Continuous Disclosure Policy
Why it matters
1)

ANZ is committed to acting in accordance with the regulatory framework relating tocontinuous disclosure and observing the spirit, intention and purpose of that
regulatory framework in order to support and enhance the integrity of the market
and produce fair outcomes.

2)

Listed entities within the ANZ Group are required to comply with the disclosure
requirements of the listing rules of the Australian Securities Exchange (ASX), New
Zealand Stock Exchange (NZX), and other offshore exchanges on which ANZ
Securities are listed (each as applicable to the relevant entity), as well as relevant
corporations and securities legislation.

3)

The purpose of this Policy is to reinforce ANZ’s commitment to its continuous
disclosure obligations, and to describe the processes in place that enable ANZ toprovide stakeholders (including security holders, the market and other interested
parties) with timely disclosure in accordance with those obligations.

4)

References in this Policy to ‘ANZ’ mean ANZ Group Holdings Limited (ANZGHL) or
ANZ Banking Group Limited (ANZBGL). Where a reference to ANZ relates to
ANZGHL, ‘ANZ Securities’ are securities of ANZGHL. Similarly, where a reference to
ANZ relates to ANZBGL, ‘ANZ Securities’ are securities in ANZBGL.

When this applies
5)

6)This policy applies to:oEntities: the ANZ Group.

o

Users: Directors, employees and contingent workers.

oActivities: The identification, assessment and disclosure of market sensitive
information required to be disclosed under applicable listing rules.

This policy does not apply to regular periodic disclosures made to the market inrelation to ANZ’s financial and operational results, include reporting of ANZ's halfyear and full year results.

What needs to be done
Overview of ANZ’s Continuous Disclosure obligations
The continuous disclosure rule
7)

Unless an exception applies, ANZ must immediately notify the ASX, followed by the
NZX (where applicable), of any information that ANZ becomes aware of concerning
itself that a reasonable person would expect to have a material effect on the priceor value of ANZ’s Securities (market sensitive information).

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Material effect8)

A reasonable person would be taken to expect information to have a material effecton the price or value of ANZ Securities, if the information would, or would be likely
to, influence persons who commonly invest in securities in deciding whether to buy
or sell ANZ Securities.

Immediately
9)

Immediate in this context means “promptly and without delay”. Although the lengthof time required to make an announcement will depend on the circumstances, theinformation must be disclosed to the ASX, followed by the NZX, as quickly as
possible in the circumstances and must not be deferred, postponed or put off to alater time.

Exception to the continuous disclosure rule10) ASX Listing Rules provide exceptions to the requirement to immediately disclosemarket sensitive information (carve-outs from disclosures), that seek to balance
legitimate commercial interests with disclosure expectations of investors andregulators and avoid premature disclosure which may misinform or mislead.
11) As soon as any one of the three conditions in the carve-outs from disclosures is nolonger satisfied (e.g. the information is reported in the media and is therefore nolonger confidential), ANZ must immediately comply with its continuous disclosure
obligations.
12) When ANZ is relying on an exception, or is involved in a development that may
require reliance on an exception, strict confidentiality must be maintained andappropriate confidentiality protocols should be adhered to. ANZ will also adopt
heightened monitoring procedures during these periods in case of a leak.

Approach to meeting Continuous Disclosure obligations
Escalating information for continuous disclosure assessment
13) Any employee or contingent worker with potentially market sensitive informationmust, as soon as they become aware of the information, disclose it to one of thefollowing three people:otheir Line Manager;otheir business unit or functional head; orothe Company Secretary.

14) If an employee or contingent worker is in doubt about whether certain information
is market sensitive, they should go ahead and report the information.
15) Where potentially market sensitive information is reported to a Line Manager or abusiness unit or functional head, that person must disclose it immediately to theCompany Secretary, or in their absence, the Group General Counsel. The relevant
ExCo member should also be informed.
16) The Company Secretary will, if notified of any potential market sensitive
information, ensure that the information is escalated to Disclosure Officers forreview and decision about what (if any) further action is needed.
17) The Group General Counsel will, if notified of any potentially market sensitive
information in the absence of the Company Secretary, ensure that market sensitive
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information is escalated to Disclosure Officers for review and decision about what (ifany) further action is needed.
18) If an employee or contingent worker believes that market sensitive information has
been disclosed other than in a manner consistent with the Policy, they must
immediately advise a Disclosure Officer.
19) If ANZ Directors become aware of any information about ANZ that they think could
be potentially market sensitive, they must inform the CEO (or the Chair of therelevant Board if appropriate or a Disclosure Officer if the Chair and the CEO cannot
be contacted) as soon as possible.

Disclosure Officers20) ANZ has designated the:oChief Executive Officer;oChief Financial Officer;oChief Risk Officer;oGroup General Counsel;oGroup General Manager Investor Relations;oGroup Treasurer; andoGroup General Manager Communications & Public Affairs,

as its Disclosure Officers. Together they comprise ANZ’s Continuous Disclosure
Committee.

Continuous Disclosure Committee21) Members of the Continuous Disclosure Committee (or the Continuous Disclosure
Sub-Committee as the case maybe) will meet, in accordance with the Continuous
Disclosure Committee Charter, and:oreview proposed disclosures and (subject to the provisions of this Policy and the
ANZ Continuous Disclosure Procedure) make decisions in relation to informationthat may be disclosed to ASX or, where appropriate, escalate proposed
disclosures to the relevant Board. This includes determining whether any of thecarve-outs from disclosures apply to a particular piece of information;opromptly advise an ANZ Bank New Zealand Limited Disclosure Officer of any
information that could constitute market sensitive information for ANZ NZ listed
debt or hybrid securities; andodetermine whether there is a need to request a trading halt or voluntarysuspension from trading, noting that no employee or contractor is authorised torequest a trading halt or voluntary suspension from ASX or other securities
exchanges on which ANZ Securities are listed without the approval of two
Disclosure Officers.

The Board22) The usual procedure for making disclosures is through the Continuous Disclosure
Committee as outlined above. Approval and input of the relevant Board will only berequired (where practicable to do so) on matters reserved for that Board or where
the proposed disclosure involves significant issues of ANZ policy or strategy orContinuous Disclosure Policy
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relates to a matter that has been the subject of a decision by the relevant Board (orBoard Committee).
23) The relevant Board may authorise its own ASX announcements in exceptional
circumstances.
24) The relevant Board and Board Committees will consider whether any items underdiscussion at their meetings involve market sensitive information which should be
disclosed under this Policy.
25) The relevant Board will be provided with copies of all material ANZ market
announcements promptly after they have been made.

Rumour and speculation
26) In general, ANZ will not respond to market speculation and rumours. Disclosure
Officers may, however, decide to respond to market speculation or rumours if:oa reasonable person would expect ANZ to disclose information in order toprevent a false market in ANZ Securities;o

ASX or another regulator has formally requested that ANZ provide information;orowhere Disclosure Officers otherwise believe it is in the best interests of ANZ to
do so, notwithstanding that there may be no continuous disclosure obligation to
do so.

Making disclosure to the ASX27) Only authorised points of contact can communicate with ASX in relation tocontinuous disclosure matters. The Company Secretary, Group General Counsel
and Group General Manager Investor Relations are the people who have beenauthorised for this purpose.
28) Proposed announcements to the ASX should be approved in advance wherepracticable in accordance with the Continuous Disclosure Committee Charter or by
the relevant Board (where Board approval is required).
29) ANZ must not release market sensitive information to any person (e.g. the media oran analyst) until it has given the information to the ASX and has received an
acknowledgement that the ASX has released the information to the market.
30) Where determined by ANZ’s Company Secretary’s Office, such disclosures will
thereafter also be lodged with other offshore exchanges on which ANZ Securities
are listed.
31) Announcements and presentations regarding market sensitive information that havebeen lodged with ASX will be made available on ANZ's website ANZ - Shareholder
Centre.

False market32) If the ASX considers that there is or is likely to be a false market in ANZ’s Securities
and asks ANZ to give it information to correct or prevent a false market, ANZ must
give the ASX the information needed to correct or prevent the false market.
33) The obligation to give this information arises even if an exception to the continuous
disclosure obligation applies.

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Inadvertent disclosure34) If an ANZ Director, employee or contingent worker considers that market sensitive
information may have been disclosed other than in a manner consistent with thisPolicy, they must immediately refer the matter to the Company Secretary, or in
their absence the Group General Counsel (or, in the case of an ANZ Director, to theChief Executive Officer) for consideration.
35) If it is found that market sensitive information has been inadvertently released to athird party, it will be immediately released to securities exchanges as required bythis Policy and placed on ANZ’s website.

Communication with external parties must be authorised (analysts,
brokers, investors and the media)
36) To reduce the risk of inadvertent disclosures of market sensitive information and tomaintain the consistency of communications, only the Chair, CEO and CFO (or theirdelegates) are authorised to speak on behalf of ANZ (authorised
spokespersons).
37) Other employees and contingent workers must not speak on ANZ’s behalf or dealwith:oequity analysts, equity brokers and equity investors unless they have priorauthorisation from ANZ’s Group General Manager Investor Relations and one of
the Chief Financial Officer or the Group General Counsel. If contacted by anequity investor, broker or analyst, all employees and contingent workers must
direct the person to the Group General Manager Investor Relations;odebt analysts, debt brokers and debt investors unless they have priorauthorisation from ANZ’s Group Treasurer and one of the Chief Financial Officer
or the Group General Counsel. If contacted by a debt investor, broker oranalyst, all employees and contingent workers must direct the person to theGroup Treasurer; andothe media unless they have prior authorisation from either ANZ’s Group General
Manager Communications & Public Affairs or Head of Corporate
Communications. If contacted by the media, all employees and contractors
must direct the caller to Group Media Relations unless they have appropriate
prior authorisation to deal with the media.
This includes not responding to requests for commentary and not providing
interviews or press releases or making any comments or providing any
information via social networking, media or content sharing sites where thesubject matter relates to ANZ and is confidential or commercially sensitive to
ANZ, includes market sensitive information or which would result in a breach by
ANZ of its continuous disclosure obligations or any other regulatory obligations.

Refer to the Communications Policy for further details.
38) Where practicable, the Chair, CEO and CFO should consult with:othe Group General Manager Investor Relations or Group Treasurer (asapplicable) on interactions with investors, brokers and analysts; andothe Group General Manager Communications & Public Affairs or Head ofCorporate Communications on interactions with media.

Continuous Disclosure Policy
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to the media, analysts, brokers or investors unless that guidance repeats guidance
approved or adopted by the relevant Board and released to the ASX first.
40) Authorised spokespersons must not disclose any market sensitive information thathas not already been announced to the market nor make comment on anything that
may have a material effect on the price or value of ANZ’s Securities. In particular,
no guidance on actual or forecast financial performance will be provided to any
external party that has not already been provided to the market generally except inlimited circumstances as permitted under this Policy (see ‘Dealing with other third
parties’).
41) ANZ Directors (other than the Chair) must not speak to or respond to approaches
from the media, analysts, brokers or investors in relation to information which isthe subject of the Policy, without first consulting the Chief Executive Officer.
42) Any meetings between any ANZ Director and investors, brokers or analysts must be
coordinated by Investor Relations.
43) ANZ will not endorse broking analysts’ reports, nor publish them on its website. Inline with this policy, ANZ will not:oexternally distribute analyst projections or reports;opublish analyst research on ANZ's website nor refer to analyst research on
ANZ’s website; oropublish consensus data on ANZ's website.

44) If ANZ provides comment or feedback on draft or final reports or forecasts, ANZ will
restrict itself to referring to non-Market Sensitive Information or information
already in the public domain, or to correcting factual errors.

Market briefings and webcasts45) From time to time, ANZ conducts briefings with investors, brokers and analysts andpresents at conferences attended by such parties. A Disclosure Officer or delegate
must be involved in all discussions and meetings with investors, brokers andanalysts and the following procedures must be observed:oprinted material to be used at these events must be approved by a Disclosure
Officer prior to dissemination, to seek to ensure that it does not contain market
sensitive information which has not previously been lodged with ASX;ono market sensitive information will be disclosed unless it is has been lodged
first with ASX;oif any market sensitive information is inadvertently discussed, the market
sensitive information must be lodged immediately with ASX (and any othersecurities exchanges if required) and placed on ANZ's website;oquestions at briefings or conferences that deal with market sensitive information
will not be answered;oa member of the Investor Relations team who attends the briefing or conference(either in person or by phone/video link) will record a summary of the topics
covered; ando

ANZ will lodge with ASX a copy of any new and substantive investor or analyst
presentation ahead of the presentation and also place a copy on the ANZ
website.

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Dealing with other third parties46) In certain limited circumstances, a Disclosure Officer may authorise the provision ofmarket sensitive information to a third party including, APRA, ASIC, external
auditors and external advisers. This must occur on a confidential basis where theinformation has not been disclosed to ASX and is disclosed to that other party in a
way that complies with relevant corporations and securities legislation.
47) The decision to disclose market sensitive information to a regulator (prior to being
lodged with ASX) must be made in consultation with the ANZ relationship manager
for that regulator pursuant to the applicable engagement model and in compliancewith the ASX Listing Rules.

Blackout periods for external meetings48) During the Blackout Periods for External Meetings any discussions with analysts,
brokers and investors will be limited to Investor Relations personnel only, and will
not include other ANZ executives unless appropriate authorisation is obtained.

Confidential Information49) Employees must use reasonable measures to protect confidential information andmust not comment publicly or to third parties on any confidential information or use
it for any purpose other than for which it was obtained.
50) Employees must not disclose confidential information to any person except as
required under ANZ policies or agreements or to the extent required by law or aregulator.

Responsibilities
Position

Responsibilities

Owner

•

Employees (including line •managers) and contingent•
workers•

Review this policy periodically to check that it is operating effectively andwhether any amendments are required.
Refer matters involving market sensitive information in accordance with thispolicy.
Only communicate with third parties (e.g. analysts, brokers and investors,
media) as authorised in accordance with this policy.
Only communicate with third parties (e.g. analysts, brokers and investors,
media) as authorised in accordance with this policy. Do not make any
comments or provide any information via social networking, media or content
sharing sites where the subject matter relates to ANZ and is confidential orcommercially sensitive to the ANZ Group, includes market sensitive
information or which would result in a breach by ANZ of its continuous
disclosure obligations or any other regulatory obligations.

ExCo Members•

Monitor the activities within the scope of their responsible area to assess
whether any potentially market sensitive information has arisen, or may
arise, which should be notified to the Company Secretary, or in their absence
the Group General Counsel, for consideration and review.

CEO and CFO•

Seek to ensure that guidance (including de facto guidance) is only provided tothe media, analysts, brokers or investors consistent with guidance approvedor adopted by the ANZ Board and released to the ASX first.

Group General Counsel•

Escalate potentially market sensitive information in accordance with thispolicy.
Routinely contact relevant senior executives to enquire whether they areaware of any potentially market sensitive information•

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7Company Secretary

•
•
•

•
•
Company Secretary’s
Office••Escalate potentially market sensitive information in accordance with thispolicy.
Lodge announcements regarding market sensitive information with ASX and
NZX, and other overseas securities exchanges as necessary, in accordancewith this policy
On lodging announcements with ASX and NZX, the Company Secretary will
decide whether or not to select the box indicating that the announcement is
considered by ANZ to be market sensitive. In the case of any doubt regardingwhether information is market sensitive, escalate the issue to both the Group
General Counsel and Chief Financial Officer for decision by either one of them
Provide a copy of the ANZ Continuous Disclosure Procedure and the NZ
Continuous Disclosure Procedures to Disclosure Officers, and on appointment,
to ANZ Directors.
Support Disclosure Officers in the discharge of their responsibilities.
Delegated authority to file administrative announcements with ASX, NZX, UK
Listing Authority, and any other securities exchanges on which ANZ’s
Securities are listed. Administrative announcements include, but may not belimited to, ASX Appendices 3A-3Z, substantial shareholder notices, routine
Corporations Act notices and dividend/distribution announcements.
Provide the relevant Board with copies of all material market announcements
promptly after they have been madeDisclosure Officer (outside •of Continuous Disclosure
Committee
responsibilities)

Participate in briefings with investors, brokers and analysts in accordance withthis policy.

Continuous Disclosure
Committee (andDisclosure Officers wherea full meeting of theContinuous disclosure
Committee is notpractical)•

Meet to assess the disclosure of potentially market sensitive information inaccordance with this policy and the Continuous Disclosure Committee Charter.
Promptly advise an ANZ Bank New Zealand Limited Disclosure Officer of any
information that could constitute market sensitive information for ANZ NZ
listed debt or hybrid securities.
Assess the need for other actions (e.g. trading halt) in accordance with thispolicy.

Continuous Disclosure
Sub-Committee•

Meet and conduct business in accordance with the Continuous Disclosure
Committee Charter.

Group Treasurer•

Attend and keep a summary record of issues discussed at one-on-one orgroup meetings or briefings with debt investors, brokers, analysts and the
media, including a record of those present, the time and venue of themeeting, and the questions asked at the meeting and the responses provided(for internal reference and to check that no Market Sensitive Information has
been inadvertently disclosed)
Determine whether disclosure for ANZ’s debt instruments should be
supplemented for information that is disclosed by ANZ to ASX and determine
the wording of the relevant supplement. In doing so, the Group Treasurer
may have regard to the disclosure requirements for the relevant security
and/or programme (including law and market practice) or any other matterthe Group Treasurer considers appropriate. In the case of doubt, in the Group
Treasurer’s discretion, the Group Treasurer can escalate to the Chief Financial
Officer for decision.
Where practicable, approve the announcement of all capital raisings.

•

•

•

•
Group Treasury••

Immediately inform their Line Manager, the Group Treasurer or the Company
Secretary of the following potentially market sensitive information: any takeup by the underwriters of placement shares that ANZ becomes aware of, andthose proposed allocations. The CFO must also be informed.
Together with Investor Relations, record and log any guidance (including defacto guidance) and forward-looking statements. This includes statements by
the Chair, CEO, CFO, Investor Relations and Group Treasurer. Consider
whether updates are required to the market and refer such matters to theContinuous Disclosure Committee for decision.

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Corporate
Communications•••

Investor Relations

•

•

•

•
•
•

Where practicable, approve the content of all announcements (excluding
administrative announcements).
Establish and maintain procedures for monitoring, and monitor, major media
outlets and services, and social media (e.g., blogs, chat rooms and othersocial media of which Corporate Communications is aware where comments
about ANZ Group are posted). The procedures should be designed to assist
ANZ in identifying circumstances that may indicate a leak of potentiallymarket sensitive information (e.g., speculation involving ANZ Group), in
advance of ANZ announcing market sensitive information to ASX.
Seek to ensure that any communications by Corporate Communications withthe media are conducted in accordance with this policy.
Attend and keep a summary record of issues discussed at one-on-one orgroup meetings or briefings with investors, brokers, analysts and the media,
including a record of those present, the time and venue of the meeting, thequestions asked at the meeting and the responses provided (for internalreference and to check that no market sensitive information has been
inadvertently disclosed).
Together with Group Treasury, record and log any guidance (including defacto guidance) and forward-looking statements. This includes statements by
the Chair, CEO, CFO, IR and Group Treasurer. Consider whether updates are
required to the market and refer such matters to the Continuous Disclosure
Committee for decision.
Establish and maintain procedures for monitoring ANZ's earnings performanceand assessing whether there are potentially significant differences from any
guidance ANZ has given or from analyst consensus forecasts to identify
potential disclosure issues.
Establish and maintain procedures for monitoring fluctuations in ANZ's shareprice and trading volumes to assist ANZ in identifying circumstances that may
indicate a leak of potentially market sensitive information.
Seek to ensure that any meetings with analysts, brokers and investors are
conducted in accordance with the Communications Policy.
Coordinate meetings (as required) between any ANZ Director and investors,
brokers, or analysts.

Relevant Board•

In limited circumstances, approve disclosure of market sensitive informationin accordance with this policy.

ANZ Director•

Escalate potentially market sensitive information in accordance with thispolicy.
Only communicate with third parties (e.g. analysts, brokers and investors,
media) as authorised in accordance with this policy.

•

Compliance51) All policy exemptions must be submitted for approval to the Owner using the Policy
Exemption form.
52) Breaches may result in disciplinary action, and/or performance and remunerationconsequences.
53) This policy is not part of employee contracts and may be changed or retired at any
time. If the law imposes a higher standard than this policy, the legal obligation
prevails.

Document family54) The following Policy Documents are directly related to this policy:o

ANZ Continuous Disclosure Procedure which applies to the group (except to ANZBank New Zealand Limited) – this includes the Communications Policy.

o

ANZ Bank New Zealand Limited (ANZ NZ) has in place separate Continuous
Disclosure Procedures which apply to all Directors, employees and contractors of
ANZ Bank New Zealand Limited and its controlled entities.

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The Continuous Disclosure Committee Charter.

Policy Definitions55) The Policy Glossary contains standard terms. For the purposes of this document,
the following terms have these definitions when used:o

ANZ means ANZ Group Holdings Limited (ANZGHL) or ANZ Banking Group
Limited (ANZBGL), as required by the context.

o

ANZ Securities means:
i. in relation to ANZGHL, a share or other security or financial product issued by
ANZGHL that can be traded on a financial market; orii. in relation to ANZBGL, a share or other security or financial product issued by
ANZBGL that can be traded on a financial market.

oBlackout Periods for External Meetings means the following periods:
i. from and including 1 April through to the time of the announcement of ANZ’shalf year results,
ii. from and including 1 October through to the time of the announcement of
ANZ’s full year results, andiii. any additional periods determined by ANZ from time to time.

o

Carve-outs from disclosure means information that is exempt from theimmediate disclosure requirement if:
i. it falls within one or more of the following categories:(1) it would be a breach of a law to disclose the information(2) the information concerns an incomplete proposal or negotiation(3) the information comprises matters of supposition or is insufficiently
definite to warrant disclosure(4) the information is generated for the internal management purposes of theentity(5) the information is a trade secret, andii. it is confidential and ASX has not formed the view that it has ceased to be
confidential, andiii. a reasonable person would not expect it to be disclosed to the market.

oChair means the Chair of ANZGHL in the case of ANZGHL or the Chair of
ANZBGL in the case of ANZBGL.

oConfidential information means information in any form which is marked ordesignated confidential, is by its nature confidential or should reasonably beknown to be confidential, including intellectual property, information relating to
the business, financial position, assets, liabilities, licences, contracts or
arrangements or funding of the ANZ Group, or the personal information of any
personoContinuous Disclosure Committee means the Committee that consists of theDisclosure Officers and has responsibilities under this Policy. The Committee is
responsible for reviewing information to determine whether disclosures are
required in order to comply with the requirements of the Listing Rules of ASX

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10and other overseas securities exchanges on which ANZ Securities are listed, as
well as the requirements of applicable corporations and securities legislation,
relating to the disclosure of market sensitive information.
oContinuous Disclosure Committee Charter means the Charter that describes
the purpose, role and powers of the Continuous Disclosure Committee.

oMarket sensitive information includes financial and other quantifiable
matters as well as strategic and reputational matters.
Some examples of information that may require disclosure include:i. financial performance of ANZ and its ventures;
ii. an awareness that earnings for a financial period may differ materially (either
downwards or upwards) from any earnings guidance ANZ may havepreviously given or consensus estimates of analysts for that period);
iii. material new contracts, and significant developments with existing material
contracts;
iv. ratings applied to ANZ or ANZ Securities by a ratings agency and ratingschanges;v. material acquisitions, divestments, alliances or dealings with ANZ assets;
vi. in the context of an underwritten institutional share placement, any take-up
by the underwriters of placement shares that ANZ becomes aware of, andthose proposed allocations;vii. material litigation; andviii. industry wide changes, including decisions by government, regulators orcompetitors that materially affect ANZ.

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