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

Jul 17, 2022

Proposed issue of securities

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Announcement Summary

Entity name

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

Announcement Type

New announcement

Date of this announcement

18/7/2022

The Proposed issue is:

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An accelerated offer

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
ANZ	ORDINARY FULLY PAID	186,854,521

Trading resumes on an ex-rights basis

21/7/2022

+Record date

21/7/2022

Offer closing date for retail +security holders

15/8/2022

Issue date for retail +security holders

24/8/2022

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 11005357522

1.3 ASX issuer code

ANZ

1.4 The announcement is

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New announcement

1.5 Date of this announcement

18/7/2022

1.6 The Proposed issue is:

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An accelerated offer

1.6b The proposed accelerated offer is

Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

ANZ : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

ANZ : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities

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to be issued held 1 15

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 186,854,521 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 18.90000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined? Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 18.90000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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No

Will a scale back be applied if the offer is over-subscribed? No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 3D - Timetable

3D.1a First day of trading halt

18/7/2022

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3D.1b Announcement date of accelerated offer

18/7/2022

3D.3 Trading resumes on an ex-rights basis 21/7/2022

3D.4 Rights trading commences 21/7/2022

3D.5 Date offer will be made to eligible institutional +security holders

18/7/2022

3D.6 Application closing date for institutional +security holders

19/7/2022

3D.7 Institutional offer shortfall book build date

20/7/2022

3D.8 Announcement of results of institutional offer

(The announcement should be made before the resumption of trading following the trading halt) 21/7/2022

3D.9 +Record date

21/7/2022

3D.10a Settlement date of new +securities issued under institutional entitlement offer

29/7/2022

3D.10b +Issue date for institutional +security holders

1/8/2022

3D.10c Normal trading of new +securities issued under institutional entitlement offer

1/8/2022

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

26/7/2022

3D.12 Offer closing date for retail +security holders

15/8/2022

3D.13 Last day to extend retail offer close date

10/8/2022

3D.14 Rights trading end date

8/8/2022

3D.15 Trading in new +securities commences on a deferred settlement basis 9/8/2022

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3D.17 Last day to announce results of retail offer, bookbuild for any shortfall (if applicable) 18/8/2022

3D.18 Entity announces results of bookbuild (including any information about the bookbuild expected to be disclosed under section 4.12 of Guidance Note 30) 19/8/2022

3D.19 +Issue date for retail +security holders

24/8/2022

3D.20 Date trading starts on a normal T+2 basis

25/8/2022

3D.21 First settlement of trades conducted on a +deferred settlement basis and on a normal T+2 basis

29/8/2022

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Macquarie Capital (Australia) Limited UBS Securities Australia Limited

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Management Fee of 0.25% of the Entitlement Offer proceeds

Discretionary Fee of up to 0.10% of the Entitlement Offer proceeds in aggregate payable at the sole and absolute discretion of ANZ

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Macquarie Capital (Australia) Limited UBS Securities Australia Limited

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

100%

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Underwriting Fee of 1.00% of the Entitlement Offer proceeds

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

See the underwriting risk starting on slide 73 of ANZ's investor presentation lodged on the ASX on 18 July 2022 for a summary of the underwriting agreement and the significant events that could lead to the underwriting being terminated.

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3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Typical costs associated with an equity raising process, including legal, accounting, registry and associated administrative costs.

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To pay for the acquisition of an asset

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

For retail shareholders, all countries other than Aus and NZ.

For institutional shareholders, all countries other than Aus and those covered by the international selling restrictions in the investor presentation released by ANZ for the entitlement offer.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

The Retail Entitlement Offer will be made available to nominees and custodians with registered addresses in Australia and New Zealand who are registered as the holder of ANZ shares as at 7:00pm on 21 July 2022, and who hold ANZ shares on behalf of underlying beneficial holders (wherever they reside), except to the extent that those underlying beneficial holders are not eligible retail shareholders.

3F.6 URL on the entity's website where investors can download information about the proposed issue

www.RetailEntitlementOffer.anz.com

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

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3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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