Australia and New Zealand Banking Group Ltd. — Capital/Financing Update 2022

Dec 19, 2022

News Release

For Release: 20 December 2022

Scheme of Arrangement to Establish Non-Operating Holding Company Legally Effective

Further to the announcement yesterday, ANZ confirms that it has lodged an office copy of the orders made by the Federal Court of Australia ( Court ) approving the scheme of arrangement ( Scheme ) with the Australian Securities and Investments Commission ( ASIC ) pursuant to subsection 411(10) of the Corporations Act 2001 (Cth).

The Scheme is now legally effective. ANZ shares on the ASX and NZX will be suspended from the close of trading today. ANZ regulatory capital securities quoted for trading on the ASX will be suspended from trading on the ASX under their existing codes from close of trading today.

ANZ Group Holdings Limited ( ANZ NOHC ) shares will commence trading on the ASX on a deferred settlement basis on 21 December 2022. ANZ NOHC shares will enter into a trading halt on the NZX on 21 December 2022. ANZ regulatory capital securities quoted for trading on the ASX will commence trading under their new ASX codes (on a deferred settlement basis) on 21 December 2022.

Eligible ANZ shareholders will receive one ANZ NOHC share for each ANZ share they hold. Ineligible foreign ANZ shareholders will not receive any ANZ NOHC shares. Instead, these shareholders will receive the cash proceeds of the sale of the ANZ NOHC shares by the sale agent. It is the responsibility of ANZ shareholders to determine their entitlements prior to trading in ANZ NOHC shares to avoid the risk of selling ANZ NOHC shares they do not own. ANZ shareholders selling ANZ NOHC ordinary shares before they receive confirmation of their entitlement do so at their own risk.

The remaining key dates of the Scheme are set out below.

Event	Date
ANZ NOHC listing ANZ NOHC shares commence trading on the ASX on a deferred settlement basis. ANZ NOHC shares enter into a trading halt on the NZX. ANZ regulatory capital securities quoted for trading on the ASX commence trading under their new ASX codes on a deferred settlement basis.	21 December 2022
Scheme record date The date for determining eligibility to receive ANZ NOHC shares (or, in the case of ineligible foreign shareholders, the cash proceeds of the sale of the ANZ NOHC shares).	7.00pm, 22 December 2022

Australia and New Zealand Banking Group Limited 9/833 Collins Street Docklands Victoria 3008 Australia ABN 11 005 357 522

Event	Date
Implementation date Eligible ANZ shareholders receive ANZ NOHC shares.	3 January 2023
Commencement of normal trading Commencement of normal trading of ANZ NOHC shares on the ASX (ASX: ANZ) and NZX (NZX: ANZ). Commencement of normal trading of ANZ regulatory capital securities quoted for trading on the ASX under their new ASX codes.	4 January 2023
The above dates are indicative only and may change. ANZ will announce any change to the ASX. Further information can be found on ANZ’s website www.anz.com/shareholder/centre/. For media enquiries contact: Lachlan McNaughton Senior Manager Media Relations Tel: +61 457 494 414

Approved for distribution by ANZ’s Continuous Disclosure Committee