%, plus 2% for every one percentile increase

above the 50

th

percentile

Reaches or exceeds the 75

th

percentile100%

1. Excluding former Acting GE T&C.

80ANZ 2024 Annual Report

LTVR elementPerformance condition detail

Absolute TSR hurdle

for performance

rights

The absolute CAGR TSR hurdle is an internal hurdle focused on ANZ achieving or exceeding a threshold level

of growth that is set by the Board at the start of the performance period. The Board reviews and approves the

absolute CAGR TSR targets for each performance rights award. When determining the targets, the Board

references ANZ’s assessed Cost of Capital (CoC).

As previously disclosed in the 2023 Remuneration Report, in October 2023 the Board approved an update

to ANZ’s absolute CAGR TSR model for LTVR awards of performance rights from financial year 2024 onwards,

to reflect a dynamic (rather than static) target for CoC (noting that this change does not apply to prior awards

currently on foot). The TSR hurdle is now based on the time weighted CoC over the four-year performance

period. Therefore, the CAGR TSR target will be adjusted on a time weighted basis unless the Board applies

discretion not to adjust.

Any CoC changes approved by the Board throughout the performance period are prospective only (i.e., reflect

current market factors) and will form part of the dynamic CAGR TSR target calculation. This approach further

strengthens executive and shareholder alignment as the target is more responsive to future changes in both

the interest rate cycle and ANZ’s risk profile.

The level of performance required for each level of vesting, and the percentage of performance rights that

vest at each level of performance, is based on the time weighted CoC over the four-year performance period.

The Board will review and approve any changes to the CoC on a quarterly basis throughout the performance

period, based on the output from the Capital Asset Pricing Model (CAPM) methodology (which takes into

consideration the risk-free bond rate, the market risk premium and the beta – i.e., the volatility of ANZ’s

historical share price relative to the market). The Board will also approve the level of vesting (if any) at the

end of the performance period based on the time weighted CoC.

The Board retains discretion to adjust the absolute CAGR TSR hurdle in exceptional circumstances to ensure

that executives are neither advantaged nor disadvantaged by matters outside management’s control that

materially affect achievement of the absolute CAGR TSR performance condition.

If the absolute CAGR TSR of the company:The percentage of performance rights which will

vest is:

Does not reach the threshold

1

0%

Reaches the threshold50%

Exceeds the threshold but does not reach the full

vesting level (i.e., 150% of threshold)

Progressive pro-rata vesting between 50% and

100% (on a straight line basis)

Reaches or exceeds 150% of threshold100%

Calculating TSR

performance

When calculating performance against TSR, we:

• reduce the impact of share price volatility – by using an averaging calculation over a 90-trading day period

for start and end values;

• ensure an independent measurement – by engaging the services of an external organisation, to calculate

ANZ’s performance against both the absolute and relative TSR hurdles; and

• test the performance against the relevant hurdle once only at the end of the four-year performance period

– the rights lapse if the performance hurdle is not met – there is no retesting.

1. Based on the CoC at the start of the performance period, the CAGR TSR threshold was 9.75% and the full vesting level was based on a CAGR TSR of 14.63%; however this may be

subject to change based on the time weighted CoC over the performance period unless the Board exercises discretion to set it otherwise.

81Remuneration report

80ANZ 2024 Annual Report

9.1.2 2024 LTVR performance rights further details – CEO and Disclosed Executives excluding the CRO
1

LTVR elementPerformance condition detail

Performance rights

hurdles

The performance rights have TSR performance hurdles reflecting the importance of focusing on achieving

longer term strategic objectives and aligning executives’ and shareholders’ interests. There are two TSR

performance hurdles for the 2024 grants of performance rights:

• 75% will be measured against a relative TSR hurdle.

• 25% will be measured against an absolute TSR hurdle.

TSR represents the change in value of a share plus the value of reinvested dividends paid. We regard it as the

most appropriate long-term measure – it focuses on the delivery of shareholder value and is a well understood

and tested mechanism to measure performance. The combination of relative and absolute TSR hurdles

provides balance to the plan by:

• Relative: rewarding executives for performance that exceeds that of comparator companies; and

• Absolute: ensuring there is a continued focus on providing positive growth – even when the market

is declining.

The two hurdles measure separate aspects of performance:

• the relative TSR hurdle measures our TSR compared to that of the Select Financial Services (SFS) comparator

group, made up of core local and global competitors. This comparator group is chosen to broadly reflect the

geographies and business segments in which ANZ competes for revenue; and

• the absolute Compound Annual Growth Rate (CAGR) TSR hurdle provides executives with a more direct line

of sight to the level of shareholder return to be achieved. It also provides a tighter correlation between the

executives’ rewards and the shareholders’ financial outcomes.

We will measure ANZ’s TSR against each hurdle at the end of the four-year performance period to determine

whether any performance rights become exercisable. We measure relative and absolute TSR hurdles

independently from the other – for example one may vest fully or partially but the other may not vest.

Relative TSR hurdle

for performance

rights

The relative TSR hurdle is an external hurdle that measures our TSR against that of the SFS comparator group

over four years.

As previously disclosed in the 2023 Remuneration Report, in July 2023 for LTVR awards of performance rights

from financial year 2024 onwards, the Board approved for DBS Bank Limited to be removed from the

comparator group (noting that this change does not apply to prior awards currently on foot). This change

reflects the need to better balance the weighting of international peers in our comparator group to more

appropriately reflect the change in capital allocated to Asia compared to when international comparators were

originally included in 2015 (as part of the super regional strategy at that time).

In July 2023, the Board approved the removal of Suncorp Group Limited from the comparator group, post the

Suncorp Bank acquisition. This change applies to both prior awards currently on foot and future LTVR awards

of performance rights (i.e., from financial year 2025).

When considering an appropriate cohort of peers for benchmarking TSR performance, the Board take into

consideration organisations with a similar scope of activities, common geographical focus, broadly comparable

risk compliance and regulatory profiles, and relative stability and transparency across market cycles. The SFS

comparator group for the 2024 LTVR performance rights is made up of: Bank of Queensland Limited; Bendigo

and Adelaide Bank Limited; Commonwealth Bank of Australia Limited; Macquarie Group Limited; National

Australia Bank Limited; Standard Chartered PLC; and Westpac Banking Corporation.

If the TSR of the company compared to the TSR of

the constituents of the comparator group:

The percentage of performance rights which will

vest is:

Does not reach the 50

th

percentile0%

Reaches or exceeds the 50

th

percentile50%, plus 2% for every one percentile increase

above the 50

th

percentile

Reaches or exceeds the 75

th

percentile100%

1. Excluding former Acting GE T&C.

80ANZ 2024 Annual Report

LTVR elementPerformance condition detail

Absolute TSR hurdle

for performance

rights

The absolute CAGR TSR hurdle is an internal hurdle focused on ANZ achieving or exceeding a threshold level

of growth that is set by the Board at the start of the performance period. The Board reviews and approves the

absolute CAGR TSR targets for each performance rights award. When determining the targets, the Board

references ANZ’s assessed Cost of Capital (CoC).

As previously disclosed in the 2023 Remuneration Report, in October 2023 the Board approved an update

to ANZ’s absolute CAGR TSR model for LTVR awards of performance rights from financial year 2024 onwards,

to reflect a dynamic (rather than static) target for CoC (noting that this change does not apply to prior awards

currently on foot). The TSR hurdle is now based on the time weighted CoC over the four-year performance

period. Therefore, the CAGR TSR target will be adjusted on a time weighted basis unless the Board applies

discretion not to adjust.

Any CoC changes approved by the Board throughout the performance period are prospective only (i.e., reflect

current market factors) and will form part of the dynamic CAGR TSR target calculation. This approach further

strengthens executive and shareholder alignment as the target is more responsive to future changes in both

the interest rate cycle and ANZ’s risk profile.

The level of performance required for each level of vesting, and the percentage of performance rights that

vest at each level of performance, is based on the time weighted CoC over the four-year performance period.

The Board will review and approve any changes to the CoC on a quarterly basis throughout the performance

period, based on the output from the Capital Asset Pricing Model (CAPM) methodology (which takes into

consideration the risk-free bond rate, the market risk premium and the beta – i.e., the volatility of ANZ’s

historical share price relative to the market). The Board will also approve the level of vesting (if any) at the

end of the performance period based on the time weighted CoC.

The Board retains discretion to adjust the absolute CAGR TSR hurdle in exceptional circumstances to ensure

that executives are neither advantaged nor disadvantaged by matters outside management’s control that

materially affect achievement of the absolute CAGR TSR performance condition.

If the absolute CAGR TSR of the company:The percentage of performance rights which will

vest is:

Does not reach the threshold

1

0%

Reaches the threshold50%

Exceeds the threshold but does not reach the full

vesting level (i.e., 150% of threshold)

Progressive pro-rata vesting between 50% and

100% (on a straight line basis)

Reaches or exceeds 150% of threshold100%

Calculating TSR

performance

When calculating performance against TSR, we:

• reduce the impact of share price volatility – by using an averaging calculation over a 90-trading day period

for start and end values;

• ensure an independent measurement – by engaging the services of an external organisation, to calculate

ANZ’s performance against both the absolute and relative TSR hurdles; and

• test the performance against the relevant hurdle once only at the end of the four-year performance period

– the rights lapse if the performance hurdle is not met – there is no retesting.

1. Based on the CoC at the start of the performance period, the CAGR TSR threshold was 9.75% and the full vesting level was based on a CAGR TSR of 14.63%; however this may be

subject to change based on the time weighted CoC over the performance period unless the Board exercises discretion to set it otherwise.

81Remuneration report

81

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

9.2 2024 Statutory remuneration – CEO and Disclosed Executives
The following table outlines the statutory remuneration disclosed in accordance with Australian Accounting Standards. While it shows

the FR awarded (cash and superannuation contributions) and also the cash component of the 2024 variable remuneration award, it

does not show the actual variable remuneration awarded or received in 2024 (Sections 5.1.2, 5.2.1, 5.3 and 5.4), but instead shows

the amortised accounting value for this financial year of deferred remuneration (including prior year awards).

2024 Statutory remuneration – CEO and Disclosed Executives

Short–term employee benefitsPost–employment

Long–term

employee benefits

Share–based payments

7

Total amortisation value of

Long service leave

accrued during

the year

6


$

Variable

remuneration

Other equity

allocations

4,8

Financial

year

Cash salary

1

$

Non monetary

benefits

2

$

Total cash

incentive

3

$

Other cash

4


$

Super

contributions

5


$

Deferred

shares

$

Deferred

share rights

$

Restricted

rights

$

Performance

rights

$

Deferred

shares

$

Termination

benefits

$

Total

remuneration

$

CEO and Current Disclosed Executives

S Elliott2024 2,471,968 10,394 650,000 - 28,032

34,899 983,953 - 470,353 1,050,043 - - 5,699,642

2023 2,474,181 15,676 1,160,000 - 25,819 35,112 1,061,506 - 212,024 1,202,190 - - 6,186,508

M Carnegie

9

2024 1,271,468 30,510 432,500 - 28,532 24,194 537,168 - 278,624 318,478 - - 2,921,474

2023 1,224,181 77,341 550,000 - 26,319 22,858 548,990 - 132,871 298,501 - - 2,881,061

E Clements

10

2024755,468 13,042 235,200 - 28,532 62,803 258,379 - 74,331 41,931 - - 1,469,686

K Corbally

9

2024 1,271,968 10,394 312,000 - 28,032 28,812 504,806 184,609 412,784 - - - 2,753,405

2023 1,224,181 10,176 532,500 - 25,819 27,518 568,319 265,999 196,849 - - - 2,851,361

F Faruqui

9

2024 1,246,968 15,990 442,500 - 28,032 19,593 587,723 11,970 276,254 339,842 - - 2,968,872

2023 1,224,181 11,423 600,000 - 25,819 19,332 600,306 56,608 132,871 364,031 - - 3,034,571

G Florian

9

2024 1,234,468 21,358 432,500 - 28,032 19,520 519,518 - 262,636 314,818 - - 2,832,850

2023 1,216,181 23,179 497,500 - 25,819 30,978 531,235 - 122,240 270,977 - - 2,718,109

C Morgan

4,9,10

2024 1,106,468 33,024 325,000- 28,532 17,191 248,970 - 193,884 109,398 238,340 - 2,300,807

2023608,220 15,707 250,000 407,000 18,780 5,367 67,909 - 1,414 798 29,899 - 1,405,094

A Strong

9,10

2024821,968 - 290,000 - 28,032 33,855 382,072 - 173,812 94,524 - - 1,824,263

2023670,504 - 315,100 - 19,496 18,550 354,547 - 73,347 38,600 - - 1,490,144

A Watson

5,8,9,11

2024 1,043,345 10,870 398,830 - 64,667 7,560 494,722 - 244,918 294,280 - - 2,559,192

2023 1,062,823 21,431 472,570 - 60,557 6,612 528,328 - 117,866 222,922 46 - 2,493,155

M Whelan

9

2024 1,471,968 10,394 297,500 - 28,032 31,775 589,980 - 323,689 378,985 - - 3,132,323

2023 1,434,181 10,176 730,000 - 25,819 36,172 700,447 - 155,192 393,646 - - 3,485,633

Former Disclosed Executives

R Howell

10

20247,477–––6,850 237 2,831––––– 17,395

2023

224,942–180,000–6,850

9,32162,538––––– 483,651

1. Cash salary includes any adjustments required to reflect the use of ANZ’s Lifestyle Leave Policy for the period in the KMP role. 2. Non monetary benefits generally consist of

company-funded benefits (and the associated Fringe Benefits Tax) such as car parking, taxation services and costs met by the Company in relation to relocation/accommodation.

3. The total cash incentive relates to the cash component of STVR only. The relevant amortisation of the STVR deferred components is included in share-based payments and has been

amortised over the vesting period. The total STVR was approved by the ANZBGL and ANZGHL Boards in October 2024, and in addition for A Watson by the ANZ NZ Board in October

2024. 100% of the cash component of the STVR awarded for the 2023 and 2024 years vested to the executive in the applicable financial year. 4. Other cash and other equity

allocations (C Morgan) relate to the employment arrangements of deferred variable remuneration forfeited and bonus opportunity forgone as a result of joining ANZ. 5. For Australian

based executives, the 2023 and 2024 superannuation contributions reflect the Superannuation Guarantee Contribution based on the Maximum Contribution Base. A Watson

participates in KiwiSaver where ANZ provides an employer superannuation contribution matching member contributions up to 4% of total gross pay. KiwiSaver employer superannuation

contributions are also contributed on top of cash STVR at the time of payment. 6. For Australian based executives, long service leave accrued takes into consideration the impact of

changes to the Superannuation Guarantee percentage. Year-on-year fluctuations in long service leave accrued relate to the impact of historical fixed remuneration increases on the

accrual as calculated at the end of each financial year.

82ANZ 2024 Annual Report

Short–term employee benefitsPost–employment

Long–term

employee benefits

Share–based payments

7

Total amortisation value of

Long service leave

accrued during

the year

6


$

Variable

remuneration

Other equity

allocations

4,8

Financial

year

Cash salary

1

$

Non monetary

benefits

2

$

Total cash

incentive

3

$

Other cash

4


$

Super

contributions

5


$

Deferred

shares

$

Deferred

share rights

$

Restricted

rights

$

Performance

rights

$

Deferred

shares

$

Termination

benefits

$

Total

remuneration

$

CEO and Current Disclosed Executives

S Elliott2024 2,471,968 10,394 650,000 - 28,032

34,899 983,953 - 470,353 1,050,043 - - 5,699,642

2023 2,474,181 15,676 1,160,000 - 25,819 35,112 1,061,506 - 212,024 1,202,190 - - 6,186,508

M Carnegie

9

2024 1,271,468 30,510 432,500 - 28,532 24,194 537,168 - 278,624 318,478 - - 2,921,474

2023 1,224,181 77,341 550,000 - 26,319 22,858 548,990 - 132,871 298,501 - - 2,881,061

E Clements

10

2024755,468 13,042 235,200 - 28,532 62,803 258,379 - 74,331 41,931 - - 1,469,686

K Corbally

9

2024 1,271,968 10,394 312,000 - 28,032 28,812 504,806 184,609 412,784 - - - 2,753,405

2023 1,224,181 10,176 532,500 - 25,819 27,518 568,319 265,999 196,849 - - - 2,851,361

F Faruqui

9

2024 1,246,968 15,990 442,500 - 28,032 19,593 587,723 11,970 276,254 339,842 - - 2,968,872

2023 1,224,181 11,423 600,000 - 25,819 19,332 600,306 56,608 132,871 364,031 - - 3,034,571

G Florian

9

2024 1,234,468 21,358 432,500 - 28,032 19,520 519,518 - 262,636 314,818 - - 2,832,850

2023 1,216,181 23,179 497,500 - 25,819 30,978 531,235 - 122,240 270,977 - - 2,718,109

C Morgan

4,9,10

2024 1,106,468 33,024 325,000- 28,532 17,191 248,970 - 193,884 109,398 238,340 - 2,300,807

2023608,220 15,707 250,000 407,000 18,780 5,367 67,909 - 1,414 798 29,899 - 1,405,094

A Strong

9,10

2024821,968 - 290,000 - 28,032 33,855 382,072 - 173,812 94,524 - - 1,824,263

2023670,504 - 315,100 - 19,496 18,550 354,547 - 73,347 38,600 - - 1,490,144

A Watson

5,8,9,11

2024 1,043,345 10,870 398,830 - 64,667 7,560 494,722 - 244,918 294,280 - - 2,559,192

2023 1,062,823 21,431 472,570 - 60,557 6,612 528,328 - 117,866 222,922 46 - 2,493,155

M Whelan

9

2024 1,471,968 10,394 297,500 - 28,032 31,775 589,980 - 323,689 378,985 - - 3,132,323

2023 1,434,181 10,176 730,000 - 25,819 36,172 700,447 - 155,192 393,646 - - 3,485,633

Former Disclosed Executives

R Howell

10

20247,477–––6,850 237 2,831––––– 17,395

2023

224,942–180,000–6,850

9,32162,538––––– 483,651

7. As required by AASB 2 Share-based payments, the amortisation value includes a proportion of the fair value (taking into account market-related vesting conditions) of all equity that

had not yet fully vested as at the commencement of the financial year. The fair value is determined at grant date and is allocated on a straight-line basis over the relevant vesting period.

The amount included as remuneration neither relates to, nor indicates, the benefit (if any) that the executive may ultimately realise if the equity becomes exercisable. No terms of

share-based payments have been altered or modified during the financial year. There were no cash settled share-based payments or any other form of share-based payment

compensation during the financial year for the CEO or Disclosed Executives. 8. Other equity allocations (A Watson) relate to shares received in relation to the historical Employee Share

Offer which provided a grant of ANZ shares in each financial year to eligible employees subject to Board approval. 9. 2024 fixed remuneration reflects increases applied from 1 October

2023 to maintain or improve market positioning (M Carnegie, K Corbally, F Faruqui, G Florian, C Morgan, A Strong, A Watson, M Whelan). 10. Remuneration based on time as a

Disclosed Executive in either 2023 (C Morgan, A Strong, R Howell) or 2024 (E Clements, R Howell). 11. Paid in NZD and converted to AUD.



83Remuneration report

82ANZ 2024 Annual Report

9.2 2024 Statutory remuneration – CEO and Disclosed Executives
The following table outlines the statutory remuneration disclosed in accordance with Australian Accounting Standards. While it shows

the FR awarded (cash and superannuation contributions) and also the cash component of the 2024 variable remuneration award, it

does not show the actual variable remuneration awarded or received in 2024 (Sections 5.1.2, 5.2.1, 5.3 and 5.4), but instead shows

the amortised accounting value for this financial year of deferred remuneration (including prior year awards).

2024 Statutory remuneration – CEO and Disclosed Executives

Short–term employee benefitsPost–employment

Long–term

employee benefits

Share–based payments

7

Total amortisation value of

Long service leave

accrued during

the year

6


$

Variable

remuneration

Other equity

allocations

4,8

Financial

year

Cash salary

1

$

Non monetary

benefits

2

$

Total cash

incentive

3

$

Other cash

4


$

Super

contributions

5


$

Deferred

shares

$

Deferred

share rights

$

Restricted

rights

$

Performance

rights

$

Deferred

shares

$

Termination

benefits

$

Total

remuneration

$

CEO and Current Disclosed Executives

S Elliott2024 2,471,968 10,394 650,000 - 28,032

34,899 983,953 - 470,353 1,050,043 - - 5,699,642

2023 2,474,181 15,676 1,160,000 - 25,819 35,112 1,061,506 - 212,024 1,202,190 - - 6,186,508

M Carnegie

9

2024 1,271,468 30,510 432,500 - 28,532 24,194 537,168 - 278,624 318,478 - - 2,921,474

2023 1,224,181 77,341 550,000 - 26,319 22,858 548,990 - 132,871 298,501 - - 2,881,061

E Clements

10

2024755,468 13,042 235,200 - 28,532 62,803 258,379 - 74,331 41,931 - - 1,469,686

K Corbally

9

2024 1,271,968 10,394 312,000 - 28,032 28,812 504,806 184,609 412,784 - - - 2,753,405

2023 1,224,181 10,176 532,500 - 25,819 27,518 568,319 265,999 196,849 - - - 2,851,361

F Faruqui

9

2024 1,246,968 15,990 442,500 - 28,032 19,593 587,723 11,970 276,254 339,842 - - 2,968,872

2023 1,224,181 11,423 600,000 - 25,819 19,332 600,306 56,608 132,871 364,031 - - 3,034,571

G Florian

9

2024 1,234,468 21,358 432,500 - 28,032 19,520 519,518 - 262,636 314,818 - - 2,832,850

2023 1,216,181 23,179 497,500 - 25,819 30,978 531,235 - 122,240 270,977 - - 2,718,109

C Morgan

4,9,10

2024 1,106,468 33,024 325,000- 28,532 17,191 248,970 - 193,884 109,398 238,340 - 2,300,807

2023608,220 15,707 250,000 407,000 18,780 5,367 67,909 - 1,414 798 29,899 - 1,405,094

A Strong

9,10

2024821,968 - 290,000 - 28,032 33,855 382,072 - 173,812 94,524 - - 1,824,263

2023670,504 - 315,100 - 19,496 18,550 354,547 - 73,347 38,600 - - 1,490,144

A Watson

5,8,9,11

2024 1,043,345 10,870 398,830 - 64,667 7,560 494,722 - 244,918 294,280 - - 2,559,192

2023 1,062,823 21,431 472,570 - 60,557 6,612 528,328 - 117,866 222,922 46 - 2,493,155

M Whelan

9

2024 1,471,968 10,394 297,500 - 28,032 31,775 589,980 - 323,689 378,985 - - 3,132,323

2023 1,434,181 10,176 730,000 - 25,819 36,172 700,447 - 155,192 393,646 - - 3,485,633

Former Disclosed Executives

R Howell

10

20247,477–––6,850 237 2,831––––– 17,395

2023

224,942–180,000–6,850

9,32162,538––––– 483,651

1. Cash salary includes any adjustments required to reflect the use of ANZ’s Lifestyle Leave Policy for the period in the KMP role. 2. Non monetary benefits generally consist of

company-funded benefits (and the associated Fringe Benefits Tax) such as car parking, taxation services and costs met by the Company in relation to relocation/accommodation.

3. The total cash incentive relates to the cash component of STVR only. The relevant amortisation of the STVR deferred components is included in share-based payments and has been

amortised over the vesting period. The total STVR was approved by the ANZBGL and ANZGHL Boards in October 2024, and in addition for A Watson by the ANZ NZ Board in October

2024. 100% of the cash component of the STVR awarded for the 2023 and 2024 years vested to the executive in the applicable financial year. 4. Other cash and other equity

allocations (C Morgan) relate to the employment arrangements of deferred variable remuneration forfeited and bonus opportunity forgone as a result of joining ANZ. 5. For Australian

based executives, the 2023 and 2024 superannuation contributions reflect the Superannuation Guarantee Contribution based on the Maximum Contribution Base. A Watson

participates in KiwiSaver where ANZ provides an employer superannuation contribution matching member contributions up to 4% of total gross pay. KiwiSaver employer superannuation

contributions are also contributed on top of cash STVR at the time of payment. 6. For Australian based executives, long service leave accrued takes into consideration the impact of

changes to the Superannuation Guarantee percentage. Year-on-year fluctuations in long service leave accrued relate to the impact of historical fixed remuneration increases on the

accrual as calculated at the end of each financial year.

82ANZ 2024 Annual Report

Short–term employee benefitsPost–employment

Long–term

employee benefits

Share–based payments

7

Total amortisation value of

Long service leave

accrued during

the year

6


$

Variable

remuneration

Other equity

allocations

4,8

Financial

year

Cash salary

1

$

Non monetary

benefits

2

$

Total cash

incentive

3

$

Other cash

4


$

Super

contributions

5


$

Deferred

shares

$

Deferred

share rights

$

Restricted

rights

$

Performance

rights

$

Deferred

shares

$

Termination

benefits

$

Total

remuneration

$

CEO and Current Disclosed Executives

S Elliott2024 2,471,968 10,394 650,000 - 28,032

34,899 983,953 - 470,353 1,050,043 - - 5,699,642

2023 2,474,181 15,676 1,160,000 - 25,819 35,112 1,061,506 - 212,024 1,202,190 - - 6,186,508

M Carnegie

9

2024 1,271,468 30,510 432,500 - 28,532 24,194 537,168 - 278,624 318,478 - - 2,921,474

2023 1,224,181 77,341 550,000 - 26,319 22,858 548,990 - 132,871 298,501 - - 2,881,061

E Clements

10

2024755,468 13,042 235,200 - 28,532 62,803 258,379 - 74,331 41,931 - - 1,469,686

K Corbally

9

2024 1,271,968 10,394 312,000 - 28,032 28,812 504,806 184,609 412,784 - - - 2,753,405

2023 1,224,181 10,176 532,500 - 25,819 27,518 568,319 265,999 196,849 - - - 2,851,361

F Faruqui

9

2024 1,246,968 15,990 442,500 - 28,032 19,593 587,723 11,970 276,254 339,842 - - 2,968,872

2023 1,224,181 11,423 600,000 - 25,819 19,332 600,306 56,608 132,871 364,031 - - 3,034,571

G Florian

9

2024 1,234,468 21,358 432,500 - 28,032 19,520 519,518 - 262,636 314,818 - - 2,832,850

2023 1,216,181 23,179 497,500 - 25,819 30,978 531,235 - 122,240 270,977 - - 2,718,109

C Morgan

4,9,10

2024 1,106,468 33,024 325,000- 28,532 17,191 248,970 - 193,884 109,398 238,340 - 2,300,807

2023608,220 15,707 250,000 407,000 18,780 5,367 67,909 - 1,414 798 29,899 - 1,405,094

A Strong

9,10

2024821,968 - 290,000 - 28,032 33,855 382,072 - 173,812 94,524 - - 1,824,263

2023670,504 - 315,100 - 19,496 18,550 354,547 - 73,347 38,600 - - 1,490,144

A Watson

5,8,9,11

2024 1,043,345 10,870 398,830 - 64,667 7,560 494,722 - 244,918 294,280 - - 2,559,192

2023 1,062,823 21,431 472,570 - 60,557 6,612 528,328 - 117,866 222,922 46 - 2,493,155

M Whelan

9

2024 1,471,968 10,394 297,500 - 28,032 31,775 589,980 - 323,689 378,985 - - 3,132,323

2023 1,434,181 10,176 730,000 - 25,819 36,172 700,447 - 155,192 393,646 - - 3,485,633

Former Disclosed Executives

R Howell

10

20247,477–––6,850 237 2,831––––– 17,395

2023

224,942–180,000–6,850

9,32162,538––––– 483,651

7. As required by AASB 2 Share-based payments, the amortisation value includes a proportion of the fair value (taking into account market-related vesting conditions) of all equity that

had not yet fully vested as at the commencement of the financial year. The fair value is determined at grant date and is allocated on a straight-line basis over the relevant vesting period.

The amount included as remuneration neither relates to, nor indicates, the benefit (if any) that the executive may ultimately realise if the equity becomes exercisable. No terms of

share-based payments have been altered or modified during the financial year. There were no cash settled share-based payments or any other form of share-based payment

compensation during the financial year for the CEO or Disclosed Executives. 8. Other equity allocations (A Watson) relate to shares received in relation to the historical Employee Share

Offer which provided a grant of ANZ shares in each financial year to eligible employees subject to Board approval. 9. 2024 fixed remuneration reflects increases applied from 1 October

2023 to maintain or improve market positioning (M Carnegie, K Corbally, F Faruqui, G Florian, C Morgan, A Strong, A Watson, M Whelan). 10. Remuneration based on time as a

Disclosed Executive in either 2023 (C Morgan, A Strong, R Howell) or 2024 (E Clements, R Howell). 11. Paid in NZD and converted to AUD.



83Remuneration report

83

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Type of equity
Number

granted

1

Equity

fair

value

(for

2024

grants

only)

$

Grant


date

First

date

exercisable

Date

of

expiry

Vested

Lapsed/

ForfeitedExercised/SoldVested

and

exercis-

able

as at

30 Sep

2024

3

Unexer-

cisable

as at

30 Sep

2024

4

NameNumber%

Value

2


$Number%

Value

2


$Number%

Value

2


$

CEO and Current Disclosed Executives

S Elliott

Deferred shares 3,001 22-Nov-1922-Nov-23 - 3,001 100 72,966 - - - (3,001) 100 72,966 -

Deferred shares 5,420 07-Dec-2022-Nov-23 - 5,420 100 131,781 - - - (5,420) 100 131,781 - -

Deferred shares 10,830 22-Nov-2122-Nov-23 - 10,830 100 263,318 - - - (10,830) 100 263,318 - -

Deferred shares 20,156 01-Oct-2222-Nov-23 - 20,156 100 490,069 - - - (20,156) 100 490,069 - -

Deferred shares 19,740 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 19,740

Deferred shares 19,739 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 19,739

Deferred shares 3,158 25.66 01-Oct-2322-Nov-26 - - - - - - - - - - - 3,158

Deferred shares 3,158 25.66 01-Oct-2322-Nov-27 - - - - - - - - - - - 3,158

Deferred shares 3,158 25.66 01-Oct-2322-Nov-28 - - - - - - - - - - - 3,158

Restricted rights 21,984 20.08 21-Dec-2321-Dec-2721-Dec-29 - - - - - - - - - - 21,984

Restricted rights 21,984 18.85 21-Dec-2321-Dec-2821-Dec-30 - - - - - - - - - - 21,984

Restricted rights 22,651 17.70 21-Dec-2321-Dec-2921-Dec-31 - - - - - - - - - - 22,651

Performance rights126,050 17-Dec-1917-Dec-2317-Dec-25 - - - (126,050)100 (3,223,073)- - - - -

Performance rights 42,016 17-Dec-1917-Dec-2317-Dec-25 - - - (42,016)100 (1,074,341)- - - - -

Performance rights 16,488 12.54 21-Dec-2321-Dec-2721-Dec-29 - - - - - - - - - - 16,488

Performance rights 5,496 7.35 21-Dec-2321-Dec-2721-Dec-29 - - - - - - - - - - 5,496

Performance rights 16,488 11.33 21-Dec-2321-Dec-2821-Dec-30 - - - - - - - - - - 16,488

Performance rights 5,496 7.26 21-Dec-2321-Dec-2821-Dec-30 - - - - - - - - - - 5,496

Performance rights 16,988 10.08 21-Dec-2321-Dec-2921-Dec-31 - - - - - - - - - - 16,988

Performance rights 5,662 7.15 21-Dec-2321-Dec-2921-Dec-31 - - -

- - - - - - - 5

,662

M Carnegie

Deferred shares 36 20-Aug-1601-Jun-17 - - - - - - - (36) 100 1,038 - -

Deferred shares 3,584 20-Aug-1620-Aug-17 - - - - - - - (3,584) 100 103,364 - -

Deferred shares 1,327 20-Aug-1621-Nov-17 - - - - - - - (1,327) 100 38,271 - -

Deferred shares 1,327 20-Aug-1627-Feb-18 - - - - - - - (1,327) 100 38,271 - -

Deferred shares 1,327 20-Aug-1601-Jun-18 - - - - - - - (1,327) 100 38,271 - -

Deferred shares 1,182 22-Nov-1622-Nov-19 - - - - - - - (1,182) 100 34,089 - -

Deferred shares 1,182 22-Nov-1622-Nov-20 - - - - - - - (1,182) 100 34,089 - -

Deferred shares 4,785 22-Nov-1722-Nov-18 - - - - - - - (4,785) 100 138,001 - -

Deferred shares 4,785 22-Nov-1722-Nov-19 - - - - - - - (4,785) 100 138,001 - -

Deferred shares 4,785 22-Nov-1722-Nov-20 - - - - - - - (4,785) 100 138,001 - -

Deferred shares 4,785 22-Nov-1722-Nov-21 - - - - - - - (4,785) 100 142,975 - -

Deferred shares 5,205 22-Nov-1822-Nov-19 - - - - - - - (5,205) 100 156,052 - -

Deferred shares 5,202 22-Nov-1822-Nov-20 - - - - - - - (5,202) 100 155,962 - -

Deferred shares 5,202 22-Nov-1822-Nov-21 - - - - - - - (5,202) 100 155,962 - -

Deferred shares 5,202 22-Nov-1822-Nov-22 - - - - - - - (5,202) 100 155,962 - -

9.3 Equity holdings

For the equity granted to the CEO and Disclosed Executives in November/December 2023, all deferred shares were purchased on the

market. For deferred share rights, which vested to Disclosed Executives in November 2023, where the rights were not able to be satisfied

through the reallocation of previously forfeited shares they were satisfied through the on market purchase of shares.

9.3.1 CEO and Disclosed Executives’ equity granted, vested, exercised/sold and lapsed/forfeited

The table below sets out details of deferred shares and rights that we granted to the CEO and Disclosed Executives:

• during the 2024 year, relating to 2023 Performance and Remuneration Review outcomes; or

• in prior years and that then vested, were exercised/sold or which lapsed/were forfeited during the 2024 year.

Equity granted, vested, exercised/sold and lapsed/forfeited – CEO and Disclosed Executives

84ANZ 2024 Annual Report

Type of equity

Number

granted

1

Equity

fair

value

(for

2024

grants

only)

$

Grant


date

First

date

exercisable

Date

of

expiry

Vested

Lapsed/

ForfeitedExercised/SoldVested

and

exercis-

able

as at

30 Sep

2024

3

Unexer-

cisable

as at

30 Sep

2024

4

NameNumber%

Value

2


$Number%

Value

2


$Number%

Value

2


$

CEO and Current Disclosed Executives

M Carnegie

Deferred shares 7,924 22-Nov-1922-Nov-20 - - - - - - - (7,924) 100 234,926 - -

Deferred shares 5,942 22-Nov-1922-Nov-21 - - - - - - - (5,942) 100 176,131 - -

Deferred shares 3,961 22-Nov-1922-Nov-22 - - - - - - - (3,961) 100 117,411 -

Deferred shares 1,980 22-Nov-1922-Nov-23 - 1,980 100 48,141 - - - - - - 1,980 -

Deferred shares 7,099 07-Dec-2022-Nov-21 - - - - - - - (7,099) 100 210,426 - -

Deferred shares 5,323 07-Dec-2022-Nov-22 - - - - - - - (5,207) 98 154,344 116 -

Deferred shares 3,549 07-Dec-2022-Nov-23 - 3,549 100 86,290 - - - - - - 3,549 -

Deferred shares 6,165 22-Nov-2122-Nov-23 - 6,165 100 149,895 - - - - - - 6,165 -

Deferred shares 9,970 01-Oct-2222-Nov-23 - 9,970 100 242,409 - - - - - - 9,970 -

Deferred shares 10,857 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 10,857

Deferred shares 10,856 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 10,856

Restricted rights 17,321 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 17,321

Restricted rights 17,321 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 17,321

Performance rights 30,612 22-Nov-1922-Nov-2322-Nov-25 - - - (30,612)100 (744,294)- - - - -

Performance rights 10,204 22-Nov-1922-Nov-2322-Nov-25 - - - (10,204)100 (248,098)- - - - -

Performance rights 12,991 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 12,991

Performance rights 4,330 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 4,330

Performance rights 12,991 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 12,991

Performance rights 4,330 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 4,330

E Clements

5


Deferred shares 2,751 07-Dec-2022-Nov-23 - 2,751 100 66,887 - - - - - - 2

,751 -

Deferred shares 2,285 22-Nov-2122-Nov-23 - 2,285 100 55,557 - - - - - - 2,285 -

Deferred shares 3,033 22-Nov-2222-Nov-23 - 3,033 100 73,744 - - - - - - 3,033 -

Deferred shares 4,102 24.31 22-Nov-2322-Nov-24 - - - - - - - - - - - 4,102

Deferred shares 4,102 24.31 22-Nov-2322-Nov-25 - - - - - - - - - - - 4,102

Deferred shares 4,102 24.31 22-Nov-2322-Nov-26 - - - - - - - - - - - 4,102

Restricted rights 10,659 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 10,659

Restricted rights 10,659 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 10,659

Performance rights 7,994 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 7,994

Performance rights 2,664 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 2,664

Performance rights 7,994 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 7,994

Performance rights 2,664 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 2,664

K Corbally


Deferred shares 3,829 22-Nov-1922-Nov-23 - 3,829 100 93,098 - - - (3,829) 100 93,225 - -

Deferred shares 3,720 07-Dec-2022-Nov-23 - 3,720 100 90,447 - - - (3,720) 100 90,572 - -

Deferred shares 6,647 22-Nov-2122-Nov-23 - 6,647 100 161,614 - - - (6,647) 100 161,836 - -

Deferred shares 9,590 01-Oct-2222-Nov-23 - 9,590 100 233,169 - - - (9,590) 100 233,490 - -

Deferred shares 10,511 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 10,511

Deferred shares 10,511 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 10,511

Deferred share

rights

19,727 22-Nov-1922-Nov-2322-Nov-23 19,727 100 479,638 - - - (19,727) 100 479,638 - -

Restricted rights 25,661 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 25,661

Restricted rights 25,661 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 25,661

F Faruqui

Deferred shares 1,797 21-Nov-1421-Nov-17 - - - - - - - (1,797) 100 50,778 - -

Deferred shares 8,523 22-Nov-2122-Nov-22 - - - - - - - (8,523) 100 240,834 - -

Deferred shares 7,862 22-Nov-2122-Nov-23 - 7,862 100 191,155 - - - (7,862) 100 216,332 - -

Deferred shares 12,950 01-Oct-2222-Nov-23 - 12,950 100 314,864 - -

-

(12,950) 100 365,927 - -

Deferred shares 11,844 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 11,844

85Remuneration report

84ANZ 2024 Annual Report

Type of equity
Number

granted

1

Equity

fair

value

(for

2024

grants

only)

$

Grant


date

First

date

exercisable

Date

of

expiry

Vested

Lapsed/

ForfeitedExercised/SoldVested

and

exercis-

able

as at

30 Sep

2024

3

Unexer-

cisable

as at

30 Sep

2024

4

NameNumber%

Value

2


$Number%

Value

2


$Number%

Value

2


$

CEO and Current Disclosed Executives

S Elliott

Deferred shares 3,001 22-Nov-1922-Nov-23 - 3,001 100 72,966 - - - (3,001) 100 72,966 -

Deferred shares 5,420 07-Dec-2022-Nov-23 - 5,420 100 131,781 - - - (5,420) 100 131,781 - -

Deferred shares 10,830 22-Nov-2122-Nov-23 - 10,830 100 263,318 - - - (10,830) 100 263,318 - -

Deferred shares 20,156 01-Oct-2222-Nov-23 - 20,156 100 490,069 - - - (20,156) 100 490,069 - -

Deferred shares 19,740 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 19,740

Deferred shares 19,739 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 19,739

Deferred shares 3,158 25.66 01-Oct-2322-Nov-26 - - - - - - - - - - - 3,158

Deferred shares 3,158 25.66 01-Oct-2322-Nov-27 - - - - - - - - - - - 3,158

Deferred shares 3,158 25.66 01-Oct-2322-Nov-28 - - - - - - - - - - - 3,158

Restricted rights 21,984 20.08 21-Dec-2321-Dec-2721-Dec-29 - - - - - - - - - - 21,984

Restricted rights 21,984 18.85 21-Dec-2321-Dec-2821-Dec-30 - - - - - - - - - - 21,984

Restricted rights 22,651 17.70 21-Dec-2321-Dec-2921-Dec-31 - - - - - - - - - - 22,651

Performance rights126,050 17-Dec-1917-Dec-2317-Dec-25 - - - (126,050)100 (3,223,073)- - - - -

Performance rights 42,016 17-Dec-1917-Dec-2317-Dec-25 - - - (42,016)100 (1,074,341)- - - - -

Performance rights 16,488 12.54 21-Dec-2321-Dec-2721-Dec-29 - - - - - - - - - - 16,488

Performance rights 5,496 7.35 21-Dec-2321-Dec-2721-Dec-29 - - - - - - - - - - 5,496

Performance rights 16,488 11.33 21-Dec-2321-Dec-2821-Dec-30 - - - - - - - - - - 16,488

Performance rights 5,496 7.26 21-Dec-2321-Dec-2821-Dec-30 - - - - - - - - - - 5,496

Performance rights 16,988 10.08 21-Dec-2321-Dec-2921-Dec-31 - - - - - - - - - - 16,988

Performance rights 5,662 7.15 21-Dec-2321-Dec-2921-Dec-31 - - -

- - - - - - - 5

,662

M Carnegie

Deferred shares 36 20-Aug-1601-Jun-17 - - - - - - - (36) 100 1,038 - -

Deferred shares 3,584 20-Aug-1620-Aug-17 - - - - - - - (3,584) 100 103,364 - -

Deferred shares 1,327 20-Aug-1621-Nov-17 - - - - - - - (1,327) 100 38,271 - -

Deferred shares 1,327 20-Aug-1627-Feb-18 - - - - - - - (1,327) 100 38,271 - -

Deferred shares 1,327 20-Aug-1601-Jun-18 - - - - - - - (1,327) 100 38,271 - -

Deferred shares 1,182 22-Nov-1622-Nov-19 - - - - - - - (1,182) 100 34,089 - -

Deferred shares 1,182 22-Nov-1622-Nov-20 - - - - - - - (1,182) 100 34,089 - -

Deferred shares 4,785 22-Nov-1722-Nov-18 - - - - - - - (4,785) 100 138,001 - -

Deferred shares 4,785 22-Nov-1722-Nov-19 - - - - - - - (4,785) 100 138,001 - -

Deferred shares 4,785 22-Nov-1722-Nov-20 - - - - - - - (4,785) 100 138,001 - -

Deferred shares 4,785 22-Nov-1722-Nov-21 - - - - - - - (4,785) 100 142,975 - -

Deferred shares 5,205 22-Nov-1822-Nov-19 - - - - - - - (5,205) 100 156,052 - -

Deferred shares 5,202 22-Nov-1822-Nov-20 - - - - - - - (5,202) 100 155,962 - -

Deferred shares 5,202 22-Nov-1822-Nov-21 - - - - - - - (5,202) 100 155,962 - -

Deferred shares 5,202 22-Nov-1822-Nov-22 - - - - - - - (5,202) 100 155,962 - -

9.3 Equity holdings

For the equity granted to the CEO and Disclosed Executives in November/December 2023, all deferred shares were purchased on the

market. For deferred share rights, which vested to Disclosed Executives in November 2023, where the rights were not able to be satisfied

through the reallocation of previously forfeited shares they were satisfied through the on market purchase of shares.

9.3.1 CEO and Disclosed Executives’ equity granted, vested, exercised/sold and lapsed/forfeited

The table below sets out details of deferred shares and rights that we granted to the CEO and Disclosed Executives:

• during the 2024 year, relating to 2023 Performance and Remuneration Review outcomes; or

• in prior years and that then vested, were exercised/sold or which lapsed/were forfeited during the 2024 year.

Equity granted, vested, exercised/sold and lapsed/forfeited – CEO and Disclosed Executives

84ANZ 2024 Annual Report

Type of equity

Number

granted

1

Equity

fair

value

(for

2024

grants

only)

$

Grant


date

First

date

exercisable

Date

of

expiry

Vested

Lapsed/

ForfeitedExercised/SoldVested

and

exercis-

able

as at

30 Sep

2024

3

Unexer-

cisable

as at

30 Sep

2024

4

NameNumber%

Value

2


$Number%

Value

2


$Number%

Value

2


$

CEO and Current Disclosed Executives

M Carnegie

Deferred shares 7,924 22-Nov-1922-Nov-20 - - - - - - - (7,924) 100 234,926 - -

Deferred shares 5,942 22-Nov-1922-Nov-21 - - - - - - - (5,942) 100 176,131 - -

Deferred shares 3,961 22-Nov-1922-Nov-22 - - - - - - - (3,961) 100 117,411 -

Deferred shares 1,980 22-Nov-1922-Nov-23 - 1,980 100 48,141 - - - - - - 1,980 -

Deferred shares 7,099 07-Dec-2022-Nov-21 - - - - - - - (7,099) 100 210,426 - -

Deferred shares 5,323 07-Dec-2022-Nov-22 - - - - - - - (5,207) 98 154,344 116 -

Deferred shares 3,549 07-Dec-2022-Nov-23 - 3,549 100 86,290 - - - - - - 3,549 -

Deferred shares 6,165 22-Nov-2122-Nov-23 - 6,165 100 149,895 - - - - - - 6,165 -

Deferred shares 9,970 01-Oct-2222-Nov-23 - 9,970 100 242,409 - - - - - - 9,970 -

Deferred shares 10,857 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 10,857

Deferred shares 10,856 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 10,856

Restricted rights 17,321 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 17,321

Restricted rights 17,321 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 17,321

Performance rights 30,612 22-Nov-1922-Nov-2322-Nov-25 - - - (30,612)100 (744,294)- - - - -

Performance rights 10,204 22-Nov-1922-Nov-2322-Nov-25 - - - (10,204)100 (248,098)- - - - -

Performance rights 12,991 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 12,991

Performance rights 4,330 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 4,330

Performance rights 12,991 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 12,991

Performance rights 4,330 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 4,330

E Clements

5


Deferred shares 2,751 07-Dec-2022-Nov-23 - 2,751 100 66,887 - - - - - - 2

,751 -

Deferred shares 2,285 22-Nov-2122-Nov-23 - 2,285 100 55,557 - - - - - - 2,285 -

Deferred shares 3,033 22-Nov-2222-Nov-23 - 3,033 100 73,744 - - - - - - 3,033 -

Deferred shares 4,102 24.31 22-Nov-2322-Nov-24 - - - - - - - - - - - 4,102

Deferred shares 4,102 24.31 22-Nov-2322-Nov-25 - - - - - - - - - - - 4,102

Deferred shares 4,102 24.31 22-Nov-2322-Nov-26 - - - - - - - - - - - 4,102

Restricted rights 10,659 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 10,659

Restricted rights 10,659 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 10,659

Performance rights 7,994 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 7,994

Performance rights 2,664 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 2,664

Performance rights 7,994 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 7,994

Performance rights 2,664 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 2,664

K Corbally


Deferred shares 3,829 22-Nov-1922-Nov-23 - 3,829 100 93,098 - - - (3,829) 100 93,225 - -

Deferred shares 3,720 07-Dec-2022-Nov-23 - 3,720 100 90,447 - - - (3,720) 100 90,572 - -

Deferred shares 6,647 22-Nov-2122-Nov-23 - 6,647 100 161,614 - - - (6,647) 100 161,836 - -

Deferred shares 9,590 01-Oct-2222-Nov-23 - 9,590 100 233,169 - - - (9,590) 100 233,490 - -

Deferred shares 10,511 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 10,511

Deferred shares 10,511 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 10,511

Deferred share

rights

19,727 22-Nov-1922-Nov-2322-Nov-23 19,727 100 479,638 - - - (19,727) 100 479,638 - -

Restricted rights 25,661 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 25,661

Restricted rights 25,661 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 25,661

F Faruqui

Deferred shares 1,797 21-Nov-1421-Nov-17 - - - - - - - (1,797) 100 50,778 - -

Deferred shares 8,523 22-Nov-2122-Nov-22 - - - - - - - (8,523) 100 240,834 - -

Deferred shares 7,862 22-Nov-2122-Nov-23 - 7,862 100 191,155 - - - (7,862) 100 216,332 - -

Deferred shares 12,950 01-Oct-2222-Nov-23 - 12,950 100 314,864 - -

-

(12,950) 100 365,927 - -

Deferred shares 11,844 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 11,844

85Remuneration report

85

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Type of equity
Number

granted

1

Equity

fair

value

(for

2024

grants

only)

$

Grant


date

First

date

exercisable

Date

of

expiry

Vested

Lapsed/

ForfeitedExercised/SoldVested

and

exercis-

able

as at

30 Sep

2024

3

Unexer-

cisable

as at

30 Sep

2024

4

NameNumber%

Value

2


$Number%

Value

2


$Number%

Value

2


$

CEO and Current Disclosed Executives

F Faruqui

Deferred shares 11,843 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 11,843

Deferred share

rights

4,257 22-Nov-1922-Nov-2322-Nov-23 4,257 100 103,504 - - - (4,257) 100 103,504 - -

Deferred share

rights

3,619 07-Dec-2022-Nov-2322-Nov-23 3,619 100 87,992 - - - (3,619) 100 87,992 - -

Restricted rights 16,988 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 16,988

Restricted rights 16,988 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 16,988

Performance rights 51,839 22-Nov-1922-Nov-2322-Nov-25 - - - (51,839)100 (1,260,403)- - - - -

Performance rights 17,279 22-Nov-1922-Nov-2322-Nov-25 - - - (17,279)100 (420,118)- - - - -

Performance rights 12,741 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 12,741

Performance rights 4,247 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 4,247

Performance rights 12,741 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 12,741

Performance rights 4,247 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 4,247

G Florian

Deferred shares 2,775 22-Nov-1822-Nov-22 - - - - - - - (2,775) 100 71,726 - -

Deferred shares 4,491 22-Nov-1922-Nov-20 - - - - - - - (4,491) 100 119,651 - -

Deferred shares 1,122 22-Nov-1922-Nov-23 - 1,122 100 27,280 - - - (1,122) 100 29,893 - -

Deferred shares 3,219 07-Dec-2022-Nov-23 - 3,219 100 78,266 - - - (3,219) 100 85,762 - -

Deferred shares 7,326 22-Nov-2122-Nov-23 - 7,326 100 178,123 - - - (7,326) 100 202,453 - -

Deferred shares 9,590 01-Oct-2222-Nov-23 - 9,590 100 233,169 - - - (9,590) 100 283,731 - -

Deferred shares 9,820 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 9,820

Deferred shares 9,820 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 9,820

Restricted rights 16,821 18.92 22-Nov-2322-Nov-2722-Nov-29 - - -

- - - - - - - 16

,821

Restricted rights 16,821 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 16,821

Performance rights 17,346 22-Nov-1922-Nov-2322-Nov-25 - - - (17,346)100 (421,747)- - - - -

Performance rights 5,782 22-Nov-1922-Nov-2322-Nov-25 - - - (5,782)100 (140,582)- - - - -

Performance rights 12,616 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 12,616

Performance rights 4,205 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 4,205

Performance rights 12,616 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 12,616

Performance rights 4,205 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 4,205

C Morgan

Deferred shares 3,025 20-Aug-2320-Aug-24 - 3,025 100 90,420 - - - - - - 3,025 -

Deferred shares 5,082 20-Aug-2320-Aug-24 - 5,082 100 151,906 - - - - - - 5,082 -

Deferred shares 4,935 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 4,935

Deferred shares 4,934 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 4,934

Restricted rights 15,122 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 15,122

Restricted rights 15,122 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 15,122

Performance rights 11,342 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 11,342

Performance rights 3,780 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 3,780

Performance rights 11,342 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 11,342

Performance rights 3,780 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 3,780

A Strong

Deferred shares 2,590 07-Dec-2022-Nov-22 - - - - - - - (2,590) 100 63,059 - -

Deferred shares 3,229 07-Dec-2022-Nov-23 - 3,229 100 78,509 - - - (3,229) 100 78,617 - -

Deferred shares 4,189 22-Nov-2122-Nov-22 - - - - - - - (4,189) 100 101,990 - -

Deferred shares 4,187 22-Nov-2122-Nov-23 - 4,187 100 101,802 - - - (4,187) 100 101,942 - -

Deferred shares 6,133 01-Oct-2222-Nov-23 - 6,133 100 149,117 - - - (6,133) 100 149,321 - -

Deferred shares 6,761 25.6601-Oct-2322-Nov-24 - - - - - - - - - - - 6,761

Deferred shares 6,760 25.66 01-Oct-2322-Nov-25 - - -

- - - - - - - - 6

,760

Restricted rights 11,325 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 11,325

Restricted rights 11,325 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 11,325

86ANZ 2024 Annual Report

1. For the purpose of the five highest paid executive disclosures, Executives are defined as Disclosed Executives or other members of the ExCo. For the 2024 financial year the five highest

paid executives include five Disclosed Executives. Rights granted to Disclosed Executives as remuneration in 2024 are included in the table. No rights have been granted to the CEO,

Disclosed Executives or the five highest paid executives since the end of 2024 up to the Directors’ Report sign-off date. 2. The point in time value of deferred shares/deferred share rights

and/or restricted rights/performance rights is based on the one day VWAP of the Company’s shares traded on the ASX on the date of vesting, lapsing/forfeiture or exercising/sale/transfer

out of trust, multiplied by the number of deferred shares/deferred share rights and/or restricted rights/performance rights. The exercise price for all deferred share rights/restricted rights/

performance rights is $0.00. No terms or conditions of grant of the share-based payment transactions have been altered or modified during the reporting period. 3. The number vested

and exercisable is the number of shares, options and rights that remain vested at the end of the reporting period. No shares, options and rights were vested and unexercisable.

4. Performance rights granted in prior years (by grant date) that remained unexerciseable at 30 September 2024 or date ceased as a KMP include (the below):

Nov-20Nov-21Nov-22Nov-23

S Elliott159,308126,35373,14366,618

M Carnegie38,37842,34536,57234,642

E Clements---21,316

K Corbally----

F Faruqui34,04554,00636,57233,976

G Florian34,82050,32433,64433,642

C Morgan--18,42130,244

A Strong--21,94422,650

A Watson31,38951,11732,44230,098

M Whelan34,04560,26642,71639,970

R Howell----

Type of equity

Number

granted

1

Equity

fair

value

(for

2024

grants

only)

$

Grant


date

First

date

exercisable

Date

of

expiry

Vested

Lapsed/

ForfeitedExercised/SoldVested

and

exercis-

able

as at

30 Sep

2024

3

Unexer-

cisable

as at

30 Sep

2024

4

NameNumber%

Value

2


$Number%

Value

2


$Number%

Value

2


$

CEO and Current Disclosed Executives

A Strong

Performance rights 8,494 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 8,494

Performance rights 2,831 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 2,831

Performance rights 8,494 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 8,494

Performance rights 2,831 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 2,831

A Watson

Deferred shares29 03-Dec-1803-Dec-21 - - - - - - - (29) 100 856 - -

Deferred shares32 02-Dec-1902-Dec-22 - - - - - - - (32) 100 945 - -

Deferred shares 4,541 22-Nov-1922-Nov-23 - 4,541 100 110,409 - - - (4,541) 100 128,315 - -

Deferred shares 2,902 07-Dec-2022-Nov-23 - 2,902 100 70,559 - - - (2,902) 100 82,815 - -

Deferred shares 7,442 22-Nov-2122-Nov-23 - 7,442 100 180,943 - - - (5,357) 72 158,151 2,085 -

Deferred shares 9,162 01-Oct-2222-Nov-23 - 9,162 100 222,763 - - - - - - 9,162 -

Deferred shares 9,328 25.6601-Oct-2322-Nov-24 - - - - - - - - - - - 9,328

Deferred shares 9,328 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 9,328

Restricted rights 15,050 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 15,050

Restricted rights 15,050 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 15,050

Performance rights 11,287 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 11,287

P

erformance rights 3,762 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 3,762

Performance rights 11,287 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 11,287

Performance rights 3,762 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 3,762

M Whelan

Deferred shares 3,499 22-Nov-1922-Nov-23 - 3,499 100 85,074 - - - (3,499) 100 85,085 - -

Deferred shares 3,148 07-Dec-2022-Nov-23 - 3,148 100

76,540 - - - (3,148) 100 76,550 - -

Deferred shares 8,774 22-Nov-2122-Nov-23 - 8,774 100 213,329 - - - (8,774) 100 213,357 - -

Deferred shares 11,595 01-Oct-2222-Nov-23 - 11,595 100 281,919 - - - (11,595) 100 281,956 - -

Deferred shares 14,410 25.6601-Oct-2322-Nov-24 - - - - - - - - - - - 14,410

Deferred shares 14,409 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 14,409

Restricted rights 19,986 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 19,986

Restricted rights 19,986 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 19,986

Performance rights 54,081 22-Nov-1922-Nov-2322-Nov-25 - - - (54,081)100 (1,314,915)- - - - -

Performance rights 18,027 22-Nov-1922-Nov-2322-Nov-25 - - - (18,027)100 (438,305)- - - - -

Performance rights 14,989 11.9422-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 14,989

Performance rights 4,996 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 4,996

Performance rights 14,989 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 14,989

Performance rights 4,996 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 4,996

Former Disclosed Executives

R Howell

6

Performance rights granted to S Elliott in 2024 were approved by shareholders at

the 2023 AGM in accordance with ASX Listing Rule 10.14.

5. Equity transactions disclosed from date commenced as a Disclosed Executive.


6. Equity transactions disclosed up to date ceased as a KMP. There were no

disclosable transactions for R Howell.

87Remuneration report

86ANZ 2024 Annual Report

Type of equity
Number

granted

1

Equity

fair

value

(for

2024

grants

only)

$

Grant


date

First

date

exercisable

Date

of

expiry

Vested

Lapsed/

ForfeitedExercised/SoldVested

and

exercis-

able

as at

30 Sep

2024

3

Unexer-

cisable

as at

30 Sep

2024

4

NameNumber%

Value

2


$Number%

Value

2


$Number%

Value

2


$

CEO and Current Disclosed Executives

F Faruqui

Deferred shares 11,843 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 11,843

Deferred share

rights

4,257 22-Nov-1922-Nov-2322-Nov-23 4,257 100 103,504 - - - (4,257) 100 103,504 - -

Deferred share

rights

3,619 07-Dec-2022-Nov-2322-Nov-23 3,619 100 87,992 - - - (3,619) 100 87,992 - -

Restricted rights 16,988 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 16,988

Restricted rights 16,988 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 16,988

Performance rights 51,839 22-Nov-1922-Nov-2322-Nov-25 - - - (51,839)100 (1,260,403)- - - - -

Performance rights 17,279 22-Nov-1922-Nov-2322-Nov-25 - - - (17,279)100 (420,118)- - - - -

Performance rights 12,741 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 12,741

Performance rights 4,247 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 4,247

Performance rights 12,741 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 12,741

Performance rights 4,247 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 4,247

G Florian

Deferred shares 2,775 22-Nov-1822-Nov-22 - - - - - - - (2,775) 100 71,726 - -

Deferred shares 4,491 22-Nov-1922-Nov-20 - - - - - - - (4,491) 100 119,651 - -

Deferred shares 1,122 22-Nov-1922-Nov-23 - 1,122 100 27,280 - - - (1,122) 100 29,893 - -

Deferred shares 3,219 07-Dec-2022-Nov-23 - 3,219 100 78,266 - - - (3,219) 100 85,762 - -

Deferred shares 7,326 22-Nov-2122-Nov-23 - 7,326 100 178,123 - - - (7,326) 100 202,453 - -

Deferred shares 9,590 01-Oct-2222-Nov-23 - 9,590 100 233,169 - - - (9,590) 100 283,731 - -

Deferred shares 9,820 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 9,820

Deferred shares 9,820 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 9,820

Restricted rights 16,821 18.92 22-Nov-2322-Nov-2722-Nov-29 - - -

- - - - - - - 16

,821

Restricted rights 16,821 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 16,821

Performance rights 17,346 22-Nov-1922-Nov-2322-Nov-25 - - - (17,346)100 (421,747)- - - - -

Performance rights 5,782 22-Nov-1922-Nov-2322-Nov-25 - - - (5,782)100 (140,582)- - - - -

Performance rights 12,616 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 12,616

Performance rights 4,205 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 4,205

Performance rights 12,616 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 12,616

Performance rights 4,205 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 4,205

C Morgan

Deferred shares 3,025 20-Aug-2320-Aug-24 - 3,025 100 90,420 - - - - - - 3,025 -

Deferred shares 5,082 20-Aug-2320-Aug-24 - 5,082 100 151,906 - - - - - - 5,082 -

Deferred shares 4,935 25.66 01-Oct-2322-Nov-24 - - - - - - - - - - - 4,935

Deferred shares 4,934 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 4,934

Restricted rights 15,122 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 15,122

Restricted rights 15,122 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 15,122

Performance rights 11,342 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 11,342

Performance rights 3,780 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 3,780

Performance rights 11,342 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 11,342

Performance rights 3,780 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 3,780

A Strong

Deferred shares 2,590 07-Dec-2022-Nov-22 - - - - - - - (2,590) 100 63,059 - -

Deferred shares 3,229 07-Dec-2022-Nov-23 - 3,229 100 78,509 - - - (3,229) 100 78,617 - -

Deferred shares 4,189 22-Nov-2122-Nov-22 - - - - - - - (4,189) 100 101,990 - -

Deferred shares 4,187 22-Nov-2122-Nov-23 - 4,187 100 101,802 - - - (4,187) 100 101,942 - -

Deferred shares 6,133 01-Oct-2222-Nov-23 - 6,133 100 149,117 - - - (6,133) 100 149,321 - -

Deferred shares 6,761 25.6601-Oct-2322-Nov-24 - - - - - - - - - - - 6,761

Deferred shares 6,760 25.66 01-Oct-2322-Nov-25 - - -

- - - - - - - - 6

,760

Restricted rights 11,325 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 11,325

Restricted rights 11,325 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 11,325

86ANZ 2024 Annual Report

1. For the purpose of the five highest paid executive disclosures, Executives are defined as Disclosed Executives or other members of the ExCo. For the 2024 financial year the five highest

paid executives include five Disclosed Executives. Rights granted to Disclosed Executives as remuneration in 2024 are included in the table. No rights have been granted to the CEO,

Disclosed Executives or the five highest paid executives since the end of 2024 up to the Directors’ Report sign-off date. 2. The point in time value of deferred shares/deferred share rights

and/or restricted rights/performance rights is based on the one day VWAP of the Company’s shares traded on the ASX on the date of vesting, lapsing/forfeiture or exercising/sale/transfer

out of trust, multiplied by the number of deferred shares/deferred share rights and/or restricted rights/performance rights. The exercise price for all deferred share rights/restricted rights/

performance rights is $0.00. No terms or conditions of grant of the share-based payment transactions have been altered or modified during the reporting period. 3. The number vested

and exercisable is the number of shares, options and rights that remain vested at the end of the reporting period. No shares, options and rights were vested and unexercisable.

4. Performance rights granted in prior years (by grant date) that remained unexerciseable at 30 September 2024 or date ceased as a KMP include (the below):

Nov-20Nov-21Nov-22Nov-23

S Elliott159,308126,35373,14366,618

M Carnegie38,37842,34536,57234,642

E Clements---21,316

K Corbally----

F Faruqui34,04554,00636,57233,976

G Florian34,82050,32433,64433,642

C Morgan--18,42130,244

A Strong--21,94422,650

A Watson31,38951,11732,44230,098

M Whelan34,04560,26642,71639,970

R Howell----

Type of equity

Number

granted

1

Equity

fair

value

(for

2024

grants

only)

$

Grant


date

First

date

exercisable

Date

of

expiry

Vested

Lapsed/

ForfeitedExercised/SoldVested

and

exercis-

able

as at

30 Sep

2024

3

Unexer-

cisable

as at

30 Sep

2024

4

NameNumber%

Value

2


$Number%

Value

2


$Number%

Value

2


$

CEO and Current Disclosed Executives

A Strong

Performance rights 8,494 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 8,494

Performance rights 2,831 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 2,831

Performance rights 8,494 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 8,494

Performance rights 2,831 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 2,831

A Watson

Deferred shares29 03-Dec-1803-Dec-21 - - - - - - - (29) 100 856 - -

Deferred shares32 02-Dec-1902-Dec-22 - - - - - - - (32) 100 945 - -

Deferred shares 4,541 22-Nov-1922-Nov-23 - 4,541 100 110,409 - - - (4,541) 100 128,315 - -

Deferred shares 2,902 07-Dec-2022-Nov-23 - 2,902 100 70,559 - - - (2,902) 100 82,815 - -

Deferred shares 7,442 22-Nov-2122-Nov-23 - 7,442 100 180,943 - - - (5,357) 72 158,151 2,085 -

Deferred shares 9,162 01-Oct-2222-Nov-23 - 9,162 100 222,763 - - - - - - 9,162 -

Deferred shares 9,328 25.6601-Oct-2322-Nov-24 - - - - - - - - - - - 9,328

Deferred shares 9,328 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 9,328

Restricted rights 15,050 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 15,050

Restricted rights 15,050 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 15,050

Performance rights 11,287 11.94 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 11,287

Performance rights 3,762 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 3,762

Performance rights 11,287 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 11,287

Performance rights 3,762 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 3,762

M Whelan

Deferred shares 3,499 22-Nov-1922-Nov-23 - 3,499 100 85,074 - - - (3,499) 100 85,085 - -

Deferred shares 3,148 07-Dec-2022-Nov-23 - 3,148 100

7

6,540 - - - (3,148) 100 76,550 - -

Deferred shares 8,774 22-Nov-2122-Nov-23 - 8,774 100 213,329 - - - (8,774) 100 213,357 - -

Deferred shares 11,595 01-Oct-2222-Nov-23 - 11,595 100 281,919 - - - (11,595) 100 281,956 - -

Deferred shares 14,410 25.6601-Oct-2322-Nov-24 - - - - - - - - - - - 14,410

Deferred shares 14,409 25.66 01-Oct-2322-Nov-25 - - - - - - - - - - - 14,409

Restricted rights 19,986 18.92 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 19,986

Restricted rights 19,986 17.77 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 19,986

Performance rights 54,081 22-Nov-1922-Nov-2322-Nov-25 - - - (54,081)100 (1,314,915)- - - - -

Performance rights 18,027 22-Nov-1922-Nov-2322-Nov-25 - - - (18,027)100 (438,305)- - - - -

Performance rights 14,989 11.9422-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 14,989

Performance rights 4,996 7.37 22-Nov-2322-Nov-2722-Nov-29 - - - - - - - - - - 4,996

Performance rights 14,989 10.74 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 14,989

Performance rights 4,996 7.26 22-Nov-2322-Nov-2822-Nov-30 - - - - - - - - - - 4,996

Former Disclosed Executives

R Howell

6

Performance rights granted to S Elliott in 2024 were approved by shareholders at

the 2023 AGM in accordance with ASX Listing Rule 10.14.

5. Equity transactions disclosed from date commenced as a Disclosed Executive.


6. Equity transactions disclosed up to date ceased as a KMP. There were no

disclosable transactions for R Howell.

87Remuneration report

87

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

9.3.2 NED, CEO and Disclosed Executives’ equity holdings
The table below sets out details of equity held directly, indirectly or beneficially by each NED, the CEO and each Disclosed Executive,

including their related parties.

Equity holdings – NED, CEO and Disclosed Executives

NameType of equity

Opening balance at

1 Oct 2023

Granted during

the year as

remuneration

1

Received during the

year on exercise of

options or rights

Resulting from any

other changes

during the year

2

Closing

balance at

30 Sep 2024

3,4

Current Non-Executive Directors

P O'Sullivan

Ordinary shares 4,350 - - - 4,350

Capital notes 7 9,250 - - - 9,250

R Gibb

5


Ordinary shares - - - 1,032 1,032

Capital notes 7 - - - 194 194

Capital notes 8 - - - 196 196

J Halton

Ordinary shares 10,058 - - - 10,058

H Kramer

Ordinary shares 5,828 - - - 5,828

C O'Reilly

Ordinary shares 6,400 - - - 6,400

J Smith

Ordinary shares 2,779 - - - 2,779

S St John

5

Ordinary shares 2,000 - - 1,000 3,000

Former Non-Executive Directors

I Atlas

6

Ordinary shares 15,318 - - - 15,318

J Key

6

Ordinary shares 10,500 - - - 10,500

J Macfarlane

6

Ordinary shares 19,042 - - - 19,042

Capital notes 6 2,140 - - - 2,140

Capital notes 7 2,000 - - - 2,000

Capital notes 8 5,000 - - - 5,000

CEO and Current Disclosed Executives

S Elliott

Deferred shares 73,103 48,953 - (39,407) 82,649

Ordinary shares 495,640 - - 44,648 540,288

Restricted rights 73,145 66,619 - - 139,764

Performance rights 526,870 66,618 - (168,066) 425,422

M Carnegie

Deferred shares 132,773 21,713 - (84,865) 69,621

Ordinary shares 41,580 - - 4,298 45,878

Restricted rights 36,572 34,642 - - 71,214

Performance rights 158,111 34,642 - (40,816) 151,937

E Clements

5

Deferred shares 17,775 12,306 - - 30,081

Ordinary shares 993 - - 1,567 2,560

Restricted rights - 21,318 - - 21,318

Performance rights - 21,316 - - 21,316

K Corbally

Deferred shares 45,958 21,022 - (23,786) 43,194

Ordinary shares 4,345 - 19,727 (24,072) -

Capital notes 6 1,400 - - - 1,400

Deferred share rights 62,675 - (19,727) - 42,948

Restricted rights 54,182 51,322 - - 105,504

F Faruqui

Deferred shares 51,942 23,687 - (31,132) 44,497

Ordinary shares 120,517 - 6,397 3,238 130,152

Deferred share rights 9,780 - (7,876) - 1,904

Restricted rights 36,572 33,976 - - 70,548

Performance rights 193,741 33,976 - (69,118) 158,599

G Florian

Deferred shares 47,048 19,640 - (28,523) 38,165

Ordinary shares 55,612 - - (25,495) 30,117

Restricted rights 33,646 33,642 - - 67,288

Performance rights 141,916 33,642 - (23,128) 152,430

C Morgan

7

Deferred shares 13,189 9,869 - - 23,058

Ordinary shares 25 - - 1,197 1,222

Restricted rights 18,422 30,244 - - 48,666

Performance rights 18,421 30,244 - - 48,665

A Strong

Deferred shares 36,779 13,521 - (20,328) 29,972

Ordinary shares 4,235 - - (1,897) 2,338

Restricted rights 21,944 22,650 - - 44,594

Performance rights 21,944 22,650 - - 44,594

A Watson Deferred shares 42,101 18,656 - (12,800) 47,957

Employee Share Offer 61 - - (61) -

Ordinary shares 50,974 - - (13,795) 37,179

Restricted rights 32,442 30,100 - - 62,542

Performance rights 114,948 30,098 - - 145,046

88ANZ 2024 Annual Report

9.4 Loans

9.4.1 Overview

When we lend to NEDs, the CEO or Disclosed Executives, we do so in the ordinary course of business and on normal commercial terms

and conditions that are no more favourable than those given to other employees or customers – this includes the term of the loan, the

security required and the interest rate. Details of the terms and conditions of lending products can be found on anz.com. No amounts

have been written off during the period, or individual assessed allowance for expected credit losses raised in respect of these balances.

Total loans to NEDs, the CEO and Disclosed Executives, including their related parties at 30 September 2024 (including those with

balances less than $100,000) was $22,200,018 (2023: $28,232,882) with interest paid of $992,976 (2023: $1,241,031) during the period.

9.4.2 NED, CEO and Disclosed Executives’ loan transactions

The table below sets out details of loans outstanding to NEDs, the CEO and Disclosed Executives including their related parties,

if – at any time during the year – the individual’s aggregate loan balance exceeded $100,000.

Loan transactions – NED, CEO and Disclosed Executives

Names

Opening balance

at 1 Oct 2023¹

$

Closing balance at

30 Sep 2024

$

Interest paid and

payable in the

reporting period²

$

Highest balance in

the reporting period

$

Current Non–Executive Directors

P O’Sullivan657,99867523664,981

H Kramer3,189,9353,532,890205,6643,602,471

S St John1,160,0961,145,91637,1121,165,093

CEO and Current Disclosed Executives

S Elliott2,467,0621,968,20572,1732,478,583

M Carnegie5,602,1833,782141,5665,620,083

G Florian2,324,1572,223,98260,8872,344,193

A Strong1,715,9812,406,222116,7142,868,494

M Whelan1,528,4581,495,36595,0891,578,999

Former Disclosed Executives

J Key

3

3,583,9613,579,413 157,598 3,896,804

J Macfarlane

3

5,907,6905,762,167 105,883 6,310,584

Total 28,137,521 22,118,617 992,709 30,530,285

1. Opening balances have been adjusted for new and leaving KMP. 2. Actual interest paid after considering offset accounts. The loan balance is shown gross, however the interest paid

takes into account the impact of offset amounts. 3. Closing balance is as at the date ceased as a KMP.

9.5 Other transactions

Other transactions with NEDs, the CEO and Disclosed Executives, and their related parties included deposits.

Other transactions – NED, CEO and Disclosed Executives

Opening balance at

1 Oct 2023

1

$

Closing balance at

30 Sep 2024

2,3

$

Total KMP Deposits40,821,99843,105,069

1. Opening balance is at 1 October 2023 or the date of commencement as a KMP if part way through the year and it has been adjusted to take into account timing variances.

2. Closing balance is at 30 September 2024 or at the date ceased as a KMP if part way through the year. 3. Interest received on deposits for 2024 was $845,972 (2023: $999,448).

Other transactions with KMP and their related parties included amounts paid to the Group in respect of investment management

service fees, brokerage, bank fees and charges. The Group has reimbursed KMP for the costs incurred for security and secretarial

services associated with the performance of their duties. These transactions are conducted on normal commercial terms and

conditions are no more favourable than those given to other employees or customers.

M Whelan

Deferred shares 48,958 28,819 - (27,016) 50,761

Ordinary shares 47,196 - - (41,820) 5,376

Restricted rights 42,716 39,972 - - 82,688

Performance rights 209,135 39,970 - (72,108) 176,997

Former Disclosed Executives

R Howell

6

Deferred shares 12,138 - - - 12,138

1. Details of options/rights granted as remuneration during 2024 are provided in the previous table. 2. Shares resulting from any other changes during the year include the net result of

any shares purchased (including under the ANZ Share Purchase Plan), forfeited, sold or acquired under the Dividend Reinvestment Plan. 3. The following shares (included in the

holdings above) were held on behalf of the NEDs, CEO and Disclosed Executives (i.e., indirect beneficially held shares) as at 30 September 2024 (or the date ceased as a KMP):

P O’Sullivan - 0, R Gibb - 1,422, J Halton - 0, H Kramer - 5,828, C O’Reilly - 0, J Smith - 0, S St John - 3,000, I Atlas - 15,318, J Key - 10,500, J Macfarlane - 28,182, S Elliott - 617,696,

M Carnegie - 69,621, E Clements - 30,081, K Corbally - 44,594, F Faruqui - 44,497, G Florian - 68,277, C Morgan - 23,058, A Strong - 29,972, A Watson - 47,957, M Whelan - 52,761,

R Howell - 12,138. 4. Zero rights were vested and exercisable, and zero options/rights were vested and unexerciseable as at 30 September 2024. 5. Commencing balance is based on

holdings as at the date of commencement as a KMP. 6. Concluding balance is based on holdings as at the date ceased as a KMP. 7. 2023 Remuneration Report incorrectly showed a

zero closing balance of ordinary shares. The 25 ordinary shares are still held.

89Remuneration report

88ANZ 2024 Annual Report

9.3.2 NED, CEO and Disclosed Executives’ equity holdings
The table below sets out details of equity held directly, indirectly or beneficially by each NED, the CEO and each Disclosed Executive,

including their related parties.

Equity holdings – NED, CEO and Disclosed Executives

NameType of equity

Opening balance at

1 Oct 2023

Granted during

the year as

remuneration

1

Received during the

year on exercise of

options or rights

Resulting from any

other changes

during the year

2

Closing

balance at

30 Sep 2024

3,4

Current Non-Executive Directors

P O'Sullivan

Ordinary shares 4,350 - - - 4,350

Capital notes 7 9,250 - - - 9,250

R Gibb

5


Ordinary shares - - - 1,032 1,032

Capital notes 7 - - - 194 194

Capital notes 8 - - - 196 196

J Halton

Ordinary shares 10,058 - - - 10,058

H Kramer

Ordinary shares 5,828 - - - 5,828

C O'Reilly

Ordinary shares 6,400 - - - 6,400

J Smith

Ordinary shares 2,779 - - - 2,779

S St John

5

Ordinary shares 2,000 - - 1,000 3,000

Former Non-Executive Directors

I Atlas

6

Ordinary shares 15,318 - - - 15,318

J Key

6

Ordinary shares 10,500 - - - 10,500

J Macfarlane

6

Ordinary shares 19,042 - - - 19,042

Capital notes 6 2,140 - - - 2,140

Capital notes 7 2,000 - - - 2,000

Capital notes 8 5,000 - - - 5,000

CEO and Current Disclosed Executives

S Elliott

Deferred shares 73,103 48,953 - (39,407) 82,649

Ordinary shares 495,640 - - 44,648 540,288

Restricted rights 73,145 66,619 - - 139,764

Performance rights 526,870 66,618 - (168,066) 425,422

M Carnegie

Deferred shares 132,773 21,713 - (84,865) 69,621

Ordinary shares 41,580 - - 4,298 45,878

Restricted rights 36,572 34,642 - - 71,214

Performance rights 158,111 34,642 - (40,816) 151,937

E Clements

5

Deferred shares 17,775 12,306 - - 30,081

Ordinary shares 993 - - 1,567 2,560

Restricted rights - 21,318 - - 21,318

Performance rights - 21,316 - - 21,316

K Corbally

Deferred shares 45,958 21,022 - (23,786) 43,194

Ordinary shares 4,345 - 19,727 (24,072) -

Capital notes 6 1,400 - - - 1,400

Deferred share rights 62,675 - (19,727) - 42,948

Restricted rights 54,182 51,322 - - 105,504

F Faruqui

Deferred shares 51,942 23,687 - (31,132) 44,497

Ordinary shares 120,517 - 6,397 3,238 130,152

Deferred share rights 9,780 - (7,876) - 1,904

Restricted rights 36,572 33,976 - - 70,548

Performance rights 193,741 33,976 - (69,118) 158,599

G Florian

Deferred shares 47,048 19,640 - (28,523) 38,165

Ordinary shares 55,612 - - (25,495) 30,117

Restricted rights 33,646 33,642 - - 67,288

Performance rights 141,916 33,642 - (23,128) 152,430

C Morgan

7

Deferred shares 13,189 9,869 - - 23,058

Ordinary shares 25 - - 1,197 1,222

Restricted rights 18,422 30,244 - - 48,666

Performance rights 18,421 30,244 - - 48,665

A Strong

Deferred shares 36,779 13,521 - (20,328) 29,972

Ordinary shares 4,235 - - (1,897) 2,338

Restricted rights 21,944 22,650 - - 44,594

Performance rights 21,944 22,650 - - 44,594

A Watson Deferred shares 42,101 18,656 - (12,800) 47,957

Employee Share Offer 61 - - (61) -

Ordinary shares 50,974 - - (13,795) 37,179

Restricted rights 32,442 30,100 - - 62,542

Performance rights 114,948 30,098 - - 145,046

88ANZ 2024 Annual Report

9.4 Loans

9.4.1 Overview

When we lend to NEDs, the CEO or Disclosed Executives, we do so in the ordinary course of business and on normal commercial terms

and conditions that are no more favourable than those given to other employees or customers – this includes the term of the loan, the

security required and the interest rate. Details of the terms and conditions of lending products can be found on anz.com. No amounts

have been written off during the period, or individual assessed allowance for expected credit losses raised in respect of these balances.

Total loans to NEDs, the CEO and Disclosed Executives, including their related parties at 30 September 2024 (including those with

balances less than $100,000) was $22,200,018 (2023: $28,232,882) with interest paid of $992,976 (2023: $1,241,031) during the period.

9.4.2 NED, CEO and Disclosed Executives’ loan transactions

The table below sets out details of loans outstanding to NEDs, the CEO and Disclosed Executives including their related parties,

if – at any time during the year – the individual’s aggregate loan balance exceeded $100,000.

Loan transactions – NED, CEO and Disclosed Executives

Names

Opening balance

at 1 Oct 2023¹

$

Closing balance at

30 Sep 2024

$

Interest paid and

payable in the

reporting period²

$

Highest balance in

the reporting period

$

Current Non–Executive Directors

P O’Sullivan657,99867523664,981

H Kramer3,189,9353,532,890205,6643,602,471

S St John1,160,0961,145,91637,1121,165,093

CEO and Current Disclosed Executives

S Elliott2,467,0621,968,20572,1732,478,583

M Carnegie5,602,1833,782141,5665,620,083

G Florian2,324,1572,223,98260,8872,344,193

A Strong1,715,9812,406,222116,7142,868,494

M Whelan1,528,4581,495,36595,0891,578,999

Former Disclosed Executives

J Key

3

3,583,9613,579,413 157,598 3,896,804

J Macfarlane

3

5,907,6905,762,167 105,883 6,310,584

Total 28,137,521 22,118,617 992,709 30,530,285

1. Opening balances have been adjusted for new and leaving KMP. 2. Actual interest paid after considering offset accounts. The loan balance is shown gross, however the interest paid

takes into account the impact of offset amounts. 3. Closing balance is as at the date ceased as a KMP.

9.5 Other transactions

Other transactions with NEDs, the CEO and Disclosed Executives, and their related parties included deposits.

Other transactions – NED, CEO and Disclosed Executives

Opening balance at

1 Oct 2023

1

$

Closing balance at

30 Sep 2024

2,3

$

Total KMP Deposits40,821,99843,105,069

1. Opening balance is at 1 October 2023 or the date of commencement as a KMP if part way through the year and it has been adjusted to take into account timing variances.

2. Closing balance is at 30 September 2024 or at the date ceased as a KMP if part way through the year. 3. Interest received on deposits for 2024 was $845,972 (2023: $999,448).

Other transactions with KMP and their related parties included amounts paid to the Group in respect of investment management

service fees, brokerage, bank fees and charges. The Group has reimbursed KMP for the costs incurred for security and secretarial

services associated with the performance of their duties. These transactions are conducted on normal commercial terms and

conditions are no more favourable than those given to other employees or customers.

M Whelan

Deferred shares 48,958 28,819 - (27,016) 50,761

Ordinary shares 47,196 - - (41,820) 5,376

Restricted rights 42,716 39,972 - - 82,688

Performance rights 209,135 39,970 - (72,108) 176,997

Former Disclosed Executives

R Howell

6

Deferred shares 12,138 - - - 12,138

1. Details of options/rights granted as remuneration during 2024 are provided in the previous table. 2. Shares resulting from any other changes during the year include the net result of

any shares purchased (including under the ANZ Share Purchase Plan), forfeited, sold or acquired under the Dividend Reinvestment Plan. 3. The following shares (included in the

holdings above) were held on behalf of the NEDs, CEO and Disclosed Executives (i.e., indirect beneficially held shares) as at 30 September 2024 (or the date ceased as a KMP):

P O’Sullivan - 0, R Gibb - 1,422, J Halton - 0, H Kramer - 5,828, C O’Reilly - 0, J Smith - 0, S St John - 3,000, I Atlas - 15,318, J Key - 10,500, J Macfarlane - 28,182, S Elliott - 617,696,

M Carnegie - 69,621, E Clements - 30,081, K Corbally - 44,594, F Faruqui - 44,497, G Florian - 68,277, C Morgan - 23,058, A Strong - 29,972, A Watson - 47,957, M Whelan - 52,761,

R Howell - 12,138. 4. Zero rights were vested and exercisable, and zero options/rights were vested and unexerciseable as at 30 September 2024. 5. Commencing balance is based on

holdings as at the date of commencement as a KMP. 6. Concluding balance is based on holdings as at the date ceased as a KMP. 7. 2023 Remuneration Report incorrectly showed a

zero closing balance of ordinary shares. The 25 ordinary shares are still held.

89Remuneration report

89

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Directors’ Report
Our Performance (continued)

1


90 ANZ 2024 Annual Report


Directors’ Report



The Directors’ Report for the financial

year ended 30 September 2024 has

been prepared in accordance with the

requirements of the Corporations Act

2001. The information below forms part

of this Directors’ Report:




Principal activities on page 14;




Operating and financial review on

pages 34 to 47;




Dividends on page 47;




Information on the Directors, Company

Secretaries and Directors’ meetings

on pages 18 to 25;




Remuneration report on pages 48 to 89.



Acquisition of Suncorp Bank

On 31 July 2024, the Group acquired

100% of the shares in SBGH Limited, the

immediate holding company of Suncorp

Bank. Suncorp Bank provides banking and

related services to retail, commercial, small

and medium enterprises and agribusiness

customers in Australia. The transaction

was undertaken to accelerate the growth

of the Group’s retail and commercial

businesses while also improving the

geographic balance of its business in

Australia.



Significant changes in

state of affairs

There have been no other significant

changes in the Group’s state of affairs

other than Acquisition of Suncorp Bank,

as described above.



Events since the end of

the financial year

Other than matters outlined in the

Financial Report, there have been no

significant events from 30 September

2024 to the date of signing this report.



Participation in political

party activities

We aim to assist the democratic process

in Australia by attending and participating

in paid events hosted by the major federal

political parties. For the year ended


30 September 2024, we contributed


$115,000 to participate in political

activities hosted by the Australian Labor

Party, the Liberal Party of Australia and the

National Party of Australia. These activities



included speeches, political functions and

conferences, and policy dialogue forums.

We disclose these contributions to the

Australian Electoral Commission (AEC),

noting the AEC’s reporting year is a

different period to the Group’s financial

year.



Modern slavery reporting

The Group is subject to Australia’s Modern

Slavery Act Australian Commonwealth

Modern Slavery Act 2018 (Cth) and United

Kingdom’s Modern Slavery Act 2015.


Our Modern Slavery Statement (when

released) will set out actions taken to

identify, assess and manage modern

slavery risks in our operations and supply

chain during the 2024 financial year.


Our 2024 Modern Slavery Statement will

be available at

anz.com/esgreport prior to

our Annual General Meeting.



Environmental regulation

We recognise the expectations of our

stakeholders – customers, shareholders,

staff, regulators and the community – to

operate in a way that mitigates our

environmental impact.


In Australia, we meet the requirements

of the National Greenhouse and Energy


Reporting Act 2007 (Cth), which imposes

reporting obligations where energy

production, usage or greenhouse gas

emissions trigger specified thresholds.


We do not believe that our operations

are subject to any other particular and

significant environmental regulation

under a law of the Commonwealth of

Australia or of an Australian State or

Territory. We may become subject to

environmental regulation as a result of

our lending activities in the ordinary

course of business and have developed

policies, which are reviewed on a regular

basis, to help identify and manage such

environmental matters and regulations.


Further details of our environmental

performance, including progress against

our targets and management of ESG

material issues are available in the ESG

Supplement, ESG Data and Framework

Pack, and our Climate-related Financial

Disclosures, at

anz.com/annualreport.


Climate-related disclosures

The Group has current obligations in

relation to mandatory publication of

climate-related disclosures under the New

Zealand Financial Markets Conduct Act

2013 (FMCA). ANZGHL, ANZBGL, ANZ


Bank New Zealand and ANZ New Zealand

Investments Limited are Climate Reporting

Entities (CREs) under the FMCA.


For the financial year ended 30 September

2024, ANZGHL is relying on the exemption

in clause 6 of the Financial Markets

Conduct (Climate-related Disclosures for

Foreign Listed Issuers) Exemption Notice

2024.


The effect of relying on this exemption is

that ANZGHL is not required to comply

with the climate reporting obligations

(including production and lodgement of

climate statements) and the record-

keeping obligations imposed under Part

7A of the FMCA for the financial year

ended 30 September 2024. ANZGHL will

be required to produce separate climate

statements for the reporting period ending

30 September 2025 onwards.


Voluntary Climate Reports have been

prepared for the Group according to the

Task Force on Climate-related Financial

Disclosures recommendations since 2017.

The 2024 Climate-related Financial

Disclosures are available at

anz.com/esgreport.


ANZ Bank New Zealand will publish its first

mandatory climate statement for the

reporting period ended 30 September

2024, which will be available at

anz.co.nz/

about-us/corporate-responsibility/

environment/

no later than 31 January

2025. ANZ Bank New Zealand published a

voluntary climate report for the financial

year ended 30 September 2023 available

at

anz.co.nz/about-us/corporate-

responsibility/environment/

.


ANZ New Zealand Investments Limited

has published climate statements relating

to four of its registered managed

investment schemes in 2024. These are

available at

crd-app.companiesoffice.

govt.nz/dashboard/

. Climate statements

relating to its fifth registered managed

investment scheme are due for lodgement

by 31 January 2025. These will be

available at

crd-app.companiesoffice.

govt.nz/dashboard/

.


90ANZ 2024 Annual Report

Our Performance (continued)
2

Directors’ report 91









Corporate Governance

Statement

We are committed to maintaining a high

standard in our governance framework.

ANZGHL confirms it has followed the ASX

Corporate Governance Council’s

Corporate Governance Principles and

Recommendations (4th edition) during the

2024 financial year. Our Corporate

Governance Statement, together with the

Appendix 4G, which relates to the

Corporate Governance Statement, can be

viewed at anz.com/corporategovernance

and has been lodged with the ASX.



External auditor

The Group’s external auditor is KPMG.

The ANZ Group appointed Peat, Marwick,

Mitchell & Co (predecessor to KPMG)


in 1969.


The Board Audit Committee conducts a

formal annual performance assessment of

the external auditor, including whether to

commence an external tender for the

audit. After considering relevant factors

including tenure, audit quality, local and

international capability and experience,

and independence, the Board Audit

Committee resolved to reappoint KPMG

for the 30 September 2025 financial year

audit. KPMG regularly rotates the Group

Lead Audit Engagement Partner and the

Engagement Quality Control Review

Partner with the most recent rotation

being for the financial years ended

30 September 2023 and 30 September


2020, respectively.


Non-audit services

Our Stakeholder Engagement Model for

Relationship with the External Auditor (the

Policy), which incorporates requirements

of the Corporations Act 2001 and industry

best practice, prevents the external auditor

from providing services that are perceived

to be in conflict with the role of the

external auditor or breach independence

requirements. This includes consulting

advice and sub- contracting of operational

activities normally undertaken by

management, and engagements where

the external auditor may ultimately be

required to express an opinion on its own

work.













Specifically, the Policy:



limits the scope of non-audit services

that may be provided;




requires that audit, audit-related and

permitted non-audit services be

considered in light of independence

requirements and for any potential

conflicts of interest before they are

approved by the Audit Committee, or

approved by the Chair of the Audit

Committee (or delegate) and notified to

the Audit Committee; and




requires pre-approval before the

external auditor can commence any

engagement for the Group.


Further details about the Policy can be

found in the Corporate Governance

Statement.


The external auditor has confirmed to the

Audit Committee that it has:




implemented procedures to ensure it

complies with independence rules in

applicable jurisdictions; and




complied with applicable policies and

regulations in those jurisdictions

regarding the provision of non-audit

services, and the Policy.


The Audit Committee has reviewed the

non-audit services provided by the

external auditor during the 2024 financial

year, and has confirmed that the provision

of these services is consistent with the

Policy, compatible with the general

standard of independence for auditors

imposed by the Corporations Act 2001

and did not compromise the auditor

independence requirements of the

Corporations Act 2001.


This has been formally advised by the

Audit Committee to the Board of Directors.


The categories of non-audit services

supplied to the Group during the year

ended 30 September 2024 by the

external auditor,


KPMG, or by another person or firm on

KPMG’s behalf, and the amounts paid or

payable (including GST) by the Group are

as follows:


Amount paid/

payable $’000’s



Non-audit services 2024 2023

Methodology,

procedural, operational

and administrative

reviews


180


105

Total


180


105












Further details on the compensation paid

to KPMG are provided in Note 35 Auditor

Fees to the financial statements including

details of audit-related services provided

during the year of $6.79 million (2023:


$5.82 million).


For the reasons set out above, the

Directors are satisfied that the provision of

non-audit services by the external auditor

during the year ended 30 September

2024 is compatible with the general

standard of independence for external

auditors imposed by the Corporations Act

2001 and did not compromise the auditor

independence requirements of the

Corporations Act 2001.



Directors’ and Officers’

Indemnity

ANZGHL’s Constitution (Rule 11.1) permits

ANZGHL to:




Indemnify any officer or employee of

ANZGHL or any of its wholly-owned

subsidiaries, or its auditor, against

liabilities (so far as may be permitted

under applicable law) incurred as such

an officer, employee or auditor, including

liabilities incurred as a result of

appointment or nomination by ANZGHL

or wholly-owned subsidiary as a trustee

or as an officer or employee of another

corporation; and




Make payments in respect of legal costs

incurred by an officer or employee or

auditor in defending an action for a

liability incurred as such an officer,

employee or auditor, or in resisting or

responding to actions taken by a

government agency, a duly constituted

Royal Commission or other official

inquiry, a liquidator, administrator,

trustee in bankruptcy or other

authorised official.


Our policy is that our employees should be

protected from any liability they incur as a

result of acting in the course of their

employment, subject to appropriate

conditions.


Under the policy, we will indemnify

employees and former employees against

any liability they incur to any third party as

a result of acting in good faith in the

course of their employment and this

extends to liability incurred as a result of

their appointment/nomination by or at the

request of the ANZ Group as an officer or

employee of another corporation or body

or as a trustee.


91

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

Our Performance (continued)
3

92 ANZ 2024 Annual Report









The indemnity is subject to applicable

law and certain exceptions.


ANZBGL has entered into Indemnity

Deeds with each of its Directors, with

certain secretaries and former Directors

of ANZBGL, and with certain employees

and other individuals who act as directors

or officers of related bodies corporate or

of another company, to indemnify them

against liabilities and legal costs of the

kind mentioned in ANZBGL’s Constitution.

The indemnities provided in these

Indemnity Deeds extend to the Directors

and Secretaries of ANZGHL.


During the financial year, we have paid

premiums for insurance for the benefit

of the Directors and employees of the

Group. In accordance with common

commercial practice, the insurance

prohibits disclosure of the nature of the

Rounding of amounts

ANZGHL is a company of the kind referred to in Australian Securities and Investments

Commission Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191

dated 24 March 2016 and, in accordance with that Instrument, amounts in the

consolidated financial statements and this Directors’ Report have been rounded to the

nearest million dollars unless specifically stated otherwise.


This report is made in accordance with a resolution of the Board of Directors and is

signed for and on behalf of the Directors.











liability insured against and the amount

of the premium.


Paul O’Sullivan


Chairman


Shayne Elliott

Managing Director


Key management personnel

and employee share and

option plans

The Remuneration Report contains

details of Non-Executive Directors (NEDs),

the Chief Executive Officer (CEO) and

Disclosed Executives’ equity holdings

and options/rights issued during the

2024 financial year.


Note 32 Employee Share and Option

Plans in the 2024 Financial Report

contains details of the 2024 financial

year and as at the date of signing the

Directors’ Report:




Options/rights issued over shares

granted to employees;




Shares issued as a result of the

exercise of options/rights granted to

employees; and




Other details about share options/

rights issued, including any rights to

participate in any share issues.


The names of all persons who currently

hold options/rights are entered in the

register kept by ANZGHL pursuant to

section 170 of the Corporations Act

2001. This register may be inspected

free of charge.



7 November 2024




Lead Auditor’s Independence Declaration



The Lead Auditors Independence Declaration given under section 307C of

the Corporations Act 2001 is set out below and forms part of the Directors’ Report for

the year ended 30 September 2024.


To: the Directors of ANZ Group Holdings Limited


I declare that, to the best of my knowledge and belief, in relation to the audit of


ANZ Group Holdings Limited for the financial year ended 30 September 2024, there

have been:




No contraventions of the auditor independence requirements as set out in the


Corporations Act 2001 in relation to the audit; and




No contraventions of any applicable code of professional conduct in relation to

the audit.










KPMG Maria Trinci


Partner


7 November 2024






KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated

with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo

are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a

scheme approved under Professional Standards Legislation.


92ANZ 2024 Annual Report

Financial Report
Financial Report

Contents

Consolidated Financial Statements

Income Statement 94

Statement of Comprehensive Income 95

Balance Sheet 96

Cash Flow Statement 97

Statement of Changes in Equity 98

Notes to the Consolidated

Financial Statements

Basis of preparation

1. About our financial statements 99

Financial performance

2. Net interest income 102

3. Non-interest income 103

4. Operating expenses 105

5. Income tax 107

6. Dividends 110

7. Earnings per ordinary share 112

8. Segment reporting 113

Financial assets and other

trading assets

9. Cash and cash equivalents 117

10. Trading assets 118

11. Derivative financial instruments 119

12. Investment securities 129

13. Net loans and advances 131

14. Allowance for expected

credit losses 132

Financial liabilities

15. Deposits and other borrowings 141

16. Payables and other liabilities 142

17. Debt issuances 143

Financial instrument disclosures

18. Financial risk management 149

19. Fair value of financial assets

and financial liabilities 165

20. Assets charged as security

for liabilities and collateral

accepted as security for assets 171

21. Offsetting 172

Non-financial assets

22. Goodwill and other

intangible assets 173

Non-financial liabilities

23. Other provisions 177

Equity

24. Shareholders’ equity 179

25. Capital management 182

Consolidation and presentation

26. Parent entity financial information 186

27. Controlled entities 187

28. Investments in associates 189

29. Structured entities 191

30. Transfers of financial assets 194

Employee and related

party transactions

31. Superannuation and post

employment benefit obligations 195

32. Employee share and option plans 197

33. Related party disclosures 203

Other disclosures

34. Commitments,

contingent liabilities and

contingent assets 205

35. Auditor fees 208

36. Suncorp Bank acquisition 209

37. Events since the end

of the financial year 210

Consolidated entity

disclosure statement 211

Directors’ declaration 214

Independent auditor’s report 215

93Financial report

93

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

94
Income Statement




2024 2023

For the year ended 30 September Note $m $m

Interest income

1

60,639 49,904

Interest expense (44,570) (33,330)

Net interest income 2 16,069 16,574

Other operating income 3 4,251 3,568

Net income from insurance business 3 122 108

Share of associates' profit/(loss) 3 105 221

Operating income 20,547 20,471

Operating expenses 4 (10,741) (10,139)

Profit before credit impairment and income tax 9,806 10,332

Credit impairment (charge)/release 14 (406) (245)

Profit before income tax 9,400 10,087

Income tax expense 5 (2,830) (2,953)

Profit for the year 6,570 7,134

Comprising:

Profit attributable to shareholders of the Company 6,535 7,106

Profit attributable to non-controlling interests 35 28






Earnings per ordinary share (cents)




Basic


7


217.9 237.1

Diluted


7


215.1 227.4

Dividend per ordinary share (cents)


6


166 175

1.

Includes interest income calculated using the effective interest method on financial assets measured at amortised cost or fair value through other comprehensive income of $55,678 million

(2023: $46,895 million) in the Group.


The notes appearing on pages 99 to 210 form an integral part of these financial statements.






ANZ 2024 Annual Report

94ANZ 2024 Annual Report

94ANZ 2024 Annual Report

94
Income Statement




2024 2023

For the year ended 30 September Note $m $m

Interest income

1

60,639 49,904

Interest expense (44,570) (33,330)

Net interest income 2 16,069 16,574

Other operating income 3 4,251 3,568

Net income from insurance business 3 122 108

Share of associates' profit/(loss) 3 105 221

Operating income 20,547 20,471

Operating expenses 4 (10,741) (10,139)

Profit before credit impairment and income tax 9,806 10,332

Credit impairment (charge)/release 14 (406) (245)

Profit before income tax 9,400 10,087

Income tax expense 5 (2,830) (2,953)

Profit for the year 6,570 7,134

Comprising:

Profit attributable to shareholders of the Company 6,535 7,106

Profit attributable to non-controlling interests 35 28






Earnings per ordinary share (cents)




Basic


7


217.9 237.1

Diluted


7


215.1 227.4

Dividend per ordinary share (cents)


6


166 175

1.

Includes interest income calculated using the effective interest method on financial assets measured at amortised cost or fair value through other comprehensive income of $55,678 million

(2023: $46,895 million) in the Group.


The notes appearing on pages 99 to 210 form an integral part of these financial statements.






ANZ 2024 Annual Report

94ANZ 2024 Annual Report

95

Financial Report

Statement of Comprehensive Income




2024 2023

For the year ended 30 September


$m $m

Profit after tax


6,570 7,134



Other comprehensive income




Items that will not be reclassified subsequently to profit or loss


Investment securities - equity securities at FVOCI


(25) (27)

Other reserve movements

1



(17) (80)




Items that may be reclassified subsequently to profit or loss


Foreign currency translation reserve


(930) 718

Cash flow hedge reserve


2,069 235

Other reserve movements


(774) (36)



Income tax attributable to the above items


(388) (23)

Share of associates’ other comprehensive income

2



(23) 31

Total comprehensive income for the year 6,482 7,952

Comprising total comprehensive income attributable to:

Shareholders of the Company 6,457 7,897

Non-controlling interests

1

25 55

1.

The Group includes foreign currency translation differences attributable to non-controlling interests of $10 million (2023: $27 million).

2.

The Group’s share of associates’ other comprehensive income, that may be reclassified subsequently to profit or loss in the Group, includes:


2024

$m

2023

$m

FVOCI reserve gain/(loss) (10) 25

Defined benefits gain/(loss) (13) 6

Total (23) 31


The notes appearing on pages 99 to 210 form an integral part of these financial statements.

95Financial report

95

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

96
Financial Report

Balance Sheet




2024 2023

As at 30 September


Note $m $m

Assets

Cash and cash equivalents

1

9 150,967 168,154

Settlement balances owed to ANZ 5,484 9,349

Collateral paid 10,090 8,558

Trading assets 10 45,755 37,004

Derivative financial instruments 11 54,370 60,406

Investment securities 12 140,549 97,429

Net loans and advances 13 803,382 707,044

Regulatory deposits 665 646

Investments in associates 28 1,444 2,349

Current tax assets 46 114

Deferred tax assets 5 3,254 3,348

Goodwill and other intangible assets 22 5,511 4,058

Premises and equipment 2,222 2,053

Other assets 5,376 5,131

Total assets 1,229,115 1,105,643


Liabilities

Settlement balances owed by ANZ 16,188 19,267

Collateral received 6,583 10,382

Deposits and other borrowings 15 903,554 814,711

Derivative financial instruments 11 55,254 57,482

Current tax liabilities 360 305

Deferred tax liabilities 5 78 82

Payables and other liabilities 16 17,851 15,097

Employee entitlements 646 569

Other provisions 23 1,585 1,717

Debt issuances 17 156,388 116,014

Total liabilities 1,158,487 1,035,626

Net assets 70,628 70,017


Shareholders' equity

Ordinary share capital 24 28,182 29,082

Reserves 24 (1,774) (1,735)

Retained earnings 24 43,449 42,148

Share capital and reserves attributable to shareholders of the Company 69,857 69,495

Non-controlling interests 24 771 522

Total shareholders' equity 70,628 70,017

1.

Includes Settlement balances owed to ANZ that meet the definition of Cash and cash equivalents.


The notes appearing on pages 99 to 210 form an integral part of these financial statements.

96ANZ 2024 Annual Report

97

Financial Report

Cash Flow Statement


2024 2023

For the year ended 30 September


$m $m

Profit after income tax 6,570 7,134

Adjustments to reconcile to net cash provided by/(used in) operating activities:

Allowance for expected credit losses 406 245

Depreciation and amortisation 926 923

(Gain)/Loss on sale of premises and equipment - 43

Net derivatives/foreign exchange adjustment 3,244 3,505

(Gain)/Loss on sale from divestments 21 (29)

Other non-cash movements 21 (74)

Net (increase)/decrease in operating assets:


Collateral paid

(1,968) 4,143

Trading assets

1

(3,204) (5,888)

Net loans and advances (33,546) (27,639)

Other assets (294) (1,706)

Net increase/(decrease) in operating liabilities:


Deposits and other borrowings

41,945 21,601

Settlement balances owed by ANZ (2,905) 5,278

Collateral received (3,368) (5,848)

Other liabilities

1

2,104 4,800

Total adjustments 3,382 (646)

Net cash provided by/(used in) operating activities

2



9,952 6,488

Cash flows from investing activities

Acquisition of Suncorp Bank, net of cash acquired (4,914) -

Investment securities assets:

Purchases (84,777) (52,030)

Proceeds from sale or maturity 47,542 41,401

Proceeds from divestments, net of cash disposed 668 558

Net movement in shares in controlled entities - (10)

Net investments in other assets (640) (605)

Net cash provided by/(used in) investing activities


(42,121) (10,686)

Cash flows from financing activities

Deposits and other borrowings (repaid)/drawn down (1,014) (11,105)

Debt issuances:

3


Issue proceeds 50,604 44,182

Redemptions (25,367) (23,985)

Dividends paid

4

(5,252) (4,380)

On-market purchase of treasury shares (126) (21)

Repayment of lease liabilities (309) (306)

Share buy-back (883) -

ANZ Bank New Zealand Perpetual Preference Shares 252 -

Net cash provided by/(used in) financing activities 17,905 4,385

Net increase/(decrease) in Cash and cash equivalents (14,264) 187

Cash and cash equivalents at beginning of year 168,154 168,132

Effects of exchange rate changes on Cash and cash equivalents (2,923) (165)

Cash and cash equivalents at end of year


150,967 168,154

1.

Certain items were reclassified from Other liabilities to Trading assets to better reflect the movement in operating assets and operating liabilities. Comparatives have been restated with a decrease of

$5,865 million in Trading assets and a corresponding increase in Other liabilities.

2.

Net cash provided by/(used in) operating activities for the Group includes interest received of $59,618 million (2023: $48,345 million), interest paid of $43,476 million (2023: $30,707 million) and income

taxes paid of $2,925 million (2023: $3,501 million).

3.

Non-cash movements on Debt issuances include a gain of $711 million (2023: $2,084 million loss) from unrealised movements primarily due to fair value hedging adjustments and foreign exchange

differences for the Group.

4.

Cash outflow for shares purchased to satisfy the dividend reinvestment plan are classified in Dividends paid.


The notes appearing on pages 99 to 210 form an integral part of these financial statements.

97Financial report

96ANZ 2024 Annual Report

96
Financial Report

Balance Sheet




2024

2023

As at 30 September


Note $m $m

Assets

Cash and cash equivalents

1

9 150,967 168,154

Settlement balances owed to ANZ 5,484 9,349

Collateral paid 10,090 8,558

Trading assets 10 45,755 37,004

Derivative financial instruments 11 54,370 60,406

Investment securities 12 140,549 97,429

Net loans and advances 13 803,382 707,044

Regulatory deposits 665 646

Investments in associates 28 1,444 2,349

Current tax assets 46 114

Deferred tax assets 5 3,254 3,348

Goodwill and other intangible assets 22 5,511 4,058

Premises and equipment 2,222 2,053

Other assets 5,376 5,131

Total assets 1,229,115 1,105,643


Liabilities

Settlement balances owed by ANZ 16,188

19,267

Collateral received 6,583 10,382

Deposits and other borrowings 15 903,554 814,711

Derivative financial instruments 11 55,254 57,482

Current tax liabilities 360 305

Deferred tax liabilities 5 78 82

Payables and other liabilities 16 17,851 15,097

Employee entitlements 646 569

Other provisions 23 1,585 1,717

Debt issuances 17 156,388 116,014

Total liabilities 1,158,487 1,035,626

Net assets 70,628 70,017


Shareholders' equity

Ordinary share capital 24 28,182

29,082

Reserves 24 (1,774) (1,735)

Retained earnings 24 43,449 42,148

Share capital and reserves attributable to shareholders of the Company 69,857 69,495

Non-controlling interests 24 771 522

Total shareholders' equity 70,628 70,017

1.

Includes Settlement balances owed to ANZ that meet the definition of Cash and cash equivalents.


The notes appearing on pages 99 to 210 form an integral part of these financial statements.

96ANZ 2024 Annual Report

97

Financial Report

Cash Flow Statement


2024 2023

For the year ended 30 September


$m $m

Profit after income tax 6,570 7,134

Adjustments to reconcile to net cash provided by/(used in) operating activities:

Allowance for expected credit losses 406 245

Depreciation and amortisation 926 923

(Gain)/Loss on sale of premises and equipment - 43

Net derivatives/foreign exchange adjustment 3,244 3,505

(Gain)/Loss on sale from divestments 21 (29)

Other non-cash movements 21 (74)

Net (increase)/decrease in operating assets:


Collateral paid

(1,968) 4,143

Trading assets

1

(3,204) (5,888)

Net loans and advances (33,546) (27,639)

Other assets (294) (1,706)

Net increase/(decrease) in operating liabilities:


Deposits and other borrowings

41,945 21,601

Settlement balances owed by ANZ (2,905) 5,278

Collateral received (3,368) (5,848)

Other liabilities

1

2,104 4,800

Total adjustments 3,382 (646)

Net cash provided by/(used in) operating activities

2



9,952 6,488

Cash flows from investing activities

Acquisition of Suncorp Bank, net of cash acquired (4,914) -

Investment securities assets:

Purchases (84,777) (52,030)

Proceeds from sale or maturity 47,542 41,401

Proceeds from divestments, net of cash disposed 668 558

Net movement in shares in controlled entities - (10)

Net investments in other assets (640) (605)

Net cash provided by/(used in) investing activities


(42,121) (10,686)

Cash flows from financing activities

Deposits and other borrowings (repaid)/drawn down (1,014) (11,105)

Debt issuances:

3


Issue proceeds 50,604 44,182

Redemptions (25,367) (23,985)

Dividends paid

4

(5,252) (4,380)

On-market purchase of treasury shares (126) (21)

Repayment of lease liabilities (309) (306)

Share buy-back (883) -

ANZ Bank New Zealand Perpetual Preference Shares 252 -

Net cash provided by/(used in) financing activities 17,905 4,385

Net increase/(decrease) in Cash and cash equivalents (14,264) 187

Cash and cash equivalents at beginning of year 168,154 168,132

Effects of exchange rate changes on Cash and cash equivalents (2,923) (165)

Cash and cash equivalents at end of year


150,967 168,154

1.

Certain items were reclassified from Other liabilities to Trading assets to better reflect the movement in operating assets and operating liabilities. Comparatives have been restated with a decrease of

$5,865 million in Trading assets and a corresponding increase in Other liabilities.

2.

Net cash provided by/(used in) operating activities for the Group includes interest received of $59,618 million (2023: $48,345 million), interest paid of $43,476 million (2023: $30,707 million) and income

taxes paid of $2,925 million (2023: $3,501 million).

3.

Non-cash movements on Debt issuances include a gain of $711 million (2023: $2,084 million loss) from unrealised movements primarily due to fair value hedging adjustments and foreign exchange

differences for the Group.

4.

Cash outflow for shares purchased to satisfy the dividend reinvestment plan are classified in Dividends paid.


The notes appearing on pages 99 to 210 form an integral part of these financial statements.

97Financial report

97

Overview

Operating

environment

Governance

Performance

overview

Remuneration

report

Directors’

report

Financial

report

Shareholder

information

98
Statement of Changes in Equity


Ordinary

share capital Reserves

Retained

earnings

Share capital

and reserves

attributable to

shareholders

of the Company

Non-

controlling


interests

Total

shareholders’

equity



$m $m $m $m $m $m

As at 1 October 2022 28,797 (2,606) 39,716 65,907 494 66,401

Impact on transition to AASB 17 - - (37) (37) - (37)

Profit or loss for the year - - 7,106 7,106 28 7,134

Other comprehensive income for the year - 865 (74) 791 27 818

Total comprehensive income for the year - 865 7,032 7,897 55 7,952

Transactions with equity holders in their capacity as

equity holders:

Dividends paid -

- (4,559) (4,559) (27) (4,586)

Dividend reinvestment plan

1

206 - - 206 - 206

Other equity movements:

Employee share and option plans 79

- - 79 - 79

Other items - 6 (4) 2 - 2

As at 30 September 2023 29,082 (1,735) 42,148 69,495 522 70,017

Profit or loss for the year - - 6,535 6,535 35 6,570

Other comprehensive income for the year - (58) (20) (78) (10) (88)

Total comprehensive income for the year - (58) 6,515 6,457 25 6,482

Transactions with equity holders in their capacity as

equity holders:

Dividends paid - - (5,220) (5,220) (32) (5,252)

Dividend reinvestment plan

1

- - - - - -

Share buy-back

2

(883) - - (883) - (883)

Other equity movements:

Employee share and option plans (17) 25 4 12 - 12

ANZ Bank New Zealand Perpetual Preference Shares

3

- - (4) (4) 256 252

Other items - (6) 6 - - -

As at 30 September 2024 28,182 (1,774) 43,449 69,857 771 70,628

1.

No shares were issued under the dividend reinvestment plan (DRP) for the 2024 interim and 2023 final dividend (2023 interim dividend: nil, 2022 final dividend: 8.4 million). On-market share purchases for

the DRP were $535 million (2023: $326 million).

2.

The Company commenced a $2 billion on-market share buy-back on 3 July 2024. This resulted in 30 million shares ($883 million) being cancelled during 2024 and a further 1.2 million shares

($36 million) being cancelled after 30 September 2024 in respect of purchase orders placed but not settled at 30 September 2024.

3.

Perpetual preference shares issued by ANZ Bank New Zealand, a wholly owned subsidiary of ANZGHL, are considered non-controlling interests to the Group. Refer to Note 24 Shareholders’ equity for

further details.


The notes appearing on pages 99 to 210 form an integral part of these financial statements.

ANZ 2024 Annual Report

98ANZ 2024 Annual Report

98ANZ 2024 Annual Report

98
Statement of Changes in Equity


Ordinary

share capital Reserves

Retained

earnings

Share capital

and reserves

attributable to

shareholders

of the Company

Non-

controlling


interests

Total

shareholders’

equity



$m $m $m $m $m $m

As at 1 October 2022 28,797 (2,606) 39,716 65,907 494 66,401

Impact on transition to AASB 17 - - (37) (37) - (37)

Profit or loss for the year - - 7,106 7,106 28 7,134

Other comprehensive income for the year - 865 (74) 791 27 818

Total comprehensive income for the year - 865 7,032 7,897 55 7,952

Transactions with equity holders in their capacity as

equity holders:

Dividends paid -

- (4,559) (4,559) (27) (4,586)

Dividend reinvestment plan

1

206 - - 206 - 206

Other equity movements:

Employee share and option plans 79

- - 79 - 79

Other items - 6 (4) 2 - 2

As at 30 September 2023 29,082 (1,735) 42,148 69,495 522 70,017

Profit or loss for the year - - 6,535 6,535 35 6,570

Other comprehensive income for the year - (58) (20) (78) (10) (88)

Total comprehensive income for the year - (58) 6,515 6,457 25 6,482

Transactions with equity holders in their capacity as

equity holders:

Dividends paid -

- (5,220) (5,220) (32) (5,252)

Dividend reinvestment plan

1

- - - - - -

Share buy-back

2

(883) - - (883) - (883)

Other equity movements:

Employee share and option plans (17)

25 4 12 - 12

ANZ Bank New Zealand Perpetual Preference Shares

3

- - (4) (4) 256 252

Other items - (6) 6 - - -

As at 30 September 2024 28,182 (1,774) 43,449 69,857 771 70,628

1.

No shares were issued under the dividend reinvestment plan (DRP) for the 2024 interim and 2023 final dividend (2023 interim dividend: nil, 2022 final dividend: 8.4 million). On-market share purchases for

the DRP were $535 million (2023: $326 million).

2.

The Company commenced a $2 billion on-market share buy-back on 3 July 2024. This resulted in 30 million shares ($883 million) being cancelled during 2024 and a further 1.2 million shares

($36 million) being cancelled after 30 September 2024 in respect of purchase orders placed but not settled at 30 September 2024.

3.

Perpetual preference shares issued by ANZ Bank New Zealand, a wholly owned subsidiary of ANZGHL, are considered non-controlling interests to the Group. Refer to Note 24 Shareholders’ equity for

further details.


The notes appearing on pages 99 to 210 form an integral part of these financial statements.

ANZ 2024 Annual Report

98ANZ 2024 Annual Report

99

Notes to the Financial Statements

Notes to the

[TRUNCATED]

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