ANZ CAPITAL NOTES 9OFFER
INVESTOR PRESENTATION
14 FEBRUARY 2024

Approved for distribution by ANZ Group’s Continuous Disclosure Committee
Australia and New Zealand Banking Group Limited 9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522

ANZ Capital Notes 9

DISCLAIMER
This presentation has been prepared by Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) ("ANZBGL") in connection with the offer (“Offer”) of ANZ Capital Notes 9 (“ANZ Capital Notes 9” or “Notes"). The Offer is being
made under a prospectus (“Prospectus”) that was lodged with ASIC on 14 February 2024 and a replacement Prospectus, that will include the Margin determined after the Bookbuild, that is expected to be lodged with ASIC on 22 February
2024. The Prospectus is available (and the replacement Prospectus will be available) on ANZBGL’s website, capitalnotes.anz.com. Applications for Notes can only be made as specified in the Prospectus.
The material in this presentation is general background information current as at the date of this presentation. It is information given in summary form and does not purport to be complete. This presentation is not a prospectus or otherdisclosure document under Australian law and does not constitute an invitation to subscribe for or buy any securities or an offer for subscription or purchase of any securities or a solicitation to engage in or refrain from engaging in anytransaction. The information in this presentation is prepared for Institutional Investors and Wholesale Investors only. It is not investment or financial product advice and is not intended to imply any recommendation or opinion about Notes.
It does not take into account your investment objectives, financial situation or particular needs. In considering whether to apply for Notes, it is important that: (1) if you are a Retail Investor, you are within the Notes Target Market. The Notes
Target Market is set out in section 4.1 of the Prospectus. If you are a Retail Investor, you can only apply for the Notes if you are within the Notes Target Market and have received professional advice in relation to your application (see theProspectus for further details); and (2) you consider all risks and information regarding an investment in Notes in light of your particular investment objectives, financial situation and needs, as the Offer and the information in thispresentation and the Prospectus do not take into account those particular investment objectives, financial situation or needs.
This presentation may contain forward-looking statements or opinions including statements regarding the ANZ Group’s intent, belief or current expectations with respect to ANZBGL, ANZ Group Holdings Limited (ABN 16 659 510 791)(“ANZGHL”) or the ANZ Group’s business operations, market conditions, results of operations and financial condition, capital adequacy, sustainability objectives or targets, specific provisions, management practices and transactions the ANZGroup is undertaking or may undertake. Those matters are subject to risks and uncertainties that could cause the actual results and financial position of the ANZ Group to differ materially from the information presented herein. When used inthis presentation, the words ‘forecast’, ‘estimate’, ‘goal’, ‘target’, ‘indicator’, ‘plan’, ‘pathway’, ‘ambition’, ‘modelling’, ‘project’, ‘intend’, ‘anticipate’, ‘believe’, ‘expect’, ‘may’, ‘probability’, ‘risk’, ‘will’, ‘seek’, ‘would’, ‘could’, ‘should’ and similar
expressions, as they relate to the ANZ Group and its management, are intended to identify forward-looking statements or opinions. Those statements and opinions: are usually predictive in character; or may be affected by inaccurate
assumptions or unknown risks and uncertainties; or may differ materially from results ultimately achieved. As such, these statements and opinions should not be relied upon when making investment decisions. There can be no assurance
that actual outcomes will not differ materially from any forward-looking statements or opinions contained herein. These statements and opinions only speak as at the date of publication and no representation is made as to their correctness
on or after this date. Forward-looking statements and opinions constitute “forward-looking statements” for the purposes of the United States Private Securities Litigation Reform Act of 1995. ANZBGL and ANZGHL do not undertake any
obligation to publicly release the result of any revisions to these forward-looking statements to reflect events or circumstances after the date hereof to reflect the occurrence of unanticipated events.
None of ANZBGL, ANZGHL or the Joint Lead Managers (“JLMs”) make any representation or warranty as to the accuracy of such statements or opinions. Except as required by law, and only then to the extent so required, neither ANZBGL,ANZGHL or the JLMs nor any other person warrants or guarantees the future performance of the Notes or any return on any investment made in Notes. The information in this presentation is not intended to be relied on and in all cases
anyone proposing to use the information should independently verify and check its accuracy, completeness, reliability and suitability. The information in this presentation is not intended to create any legal or fiduciary relationship and issubject to change without notice (but neither ANZBGL nor ANZGHL is under any duty to update or correct it).
Diagrams used in this presentation are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this presentation. This
presentation has been prepared based on information in the Prospectus and generally available information. Investors should not rely on this presentation but should instead read the Prospectus in full before making an investment
decision. Terms defined in this presentation have the meaning given to them in the Prospectus.
To the maximum extent permitted by law, none of ANZBGL, ANZGHL or the JLMs, their respective related bodies corporate, or their directors, employees or agents, nor any other person accepts any liability for any loss arising from the use ofthis presentation or its contents or otherwise arising in connection with it, including, without limitation, any liability arising from fault or negligence on the part of ANZBGL, ANZGHL or the JLMs, their respective related bodies corporate, or
their directors, employees or agents.
The distribution of this presentation in jurisdictions outside Australia may be restricted by law. If you come into possession of it you should seek advice on such restrictions and observe any such restrictions. Any failure to comply with such
restrictions may constitute a violation of applicable securities laws. This presentation does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. In particular, the Notes
have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any state or jurisdiction of the United States and may not be offered, sold or resold, directly or indirectly, in
the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the Securities Act. Notes are not deposit
liabilities or protected accounts of ANZBGL under the Banking Act or guaranteed or insured by any government, government agency, compensation scheme, ANZGHL or by any other person.

1

CONTENTS

Offer Summary3

FY23 Results and 1Q24 Update

10

Appendix 1- Key Terms

22

Appendix 2 – Key Dates And Contacts

29

ANZ CAPITAL NOTES 9
OFFER SUMMARYANZ Capital Notes 9

ANZ CAPITAL NOTES 9: KEY TERMS
Offer

•
•

Offer of ANZ Capital Notes 9 (“Notes”) by Australia and New Zealand Banking Group Limited (“ANZBGL”)
Includes a Reinvestment Offer under which Eligible CN4 Holders can apply through their Syndicate Broker to reinvest the redemption proceeds of some or all of their ANZ Capital
Notes 4 (ASX code: AN3PG) (“CN4”) in Notes

Offer size•

$1 billion with the ability to raise more or less

Term

•
•
•
•

Perpetual unless Redeemed, Converted or Resold
Mandatory Conversion to Ordinary Shares of ANZ Group Holdings Limited (“ANZGHL”) on 20 September 2033 or following a Trigger Event or a Change of Control EventANZGHL is the listed parent company of the ANZ Group and is a non-operating holding company
Exchangeable into ANZGHL Ordinary Shares at ANZBGL’s option on 20 March 2031, 20 June 2031 or 19 September 2031 or following a Tax Event or Regulatory Event•

Discretionary, non-cumulative distributions scheduled to be paid quarterly based on a floating rate (3 Month BBSW), subject to certain Payment Conditions including ANZBGL(on a Level 1 basis) or the ANZ Group (on a Level 2 basis or, if applicable, a Level 3 basis), not breaching its APRA capital adequacy requirements•

Distribution Rate = (3 Month BBSW + Margin) x (1 – Australian corporate tax rate)•

Margin expected to be in the range of 2.90% to 3.10% per annum•

Distributions are expected to be franked at the same rate as dividends on ANZGHL Ordinary Shares. If a Distribution is not fully franked, the amount of the cash Distribution will
be increased to compensate Holders for the unfranked portion of the Distribution, subject to the Payment Conditions.

•

In a Winding-Up of ANZBGL, the Notes rank for payment:• ahead of ANZBGL Ordinary Shares;• equally with ANZ Capital Securities and any other Equal Ranking Instruments; and• behind depositors, senior ranking securities and other creditors of ANZBGL•ANZBGL is issuing the Notes to help meet the capital requirements for ADIs set by APRA. APRA requires ANZBGL to maintain a level of regulatory capital to help promote thestability of ANZBGL and protect ANZBGL’s depositors and other creditors•

APRA has confirmed that the Notes will constitute Additional Tier 1 Capital for the purposes of APRA’s regulatory capital requirements•

ANZBGL will use the proceeds to refinance CN4 and for general corporate purposes•

The Offer includes:• a Reinvestment Offer for Eligible CN4 Holders;Distributions

Ranking 1

PurposeOffer structure

Listing1.

••

a New Money Offer; and•an Institutional Offer

Expected to trade under ASX code ‘AN3PL’

The ranking of a Holder’s claims in a winding-up will be adversely affected if a Trigger Event occurs. Following Conversion, Holders will have a claim as a holder of ANZGHL Ordinary Shares. If a Note is Written-Off, all rights in
respect of a Note will be terminated and the Holder will not have their capital repaid.

4

ANZ Capital Notes 9

NOTES CONVERTIBLE INTO ORDINARY SHARES OF ANZGHLON CONVERSION, HOLDERS WILL RECEIVE LISTED ORDINARY SHARES OF ANZGHL AS THE NON-OPERATINGHOLDING COMPANY OF THE ANZ GROUP

Prudential Regulation
APRA adopts a tiered approach to the measurement of an ADI’s
capital adequacy by assessing the ADI’s financial strength at threelevels:Level 1: ANZBGL on a standalone basis (i.e. ANZBGL andspecified subsidiaries which are considered to form ANZBGL’s
Extended Licensed Entity)
Level 2: The ANZ Bank Group (i.e. the consolidated banking
group) less certain subsidiaries and associates that are excluded
under APRA’s Prudential Standards
Level 3: The ANZ Group (i.e. the conglomerate group at its
widest level; that is ANZGHL as the non-operating holding
company and all its related bodies corporate). The ANZ Group is
not yet required to report capital on a Level 3 basis

5ANZ Capital Notes 9

SUMMARY OF OPTIONAL EXCHANGE DATES AND EXCHANGE OPTIONS

The diagram below summarises certain events that may occur while the ANZ Capital Notes 9 are on issue, and what Holders may receive if those events occur. The events
depend on a number of factors including ANZGHL’s share price, the occurrence of contingencies and in some cases election by ANZBGL. As a result the events may notoccur.

Issue
Date

Mandatory
Conversion
Date

Optional Exchange Dates

Potentiallyperpetual
20
March
2024

20 March
2031

7 Years

20
June
2031

19 September
20311

6 Months
If ANZBGL chooses, and certain
conditions are met, Notes may be
Converted, Redeemed or Resold onthese dates

20 September
2033

2 Years
Notes will be Converted on this date if the Mandatory
Conversion Conditions are satisfied, or the firstDistribution Payment Date after this date on which the
Mandatory Conversion Conditions are satisfied.

There are certain other events that could occur at any time which may result in Notes being Converted, Redeemed, Resold or Written Off
1. As 20 September 2031 is not a Business Day, this date has been brought forward to the preceding Business Day.

6

ANZ Capital Notes 9

COMPARISON TO OTHER ANZ CAPITAL NOTESREINVESTMENT OF CN4 INTO NOTES IS NOT A SIMPLE ROLLOVER INTO A SIMILAR INVESTMENT. THE NOTES AND CN4 HAVEDIFFERENT RIGHTS, BENEFITS AND RISKS WHICH MUST BE EVALUATED SEPARATELYANZ Capital Notes 9

ANZ Capital Notes 8

ANZ Capital Notes 4

ASX Code

AN3PL

AN3PK

AN3PG

Term

Perpetual, subject to Mandatory Conversion into ANZGHL
Ordinary Shares on 20 September 2033 (~9.5 years after theIssue Date)

Perpetual, subject to mandatory conversion into ANZGHL
ordinary shares on 20 September 2032(~9.5 years after its issue date)

Perpetual, subject to mandatory conversion into ANZGHL
ordinary shares on 20 March 2026(~9.5 years after its issue date)MarginExpected to be between
2.90% to 3.10%

2.75%

4.70%

Distribution Payment Dates

Quarterly

Quarterly

QuarterlyFranking

Frankable, subject to gross-up for non-franked portion

Frankable, subject to gross-up for non-franked portion

Frankable, subject to gross-up for non-franked portion

Conditions to payment ofDistributions

Yes, subject to ANZBGL’s absolute discretionand the Payment Conditions

Yes, subject to ANZBGL’s absolute discretionand payment conditions

Yes, subject to ANZBGL’s absolute discretion and payment
conditions

Restrictions for nonpayment of Distribution

Yes, applies to ANZBGL Ordinary Shares until thenext quarterly Distribution Payment Date

Yes, applies to ANZBGL Ordinary Shares until thenext quarterly distribution payment dateYes, applies to ANZBGL Ordinary Shares until the next
quarterly distribution payment date

Mandatory Conversion

20 September 2033 (if the Mandatory Conversion Conditions
are satisfied) and on a Change of Control Event

20 September 2032 (if the mandatory conversion conditions
are satisfied) and on a change of control event

20 March 2026 (if the mandatory conversion conditions are
satisfied) and on a change of control event

ANZBGL Early Redemption
Options

20 March 2031 (~7 years after its issue date), 20 June 2031,
19 September 2031 and for Tax or Regulatory Events, with
APRA’s prior written approval

20 March 2030 (~7 years after its issue date), 20 June 2030,
20 September 2030 and for tax or regulatory events, with
APRA’s prior written approval

20 March 2024 and for tax or regulatory events, with
APRA’s prior written approval

Conversion on Trigger Event

On a Common Equity Capital Trigger Event for the ANZBGLLevel 1 and 2 Groups and Non-Viability Trigger Event. WriteOff if Conversion does not occur for any reason

On a Common Equity Capital Trigger Event for the ANZBGLLevel 1 and 2 Groups and Non-Viability Trigger Event. WriteOff if Conversion does not occur for any reason

On a Common Equity Capital Trigger Event for the ANZBGLLevel 1 and 2 Groups and Non-Viability Trigger Event.
Write-Off if Conversion does not occur for any reason

Capital Classification

Additional Tier 1

Additional Tier 1

Additional Tier 1

7

ANZ Capital Notes 9

OPTIONS FOR ELIGIBLE CN4 HOLDERS1

Reinvestment Offer

ANZBGL HAS ISSUED A REDEMPTION NOTICE FOR CN42
OptionDescription

Reinvest CN4 into
ANZ Capital Notes 9• Apply to participate in the Reinvestment
Offer and reinvest the CN4 Redemption
Proceeds for some or all of your CN4 into
Notes

1

2
Continue to holdCN4

• Continue to hold your CN4, under the
existing terms of the security• ANZBGL has issued a redemption notice inaccordance with the CN4 terms. That noticeconfirms that ANZBGL will redeem all CN4
for their face value of $100 on 20 March2024• CN4 will continue to trade on ASX until 6
March 2024

Required Eligible CN4 Holder action• Apply through a Syndicate Broker• Applications can only be made by:• Wholesale Investors; or• Retail Investors within the Notes Target Market
receiving personal advice• There is no general ANZBGL securityholder offer• Take no action

3
Sell ANZ CN4
on-market• Sell your CN4 on the ASX• CN4 will continue to trade on ASX until
6 March 2024

• Transact through your broker

Eligible CN4 Holders can also apply for additional Notes through the New Money Offer.
Speak to your Syndicate Broker about how to do this1.

To be an Eligible CN4 Holder, you must: (1) have been a registered holder of CN4 at 7:00pm (Melbourne, Australia time) on 8 February 2024; (2) be shown on the CN4 register as having an address in Australia; (3) not be in the
United States or acting as a nominee for, or for the account or benefit of, a US Person or not otherwise be prevented from receiving the invitation to participate in the Offer or ANZ Capital Notes 9 under the laws of any
jurisdiction; and (4) be an Institutional Investor or a client of a Syndicate Broker who is either a Wholesale Investor or a Retail Investor within the Notes Target Market who has received personal advice from a licensed
professional adviser.

2.

A final Distribution of $1.8227 per CN4 is scheduled to be paid on 20 March 2024 subject to the payment conditions in the CN4 terms and ANZBGL’s absolute discretion.

8

ANZ Capital Notes 9

OFFER STRUCTURE AND NOTES TARGET MARKET

Applications

All Applications for Notes must be from:• an Institutional Investor; or• a client of a Syndicate Broker who is either:• a Wholesale Investor; or• a Retail Investor within the Notes Target Market who has received personal advice from a licensed professional adviser.
Applications must be submitted through a Syndicate Broker

Offer Structure

No securityholder offer•

Reinvestment Offer , under which Eligible CN4 Holders may apply through their Syndicate Broker to have some or all of their CN4 Redemption Proceeds reinvested in Notes;•

New Money Offer , under which a client of a Syndicate Broker who is either a Wholesale Investor or a Retail Investor within the Notes Target Market who has received personal
advice from a licensed professional adviser, may apply through their Syndicate Broker for an allocation of Notes (other than under the Reinvestment Offer); and•Institutional Offer , under which certain Institutional Investors invited by ANZ Securities may bid for Notes in the Bookbuild.

•

The Offer does not contain a general offer for ANZGHL or ANZBGL securityholders to apply for Notes•

ANZBGL securityholders cannot apply directly to ANZBGL to participate in the Offer, including Eligible CN4 Holders under the Reinvestment Offer•

ANZBGL has made a target market determination (Target Market Determination) in accordance with its obligations under the Design and Distribution Obligations (DDO)
legislation.
The Target Market Determination is available at capitalnotes.anz.com
It describes, among other things, the class of Retail Investors that comprise the target market for Notes (the Notes Target Market), being investors who:• are seeking to acquire an investment product with the ability to generate income;• are not seeking capital growth;• are able to bear the risks associated with an investment in Notes, in particular, the lack of certainty as to payment of distributions and the potential loss of some or allof the capital invested in Notes;• do not require certainty as to repayment of capital invested within a specific investment timeframe; and• seek the ability to dispose of Notes by sale on a licensed securities exchange at the price available on the exchange.

••

Notes Target Market•

Retail Investors wishing to apply for Notes:• must seek professional advice as to whether they are within the Notes Target Market and whether the investment in the Notes is suitable in light of their particular
objectives, financial situation and needs; and• can only apply for the Notes if they are within the Notes Target Market and have received personal advice from a licensed professional adviser.

9

ANZ CAPITAL NOTES 9
FY23 RESULTS AND 1Q24 UPDATEANZ Capital Notes 9

SUMMARY - 2024 FIRST QUARTER (1Q24)1ANZ Group
performance(1Q24 vs
1H23
quarterly
average)

Capital(at 31 Dec 23)
Balance Sheet(31 Dec 23 vs
30 Sept 23)• 1Q24 ANZ Group revenue was in line with the First Half FY23 quarterly average (1H23QA $5.26b) with Non-Markets revenue broadly in line with the First Half
FY23 average (1H23QA $4.69b), assisted by growth in average interest earning assets• The Institutional Division’s Markets business had a good start to the year with revenues a little better than the First Half FY23 average (1H23QA $575m)• ANZ Group has demonstrated a proven ability over many years to manage our expenses well and while facing into ongoing inflationary pressures, we continue
to execute on productivity initiatives to partially offset these headwinds• Lending growth remains robust across our Australia Retail and Commercial franchises. Our investment in home loan processing capability and capacity andimproved broker experience is providing ongoing benefits. We are continuing to grow our Australian Home Loan book profitably by continuing to offer reliable
turnaround times, and in line with that we are competitive but not market leading on pricing. Lending growth was substantially self funded across both
Divisions by deposits• Our long-term focus on high quality customer selection and prudent risk appetite means credit quality remains strong, with the total provision charge of $53m
APRA Level 2 CET1 ratio• 13.06% or 11.86% on a pro forma basis (excludes Capital being held for the Suncorp Bank acquisition and NOHC surplus capital)• The December CET1 includes the impact of the FY23 dividend, paid in December 2023 (Slide 12)
Customer Deposits• +$8b in Australian Retail and Commercial deposits with the New Zealand Divisional Deposits +2b NZD. Liability mix shifts have slowed markedly in both
Australia and New Zealand• Institutional Deposits (ex Markets) reduced $3b with half the decline attributable to FX and the remainder largely a small number of Fixed Deposit maturities
Net loans and advances (NLA)• NLA increased 1% (+$7b), with Australia Retail and Commercial and New Zealand Retail and Commercial all contributing to balance sheet growth
Exposure at Default (EAD) & Risk Weighted Assets (RWA)• EAD increased 1% (+$14b)• RWA reduced 1%, primarily from the reduction in Corporate Credit RWA and IRRBB RWA

Provisions &credit quality

1.

•
•
•
•

Total Provision charge was $53m, comprised of a $27m individual provision charge and a $26m collective provision charge
Collective provision balance stable at $4.03b with CP charge offset by FX impacts (0.34bps coverage ratio CP/EAD, 117bps CP/CRWA)
Gross Impaired Assets as a % of total Gross Loans and Advances increased 1bp to 22bps
Australian Housing 90+DPD at 70bps remains well below pre Covid levels , NZ 90+DPD was 64bps

Extracted from ANZGHL’s December 2023 Pillar 3 Chart Pack as at 31 December 2023 (which is not subject to KPMG’s audit or review process)

11

ANZ Capital Notes 9

1Q24 CAPITAL, LIQUIDITY, FUNDING1ANZBGL’s APRA Level 2 CET1 ratio – 1Q24 capital movement
%

0.42

13.34

13.06

-0.06

-0.64

0.04

11.86

NOHC surplus

Dec 23
Pro forma-1.24

Sep 23

Underlying
RWA growth2

Liquidity3
LCR, quarterly avg. %133

Sep 23130

Dec 23

Capital Generation& Other

FY23 Final
Dividend(Net of DRP)

Dec 23

Suncorp
Acquisition

Funding
NSFR, end of period %116.3

Sep 23•115.4

Dec 23

In addition to $3b of pre-funding completed in FY23,ANZBGL has issued a further ~$16b of term funding in FY24•ANZBGL expectations for FY24 term funding needs is $30-35b•

ANZBGL remains well prepared for the modest Term Funding
Facility maturities of ~$8b in 2H24

1.

Extracted from ANZGHL’s December 2023 Pillar 3 Chart Pack as at 31 December 2023 (which is not subject to KPMG’s audit or review process)2.

Underlying RWA growth of $2.0b inclusive of CRWA Volume & Risk changes, IRRBB, Operational Risk, Market Risk and underlying CVA (excluding CVA hedges)

3.

LCR and NSFR figures shown are on a Level 2 basis per APRA prudential standard APS210

12

ANZ Capital Notes 9

FY23 ANZ GROUP FINANCIAL RESULTS
FY23

vs FY22

7,098

Flat

Revenue

20,893+13%

Cash Profit

7,405

+14%

Return on equity, %10.9%+54 bps

Earnings per share - basic, cents

247.1

+8%

175

+29 cents

NTA per share, $

21.78

+5%

APRA Level 2 CET1 ratio, %13.3+105 bps

Collective Provision balance, $b

4.03

+5%

Statutory profit, $ million
Cash Profit Continuing operations, $ million

Dividend per share1, cents

1.

ANZGHL’s Interim dividend of 81 cents, fully franked and final dividend of 94 cents, partially franked at 56%. The final dividend comprised an 81 cents dividend partially franked at 65% and an additional one-off unfranked
dividend of 13 cents

13

ANZ Capital Notes 9

ANZGHL BALANCE SHEET STRUCTURE1
NSFR movement, %Pro forma NSFR is ~115.4% once RSF benefit
associated with TFF is removed

118.6

0.8

-2.1

Mar 23

Loans

0.2

0.4

Offshore Short Term W’sale Debt 3%

116.3
-0.1

-1.5

TFF RSF
ImpactBalance sheet composition, Sep 23

Liquid and Other Assets
34%

LT Debt

Retail/Non OpCorp/
FI/Bank
Operational Deposits
FI Deposits & Repos

Other2

Sep 23

FI Lending 7%625
Non-Financial Corporates

Liquids & Other4

Retail/SME

Available
Stable Funding
1.
2.
3.
4.
5.
6.

Retail and SME Deposits
31%

538

Other Loans

CapitalCorporate, PSE and Operational
Deposits
25%

Non-FI Lending
20%

NSFR Composition, Sep 23 $b
Wholesale Funding & Other3

Domestic Short Term
Wholesale Debt andOther Funding5
22%

Mortgages
39%

Residential Mortgages
65% RSF factor
Required
Stable Funding

Long Term Wholesale Debt6
9%
Capital incl. Hybrids and Tier 2
10%AssetsNSFR Required Stable Funding (RSF) and Available Stable Funding (ASF) categories and all figures shown are on a Level 2 basis per APRA prudential standard APS210
Includes Securities, Derivatives, Other Assets and net FX impacts‘Other’ includes Sovereign, and non-operational FI Deposits‘Other’ include Off Balance Sheet, Derivatives, and Fixed Assets
Includes FI/Bank deposits, Repo funding and other short dated liabilities
Includes Central Bank Term Funding (RBA TFF, RBNZ FLP/TLF)

Funding

14

ANZ Capital Notes 9

ANZ GROUP CAPITALANZ Group Capital Composition, $b
91.9

90.6
82.8

0.7
0.2

72.8

50.5

CET1 Composition

55.9

58.7

58.4

57.8
ANZ Bank GroupNon-Bank GroupMar 22
CET1

Sep 22
AT1

Mar 23

Sep 23NOHC (surplus)

Tier 2● There is no material impact to capital ratios in ANZ Bank Group under the NOHC
structure as the majority of ANZ Group capital remained in ANZ Bank Group. The ANZBank Group‘s capital requirements will continue to be determined by existing APRA
requirements applied to ADIs
● ANZ Non-Bank Group capital is assessed by using an economic capital model (ECM).
The Non-Bank Group is meeting APRA requirements of holding capital equivalent to or
greater than the economic requirements

ANZ Bank Group Key Capital Ratios (%)

Sep 22

Mar 231

Sep 23 1

Level 2 CET1 capital ratio

12.3

13.2

13.3

Level 2 CET1 HoH mvmt

+76 bps+89 bps+16 bps

Level 2 CET1 capital ratio (pro forma for Suncorp Bank)

~11.1

~12.0

~12.1

Additional Tier 1 capital ratio

1.7

1.9

1.9

Tier 1 capital ratio

14.0

15.1

15.2

Tier 2 capital ratio

4.2

5.5

5.8

Total regulatory capital ratio

18.2

20.6

21.0

Leverage ratio

5.4

5.3

5.4

$454.7b$435.5b$433.3bLevel 1 CET1 capital ratio

12.0

12.9

13.2

Level 1 CET1 HoH mvmt

+94 bps+90 bps+28 bps

Level 2 vs Level 1 mvmt

-18 bps-1 bps-12 bps

Level 1 risk weighted assets$392.0b$370.4b$367.1b

Leverage ratio

6.1

5.9

6.0

Level 2 CET1 capital ratio

19.2

19.43

19.7

Risk weighted assets

Internationally comparable ratios2 (%)

1.

Mar 23 and Sep 23 capital balances include APRA Capital Reform updates which impact the calculation of credit RWA and operational RWA

2.

Mar 23 and Sep 23 Internationally Comparable methodology aligns with The Australian Banking Association BASEL 3.1 Capital Comparison Study (Mar 2023). Sep 22 Internationally Comparable methodology aligns with APRA’s information paper
entitled ‘International Capital Comparison Study’ (13 July 2015).

3.

March 2023 International capital ratios have been restated following a revision to the March 2023 International RWA from $341.8 billion to $334.4 billion

15

ANZ Capital Notes 9

REGULATORY CAPITAL – RISK WEIGHTED ASSETS
Risk weighted assets – Level 2, $b
Total Credit RWA increase $3.7b435.5

Mar 23

436.2

0.7

0.4

3.7

0.0
-1.1

CRWA FX impacts

Mar 23
FX adjusted

Divisional Lending

Risk Impacts

Other CRWA impacts

433.3

-1.6

Operational
RWA impacts-4.3

Market Risk & IRRBB IRB Floor adjustment
RWA impacts

Sep 23

Risk weighted assets – IRRBB, $b
40

33.4

38.1

30
20

13.5

10.2

31.9

31.7

Mar 23

Sep 23

18.0

10
0
-10

Sep 20
Embedded Gains/Losses

Mar 21
Sep 21Mar 22
Repricing & Yield Curve Risk
Basis & Optionality Risk

Sep 2216

ANZ Capital Notes 9

REGULATORY CAPITALTHE ANZBGL LEVEL 2 GROUP’S SEPTEMBER 2023 AND DECEMBER 2023 CAPITAL RATIOS WITH PRO FORMA
ADJUSTMENTS FOR THE CN4 REDEMPTION, ISSUE OF $1BN OF NOTES AND COMPLETION OF THE SUNCORP TRANSACTIONANZBGL’s summarised consolidated capital adequacy ratios as at 31 December 2023
Proforma
adjustment:

Proforma
ANZBGL
31 December
2023 after the
CN4
Redemption

ANZBGLANZBGL30 September
2023

31 December
20232

CommonEquity Tier 1
Capital

13.3%

13.1%

0.0%

13.1%

0.0%

13.1%

-1.2%

11.8%

Additional Tier
1 Capital

1.9%

1.9%

-0.4%

1.5%

+0.2%

1.8%

-0.1%

1.6%

Tier 1 Capital

15.2%

15.0%

-0.4%

14.6%

+0.2%

14.8%

-1.4%

13.5%

Total Capital

21.0%

20.6%

-0.4%

20.2%

+0.2%

20.5%

-1.7%

18.7%

ANZBGL Level
2 Group 1

CN4
Redemption

Proforma
adjustment:

Proforma
Proforma
Proforma
ANZBGLANZBGLadjustment:
31 December
31 Dec 2023
Completion ofafter CN42024 net of all
Suncorp
Redemption
ProformaTransaction
and CN9 Issue
Adjustments

CN9 issue

1.

The capital adequacy ratios contained in this table have been rounded to the nearest decimal place. Any discrepancies in the sum of the ratios in this table are due to rounding

2.

The summarised consolidated capital adequacy ratios of the ANZBGL Level 2 Group as at 31 December 2023 are extracted from the ANZBGL Basel III Pillar 3 Disclosure as at 31 December 2023 (which are not subject to
KPMG’s audit or review processes)

17

ANZ Capital Notes 9

AT1 DISTRIBUTIONS AND CONVERSION TRIGGER PROTECTIONANZBGL’S CET1 CAPITAL POSITION AND STRONG EARNINGS PROVIDE BUFFERS FOR AT1 INVESTORS
CET1 Capital & Combined Capital Buffer(post Capital Reform)

10.25%

Combined
Capital Buffer
Quartiles
5.75%

Management
Buffer

60%

3rd

40%

1st

Minimum CET1 of
4.5%

1.

Management
Actions

20%

0%

4.5%

Distribution ofcurrent year earnings
is increasingly
restricted as CET1
level falls into the
Combined Capital
BufferIndicative buffers as at 31 December 20231% RWA

Maximum
Distributable
Amount (MDA)

4th

2nd

Actions available to strengthen capital

Possible actions to be invoked by
ANZBGL if its CET1 ratio declines
below management target
include:• Reducing dividend payout• DRP discount and underwrite• New share issuance• Expense management• Restricting RWA growth• Asset sales

Combined
Capital Buffer
Restrictions

Regulatory restrictions on ANZBGL
ordinary share dividends,
discretionary bonuses and AT1
distribution payments as the
Combined Capital Buffer isbreached

Hierarchy
Respected

Priority payment of AT1
distributions to prevent thedividend restriction applying andto enable ANZBGL to be able tocontinue paying dividends on its
ordinary shares dividends.

A$bn

2.4%

Future earnings(eg. 12 months
to 30 Sep 23 PBP)

$10.4bn

2.8%

CET1 above MDA$12.1bn

5.125%

CET1
above trigger
to top of
Combined
Capital Buffer$22.0bn

5.125%

CET1<
5.125%$22.0bn

A$34.1bn
above
CommonEquityCapitalTrigger
Event

Future earnings are not forecast. ANZBGL statutory profit before provisions for the 12 months to 30 September 2023 was $10.4bn. All figures shown are on a Level 2 basis per APRA prudential standards

18

ANZ Capital Notes 9

AT1 DISTRIBUTION PROTECTIONSANZBGL’S CET1 CAPITAL POSITION AND STRONG EARNINGS PROVIDE BUFFERS FOR AT1 INVESTORS
Level 1 CET11, % CET1 Ratio• AT1 distributions may be progressively restricted if ANZBGL’s CET1 capital ratio drops to or
below APRA’s minimum capital requirement plus prescribed regulatory combined capital
buffers. Under APRA’s current rules this equates to a CET1 ratio of approximately 10.25%• ANZBGL’s Ordinary share dividends are subject to the dividend restriction if any AT1
distributions are not paid. There is no equivalent restriction on ANZGHL.
• Total AT1 distributions = ~10% of ANZGHL’s total ordinary equity dividends in FY23 (~7% in
FY22), and ~6% of statutory profit in FY23 (~4% in FY22)

Ordinary dividend and AT1 coupons, A$bn

14
12
10
8
6
4
2
0

Sep
19

Mar
20

Sep
20

Mar
21

Sep
21

Mar
22

Sep
22

Mar
23

Sep
23

Dec
23

Sep
20

Mar
21

Sep
21

Mar
22

Sep
22

Mar
23

Sep
23

Dec
23

14
12

5

10

4

8

3

6
4

2

2

1

0
FY18
AT1 Coupons

1.

Mar
19

Level 2 CET11, % CET1 Ratio

6

0

Sep
18

FY19

FY20

FY21

FY22

FY23

Dividend

On 1 January 2023, the Minimum Capital Ratio (i.e. the minimum CET1 capital requirement and Combined Capital Buffer)increased from 8% to approximately 10.25%. Prior periods are restated on this basis

Sep
18

Mar
19

Sep
19

Mar
20

Minimum Common Equity Tier 1 (CET1) capital requirement
Combined Capital Buffer
CET1 above 10.25%

19

ANZ Capital Notes 9

CONSISTENT APPROACH TO AT1 ISSUANCE: SIZE AND MATURITIESANZBGL’s near term AT1 requirements primarily driven by its scheduled maturity profile:•

AT1 currently on issue exceeds requirements•

RWA reductions since last issue in 2023 (Dec-23 RWA of $429bn versus Mar-23 of $436bn)•

ANZBGL’s redemption of CN4 on 20 March 20241

AT1 First Call date profile2, Notional amount A$b

CN4
1.6

ANZBGL’s disciplined approach to AT1 issuance has resulted in:•

A first call date structure spread over many years•

Manageable volume in any year•

Accessing Australian and US markets

FY24
AUD

ANZBGL’s disciplined approach to issuance3

FY25

FY26

FY27

CN6
1.5

CN7
1.3

CN8
1.5

FY28

FY29

FY30

USD

Major Australian bank AT1 as % RWA5

CCY

Volume
A$mFirst Call
Date 4

Mandatory
Conversion
Date

CET1
Trigger

PONV
Trigger

CN4

AUD

1,622

Mar-24Mar-265.125%

Yes

CN5

AUD

931

Mar-25Mar-275.125%

Yes

CN6

AUD

1,500

Mar-28

Sep-305.125%

Yes

CN7

AUD

1,310

Mar-29Sep-315.125%

Yes

CN8

AUD

1,500

Mar-30

Sep-325.125%

Yes

CS1

USD

1,412

Jun-26N/A

5.125%

Yes

Total

CN5
0.9

CS1
1.4

8,275

1.9%

ANZ

2.3%

CBA

1.5% of RWA regulatory minimum

2.0%

NAB

2.2%

WBC

AT1 %

1.

ANZBGL issued a redemption notice for the redemption of all CN4 on 14 February 2024.

2.

All securities included at face value at spot 30 September 2023 exchange rates unless otherwise stated. AT1 securities profiled to the first optional redemption date. No redemption may be made without the prior written approval of APRA. Approval is at thediscretion of APRA and may or may not be given. There can be no certainty that APRA will provide its prior written approval for any such redemption. Holders should not expect that APRA’s approval will be given for any redemption if requested by ANZBGL3.

All securities included at face value at spot 30 September 2023 exchange rates unless otherwise stated. Details of all ANZBGL regulatory capital instruments available from anz.com/shareholder/centre/reporting/regulatory-disclosure/regulatory-capitalinstruments/

4.

Represents the first possible issuer call option prior to the mandatory conversion date upon which the AT1 capital securities convert to ANZGHL Ordinary Shares, subject to certain conditions being satisfied

5.

Source: Company disclosures: ANZ Basel III Pillar 3 Disclosure as at 31 December 2023 (which is not subject to KPMG’s audit or review processes), Commonwealth Bank Basel III Pillar 3 Disclosure as at 30 September 2023 (which is not subject to audit orreview processes), Westpac FY23 Results Announcement released 6 November 2023, NAB FY23 Results Announcement released 9 November 2023

20

ANZ Capital Notes 9

PAST PERFORMANCE OF ANZ SECURITIESAVERAGE TRADING PRICES OF SELECTED ANZ CAPITAL SECURITIES COMPARED TO AN ADJUSTED ANZ ORDINARY
SHARE PRICE 1
Trading Price, $
140
130
120
110
100
90
80
70
60
50
40
Jan 2007 Jan 2008 Jan 2009 Jan 2010 Jan 2011 Jan 2012 Jan 2013 Jan 2014 Jan 2015 Jan 2016 Jan 2017 Jan 2018 Jan 2019 Jan 2020 Jan 2021 Jan 2022 Jan 2023 Jan 2024

ANZ ordinary
share
price
rebased
to 2toJan
07 levels
ANZGHL
ordinary
share
price
rebased
2 Jan
07 levels

1.

Averagepriceoutstanding
AT1 Securities
Average
price
ofof
allallANZBGL’s
outstanding
securities

ANZBGL was the head entity of the ANZ Group until 3 January 2023, following which ANZGHL has been the head entity of the ANZ Group21

ANZ CAPITAL NOTES 9
APPENDIX 1: KEY TERMS

ANZ Capital Notes 9

KEY TERMS: OFFER SUMMARY
Offer

•
•

Offer of ANZ Capital Notes 9 (“Notes”) by Australia and New Zealand Banking Group Limited (“ANZ”)
Includes a Reinvestment Offer under which Eligible CN4 Holders can apply through their Syndicate Broker to reinvest the redemption proceeds of some or all of their ANZ Capital
Notes 4 (ASX code: AN3PG) (“CN4”) in Notes

Offer size•

$1 billion with the ability to raise more or less

Term

•
•
•
•

Perpetual unless Redeemed, Converted or Resold
Mandatory Conversion to Ordinary Shares of ANZ Group Holdings Limited (ANZGHL) on 20 September 2033 or following a Trigger Event or a Change of Control EventANZGHL is the listed parent company of the ANZ Group and is a non-operating holding company (ANZ NOHC)
Exchangeable into ANZGHL Ordinary Shares at ANZ’s option on 20 March 2031, 20 June 2031 or 19 September 2031 or following a Tax Event or Regulatory Event•

Discretionary, non-cumulative distributions scheduled to be paid quarterly based on a floating rate (3 Month BBSW), subject to certain Payment Conditions including ANZBGL(on a Level 1 basis) or the ANZ Group (on a Level 2 basis or, if applicable, a Level 3 basis), not breaching its APRA capital adequacy requirements•

Distribution Rate = (3 Month BBSW + Margin) x (1 – Australian corporate tax rate)•

Margin expected to be in the range of 2.90% to 3.10% per annum•

Distributions are expected to be franked at the same rate as dividends on ANZGHL Ordinary Shares. If a Distribution is not fully franked, the amount of the cash Distribution will
be increased to compensate Holders for the unfranked portion of the Distribution, subject to the Payment Conditions.

•

In a Winding-Up of ANZBGL, the Notes rank for payment:• ahead of ANZBGL Ordinary Shares;• equally with ANZ Capital Securities and any other Equal Ranking Instruments; and• behind depositors, senior ranking securities and other creditors of ANZ•ANZBGL is issuing the Notes to help meet the capital requirements for ADIs set by APRA. APRA requires ANZBGL to maintain a level of regulatory capital to help promote thestability of ANZBGL and protect ANZBGL’s depositors and other creditors•

APRA has confirmed that the Notes will constitute Additional Tier 1 Capital for the purposes of APRA’s regulatory capital requirements•

ANZBGL will use the proceeds to refinance CN4 and for general corporate purposes•

The Offer includes:• a Reinvestment Offer for Eligible CN4 Holders;Distributions

Ranking 1

PurposeOffer structure

Listing1.

••

a New Money Offer; and•an Institutional Offer

Expected to trade under ASX code ‘AN3PL’

The ranking of a Holder’s claims in a winding-up will be adversely affected if a Trigger Event occurs. Following Conversion, Holders will have a claim as a holder of ANZGHL Ordinary Shares. If a Note is Written-Off, all rights in
respect of a Note will be terminated and the Holder will not have their capital repaid.

23

ANZ Capital Notes 9

KEY TERMS: DISTRIBUTIONS•

Non-cumulative based on a floating rate (3-Month BBSW)•Expected to be franked at the same rate as dividends on ANZGHL Ordinary Shares1•

If a Distribution is not franked or only partially franked, the amount of the cash Distribution will be increased to compensate holders for theunfranked portion of the Distribution•

Distributions scheduled to be paid on each 20th of March, June, September and December, subject to complying with applicable law, ANZBGL’s
absolute discretion and no Payment Condition existing.

•

A Payment Condition exists where:

Distributions

Distribution Rate

payment results in ANZBGL on a Level 1 basis or the ANZ Group on a Level 2 or (if applicable) Level 3 basis breaching its APRA capital
adequacy requirements;•

payment results in ANZBGL becoming, or being likely to become, insolvent; or•APRA objects to the payment of the Distribution•

Distribution Rate = (3 Month BBSW + Margin) x (1 – Australian corporate tax rate)•

Margin expected to be in the range of 2.90% to 3.10% per annum•

If a Distribution is not paid in full on a Distribution Payment Date, ANZBGL cannot, without approval of a Special Resolution of Holders, until andincluding the next quarterly Distribution Payment Date (i.e. for the next 3 months):

Dividends and Capital
Restrictions•

resolve to pay or pay a dividend on ANZBGL Ordinary Shares; or•buy back or reduce capital on ANZBGL Ordinary Shares,

unless the Distribution is paid in full within 3 Business Days of the Distribution Payment Date.
•

1.

•

Limited exceptions apply. There is no restriction on ANZGHL resolving to pay or paying any dividend on, or buying back or reducing capital on,
ANZGHL Ordinary Shares

The availability of franking credits is not guaranteed and will depend on a number of factors. Holders should refer to the Australian taxation summary in the Prospectus. ANZGHL's ordinary share dividend paid in December
2023 was partially franked at 56%.

24

ANZ Capital Notes 9

KEY TERMS: MANDATORY CONVERSION DATE

Mandatory Conversion

Mandatory Conversion
Conditions

Intention of Mandatory
Conversion Conditions•

On 20 September 2033 (Mandatory Conversion Date), subject to satisfaction of the Mandatory Conversion Conditions, the Notes will mandatorily
Convert into a variable number of ANZGHL Ordinary Shares at a 1% discount to the 20 business day VWAP1, unless previously Converted,
Redeemed or Resold or Written Off following a Trigger Event•

The number of ANZGHL Ordinary Shares issued following Conversion on the Mandatory Conversion Date is subject to the Maximum Conversion
Number which is calculated as 50% of the Issue Date VWAP (i.e. the average ANZGHL Ordinary Share price over 20 Business Days prior to the issue
date of the Notes)

1.

The VWAP on the 25th business day before (but not including) a possible Mandatory Conversion Date is greater than 56.00% of the Issue Date
VWAP

2.

The VWAP during the 20 business days before (but not including) a possible Mandatory Conversion Date is greater than 50.51% of the Issue Date
VWAP

3.

ANZGHL Ordinary Shares remain listed and admitted to trading and trading has not been suspended for 5 consecutive Business Days before,
and the suspension is not continuing on, the Mandatory Conversion Date and no Inability Event exists (ie. ANZBGL or ANZGHL is not prevented
by applicable law or court order (such as insolvency, winding-up or external administration of ANZBGL or ANZGHL) or another reason fromconverting the Notes)•

The Mandatory Conversion Conditions are intended to provide protection on Conversion (other than following a Trigger Event) to Holders fromreceiving less than approximately $101 worth of ANZGHL Ordinary Shares per Note on the Mandatory Conversion Date and ensuring that those
ANZGHL Ordinary Shares are capable of being sold on the ASX•

If any of the Mandatory Conversion Conditions are not satisfied, the Mandatory Conversion Date will be deferred until the next quarterly
Distribution Payment Date on which all of those conditions are satisfied•

Notes may remain on issue indefinitely if those conditions are not satisfied

Deferral of Conversion

1.

The VWAP during the 20 business days on which trading in ANZGHL Ordinary Shares took place immediately preceding (but not including) the Mandatory Conversion Date that is used to calculate the number of Ordinary
Shares that Holders receive may differ from the Ordinary Share price on or after the Mandatory Conversion Date. This means that the value of ANZGHL Ordinary Shares received may be more or less than anticipated when
they are issued or thereafter.

25

ANZ Capital Notes 9

KEY TERMS: MANDATORY CONVERSION TRIGGER EVENT
Trigger Event•

Means a Common Equity Capital Trigger Event or Non-Viability Trigger Event

Common Equity
Capital Trigger Event•ANZBGL determines, or APRA has notified ANZBGL in writing that it believes, that a Common Equity Capital Ratio of the ANZBGL Level 1 or Level 2Group is equal to or less than 5.125%•

APRA notifies ANZBGL in writing that:

Non-Viability Trigger
Event

Conversion following a
Trigger Event

Maximum Conversion
Number- conversion or write-off of Relevant Securities is necessary because without it ANZBGL would become non-viable; or- without a public sector injection of capital ANZBGL would become non-viable•

ANZBGL may be required to immediately Convert all or some of the Notes into a variable number of ANZGHL Ordinary Shares at a 1% discount to
the 5 business day VWAP prior to the Trigger Event Conversion Date, subject to the Maximum Conversion Number•

If a Non-Viability Trigger Event occurs because APRA determines that ANZBGL would become non-viable without a public sector injection ofcapital, all of the Notes are required to be Converted•

There are no conditions to Conversion following a Trigger Event•

The application of the Maximum Conversion Number means that, depending on the price of ANZGHL Ordinary Shares at the time of Conversion,
Holders may suffer a loss as a consequence•

If Conversion is not effected for any reason within 5 Business Days of the Trigger Event Conversion Date, the Notes will be Written Off. If a Note is
Written Off, all rights including to Distributions in respect of that Note will be terminated.

•

The number of ANZGHL Ordinary Shares per Note that Holders are issued on Conversion may not be greater than the Maximum Conversion
Number. The Maximum Conversion Number is the Face Value of the Notes ($100) divided by 20% of the Issue Date VWAP (as adjusted in limited
circumstances)

26

ANZ Capital Notes 9

KEY TERMS: EARLY REDEMPTION, CONVERSION AND RESALE RIGHTSANZBGL Early
Redemption Option•

ANZBGL may choose to Exchange all or some Notes on issue on 20 March 2031, 20 June 2031 or 19 September 2031, subject to APRA approval

Regulatory or Tax Event•ANZBGL may choose to Exchange all or some Notes if a Regulatory Event or a Tax Event occurs, subject to APRA approval

Change of Control
Event

•

All Notes will mandatorily Convert into ANZGHL Ordinary Shares if a Change of Control Event occurs, subject to satisfaction of certain conditions

Exchange means:

Exchange•

Notes are Converted into a variable number of ANZGHL Ordinary Shares with a value of approximately $101 per Note;•

Notes are Redeemed for $100 per Note;•

Notes are Resold to a purchaser nominated by ANZBGL (that cannot be ANZBGL, ANZGHL or any other Related Entity of ANZBGL) for $100 per
Note; or•a combination of the above.

No Exchange elected by ANZBGL will occur without APRA’s prior written approval and unless certain conditions are met, including in the case ofRedemption that:•

the Notes being replaced concurrently or beforehand with Tier 1 Capital of the same or better quality as the Notes and the replacement of theNotes is done under conditions that are sustainable for ANZBGL’s income capacity; or•

APRA is satisfied that ANZBGL’s capital position is well above its minimum capital requirements after ANZBGL elects to Redeem the Notes

Holders should not expect that APRA will give its approval for any Exchange.

Holder Exchange•

Holders do not have the right to request Exchange

27

ANZ Capital Notes 9

KEY TERMS: WHAT HAPPENS POST A TRIGGER EVENT

1A Common Equity Capital Trigger Event or Non-Viability Trigger Event occurs

2

ANZGHL Ordinary Shares can be issued?

No

Written off up to required amount of CET11

Yes

2a

Notes Convert to ANZGHL Ordinary Shares up to required amount of CET11:

Conversion Number =Outstanding principal amount
99% x VWAP2

3

Subject to Maximum
Conversion Number =Outstanding principal amount
20% x Issue Date VWAP3ANZGHL Ordinary Shares issued to Holder4

1.

All Notes are required to be converted to ANZGHL Ordinary Shares or written off in the event that APRA has notified ANZBGL in writing that without a public sector injection of capital, or equivalent support, ANZBGL would
become non-viable. Write-off is applicable if conversion does not occur for any reason.

2.

“VWAP” is the average of the daily volume weighted average sale prices of ANZGHL Ordinary Shares sold on the ASX during the 5 Business Days prior to the Trigger Event Conversion Date.

3.

“Issue Date VWAP” is the average of the daily volume weighted average sale prices of ANZGHL Ordinary Shares sold on the ASX during the period of 20 Business Days prior to the issue date.

4.

In limited cases (including for foreign holders), ANZGHL Ordinary Shares may be issued to a nominee and sold on a Holder’s behalf, with the proceeds delivered to the Holder.

28

ANZ CAPITAL NOTES 9
APPENDIX 2: KEY DATES AND CONTACTS

ANZ Capital Notes 9

KEY DATES: CN9 OFFER1
Record Date for determining Eligible CN4 Holders for the Reinvestment Offer(relevant CN4 must also be held on the Closing Date for the Reinvestment Offer)

7:00pm on 8 February 2024

Lodgement of the Prospectus with ASIC

14 February 2024

Bookbuild to determine the Margin

21 February 2024

Lodgement of the replacement prospectus with ASIC and announcement of the Margin

22 February 2024

Opening Date

22 February 2024

Closing Date for the Reinvestment Offer

5:00pm on 11 March 2024

Closing Date for the New Money Offer

10:00am on 18 March 2024

Issue Date

20 March 2024

ANZ Capital Notes 9 commence trading on ASX(normal settlement basis)

22 March 2024

Confirmation Statements despatched by

26 March 2024

Record Date for First Distribution

7:00pm on 7 June 2024

First Distribution Payment Date1

20 June 2024

First Optional Exchange Date2

20 March 2031

Mandatory Conversion Date3

20 September 2033

1.

The key dates for the Offer are indicative only and may change without notice. Dates may be subject to adjustment to reflect applicable Business Day conventions. A reference to time on this page is to Melbourne, Australia time2.

Distributions are scheduled to be paid quarterly at the end of each Distribution Period (on 20 March, 20 June, 20 September and 20 December each year) subject to ANZBGL’s absolute discretion and the Payment Conditions. If any of these scheduled
dates are not Business Days, then the Distribution Payment Date will occur on the next Business Day, except where the Distribution Payment Date is 20 September 2031, where the Distribution Payment Date becomes the preceding day which is a
Business Day

3.

20 June 2031 and 19 September 2031 are also Optional Exchange Dates. As 20 September 2031 is not a Business Day, this date has been brought forward to the preceding business day

4.

The Mandatory Conversion Date may be later than 20 September 2033, or may not occur at all, if the Mandatory Conversion Conditions are not satisfied

30

ANZ Capital Notes 9

KEY DATES: CN4 HOLDERS1
Record date for determining Eligible CN4 Holders for the Reinvestment Offer(relevant CN4 must also be held on the Closing Date for the Reinvestment Offer)
Redemption notice given in respect of CN4

Last day of trading in CN4

Record date for the Final CN4 Distribution

7.00pm on 8 February 2024

14 February 2024

6 March 2024

7.00pm on 8 March 2024

Payment date for the Final CN4 Distribution2

20 March 2024

Payment date for CN4 Redemption

20 March 2024

1.

The key dates for the Offer are indicative only and may change without notice. A reference to time on this page is to Melbourne, Australia time

2.

Payment of the Final CN4 Distribution is subject to the payment conditions in the CN4 terms and ANZBGL's absolute discretion

31

ANZ Capital Notes 9

KEY CONTACTSANZ Group Treasury
Group Treasurer

Adrian Went

+61 3 8654 5532

Adrian.Went@anz.com

Head of Capital & Structured Funding

John Needham+61 2 8037 0670

John.Needham@anz.com

Head of Debt Investor Relations

David Goode+61 410 495 399

David.Goode@anz.com

Senior Manager, Capital Management

Gareth Lewis+61 499 910 779

Gareth.Lewis@anz.com

Joint Lead Manager

Wholesale Investors

Investors seeking personal advice

ANZ Securities

Tariq Holdich: 612 8037 0310

Not available to retail investors

Bell Potter

Tim Griffin: 02 8224 2841

Tim Griffin: 02 8224 2841

Commonwealth Bank of Australia

Mitchell Walls: 1300 887 733

Not available to retail investors

E&P Corporate Advisory

Andrew Serle: 03 9411 4076

Andrew Serle: 03 9411 4076

Morgan Stanley

Jaimee Honter: 13 13 70

Jaimee Honter: 13 13 70

Morgans

Callum Lanskey: 07 3334 4831

Callum Lanskey: 07 3334 4831

National Australia Bank

Stefan Visser: 02 7226 8389

Not available to retail investors

Ord Minnett

Tom Morris: 02 8216 6331

Tom Morris: 02 8216 6331

Shaw and Partners

Steve Anagnos: 02 9238 1513

Russell Karlson: 02 9238 1238

UBS AG, Australia Branch

Jared Barr: 02 8121 5917

Not available to retail investors

Westpac Institutional Bank

Tyler O’Brien: 02 8253 4574

Not available to retail investors32