News Release
For Release: 15 December 2022

ANZ Shareholders Vote in Favour of Scheme ofArrangement to Establish Non-Operating Holding Company
ANZ announces that ANZ shareholders have today voted in favour of the scheme ofarrangement (Scheme) to establish ANZ Group Holdings Limited (ANZ NOHC) as the newlisted parent company of the ANZ group and to separate ANZ’s banking and certain nonbanking businesses into two groups.
Results of the scheme meeting
In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001(Cth), ANZ advises that the resolution to approve the Scheme (Scheme Resolution), as
set out in the Notice of Scheme Meeting included in the Explanatory Memorandum dated 27
October 2022, was passed by the requisite majorities of ANZ shareholders at the scheme
meeting held earlier today pursuant to orders of the Federal Court of Australia (Court) on26 October 2022. In summary:•90.62% of ANZ shareholders present and voting (in person or by proxy) were infavour of the Scheme Resolution; and•99.17% of the votes cast by ANZ shareholders were in favour of the SchemeResolution.

Details of the valid proxies received and votes cast are set out in the attachment to thisannouncement.
Next Steps
ANZ will apply to the Court for approval of the Scheme. The timing of this Court approval
set out in the Explanatory Memorandum has been changed from 10:15am on 22 December
2022 to 10.15am on 19 December 2022.
If the Court approves the Scheme, on 20 December 2022 a copy of the Court orders will belodged with ASIC, following which the Scheme will become legally effective.
The remaining key dates of the Scheme are set out below.
EventDateSecond court hearing

19 December 2022

Court hearing for ANZ to seek approval of the Scheme.
Effective date
ANZ expects to lodge the Court order approving the Scheme, at whichtime the Scheme will become legally effective.
ANZ shares will be suspended from trading on the ASX and NZX from
Australia and New Zealand Banking Group Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522

20 December 2022

EventDate

close of trading.
ANZ regulatory capital securities quoted for trading on the ASX will besuspended from trading on the ASX under their existing codes fromclose of trading.
ANZ NOHC listing

21 December 2022

ANZ NOHC shares commence trading on the ASX on a deferred
settlement basis.
ANZ NOHC shares enter into a trading halt on the NZX.
ANZ regulatory capital securities quoted for trading on the ASX
commence trading under their new ASX codes on a deferred
settlement basis.
Scheme record date
The date for determining eligibility to receive ANZ NOHC shares (or, inthe case of ineligible foreign shareholders, the cash proceeds of thesale of the ANZ NOHC shares).
Implementation date

7.00pm, 22December 2022

3 January 2023

Eligible ANZ shareholders receive ANZ NOHC shares.
Commencement of normal trading

4 January 2023

Commencement of normal trading of ANZ NOHC shares on the ASX(ASX: ANZ) and NZX (NZX: ANZ).
Commencement of normal trading of ANZ regulatory capital securities
quoted for trading on the ASX under their new ASX codes.
The above dates are indicative only and may change. ANZ will announce any change to the ASX.

Further information can be found on ANZ’s website www.anz.com/shareholder/centre/.
For media enquiries contact:Lachlan McNaughton
Senior Manager Media Relations
Tel: +61 457 494 414
Approved for distribution by ANZ’s Continuous Disclosure Committee

Australia and New Zealand Banking Group Limited
Scheme Meeting
Thursday, 15 December 2022
Voting Results
The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2
Resolution details
Resolution
That, pursuant to and in accordance with section 411 of theCorporations Act 2001 (Cth), the scheme of arrangement proposed
between Australia and New Zealand Banking Group Limited and theholders of its fully paid ordinary shares as contained in and more
precisely described in the Explanatory Memorandum of which thenotice convening this meeting forms part, is approved (with orwithout modification as approved by the Federal Court of Australia).

Instructions given to validly appointed proxies(as at proxy close)
Proxy's
For
AgainstAbstain
Discretion

Number of votes cast on the pollFor

AgainstResolution Result

Abstain*

Carried /Not Carried

Carried
1,507,113,098
98.51%

12,790,336
0.83%

10,048,590
0.66%

680,725

1,517,247,236
99.17%

12,775,089
0.83%

670,905

Number of shareholders voting on the poll
ForAgainst

Abstain*

7,353
90.62%

761
9.38%

257

* Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll
The total number of shareholders who voted both 'FOR' and 'AGAINST' the resolution and not included in the above “Number of shareholders voting" section =11