ANZ Non-Executive Director Codeof Conduct
Why it matters1)

ANZ’s non-executive Directors will pursue the highest standards of ethical conduct
in carrying out their duties and responsibilities and always act in accordance with
ANZ’s purpose and values. This Code of Conduct (‘the Code’) describes thesestandards.

2)

This Code satisfies Recommendation 3.2 of the ASX Corporate GovernancePrinciples and Recommendations (4th Edition).

When this applies
3)

This Code applies to:a. Entities: ANZ Group Holdings Limited and the following subsidiary entities(collectively ANZ):
i. ANZ BH Pty. Ltd.
ii. Australia and New Zealand Banking Group Limited
iii. ANZ Group Services Pty. Ltd.
iv. ANZ NBH Pty. Ltdb. Users: ANZ’s non-executive directors

The CodeWe act ethically and professionally4)

This means we should:
a. act in the best interests of ANZ and create trust, confidence and goodwill with
ANZ’s shareholders, customers and other stakeholders
b. undertake our duties with appropriate care and diligence and in accordance with
our legal obligations
c. behave in a way that takes into account ANZ’s impact on the community andthe environment in both the short and long termd. understand our authority and any relevant limits and exercise any such
authorities responsibly and within limits
e. use all of ANZ’s systems and equipment appropriately and for proper purposes.
This includes email, messaging, internet access, and technology and banking
systems,

ANZ Non-Executive Directors Code of Conduct
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f.

not engage in conduct (either in our capacity as a director or otherwise) that
may cause damage to ANZ’s reputation or is incompatible with our position as
directors of ANZ.

We act with integrity5)

This means we should:
a. act honestly and transparently in all of our dealings with and for ANZ
b. not knowingly mislead directly or indirectly, make false statements or misleadby omission
c. not make promises or commitments we know ANZ does not intend, or would beunable, to honour,d. use goods, services and facilities provided to us by ANZ in accordance with theterms on which they are provided.

We treat all people with dignity and respect6)

This means we should:
a. treat all people we deal with through our work with respect and dignityb. never harass, bully or unlawfully discriminate,c. make appointment decisions based on merit.

We manage conflicts of interest7)

This means we should:
a. not improperly use the name of ANZ, our position or information obtained by us
as a director of ANZ for personal financial gain or to obtain any benefit for any
other person or businessb. fully disclose all relationships we have with ANZ in accordance with policies on
independence that the Board may adopt from time to timec. fully disclose any material personal interest, as well as any other interest which
is appropriate to disclose in order to avoid an actual or perceived conflict ofinterest, in accordance with such policies that the Board may adopt from time totime
d. ensure any personal dealings with ANZ must be in accordance with policies theBoard may adopt from time to timee. never accept or offer any improper payment or benefit in connection with theirrole as an ANZ director,f.

never accept any gift, reward or entertainment, including discounted products,
free travel or accommodation, if there is an expectation that could conflict with
our role as an ANZ director.

We protect privacy and confidentiality
8)

This means we should:
a. respect the privacy of others

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b. not improperly disclose any information about ANZ that is not already in thepublic domainc. ensure that confidential information relating to ANZ customers, staff oroperations is not disclosed, inadvertently or deliberately, to third parties without
the consent of ANZ.

We comply with our Code, the law and ANZ policies andprocedures
9)This means we should:
a. be aware of and comply with all relevant laws and regulations applicable to us,b. complete all induction and education programs required of us to build andmaintain our awareness and understanding of relevant laws, policies andprocedures.

Compliance10) Any breach of this Code should be reported to the Chairman of the Board, Group
General Counsel or Company Secretary.
11) This Code does not anticipate every situation. If non-executive directors are unsureof their obligations or ANZ’s expectations, they should contact Group GeneralCounsel or Company Secretary.
12) The annual performance evaluation of each non-executive directors will include
consideration of compliance with this Code.

ANZ Non-Executive Director Code of Conduct
Classification: Public3