Anti-Bribery and Anti-Corruption
Business Integrity Policy
Why it matters1)

ANZ is committed to conducting business with integrity and to refrain from bribery
and corruption in all its business dealings. Legally, bribery and corruption isprohibited in countries in which ANZ operates. At the heart of the Policy are sevenPrinciples that ANZ adheres to in meeting this commitment.

2)This policy is important to demonstrate ANZ’s commitment to conducting businessethically and with integrity and reinforces that ANZ has zero tolerance for bribery
and corruption. Bribery and corruption destroy fair access to markets, limits
economic opportunity and could result in human rights, and environmental abuses.

3)

The reputational and regulatory consequences of bribery and corruption are
significant and could result in substantial reputation damage, fines, andimprisonment.

4)

ANZ prohibits bribery and corruption among its employees, contingent works,directors and third parties.

When this applies
5)This policy applies to:a. Entities: ANZ Group – this policy applies globally in all ANZ operations andjurisdictions where it operates
b. Users: Employees, Contingent Workers and Directors. Third parties of ANZ areexpected to adhere to Principle 1 of the Policy, and any others that may be
defined by ANZ in statements of work or any other contracts or agreements ofthe engagement.
c. Activities: Doing business with integrity

What needs to be done
Doing Business with Integrity (Principle 1)
6)

ANZ will do business with integrity. All users must:a. not offer, make or receive bribes or payments that are corrupt or could beperceived to be corrupt, including via a Third Party such as an agent or broker
b. not offer, give or receive gifts, entertainment, sponsored travel, sponsorships,grants or donations that could unfairly influence or be perceived to unfairly
influence business judgmentc. avoid conflict of interest that will or be perceived to place personal interest
above that of the ANZ

Anti-Bribery and Anti-Corruption Business Integrity Policy
Classification: Public1

d. not promise, authorise, solicit, agree or offer to give, or give gifts,
entertainment, sponsored travel, sponsorships, grants or donations of any valueto Public Officials or their representatives in order to improperly influence, or beperceived to improperly influence such officials or their representatives
e. when faced with requests or demands for facilitation payments, not offer to pay,or pay such facilitations payments, challenge or resist the demand for making
such payments and immediately report any request to their compliance or risk
representatives, or Group ABAC Team. While such payments are legally allowed
in some jurisdictions in which we operate, they are illegal in others. Facilitation
payments are, in terms of this Policy, prohibited in all our business operations,
globally,f.

7)

when faced with coerced payments, make the payment if, in their judgement
they consider it dangerous or life or health threatening to not do so; andimmediately report the incident to their Compliance or Risk representatives andGroup ABAC Team as soon as it is safe to do so.

Users must not use ANZ facilities, funds or property when they conduct party
political activity in their private capacity. Donations to political parties must beapproved as required by Political Donations and Foreign Influence Policy.

Being Transparent about Financial and Ownership Interest(Principle 2)
8)

ANZ is transparent with our financial and ownership interests. All users must:a. declare:i. all gifts, entertainment, sponsored travel, donations, grants and sponsorships,that are given or received, in accordance with Group or in-country guidance,
when required to do soii. any ownership or financial interests held by them or their Related Party whenrequired to do so,iii. any ownership or financial interests held by them or their Related Party in a
Third Party when requested to adjudicate the appropriateness of the Third Partyto perform a service for ANZ,b. not provide preferential treatment to Related Parties, other than what would beoffered under standard commercial terms.

Knowing our Third Parties and holding them to ANZ’s Standardsof Business Integrity (Principle 3)
9)

ANZ will know third parties and hold them to our standards of business integrity.
All users must, if specifically tasked with such a responsibility:a. perform prior to on-boarding, as well as ongoing, risk based due diligence on
Third Parties and maintain related records
b. apply appropriate mitigation in cases where Third Party due diligenceassessments indicate elevated levels of risk,c. monitor and supervise Third Party due diligence activities and report findings torelevant governance structures accurately and in a timely manner.

Anti-Bribery and Anti-Corruption Business Integrity Policy
Classification: Public2

Understanding the contents of this Policy (Principle 4)10) ANZ will design and implement business integrity training and awareness programs
that meet legal and our ethical standards and implement it on a risk-based
approach. All users must:a. be familiar with the Policy and the required behaviours described in the Policy,
andb. complete business integrity training designated to them, diligently and in a timely
manner.

Keeping accurate Books, Records and Accounts (Principle 5)11) ANZ will keep accurate books and records. All users must:a. not make or accept payments that are not accurately described in relevantbooks and records
b. keep business records and accounts that reflect actual business expenditure andother commercial informationc. not make false or misleading entries, nor omit important information, tobusiness expenditure and other commercial information into ANZ records.

Reporting Suspected or Observed Policy Breaches (Principle 6)12) ANZ will report suspected or observed cases of bribery and corruption. All users
must:
a. report suspected or observed breaches of this Policy, as soon as possible, to aLine Manager, Compliance or Risk representative, Group ABAC Team, Group
Integrity, or through the Whistleblower channel, andb. not harass, in any form, or victimise individuals reporting suspected or observed
Policy breaches.
13) The Whistleblower channel is designed to help users feel safe when raising concerns
about a suspected Policy breach and other misconduct. All Whistleblower reports
are treated in a confidential, sensitive, and secure manner and users has the option
to report anonymously. Users can also raise potential breaches via the Suspicious
and Unusual Activity Report (SUAR) process where available.

Maintain appropriate Anti-bribery and Anti-Corruption Business
Practices and Procedures (Principle 7)14) ANZ will maintain appropriate business integrity practices and procedures. This
includes:a. maintaining an appropriately resourced central anti-bribery and anti-corruption
team that is adequately capacitated for a business of the size and complexity ofANZ

Anti-Bribery and Anti-Corruption Business Integrity Policy
Classification: Public3

b. ensure appropriate training and awareness material and programs aredeveloped and implemented to promote understanding of, and compliance with,
the Policyc. ensuring business integrity risk monitoring and assessments are conducted on aregular basis, andd. escalating material business integrity risks and issues to management and theBoard and the effective resolution of those issues.

Responsibilities
Position

Responsibilities

Employees, contingent
workers and directors••Owner••••Business/Function Head•••••

Familiarise themselves with the Policy and the required behaviours that isdescribed in the Policy
Complete all ABAC Business Integrity training designated to them,diligently and in a timely manner
Maintain a Group ABAC Team that is adequately capacitated for abusiness of the size and complexity of ANZ
Develop and implement appropriate training and awareness material andprograms to promote understanding of, and compliance with, the Policy
Seek to ensure bribery and corruption risk monitoring and enterprise risk
assessments are conducted on a regular basis
Provide accurate and timely information about material ABAC businessintegrity risks to management and board committees, and oversee any
required mitigation diligently
Promote understanding of, and compliance with, the Policy
Embedding the Policy into the day-to-day operations of thebusinesses/function
Provide accurate and timely information about material ABAC businessintegrity risks to management and board committees, and oversee any
required mitigation diligently
Exhibit ethical leadership and lead by example by always adhering to thePolicy
Seek to ensure bribery and corruption risk monitoring and business risk
assessments are conducted on a regular basis

Compliance
15) The Policy must be read in conjunction with applicable local or extra-territorial laws
or standards relating to ABAC and business integrity. Country level ABAC policies
should only be adopted where there is a clear local legal or regulatory requirement
to do so.
16) The policy is governed by the ANZ Board Risk Committee (BRC).
17) All Policy exemptions must be submitted for approval to the Owner using the Policy
Exemption form.
18) Breaches may result in disciplinary action, and/or performance and remunerationconsequences.
19) This policy is not part of employee contracts and may be changed or retired at anytime. If the law imposes a higher standard than this policy, the legal obligation
prevails.

Anti-Bribery and Anti-Corruption Business Integrity Policy
Classification: Public4

Document family20) The following Policy Documents are directly related to this policy:
a. ABAC Requirementsb. ABAC Business Integrity Third Party Due Diligence Standardsc. ABAC Business Integrity Risk Assessment Standards

Definitions21) The Policy Glossary contains standard terms. For the purposes of this document,
the following terms have these definitions when used:
a. ABAC means the ANZ Group Anti-Bribery and Anti-Corruption function, its staff,
or its various programs of work.
b. ABAC Principles means core anti-bribery and corruption objectives that form arule book of important do’s and don’ts that employees and, in some cases ThirdParties, must adhere to.
c. Private Party means any individual or entity – other than a Public Official –with whom ANZ conducts business.
d. Public Official means any officer or employee, who may hold a judicial,administrative or legislative position, of any government department, agency or
any business position in any state owned enterprise. This definition includes
any political party, party official, or candidate for political office, as well as any
employee or representative of sovereign wealth funds or any entity owned by asovereign wealth fund.
e. Related party means a parent, spouse, spousal equivalent, child, sibling,
uncles, aunts and any entity controlled by such a related party.
f.

Third Party means any person, whether a natural person, an organisation or
any other entity, with whom Users engage commercially or contractually
including actual and potential suppliers, service providers, vendors, joint
venture partners, agents, intermediaries, consultants, distributors, businesscontacts, advisers, government and public bodies. Business partners such as
members of joint ventures, mergers and acquisitions in which ANZ actively
participates and does not hold a purely passive investment are also included inthis definition.

g. Coerced payment means a demand for payment coupled with real orperceived threats of violence or a reasonable belief that you will be harmed if
the payment is not made. In such cases the safety and health of ourrepresentatives are of paramount importance and the payment may be made, aslong as the incident is reported as soon as possible.
h. Corruption is the abuse of entrusted power for personal gain. Potential
indicators of corruption could be an abuse of power by those in a position ofauthority or trust, collusive behaviour, where those in a position of authority ortrust collude with others to achieve illicit benefits and gains, or deceptive
behaviour, where colluding parties often take steps to hide their corrupt
activities by not declaring important information or falsifying books and records.

Anti-Bribery and Anti-Corruption Business Integrity Policy
Classification: Public
5i.

Bribery is a form of corruption. There are two types of offences associated withbribery; active bribery refers to offering an advantage to influence decisions or
breach trust, and passive bribery, referring to being the receiver of such
advantage, and to have trust in entrusted power diminished or decisions unduly
influenced. This advantage may be financial, such as money or shares in abusiness, or non-financial, such as offering jobs to the receiver, or for their
Related Parties.
An advantage may be offered, given or received by ANZ Employees,
Management, Customers, or Third Parties of ANZ. Some common forms ofbribery are to:j.

-offer, give or receive gifts and entertainment, or illicit payments toprovide or promise to provide contracts for-products and services, access to credit, or any other service ANZ may
offer under conditions that would not meet-

normal commercial business criteria;-

make political or charitable donations and grants that are designed to
unfairly influence business decisions;-benefit from undeclared ownership interests in Third Parties entities that,
because of your influence, the ANZ resolved to do business with; and-manipulate books and records to hide illicit benefits from scrutiny.

Facilitation payment means a payment to get something you are entitled to.
It often takes the form of small cash gifts or favours to progress administrative
processes that should not formally require such payments. The differences
between bribes and facilitation payments are often unclear.

Anti-Bribery and Anti-Corruption Business Integrity Policy
Classification: Public6