BONUS
OPTIONPLAN

BONUS OPTION PLAN

Shareholders should obtain their own
professional advice on the financial and tax
implications of participating in the Bonus
Option Plan.
Given the complex nature of taxation and of otherlegislation, the variety of jurisdictions involved, andthe diverse taxation and financial circumstances
applying to ANZ shareholders, ANZ cannot takeresponsibility for any advice expressed or impliedin this publication. In addition, changes to taxation
laws and other legislation may occur subsequent
to the preparation of this booklet.
Shareholders should obtain their own professional
advice in relation to the financial and taxation
implications of participating in ANZ’s Bonus
Option Plan. This booklet does not contain theinformation which would be contained in aprospectus. It is limited to general shareholder
information only and relates only to ANZ’sordinary shares.

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BONUS OPTION PLAN
This booklet, including the Terms and Conditions, provides
important information about participating in ANZ’s Bonus
Option Plan (BOP). Please read it carefully if you are considering
making an election to participate in the BOP.

QUESTIONS AND ANSWERS
Capitalised terms not defined in these questions and answers have the meaning given to them in
the Terms and Conditions. These questions and answers are for general information only, and do not
override the Terms and Conditions to the extent of any inconsistency.
1. WHAT IS THE BOP?

4. HOW TO PARTICIPATE?

The BOP enables eligible holders to increase their ANZ shareholding
by forgoing all or part of the dividends payable on their ANZ ordinary
shares and receiving bonus ANZ ordinary shares instead. No other
ANZ securities can participate.

Shareholders can elect to participate in the BOP, vary their
participation or withdraw from the BOP online at anz.com/easyupdate.
Alternatively, shareholders can contact ANZ’s Share Registrar,
Computershare, to obtain a copy of the Election form to complete
and return.

Participation is optional and non-transferrable.

2. WHY PARTICIPATE?
Participants do not pay brokerage, commission or other transaction
costs on ANZ ordinary shares which are issued under the BOP and,presently, no stamp or other transaction duties are payable by BOP
participants. All ANZ ordinary shares issued under the BOP rank
equally with all other fully paid ANZ ordinary shares on issue.
There is no fee from ANZ for participating in the BOP.

3. WHO CAN PARTICIPATE?
Subject to the restrictions set out below, holders of ANZ ordinary
shares which / who are entitled to receive a dividend payment may
participate in the BOP for an Eligible Dividend.
Until ANZ’s Board decides otherwise, BOP participation is notavailable directly or indirectly to any holder of ANZ ordinary shares(legal or otherwise):- resident in (or who is acting on behalf, or for the account or benefit,of an entity or person who is resident in) the USA, its possessions or
territories, or Canada; or- any other country whose laws make the holder ineligible toparticipate.

NEED ASSISTANCE?
shareholder.anz.com
anzshareregistry@computershare.com.au
Computershare Investor Services Pty Limited
GPO Box 2975 Melbourne
Victoria 3001 Australia
1800 113 399 (within Australia)
0800 174 007 (within New Zealand)+61 3 9415 4010 (outside Australia)

5. WHEN WILL MY PARTICIPATION BEGIN?
If your Election is accepted, participation in the BOP will commence inrespect of the next Eligible Dividend.
Please note, there is a cut-off date for ANZ’s Share Registrar,
Computershare, to receive BOP Elections in order to participate in
the next Eligible Dividend. Please contact Computershare if you wish
to find out when the last day is for making a BOP Election. If you
miss this date, your Election, if accepted, will apply in relation to thefollowing Eligible Dividend.

Shareholders are responsible for confirming their eligibility toparticipate in the BOP and for obtaining any government approvals
required in connection with the allotment of ANZ ordinary shares
under the BOP.

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BONUS OPTION PLAN

6. HOW DOES THE BOP INTERACT WITH
ANZ’S DIVIDEND REINVESTMENT PLAN?

9. CAN I ELECT TO PARTIALLY
PARTICIPATE IN THE BOP?

ANZ also has a Dividend Reinvestment Plan (DRP). If you make an
Election to participate in the BOP and also an election to participate
in ANZ’s DRP, the BOP election will have priority over the DRP Election
to the extent of any conflict.

Yes. Shareholders can elect full BOP participation (to forgo yourentitlement to a dividend on all ANZ ordinary shares under aparticular holder number) or partial BOP participation (to forgo
your entitlement to a dividend on a nominated number of your ANZ
ordinary shares as specified in the Election).

IMPORTANT:
If you participate in ANZ’s BOP and wish to participate in the
DRP instead, you will need to ensure that your BOP election
is terminated first. If you wish to partially participate in boththe DRP and the BOP, you must ensure that your DRP and BOP
elections are for the correct number of ANZ ordinary shares eachand that there is no overlap.

7. HOW DOES THE BOP INTERACT WITH
ANZ’S MANDATORY DIRECT CREDITPAYMENT POLICY?
ANZ has a policy that all dividends payable to shareholders inAustralia, New Zealand and the United Kingdom will be paid by direct
credit into their nominated financial institution account (excluding
credit card accounts).
Any BOP Election will have priority over the submission of Direct
Credit instructions to the extent of any conflict.
If you participate in ANZ’s BOP and instead wish to receive
dividend payments into your nominated financial institution
account, submitting a new Direct Credit instruction will not
override the BOP Election. You will need to formally terminate
your participation in the BOP first.

8. WHAT HAPPENS IF I HAVE MORE
THAN ONE HOLDING OF ANZ ORDINARY
SHARES?
An Election to participate in the BOP relates to a particular holding
under a holder identification number (HIN) / securityholder reference
number (SRN). If you hold ANZ ordinary shares under more than one
HIN / SRN and want more than one holding to participate, you willneed to submit multiple Elections.

10. HOW MANY ANZ ORDINARY SHARESWILL I RECEIVE UNDER THE BOP?
This is worked out according to a formula. The number of bonus
shares issued is calculated by reference to the arithmetic averageof the daily volume weighted average sale price of ANZ ordinary
shares sold on applicable trading platform/s (currently ASX and Cboe
Australia) during the relevant pricing period, less any discount as
determined by the Board.

EXAMPLE:
Claire holds 1,000 ANZ ordinary shares and wants to fully
participate in the BOP. She has submitted a correctly completed
Election to ANZ’s Share Registrar before the last date for BOP
Elections for the Interim Dividend.

INTERIM DIVIDENDANZ has announced an 80 cents per share Interim Dividend
The amount Claire has forgone due to her BOP participation is$800.00 (80c x 1,000 shares = $800.00)
The BOP price for the relevant dividend is $28.80, so Claire will
receive 27 bonus shares (27 x $28.80 = $777.60)
Claire still has $22.40 unutilised ‘value’ which is not enough foranother BOP share (at $28.80), so $22.40 is carried forward to thenext Eligible Dividend ($800.00 - $777.60 = $22.40)
Claire now holds 1,027 ANZ ordinary shares (1,000 + 27)

FINAL DIVIDENDANZ has announced an 80 cents per share Final Dividend
The amount Claire has forgone due to her BOP participation is$844.00 (80c x 1,027 shares + $22.40 unutilised ‘value’ carriedforward)The BOP price for the relevant dividend is $28.95, so Claire will
receive 29 bonus shares (29 x $28.95 = $839.55)
Claire still has $4.45 unutilised ‘value’ which is not enough foranother bonus share (at $28.95), so $4.45 is carried forward to thenext Eligible Dividend ($844.00 - $839.55 = $4.45)
Claire now holds 1,056 ANZ ordinary shares (1,027 + 29)

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BONUS OPTION PLAN

11. HOW DO I KNOW HOW MANY BONUS
SHARES I HAVE RECEIVED?
ANZ will send each BOP participant an advice for each Eligible
Dividend payment showing transaction details.

12. WILL ANZ ORDINARY SHARES RECEIVED
UNDER THE BOP AUTOMATICALLYPARTICIPATE IN THE BOP?
Yes. Regardless of whether you are a full or partial BOP participant,shares received under the BOP will automatically be added to thosealready participating in the BOP unless you notify ANZ’s Share
Registrar otherwise.

13. WHAT HAPPENS IF I COMBINE MY
SEPARATE SHAREHOLDINGS OR CHANGE
BROKERS?
If you decide to combine your holdings by e.g. converting yourissuer sponsored holding to a CHESS holding or change brokers,
your participation in the BOP may be affected. You should contact
ANZ’s Share Registrar, Computershare, to ensure the appropriate BOP
Election continues to be applied.

14. WHAT ARE THE TAX IMPLICATIONS OF
BOP PARTICIPATION?

Capital gains tax may apply upon the ultimate disposal of theordinary shares which will have no additional cost base for UK capitalgains tax purposes. For New Zealand resident individual shareholders,
any ordinary shares issued, whether under the BOP or DRP, will betreated as taxable dividend income.
All shareholders should seek independent advice on the financial
and taxation implications of participating in the BOP, including theirposition when they dispose of any of the ANZ ordinary shares soreceived.

15. CAN I CHANGE MY PARTICIPATION?
Yes. You can terminate or vary your participation in the BOP at any
time by submitting a new Election. The Election must be received by
ANZ’s Share Registrar by 5pm (Melbourne, Australia time) on the next
relevant BOP Election Date to be effective for that dividend.

16. WHAT HAPPENS TO THE UNUTILISED‘VALUE’ IF I LEAVE THE BOP?
If you terminate your participation in the BOP, any unutilised ‘value’in your BOP account will be forfeited. This amount cannot betransferred for use in connection with participation, if any, in the DRP.
So from the earlier example, if Claire terminates her participationin the BOP, she will forfeit the $4.45 unutilised ‘value’.

AUSTRALIAN CONSIDERATIONSBonus shares issued under the BOP are generally not treated asincome under Australian tax law and are not subject to imputation
arrangements in the hands of the shareholder. Such shares are
regarded as having been acquired at the same time as the existingholding for no extra cost and the cost of the existing holding thenbecomes the cost of the aggregate of the existing holding and the
new ANZ ordinary shares.
However, Australian income tax laws contain anti-dividend streaming
provisions which allow the Commissioner of Taxation to make adetermination to treat shares acquired under certain bonus option
plans as taxable dividends. Shareholders are advised to seek
independent tax advice to determine the potential impact of the antidividend streaming provisions.
The BOP may be attractive where capital gains (or other income) tax is
not applicable to the shares.

OVERSEAS CONSIDERATIONSThe BOP may be attractive to shareholders outside Australia. In somecountries bonus shares are not treated as income and therefore may
not attract any tax when received.

17. WHAT IF I SELL MY ANZ ORDINARY
SHARES?
If you sell all of your ANZ ordinary shares in the holding that was the
subject of the BOP Election and do not hold any ANZ ordinary shares
under the HIN / SRN used for the BOP Election at the Record Date of
the next Eligible Dividend, you are taken to have terminated yourparticipation in the BOP for that holding and any unutilised ‘value’
will be forfeited.
So from the earlier example, if Claire sells all of her 1,056 ANZ
ordinary shares and does not acquire any more ANZ ordinary
shares under that HIN / SRN by the Record Date of the next Eligible
Dividend, she is taken to have terminated her participation in the
BOP, and will forfeit the $4.45 unutilised ‘value’.
Alternatively, if Claire sells all of her 1,056 ANZ ordinary shares andacquires new ANZ ordinary shares under the HIN / SRN used for
the BOP Election by the Record Date of the next Eligible Dividend,
the newly acquired ANZ ordinary shares will automaticallyparticipate in the BOP in accordance with Claire’s existing BOP
Election.

In contrast, cash dividends and shares allotted under the DRP may
be treated as income and subject to tax. In particular, for certain
shareholders resident in the United Kingdom there may not be any
tax liability arising upon the issue of bonus shares under the BOP.

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BONUS OPTION PLAN

ANZ’S BONUS OPTION PLAN –TERMS AND CONDITIONS AS AT 3 JANUARY 2023
1. PARTICIPATION IN THE BOP

2. APPLICATION TO PARTICIPATE

1.1 PARTICIPATION BY SHAREHOLDERS

A Shareholder may apply to participate in the BOP by submitting an
Election. Upon receipt by the Share Registrar of a correctly completed
Election, a Shareholder will, subject to rule 12.1, participate in the BOP
commencing in respect of the next relevant Eligible Dividend.

Participation by Shareholders in the BOP is optional, non transferable
and subject to these Terms and Conditions.
The degree of a Shareholder’s participation may, subject to therestrictions and procedures provided for in these Terms andConditions, be varied or terminated by the Shareholder or theCompany at any time.

1.2 SHAREHOLDERS NOT ELIGIBLE TO
PARTICIPATE
A Shareholder who is subject to the laws of a country or place otherthan Australia may not be eligible to participate in the BOP becauseof legal requirements that apply in that country or place or inAustralia. Allotment of Shares to Shareholders who are not resident
in Australia at the time of allotment will be subject to all necessary
government approvals. It is the responsibility of each Shareholder
to obtain any such approvals. Before electing to participate in the
BOP, Shareholders who are not resident in Australia should seek
professional advice to ascertain if any restrictions apply.
The Board may determine at any time that the right to participate
in the BOP shall not be available to a Shareholder whose registeredaddress is in a country or place where, in the absence of a registration
statement or other formality, the offer of a right to so participate
would or might be unlawful.
Until the Board otherwise determines, participation in the BOP is notavailable directly or indirectly to any entity or person, including any
legal or beneficial owner of Shares, who is (or who is acting on behalfof or for the account or benefit of an entity or person who is) in or
resident in the United States of America, its possessions or territories,
or Canada. Copies of BOP documents shall not be mailed or otherwise
distributed or sent into the United States of America, its possessions
or territories, or Canada.

If a Shareholder is shown on the Share Registry as holding more than
one parcel of Shares and has been allocated a separate, unique holder
identification number or securityholder reference number for each of
those parcels:(a) a separate Election is required for each of those parcels; and(b)	these Terms and Conditions apply as if each of those parcels wereregistered in the name of a separate Shareholder.
If a Shareholder makes an election to participate in the BOP and also
a separate election to participate in the DRP, the BOP election will
have priority over the DRP election to the extent of any conflict.

3. DEGREE AND LIMITS ON PARTICIPATION
3.1 DEGREE OF PARTICIPATION
Participation in the BOP may be either “full” or “partial” for:(a)	all of the Shares registered in the name of the Shareholder on arelevant Record Date; or(b)	the number of Shares registered in the name of the Shareholder
specified in an Election.
An Election which does not specify the degree of participation shallbe deemed to be a request for full participation in the BOP of all
Shares registered in the name of the Shareholder.
An Election which specifies a number of Shares which is greater thanthe Shareholder’s total holding on a relevant Record Date shall bedeemed to be a request for full participation in the BOP of all Sharesregistered in the name of the Shareholder for the purposes of the
Eligible Dividend relating to that Record Date.
Shares allotted under the BOP will be added to those alreadyparticipating in the BOP and these will automatically forgo future
dividends and generate further bonus shares until the Shareholder
notifies the Share Registrar otherwise.

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BONUS OPTION PLAN

3.2 LIMIT ON BOP PARTICIPATION

4.4 NUMBER OF BOP SHARES TO BE ALLOTTEDThe Board may determine from time to time that not morethan a specified number or percentage of Shares registered in a
Shareholder’s name may participate in the BOP. If the Board does so,
the Company must notify Shareholders accordingly. Once notified,each BOP Participant’s participation will be subject to that maximum
threshold and, if any BOP Participant’s participating Shares exceeds
the maximum determined by the Board, the number of Sharesparticipating will be that maximum number determined by the Board.

The number of Shares (N) which may be allotted to a BOP Participant
in relation to an Eligible Dividend is the quotient (Q) determined inaccordance with the following formula after rounding Q down to thenearest whole number:If:(a)	the Board determines to impose a limit on the number orpercentage of a Shareholder’s Shares that may participate in the
BOP; and(b)	Shares are held in a broker’s clearing account (as defined in the
Listing Rules) or by a trustee or nominee,
the broker, trustee or nominee will be permitted to participate up tosuch limit in respect of each person whose Shares are held that way,
subject to the restrictions and procedures provided for in these Terms
and Conditions.

Q = [(S x D) + PB] divided by AP
Where:
S is the number of BOP Shares held by the BOP Participant in the
BOP Participant’s BOP Account on the Record Date in relation to the
Eligible Dividend;
D is the amount in cents per Share of the Eligible Dividend that the
BOP Participant has forgone in respect of the BOP Participant’s BOP
Shares;PB is the amount expressed in cents (if any) determined inaccordance with rule 4.5; andAP is the Acquisition Price (expressed in cents) in relation to the
Eligible Dividend.

4.5 PREVIOUS BOP BALANCES

4. OPERATION OF THE BOP
4.1 APPLICATION OF DIVIDENDThe amount of each Eligible Dividend otherwise payable to a BOP
Participant (but for participation in the BOP) on the BOP Participant’s
BOP Shares will be forgone by the BOP Participant. However, theBoard shall issue and allot to the BOP Participant the number of
Shares determined under rule 4.4.

4.2 BOUND BY CONSTITUTION
By applying to participate in the BOP, a Shareholder agrees to bebound by the Constitution in respect of all Shares allotted to the
Shareholder under the BOP.

4.3 BOP ACCOUNTThe Company will establish and maintain a BOP Account for each BOP
Participant. The Company will record in each BOP Participant’s BOP
Account the number of BOP Shares held by the BOP Participant, fromtime to time, including any Shares allotted under rule 4.4.

For the purpose of determining under rule 4.4 the number of Shares
which may be allotted to a BOP Participant in respect of an Eligible
Dividend (the applicable Eligible Dividend), if N as determinedin accordance with rule 4.4 for a BOP Participant for the previous
Eligible Dividend is in any case less than the quotient (Q) determinedin accordance with the formula in rule 4.4 for that previous Eligible
Dividend, then, PB in respect of the applicable Eligible Dividend shallbe the amount in cents calculated in accordance with the following
formula:
PB = (Q - N) x AP
Where:PB is the amount in cents;
Q is the quotient as determined by applying the formula in rule 4.4 in
relation to the previous Eligible Dividend (which for the avoidance of
doubt is before rounding to the nearest whole number);
N is the whole number determined pursuant to rule 4.4 in relation to
the previous Eligible Dividend; andAP is the amount determined as AP pursuant to rule 4.4 in relation to
the previous Eligible Dividend.

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BONUS OPTION PLAN

5. SHARES ALLOTTED UNDER THE BOP
Shares allotted under the BOP will be issued as bonus Shares andno consideration is payable for the issue of those Shares. The issued
Shares will, from the date of allotment, rank equally in all respects
with all other Shares in the Company, and will be allotted on, or assoon as practicable after, the payment date of the relevant Eligible
Dividend.
An allotment of bonus Shares to which BOP Participants become
entitled under the BOP shall be effected by the allotment and issueof such bonus Shares without any amount being credited to theCompany’s share capital account.
Shares allotted under the BOP will be registered on the Share Registryon which the BOP Participant’s holding of BOP Shares is currently
registered.

6. COST TO SHAREHOLDERS
No brokerage, commission or other transaction costs will be payable
by a Shareholder on Shares provided under the BOP and no stamp orother transaction duties will, under applicable law at the date of thisdocument, be payable by a BOP Participant.

7. BOP STATEMENTS
The Company will send to each BOP Participant a BOP statement foreach Eligible Dividend providing full details of the BOP Participant’stransactions in the BOP and the BOP Account.

8. VARIATION OR TERMINATION OF
PARTICIPATION
Subject to rule 12.1, a BOP Participant may at any time give notice to
the Company:(a)	increasing or decreasing the number of the BOP Participant’s
Shares participating in the BOP; or(b) terminating the BOP Participant’s participation in the BOP.
If a BOP Participant dies or becomes bankrupt, the participationof that BOP Participant and any other Shareholder with whom thedeceased or bankrupt BOP Participant was a joint Shareholder will beterminated upon receipt by the Company of notice of the death or
bankruptcy, as the case may be.
Upon termination of participation in the BOP by a Shareholder for any
reason (other than termination by the Company), the Shareholder will
not be entitled to receive from the Company payment of any money
in respect of a BOP Account at the time at which participation by the
Shareholder in the BOP is terminated or the Shareholder ceases toparticipate in the BOP.

8

9. PARTIAL PARTICIPATION AND DISPOSAL
OF SHARES
Where a BOP Participant with partial participation in the BOP
disposes of part of the BOP Participant’s holding of Shares then,unless the BOP Participant advises the Company otherwise, theShares disposed of will be deemed to be Shares not participatingin the BOP. If the number of Shares disposed of is greater than thenumber of the BOP Participant’s Shares not participating in the BOP,
the Shares disposed of will be deducted from the BOP Participant’s
holding of Shares in the following order:(a) Shares not participating in either the DRP or BOP;(b) Shares participating in the DRP; and(c) BOP Shares.
Where a BOP Participant disposes of all of the BOP Participant’s
holding of Shares without giving the Company notice of terminationof participation and is not registered as the holder of Shares under
the holder identification number / securityholder reference number
which was the subject of the BOP Election at the Record Date of thenext Eligible Dividend, the BOP Participant is taken to have formallyterminated their participation in the BOP.

10. MODIFICATION, SUSPENSION ANDTERMINATION OF THE BOP
The BOP may be modified, suspended or terminated by the Boardat any time upon notice being given to Shareholders. In the case ofa modification, it will be deemed that each existing BOP Participant
will continue to participate under the modified BOP on the basis of
the last Election received by the Company in accordance with theseTerms and Conditions unless the Company is notified to the contraryby the BOP Participant in an Election.
If the BOP is suspended or terminated, a BOP Participant will not
be entitled to receive from the Company payment of any money
in respect of a BOP Account at the time when participation by the
BOP Participant in the BOP is suspended or terminated. If the BOP issuspended and subsequently reinstated, subject to rule 8 and unlessotherwise determined by the Board, each Shareholder who was a BOP
Participant before the suspension is taken to continue to participate
in the BOP when it recommences with, subject to these Terms andConditions, the same degree of participation as immediately before
the suspension.

BONUS OPTION PLAN

11. SECURITIES EXCHANGE LISTING

13. TAXATIONThe Company will promptly make application for Shares allotted
under the BOP to be listed for quotation on ASX and the New Zealand
Stock Exchange (as applicable).

Given the complex nature of taxation and of other legislation, thevariety of jurisdictions involved, and the diverse taxation andfinancial circumstances applying to Shareholders, the Company
cannot take any responsibility for any advice expressed or implied inthis document.

12. APPLICATIONS AND NOTICES
12.1 APPLICATIONS AND NOTICES TO THE
COMPANY
Applications and notices to the Company shall be in writing andin accordance with directions set out in the Election. Applications
and notices will be effective upon receipt by the Share Registrar inaccordance with any directions in the Election subject to:(a) these Terms and Conditions;(b)	in the case of applications to participate in the BOP made on an
Election, acceptance by the Company;(c)	in relation to any Eligible Dividend, receipt by not later than
5.00pm (Melbourne, Australia time) (or such other time as theBoard determines) on the BOP Election Date for that Eligible
Dividend; and(d)	any other restrictions that the Board may determine from time totime.
The Company will not accept an Election from any entity or person
who does not represent that they are not (and that they are notacting on behalf or for the account or benefit of an entity or person
who is) in, or resident in, the United States of America, its possessions
or territories, Canada, or any other jurisdiction which the Board may
determine in its absolute discretion.

12.2 NOTICES FROM THE COMPANY
Any notice to Shareholders or announcement to be made by theCompany or the Board in relation to the BOP (including in relation
to any modification, suspension or termination, any discount or any
other matter provided for in these Terms and Conditions) may be
made:Shareholders should obtain their own professional advice in relation
to the financial and taxation implications of any of the dividendalternatives offered.
This document does not contain the information which would becontained in a prospectus. It is limited to information concerning theoperation of the BOP.
Neither the Company nor any of its directors, officers, employees,
representatives or agents accept any responsibility or assume any
liability for any taxation liabilities incurred by or imposed upon any
Shareholder as a consequence of the Shareholder participating in the
BOP.

14. GENERAL(a)	The BOP and its operation and these Terms and Conditions shallbe governed by the laws of the State of Victoria.
(b)	The accidental omission to give any notice (including any noticeof modification, suspension or termination) to, or the non-receipt
of any notice by, any Shareholder shall not invalidate the notice,or the effect of the notice, including the modification, suspension
or termination of the BOP as the case may be.
(c)	Any determination, notification or calculation to be made or givenby the Board or the Company may be made or given by the Boardor the Company respectively in its absolute discretion and in theabsence of manifest error is binding on each Shareholder who
elects to participate in the BOP.
(d) The Board has discretion to:(i) determine any procedures for administration of the BOP thatare consistent with these Terms and Conditions;(a)	by notice to ASX for release to the market and on the Company’s
website; or(ii) resolve conclusively all questions of fact or interpretation inconnection with the BOP;(b)	by notice to Shareholders in accordance with the provisions of theConstitution which provide for notices to Shareholders.

(iii) exercise discretions or powers (including any power to make achoice, decision, determination or resolution) of the Company
under these Terms and Conditions;

Any such notice or announcement will be effective from the dategiven, or any other date provided for in these Terms and Conditions
or referred to in the notice or announcement.

(iv) waive strict compliance with any of the provisions of theseTerms and Conditions.
(e)	The Company has the power to settle or resolve any difficulties,
anomalies or disputes which arise in connection with, or becauseof, the operation of the BOP, in the manner it thinks expedient(either generally or in relation to a particular Shareholder or Share)
and the decision of the Company is binding on all Shareholders of
the Company.

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BONUS OPTION PLAN

15. INTERPRETATIONIn these Terms and Conditions, the following definitions apply:“Acquisition Price” in relation to an Eligible Dividend, means thearithmetic average of the daily volume weighted average saleprice of all Shares sold on ASX and / or any other trading platforms(for example, Cboe Australia) as the Board may determine fromtime to time in the ordinary course of trading on the relevant
trading platform(s) during the Pricing Period, less a discount (ifany) determined by the Board from time to time and notified by
the Company to Shareholders (with the arithmetic average, after
deduction of any discount, rounded to the nearest whole cent but
if the fraction is one half of a cent the amount is to be rounded
down to the nearest whole cent). For the purpose of calculating theAcquisition Price, the Company may determine at its discretion that a
particular transaction is not to be included in the calculation because,in the Company’s view, it is not within the ordinary course of trading.
“ASX” means ASX Limited (ABN 98 008 624 691) or the market
operated by it (as the context requires).
“Board” means the directors of the Company acting collectively under
the Constitution or a committee or person to whom the directors of
the Company have delegated a relevant power in accordance with
the Constitution or the Corporations Act 2001 (Cth) (or both).

“Listing Rules” means the Listing Rules of ASX as they apply to theCompany from time to time.
“Pricing Period” means, in relation to any Eligible Dividend, the periodof 10 trading days (or such other number of trading days as theBoard may determine from time to time) commencing on the third
trading day immediately following the Record Date in relation to that
Eligible Dividend (or such other day as the Board may determine).
For this purpose, “trading day” means (unless otherwise determinedby the Board) a day which is defined to be a “Trading Day” in the
Listing Rules, other than a day on which the Shares have been placedin a “trading halt” (as defined in the Listing Rules) or on voluntarysuspension (the suspension of a listed entity’s securities fromquotation requested by the entity as described in Listing Rule 17.2) for
more than 2 hours.
“Record Date” means 5.00 pm (Melbourne, Australia time) (or suchother time as the Board determines) on the date for calculating
entitlements to the relevant Eligible Dividend.
“Share” means a fully paid ordinary share in the Company.
“Share Registrar” means the person appointed as registrar of the
Share Registry from time to time.
“Share Registry” means the Company’s share register maintained by
the Share Registrar.

“BOP” means the Company’s Bonus Option Plan the subject of theseTerms and Conditions.

“Shareholder” means a holder of a Share or Shares from time to time.

“BOP Account” means an account established and maintained underrule 4.3.

16. TRADING RULES“BOP Election Date” means the date determined by the Board andannounced to ASX for calculating participation in the BOP withrespect to the relevant Eligible Dividend.
“BOP Participant” means a Shareholder who is not ineligible toparticipate as determined by rule 1.2 and:(a)	whose Election has been received and accepted by the Company
and is effective in accordance with rules 2 and 12; and(b) who has not ceased to participate by operation of rules 8, 9 or 10.
“BOP Share” means a Share that is taken to be participating in the BOP
in accordance with rules 2, 3.1 and 3.2.
“Cboe Australia” means Cboe Australia Pty Ltd (ABN 47 129 584 667)
or the market operated by it (as the context requires).
“Company” means ANZ Group Holdings Limited (ABN 16 659 510 791).
“Constitution” means the constitution of the Company from time totime.
“DRP” means the Company’s Dividend Reinvestment Plan.
“Election“ means an application to participate in the BOP in the form
(including electronic form) prescribed or approved by the Company
from time to time.
“Eligible Dividend” means each cash dividend determined by the
Board in respect of Shares and (at the discretion of the Board)
includes any special dividends.

10

For so long as the Company remains admitted to the official list of
ASX, despite anything else contained in these Terms and Conditions:(a)	if the Trading Rules prohibit an act being done by the Company,
the act shall not be done;(b)	nothing contained in these Terms and Conditions prohibits an act
being done by the Company that the Trading Rules require to be
done;(c)	if the Trading Rules require an act to be done or not to be done,
authority is given for that act to be done or not to be done (as thecase may be);(d)	if the Trading Rules require these Terms and Conditions to containa provision and they do not contain that provision, these Terms
and Conditions are taken to contain that provision;(e)	if the Trading Rules require these Terms and Conditions not to
contain a provision and they contain that provision, these Terms
and Conditions are deemed not to contain that provision; and(f)	if any of these Terms and Conditions are or become inconsistent
with the Trading Rules, these Terms and Conditions are to
be taken not to contain that provision to the extent of theinconsistency.
In this rule, Trading Rules mean:(a) the Listing Rules; and(b)	the operating rules of ASX Settlement Pty Limited
ABN 49 008 504 532.

BONUS OPTION PLAN

PRIVACYThe Corporations Act 2001 provides that, as an ANZ shareholder,
your personal information, including details of your shareholding, isrequired to be collected by ANZ for the purpose of maintaining its
register of members. The information collected is also used to service
your entitlements and requirements as a shareholder of ANZ.
The maintenance and administration of the register of members isundertaken by ANZ’s Share Registrar, which collects and maintains
your personal information on behalf of ANZ. Your personal
information may be disclosed to governmental and regulatory bodies
to meet ANZ’s disclosure and reporting obligations.
Subject to the provisions of any applicable law, you may access yourpersonal information at any time by contacting ANZ’s Share Registrar.
You may also obtain a copy of ANZ’s Privacy Policy by calling 13 13 14(within Australia) or +61 3 9683 9999 (outside Australia) or by visitinganz.com.

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ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791