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

Jul 20, 2022

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

News Release

For release: 21 July 2022

ANZ completes Institutional Entitlement Offer

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

Summary of the Institutional Entitlement Offer

• The Institutional Entitlement Offer raised gross proceeds of approximately $1.7 billion and will result in the issue of approximately 89 million New Shares

• The Institutional Entitlement Offer was well supported by ANZ’s institutional shareholders with approximately 95% of entitlements available to institutional shareholders taken up

• The institutional shortfall bookbuild was also well supported by eligible institutional shareholders and new investors

• Entitlements not taken up by eligible institutional shareholders and entitlements of ineligible institutional shareholders were sold and cleared in the institutional shortfall bookbuild at $21.65 per New Share which was $2.75 above the offer price of $18.90 per share (Offer Price)

The institutional shortfall bookbuild was completed on Wednesday, 20 July 2022. Eligible institutional shareholders who elected not to take up their entitlements, and ineligible institutional shareholders, will receive $2.75 for each entitlement sold for their benefit in the institutional shortfall bookbuild (less any withholding tax).

The New Shares to be issued as part of the Institutional Entitlement Offer will be allotted and begin normal trading on Monday, 1 August 2022.The New Shares issued as part of the Institutional Entitlement Offer will rank equally with existing ANZ shares, including in respect of future dividends.

Commencement of the Retail Entitlement Offer

The retail component of the Entitlement Offer (Retail Entitlement Offer) will open at 9.00am (Melbourne time) on Tuesday, 26 July 2022. Eligible retail shareholders with registered addresses in Australia and New Zealand will have the opportunity to participate in the Retail Entitlement Offer at the same Offer Price and offer ratio as the Institutional Entitlement Offer.

Under the Retail Entitlement Offer, eligible retail shareholders may:

• elect to take-up some or all of their entitlements before the Retail Entitlement Offer closes at 5.00pm (Melbourne time) on Monday, 15 August 2022 and receive New Shares;

• sell or transfer some or all of their entitlements. Retail entitlements may be traded on the ASX from Thursday, 21 July 2022 (on a deferred settlement basis) and Friday, 29 July 2022 (on a normal settlement basis) to Monday, 8 August 2022. Retail entitlements will trade under the ASX ticker "ANZR"; or

1 The Entitlement Offer was announced on 18 July 2022

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

• do nothing, in which case their entitlements will be sold under the retail shortfall bookbuild.

The New Shares issued as part of the Retail Entitlement Offer will rank equally with existing ANZ shares, including in respect of future dividends.

Retail entitlements that are not taken up by the close of the Retail Entitlement Offer, and retail entitlements that would otherwise have been offered to ineligible retail shareholders, will be sold under the retail shortfall bookbuild to be conducted on or about Thursday, 18 August 2022, with any premium received above the Offer Price (less any withholding tax) paid to the relevant shareholders. There is no guarantee that there will be any proceeds. The ability to sell entitlements under the retail shortfall bookbuild and the ability to obtain any premium will be dependent upon various factors, including market conditions.

On or around 26 July 2022, eligible retail shareholders will be sent either electronically (if they have elected to receive electronic communications) or by mail:

• a Retail Information Booklet containing full details on the Retail Entitlement Offer; and

• a personalised Entitlement and Acceptance Form. That form will contain details of the eligible retail shareholder’s entitlements and their personalised payment details.

Eligible retail shareholders may also access the Retail Information Booklet and their personalised payment details at www.RetailEntitlementOffer.anz.com from 26 July 2022. To access that website, eligible retail shareholders will need their shareholder reference number (SRN), holding identification number (HIN) or Holder Number.

Before deciding whether to participate in the Retail Entitlement Offer, eligible retail shareholders should read carefully and in full the Retail Information Booklet.

Retail shareholders outside of Australia and New Zealand or who do not satisfy the other eligibility criteria are ineligible to participate in the Retail Entitlement Offer.

In particular, shareholders in the United States are not eligible to participate in the Retail Entitlement Offer, and those who are acting for the account or benefit of persons in the United States (including custodians and nominees) are not eligible to participate on behalf of those persons.

Further details on the eligibility criteria for the Retail Entitlement Offer will be set out in the Retail Information Booklet.

Recommencement of trading

ANZ securities are expected to resume trading on the ASX and NZX today.

Eligible shareholders can call 1800 113 399 or +61 3 9415 4010 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

Approved for distribution by ANZ’s Continuous Disclosure Committee

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

KEY DATES FOR THE OFFER

Activity	Date
Announcement of completion of the Institutional Entitlement Offer Trading halt lifted Retail Entitlements commence trading on ASX on a deferred settlement basis	Thursday, 21 July 2022
Record Date for the Entitlement Offer (7.00pm Melbourne time)	Thursday, 21 July 2022
Retail Entitlement Offer opens	Tuesday, 26 July 2022
Dispatch of Retail Information Booklets and personalised Entitlement and Acceptance Forms complete Last day of deferred settlement trading for the Retail Entitlements	Thursday, 28 July 2022
Retail Entitlements commence trading on ASX on a normal settlement basis	Friday, 29 July 2022
Settlement of the New Shares issued under the Institutional Entitlement Offer	Friday, 29 July 2022
New Shares allotted under the Institutional Entitlement Offer commence trading on ASX	Monday, 1 August 2022
Last day of Retail Entitlements trading on ASX	Monday, 8 August 2022
Retail Entitlement Offer closes (5.00pm Melbourne time)	Monday, 15 August 2022
Retail Shortfall Bookbuild (for Retail Entitlements not taken up and Retail Entitlements of Ineligible Retail Shareholders)	Thursday, 18 August 2022
Settlement of New Shares under the Retail Entitlement Offer	Tuesday, 23 August 2022
Allotment of New Shares under the Retail Entitlement Offer	Wednesday, 24 August 2022
New Shares issued under the Retail Entitlement Offer 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 dispatched	Friday, 26 August 2022

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

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

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.

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