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

Aug 17, 2022

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

News Release

For release: 18 August 2022

ANZ completes Retail Entitlement Offer

ANZ today announced the completion of the retail component (Retail Entitlement Offer) of its fully underwritten pro-rata accelerated renounceable entitlement offer (Entitlement Offer) to raise approximately $3.5 billion of new ANZ shares (New Shares)[1] .

The institutional component of the Entitlement Offer was completed on Wednesday, 20 July 2022, raising gross proceeds of approximately $1.7 billion[2] .

Summary of the Retail Entitlement Offer

Under the Retail Entitlement Offer, eligible retail shareholders were able to:

• take-up their entitlements and subscribe for New Shares; or

• realise value for their entitlements through either:

• selling or transferring their entitlements; or

• doing nothing and receiving any premium from the sale of their entitlements in the retail shortfall bookbuild (Retail Shortfall Bookbuild).

1. Taking-up their entitlements

• Eligible retail shareholders subscribed for approximately 60.8 million New Shares, raising approximately $1.15 billion. This represented a strong participation rate of approximately 64% of the New Shares offered under the Retail Entitlement Offer to eligible retail shareholders.

• Approximately 217,000 applications were received from shareholders who elected to partially or fully take-up their entitlements under the Retail Entitlement Offer. This represented approximately 40% of eligible retail shareholders.

2. Selling or transferring their entitlements

• Retail entitlements worth approximately $53 million were traded on the ASX between Thursday, 21 July 2022 and Monday, 8 August 2022, at prices between $2.43 and $4.10. The volume weighted average price for the retail entitlements traded during this period was $3.75.

3. Sale of entitlements in the Retail Shortfall Bookbuild

• Approximately 36.4 million New Shares, representing the remaining entitlements not taken up by eligible retail shareholders, and entitlements of ineligible retail shareholders, will be offered for sale for the benefit of those shareholders in the Retail Shortfall Bookbuild to be conducted after market close today, Thursday, 18 August 2022.

• Any premium, being the excess of the price at which the New Shares are sold through the Retail Shortfall Bookbuild above the offer price of $18.90 per New Share, (Retail Premium) will be paid to eligible retail shareholders who did not take up their

1 The Entitlement Offer was announced on Monday, 18 July 2022

2 A summary of the results of the institutional component of the Entitlement Offer was announced on Thursday, 21 July 2022 Australia and New Zealand Banking Group Limited

9/833 Collins Street Docklands Victoria 3008 Australia ABN 11 005 357 522

entitlements and ineligible retail shareholders (less any applicable withholding tax) on or about Thursday, 1 September 2022.[3]

Allotment of New Shares

The settlement date for New Shares to be issued under the Retail Entitlement Offer and the Retail Shortfall Bookbuild is Tuesday, 23 August 2022. Those New Shares are expected to be allotted and issued on Wednesday, 24 August 2022 and to commence trading on a normal settlement basis on the ASX on Thursday, 25 August 2022. Those New Shares will rank equally with existing ANZ shares from the date of issue.

Further information and shareholder enquiries

Shareholders can call 1800 113 399 (within Australia) or +61 3 9415 4010 (outside Australia) between 8.30am to 5.30pm (Melbourne time) weekdays for more information.

For media enquiries For analyst enquiries Stephen Ries Jill Campbell Head of Corporate Communications GGM Investor Relations Tel: +61 409 655 551 Tel: +61 3 86547749

TIMETABLE

Activity	Date
Retail Shortfall Bookbuild (for retail entitlements not taken up by eligible retail shareholders and retail entitlements of ineligible retail shareholders)	Thursday, 18 August 2022
Settlement of New Shares under the Retail Entitlement Offer and Retail Shortfall Bookbuild	Tuesday, 23 August 2022
Allotment and issue of New Shares under the Retail Entitlement Offer and Retail Shortfall Bookbuild	Wednesday, 24 August 2022
New Shares issued under the Retail Entitlement Offer and Retail Shortfall Bookbuild commence trading on ASX on a normal settlement basis	Thursday, 25 August 2022
Holding statements in respect of New Shares issued under the Retail Entitlement Offer and Retail Shortfall Bookbuild dispatched	Friday, 26 August 2022
Retail Premium expected to be paid to eligible retail shareholders who elected not to take-up their retail entitlements and ineligible retail shareholders	On or about Thursday, 1 September 2022

These dates are indicative only and are subject to change without notice. All times and dates refer to the time and date in Melbourne, Australia. Subject to the requirements of the Corporations Act 2001 (Cth), the ASX Listing Rules and any other applicable laws, ANZ has the right to amend the timetable with the consent of the underwriters.

Approved for distribution by ANZ’s Continuous Disclosure Committee.

3 There is no guarantee that there will be any Retail Premium. The ability to sell New Shares under the Retail Shortfall Bookbuild and the ability to obtain any Retail Premium will be dependent upon various factors, including market conditions.

IMPORTANT INFORMATION

This Announcement is not intended to be and should not be relied upon as advice or as a recommendation to ANZ shareholders 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 whether to participate in the Entitlement Offer. This Announcement does not constitute financial product advice. Cooling off rights do not apply to an investment in New Shares.

This Announcement may contain forward-looking statements or opinions including statements regarding ANZ’s intent, belief or current expectations with respect to ANZ’s business operations, market conditions, results of operations and financial condition, capital adequacy, specific provisions and risk management practices. When used in this Announcement, the words ‘forecast’, ‘estimate’, ‘project’, ‘intend’, ‘anticipate’, ‘believe’, ‘expect’, ‘may’, ‘probability’, ‘risk’, ‘will’, ‘seek’, ‘would’, ‘could’, ‘should’ and similar expressions, as they relate to ANZ and its management, are intended to identify forward-looking statements or opinions.

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 this Announcement and no representation is made by ANZ, the underwriters and each of their respective advisors, affiliates, related bodies corporate, and each of their respective directors, officers, partners, employees and agents ( Extended Parties ) as to their correctness on or after this date. Forward-looking statements constitute “forwardlooking statements” for the purposes of the United States Private Securities Litigation Reform Act of 1995.

To the maximum extent permitted by law, ANZ, the underwriters and each of their respective Extended Parties disclaim any responsibility for the accuracy or completeness of any statement in this announcement, including forward-looking statements, whether as a result of new information, future events or results or otherwise. To the maximum extent permitted by law, each of ANZ and the underwriters and each of their Extended Parties disclaim any responsibility to update or revise any forward-looking statement to reflect any change in ANZ's financial condition, status or affairs or any change in the events, conditions or circumstances on which a statement is based, except as required by Australian law.

This Announcement is not a prospectus or offering document under Australian law or under any other law. No action has been or will be taken to register, qualify or otherwise permit a public offering of the New Shares in any jurisdiction outside Australia and New Zealand. This Announcement is for information purposes only and does not constitute or form part of an offer, invitation, solicitation, advice or recommendation with respect to the issue, purchase or sale of any New Shares.

In particular, this Announcement does not constitute an offer to sell, or a solicitation of any offer to buy, any securities in the United States or to any person who is acting for the account or benefit of any person in the United States. None of the ANZ securities to be issued in the capital raising have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the ANZ securities to be issued in the Entitlement Offer may not be offered or sold, directly or indirectly, to any person in the United States or any person that is acting for the account or benefit of a person in the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States. In the Retail Entitlement Offer, the entitlements may only be purchased, traded, taken up or exercised, and the New Shares may only be offered or sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act. The release, publication or distribution of this Announcement (including an electronic copy) outside Australia may be restricted by law. If you come into possession of this Announcement, you should observe such restrictions and should seek your own advice on such restrictions. In particular, this Announcement may not be released or distributed in the United States.