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

Dec 18, 2022

News Release

For Release: 19 December 2022

Federal Court of Australia Approves Scheme of Arrangement to Establish Non-Operating Holding Company

ANZ announces that the Federal Court of Australia ( Court ) has today made orders approving the scheme of arrangement ( Scheme ) to establish ANZ Group Holdings Limited ( ANZ NOHC ) as the new listed parent company of the ANZ group and to separate ANZ’s banking and certain non-banking businesses into two groups. The Court approval follows approval of the Scheme by ANZ shareholders at the scheme meeting on 15 December 2022.

ANZ expects to lodge an office copy of the Court orders with the Australian Securities and Investments Commission tomorrow, at which time the Scheme will become legally effective. ANZ will also request that quotation of ANZ shares on the ASX and NZX be suspended from close of trading tomorrow.

Subject to the Scheme becoming legally effective, eligible ANZ shareholders will receive one ANZ NOHC share for each ANZ share they hold.

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

Event	Date
Effective dateANZ expects to lodge the Court order approving the Scheme, at whichtime the Scheme will become legally effective.ANZ shares will be suspended from trading on the ASX and NZX fromclose of trading.ANZ regulatory capital securities quoted for trading on the ASX will besuspended from trading on the ASX under their existing codes fromclose of trading.	20 December 2022
ANZ NOHC listingANZ NOHC shares commence trading on the ASX on a deferredsettlement basis.ANZ NOHC shares enter into a trading halt on the NZX.ANZ regulatory capital securities quoted for trading on the ASXcommence trading under their new ASX codes on a deferredsettlement basis.	21 December 2022
Scheme record dateThe date for determining eligibility to receive ANZ NOHC shares (or, inthe case of ineligible foreign shareholders, the cash proceeds of thesale of the ANZ NOHC shares).	7.00pm, 22December 2022

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

	Event	Event	Event	Event
					Date
	Implementation dateEligible ANZ shareholders receive ANZ NOHC shares.				3 January 2023
	CommencemCommenceme	ent of normal tradnt of normal trading	ingof ANZ NOHC shar	es on the ASX	4	J 2023
						anuary
	(ASX: ANZ) aCommencemequoted for tra	nd NZX (NZX: ANZ).nt of normal tradingding on the ASX und	of ANZ regulatoryer their new ASX c	capital securitiesdes
	.
	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