DIVIDENDREINVESTMENTPLANDIVIDEND REINVESTMENT PLAN

Shareholders should obtain their own
professional advice on the financial and tax
implications of participating in the Dividend
Reinvestment Plan.
Given the complex nature of taxation and of otherlegislation, the variety of jurisdictions involved, andthe diverse taxation and financial circumstances
applying to ANZ shareholders, ANZ cannot takeresponsibility for any advice expressed or impliedin this publication. In addition, changes to taxation
laws and other legislation may occur subsequent
to the preparation of this booklet.
Shareholders should obtain their own professional
advice in relation to the financial and taxation
implications of participating in ANZ’s Dividend
Reinvestment Plan. This booklet does not containthe information which would be contained in aprospectus. It is limited to general shareholder
information only and relates only to ANZ’sordinary shares.

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DIVIDENDREINVESTMENT PLAN
This booklet, including the Terms and Conditions, provides
important information about participating in ANZ’s Dividend
Reinvestment Plan (DRP). Please read it carefully if you areconsidering making an election to participate in the DRP.

QUESTIONS AND ANSWERS
Capitalised terms not defined in these questions and answers have the meaning given to them in
the Terms and Conditions. These questions and answers are for general information only, and do not
override the Terms and Conditions to the extent of any inconsistency.
1. WHAT IS THE DRP?

4. HOW TO PARTICIPATE?

The DRP enables eligible holders to increase their ANZ shareholding
by reinvesting the dividends payable on their ANZ ordinary sharesin additional ANZ ordinary shares. No other ANZ securities canparticipate.

Shareholders can elect to participate in the DRP, vary their
participation or withdraw from the DRP online at anz.com/easyupdate.
Alternatively, shareholders can contact ANZ’s Share Registrar,
Computershare, to obtain a copy of the Election form to complete
and return.

Participation is optional and non-transferrable.

2. WHY PARTICIPATE?

NEED ASSISTANCE?

Participants do not pay brokerage, commission or other transaction
costs on ANZ ordinary shares which are allocated under the DRP and,presently, no stamp or other transaction duties are payable by DRP
participants. DRP participation does not affect a holder’s eligibility for
franking credits. All ANZ ordinary shares provided under the DRP rank
equally with all other fully paid ANZ ordinary shares on issue.

shareholder.anz.com
anzshareregistry@computershare.com.au

There is no fee from ANZ for participating in the DRP.

1800 113 399 (within Australia)
0800 174 007 (within New Zealand)+61 3 9415 4010 (outside Australia)

3. WHO CAN PARTICIPATE?
Subject to the restrictions set out below, holders of ANZ ordinary
shares which / who are entitled to receive a dividend payment may
participate in the DRP for an Eligible Dividend.
Until ANZ’s Board decides otherwise, DRP participation is notavailable directly or indirectly to any holder of ANZ ordinary shares(legal or otherwise):– resident in (or who is acting on behalf, or for the account or benefit,of an entity or person who is resident in) the USA, its possessions or
territories, or Canada; or– any other country whose laws make the holder ineligible toparticipate.

Computershare Investor Services Pty Limited
GPO Box 2975 Melbourne
Victoria 3001 Australia

5. WHEN WILL MY PARTICIPATION BEGIN?
If your Election is accepted, participation in the DRP will commence inrespect of the next Eligible Dividend.
Please note, there is a cut-off date for ANZ’s Share Registrar,
Computershare, to receive DRP Elections in order to participate in thenext Eligible Dividend. Please contact Computershare if you wish tofind out when the last day is for making a DRP Election. If you miss thisdate, your Election, if accepted, will apply in relation to the following
Eligible Dividend.

Shareholders are responsible for confirming their eligibility toparticipate in the DRP and for obtaining any government approvals
required in connection with the allotment or allocation of ANZ
ordinary shares under the DRP.
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DIVIDEND REINVESTMENT PLAN

6. HOW DOES THE DRP INTERACT WITH
ANZ’S BONUS OPTION PLAN?

10. HOW MANY ANZ ORDINARY SHARESWILL I RECEIVE UNDER THE DRP?

ANZ also has a Bonus Option Plan (BOP). If you make an Election toparticipate in the DRP and also an election to participate in ANZ’s BOP,
the BOP election will have priority over the DRP Election to the extent
of any conflict.

This is worked out according to a formula. The number of ANZ
ordinary shares allocated is calculated by reference to the arithmetic
average of the daily volume weighted average sale price of ANZ
ordinary shares sold on applicable trading platform/s (currently
ASX and Cboe Australia) during the relevant pricing period, less any
discount as determined by the Board.

IMPORTANT:
If you participate in ANZ’s BOP and wish to participate in the
DRP instead, you will need to ensure that your BOP election
is terminated first. If you wish to partially participate in boththe DRP and the BOP, you must ensure that your DRP and BOP
elections are for the correct number of ANZ ordinary shares eachand that there is no overlap.

EXAMPLE:
Jacqui holds 1,000 ANZ ordinary shares and wants to fully
participate in the DRP. She has submitted a correctly completed
Election to ANZ’s Share Registrar before the last date for DRP
Elections for the Interim Dividend.

INTERIM DIVIDEND

7. HOW DOES THE DRP INTERACT WITH
ANZ’S MANDATORY DIRECT CREDITPAYMENT POLICY?
ANZ has a policy that all dividends payable to shareholders inAustralia, New Zealand and the United Kingdom will be paid by direct
credit into their nominated financial institution account (excluding
credit card accounts).
Any DRP Election will have priority over the submission of Direct
Credit instructions to the extent of any conflict.

ANZ has announced an 80 cents per share Interim Dividend
The amount Jacqui has available for reinvestment under the DRP
is $800.00 (80c x 1,000 shares = $800.00)
The DRP price for the relevant dividend is $28.80, so Jacqui will
receive 27 DRP shares (27 x $28.80 = $777.60)
Jacqui still has $22.40 left over for reinvestment which is notenough for another DRP share (at $28.80), so $22.40 is carriedforward to the next Eligible Dividend ($800.00 - $777.60 = $22.40)
Jacqui now holds 1,027 ANZ ordinary shares (1,000 + 27)

If you participate in ANZ’s DRP and instead wish to receive
dividend payments into your nominated financial institution
account, submitting a new Direct Credit instruction will not
override the DRP Election. You will need to formally terminate
your participation in the DRP first.

8. WHAT HAPPENS IF I HAVE MORE
THAN ONE HOLDING OF ANZ ORDINARY
SHARES?
An Election to participate in the DRP relates to a particular holding
under a holder identification number (HIN) / securityholder reference
number (SRN). If you hold ANZ ordinary shares under more than one
HIN / SRN and want more than one holding to participate, you willneed to submit multiple Elections.

9. CAN I ELECT TO PARTIALLY
PARTICIPATE IN THE DRP?
Yes. Shareholders can elect full DRP participation (all ANZ ordinary
shares under a particular holder number) or partial DRP participation(a nominated number of a holder’s ANZ ordinary shares as specified
in the Election).

FINAL DIVIDENDANZ has announced an 80 cents per share Final Dividend
The amount Jacqui has available for reinvestment under the DRP
is $844.00 (80c x 1,027 shares + $22.40 balance carried forward)
The DRP price for the relevant dividend is $28.95, so Jacqui will
receive 29 DRP shares (29 x $28.95 = $839.55)
Jacqui still has $4.45 left over for reinvestment which is notenough for another DRP share (at $28.95), so $4.45 is carriedforward to the next Eligible Dividend ($844.00 - $839.55 = $4.45)
Jacqui now holds 1,056 ANZ ordinary shares (1,027 + 29)

11. HOW DO I KNOW HOW MANY DRPSHARES I HAVE RECEIVED?
ANZ will send each DRP participant an advice for each Eligible
Dividend payment showing transaction details.

12. WILL ANZ ORDINARY SHARES RECEIVED
UNDER THE DRP AUTOMATICALLYPARTICIPATE IN THE DRP?
Yes. Regardless of whether you are a full or partial DRP participant,shares received under the DRP will automatically be added to thosealready participating in the DRP unless you notify ANZ’s Share
Registrar otherwise.

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DIVIDEND REINVESTMENT PLAN

13. WHAT HAPPENS IF I COMBINE MY
SEPARATE SHAREHOLDINGS OR CHANGE
BROKERS?
If you decide to combine your holdings by e.g. converting yourissuer sponsored holding to a CHESS holding or change brokers,
your participation in the DRP may be affected. You should contact
ANZ’s Share Registrar, Computershare, to ensure the appropriate DRP
Election continues to be applied.

14. WHAT ARE THE TAX IMPLICATIONS OF
DRP PARTICIPATION?
AUSTRALIAN CONSIDERATIONSFor Australian resident shareholders, dividends reinvested under
the DRP will continue to be assessable for income tax in exactly thesame manner as cash dividends. Franking credits will be available
depending on the extent of franking under the dividend imputation
arrangements and the individual circumstances of the shareholder.
The DRP advice should be kept as a record.
As with other ANZ ordinary shares purchased, capital gains tax may
apply to Australian resident shareholders upon the disposal of theshares. The cost base of the ANZ ordinary shares for Australian tax
purposes should include the acquisition price shown on the DRP
advice. Different tax considerations may apply to share traders.

OVERSEAS CONSIDERATIONS
Shareholders resident outside Australia should seek independent
professional advice if they are in any doubt about the effect oftaxation legislation in their country of residence. However, for thegeneral guidance of overseas shareholders, it is likely that dividends
reinvested under the DRP will continue to be treated, in their countryof residence, in the same way as cash dividends are treated.
Usually this will mean that income tax will apply to the amountreinvested.

So, from the earlier example, if Jacqui terminates her
participation in the DRP and still holds any of her 1,056 ANZ
ordinary shares at the Record Date of the next Eligible Dividend,
she will receive the $4.45 carried forward amount at the time of
payment of ANZ’s next Eligible Dividend.
If you terminate your participation in the DRP and do not hold any
ANZ ordinary shares under the HIN / SRN used for the DRP Election
at the Record Date of the next Eligible Dividend, the cash balance
carried forward in your DRP Account will be forfeited. This amountcannot be transferred for use in connection with participation, if any,in the BOP.
So, from the earlier example, if Jacqui terminates her
participation in the DRP and does not hold any of her 1,056 ANZ
ordinary shares at the Record Date of the next Eligible Dividend(and has not acquired any new ANZ ordinary shares), she will
forfeit the $4.45 carried forward amount.

17. WHAT IF I SELL MY ANZ ORDINARY
SHARES?
If you sell all of your ANZ ordinary shares in the holding that was
the subject of the DRP Election and do not acquire any new ones
under the HIN / SRN used for the DRP Election by the Record Dateof the next Eligible Dividend, you are taken to have terminated yourparticipation in the DRP for that holding and any cash balance carriedforward will be forfeited.
So, from the earlier example, if Jacqui sells all of her 1,056 ANZ
ordinary shares and does not acquire any more ANZ ordinary
shares under that HIN / SRN by the Record Date of the next Eligible
Dividend, she will forfeit the $4.45 carried forward amount.

Yes. You can terminate or vary your participation in the DRP at any
time by submitting a new Election. The Election must be received by
ANZ’s Share Registrar by 5pm (Melbourne, Australia time) on the next
relevant DRP Election Date to be effective for that dividend.

Alternatively, if Jacqui sells all of her 1,056 ANZ ordinary shares
and acquires new ANZ ordinary shares under the HIN / SRN
used for the DRP Election by the Record Date of the next
Eligible Dividend, the newly acquired ANZ ordinary shares willautomatically participate in the DRP in accordance with Jacqui’s
existing DRP Election.

16. WHAT HAPPENS TO THE CASH
BALANCE CARRIED FORWARD IN MY DRPACCOUNT IF I LEAVE THE DRP?

18. WHAT WILL ANZ DO WITH AMOUNTSFORFEITED UNDER THE DRP?

15. CAN I CHANGE MY PARTICIPATION?

If you terminate your participation in the DRP but retain any ANZ
ordinary shares under the HIN / SRN used for the DRP Election at the
Record Date of the next Eligible Dividend, the cash balance carriedforward in your DRP Account will be paid to you at the time of
payment of the next dividend.

ANZ will either donate the forfeited DRP residual amounts to charity
or use them for charitable purposes.

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DIVIDEND REINVESTMENT PLAN

ANZ’S DIVIDEND REINVESTMENT PLAN –TERMS AND CONDITIONS AS AT 3 JANUARY 2023
1. PARTICIPATION IN THE DRP
1.1 PARTICIPATION BY SHAREHOLDERS
Participation by Shareholders in the DRP is optional, non transferable
and subject to these Terms and Conditions.

If a Shareholder makes an election to participate in the DRP and also aseparate election to participate in the BOP, the BOP election will havepriority over the DRP election to the extent of any conflict.

3. DEGREE AND LIMITS ON PARTICIPATION

The degree of a Shareholder’s participation may, subject to therestrictions and procedures provided for in these Terms andConditions, be varied or terminated by the Shareholder or theCompany at any time.

3.1 DEGREE OF PARTICIPATION

1.2 SHAREHOLDERS NOT ELIGIBLE TO
PARTICIPATE(b)	the number of Shares registered in the name of the Shareholder
specified in an Election.

A Shareholder who is subject to the laws of a country or place otherthan Australia may not be eligible to participate in the DRP becauseof legal requirements that apply in that country or place or inAustralia. Allotment or allocation of Shares to Shareholders who are
not resident in Australia at the time of allotment or allocation will be
subject to all necessary government approvals. It is the responsibilityof each Shareholder to obtain any such approvals. Before electing toparticipate in the DRP, Shareholders who are not resident in Australia
should seek professional advice to ascertain if any restrictions apply.

Participation in the DRP may be either ‘full’ or ‘partial’ for:(a)	all of the Shares registered in the name of the Shareholder on arelevant Record Date, or

An Election which does not specify the degree of participation shallbe deemed to be a request for full participation in the DRP of all
Shares registered in the name of the Shareholder.
An Election which specifies a number of Shares which is greater thanthe Shareholder’s total holding on a relevant Record Date shall bedeemed to be a request for full participation in the DRP of all Sharesregistered in the name of the Shareholder for the purposes of the
Eligible Dividend relating to that Record Date.

The Board may determine at any time that the right to participate
in the DRP shall not be available to a Shareholder whose registeredaddress is in a country or place where, in the absence of a registration
statement or other formality, the offer of a right to so participate
would or might be unlawful.

Shares allotted or allocated under the DRP will be added to thosealready participating in the DRP and, unless the Shareholder notifies
the Share Registrar otherwise, dividends paid in respect of these
Shares will be automatically reinvested under the DRP.

Until the Board otherwise determines, participation in the DRP is notavailable directly or indirectly to any entity or person, including any
legal or beneficial owner of Shares, who is (or who is acting on behalfof or for the account or benefit of an entity or person who is) in or
resident in the United States of America, its possessions or territories,
or Canada. Copies of DRP documents shall not be mailed or otherwise
distributed or sent into the United States of America, its possessions
or territories, or Canada.

3.2 LIMIT ON DRP PARTICIPATIONThe Board may determine from time to time that not morethan a specified number or percentage of Shares registered in a
Shareholder’s name may participate in the DRP. If the Board does so,
the Company must notify Shareholders accordingly. Once notified,each DRP Participant’s participation will be subject to that maximum
threshold and, if any DRP Participant’s participating Shares exceeds
the maximum determined by the Board, the number of Sharesparticipating will be that maximum number determined by the Board.

2. APPLICATION TO PARTICIPATEIf:

A Shareholder may apply to participate in the DRP by submitting an
Election. Upon receipt by the Share Registrar of a correctly completed
Election, a Shareholder will, subject to rule 12.1, participate in the DRP
commencing in respect of the next relevant Eligible Dividend.

(a)	the Board determines to impose a limit on the number orpercentage of a Shareholder’s Shares that may participate in the
DRP; andIf a Shareholder is shown on the Share Registry as holding more than
one parcel of Shares and has been allocated a separate unique holder
identification number or securityholder reference number for each of
those parcels:(a) a separate Election is required for each of those parcels; and(b)	these Terms and Conditions apply as if each of those parcels wereregistered in the name of a separate Shareholder.

6(b)	Shares are held in a broker’s clearing account (as defined in the
Listing Rules) or by a trustee or nominee,
the broker, trustee or nominee will be permitted to participate up tosuch limit in respect of each person whose Shares are held that way,
subject to the restrictions and procedures provided for in these Terms
and Conditions.

DIVIDEND REINVESTMENT PLAN

4. OPERATION OF THE DRP
4.1 APPLICATION OF DIVIDENDThe amount of each Eligible Dividend payable to a DRP Participant
on DRP Shares (less Australian Withholding Tax if applicable) will
be applied by the Company on the DRP Participant’s behalf insubscription for, or to purchase, additional Shares. However, if anamount is payable on the DRP Shares and the Company is entitledto and does retain or otherwise deal with the amount in accordancewith the Constitution or the requirements of any law, the amountshall not be available for the purposes of participating in the DRP.

4.2 BOUND BY CONSTITUTION
By applying to participate in the DRP, a Shareholder agrees to bebound by the Constitution in respect of all Shares provided to the
Shareholder under the DRP.

4.3 DRP ACCOUNTThe Company will establish and maintain a DRP Account for each DRP
Participant. For each Eligible Dividend payment on DRP Shares, theCompany will, for each DRP Participant:(a)	determine any cash balance remaining from previous Eligible
Dividend payments and held to the credit of the DRP Account of
the DRP Participant;(b)	determine the amount of the Eligible Dividend payable to the DRP
Participant in respect of the DRP Participant’s DRP Shares;(c)	determine (where applicable) the Australian Withholding Tax inrespect of the Eligible Dividend to be deducted therefrom;(d)	credit the amount calculated under paragraph (b) and debit theapplicable Australian Withholding Tax (if any) calculated underparagraph (c) to the DRP Account of the DRP Participant;(e)	determine the maximum whole number of Shares to be allottedor allocated to the DRP Participant in accordance with rule 4.5;(f)	on behalf of and in the name of the DRP Participant, subscribe for,or purchase, that number of additional Shares determined underparagraph (e) and debit the DRP Participant’s DRP Account withthe total of the Acquisition Price for each of those Shares;(g)	allot, allocate or cause the allocation of that number of additional
Shares determined under paragraph (e) to the DRP Participant on,
or as soon as practicable after, the payment date of the Eligible
Dividend; and(h)	retain in the DRP Participant’s DRP Account, without interest, any
cash balance remaining after the DRP Account has been debitedin accordance with paragraph (f), which cash balance shall be
used in the calculations for determining the maximum numberof Shares to be allotted or allocated under the DRP at the time of
payment of the next Eligible Dividend.

4.4 SHARES MAY BE NEWLY ISSUED OR
PURCHASED
The Board may, in its discretion, determine whether Shares are to
be subscribed for or purchased (on ASX or otherwise), or somecombination of both, for the purpose of the Company satisfying its
obligations under the DRP.
The Company may create a trust (of which Shareholders who haveelected to participate in the DRP are the beneficiaries) to acquire
those Shares and then allocate or cause the allocation of those Shares
to DRP Participants.

4.5 NUMBER OF DRP SHARES TO BE ALLOTTED
OR ALLOCATED
Subject to the discretion of the Board, the number of Shares tobe allotted or allocated to each DRP Participant in relation to an
Eligible Dividend is the quotient (Q) determined in accordance withthe following formula after rounding Q down to the nearest whole
number:Q = D divided by AP
Where:
D is the amount standing to the credit of the DRP Participant’s DRP
Account after the steps in paragraphs (b), (c) and (d) of rule 4.3 havebeen completed (inclusive of any cash balance standing to thecredit of the DRP Participant’s DRP Account before those steps werecommenced (referred to in paragraph (a) of rule 4.3)); andAP is the Acquisition Price in relation to the Eligible Dividend.

5. SHARES ALLOTTED OR ALLOCATEDUNDER THE DRP
Shares allotted under the DRP will, from the date of allotment, rank
equally in all respects with all other Shares in the Company.
Shares allotted or allocated under the DRP will be allotted or
allocated on, or as soon as practicable after, the payment date of therelevant Eligible Dividend and will be registered on the Share Registryon which the DRP Participant’s holding of DRP Shares is currently
registered.

6. COST TO SHAREHOLDERS
No brokerage, commission or other transaction costs will be payable
by a Shareholder on Shares provided under the DRP and no stamp orother transaction duties will, under applicable law at the date of thisdocument, be payable by a DRP Participant.

7. DRP STATEMENTS
The Company will send to each DRP Participant a DRP statement
for each Eligible Dividend payment providing full details of the DRP
Participant’s transactions in the DRP and the DRP Account.

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DIVIDEND REINVESTMENT PLAN

8. VARIATION OR TERMINATION OF
PARTICIPATION

10. MODIFICATION, SUSPENSION ANDTERMINATION OF THE DRP

Subject to rule 12.1, a DRP Participant may at any time give notice to
the Company:

The DRP may be modified, suspended or terminated by the Boardat any time upon notice being given to Shareholders. In the case ofa modification, it will be deemed that each existing DRP Participant
will continue to participate under the modified DRP on the basis of
the last Election received by the Company in accordance with theseTerms and Conditions unless the Company is notified to the contraryby the DRP Participant in an Election.

(a)	increasing or decreasing the number of the DRP Participant’s
Shares participating in the DRP; or(b) terminating the DRP Participant’s participation in the DRP.
If a DRP Participant dies or becomes bankrupt, the participationof that DRP Participant and any other Shareholder with whom thedeceased or bankrupt DRP Participant was a joint Shareholder will beterminated upon receipt by the Company of notice of the death or
bankruptcy, as the case may be.
Following termination of a DRP Participant’s participation in the DRP:(c)	by a Shareholder, if at the Record Date of the next Eligible
Dividend the Shareholder retains any holding of Shares under
the holder identification number / securityholder reference
number which was the subject of the DRP Election, the Company
will pay to the Shareholder, at the time of payment of the next
Eligible Dividend, any cash balance that was remaining in
the Shareholder’s DRP Account at the time of termination ofparticipation in the DRP; and(d)	for any reason other than as set out in rules 8(c) or 10, theShareholder will not be entitled to receive from the Company
payment of any cash balance remaining in the Shareholder’s DRP
Account at the time at which participation by the Shareholder inthe DRP is terminated or the Shareholder ceases to participate in
the DRP.

9. PARTIAL PARTICIPATION AND DISPOSAL
OF SHARES
Where a DRP Participant with partial participation in the DRP disposesof part of the DRP Participant’s holding of Shares then, unless the DRP
Participant advises the Company otherwise, the Shares disposed ofwill be deemed to be Shares not participating in either the DRP or the
BOP. If the number of Shares disposed of is greater than the numberof the DRP Participant’s Shares not participating in either the DRPor the BOP, the Shares disposed of will be deducted from the DRP
Participant’s holding of Shares in the following order:(a) Shares not participating in either the DRP or BOP;(b) DRP Shares; and(c) Shares participating in the BOP.
Where a DRP Participant disposes of all of the DRP Participant’s
holding of Shares without giving the Company notice of terminationof participation and is not registered as the holder of Shares under
the holder identification number / securityholder reference number
which was the subject of the DRP Election at the Record Date of thenext Eligible Dividend, the DRP Participant is taken to have formallyterminated their participation in the DRP.

8

If the DRP is suspended, any cash balance in a DRP Participant’s DRP
Account will be held by the Company pending the reinstatementof the DRP. If the DRP is suspended and subsequently reinstated,subject to rule 8 and unless otherwise determined by the Board,
each Shareholder who was a DRP Participant before the suspension
is taken to continue to participate in the DRP when it recommences
with, subject to these Terms and Conditions, the same degree ofparticipation as immediately before the suspension.
If the DRP is terminated, any cash balance in a Shareholder’s DRP
Account will be returned to the Shareholder.

11. SECURITIES EXCHANGE LISTINGThe Company will promptly make application for Shares allotted
under the DRP to be listed for quotation on ASX and the New Zealand
Stock Exchange (as applicable).

12. APPLICATIONS AND NOTICES
12.1 APPLICATIONS AND NOTICES TO THE
COMPANY
Applications and notices to the Company shall be in writing andin accordance with directions set out in the Election. Applications
and notices will be effective upon receipt by the Share Registrar inaccordance with any directions in the Election, subject to:(a) these Terms and Conditions;(b)	in the case of applications to participate in the DRP made on an
Election, acceptance by the Company;(c)	in relation to any Eligible Dividend, receipt by not later than
5.00pm (Melbourne, Australia time) (or such other time as theBoard determines) on the DRP Election Date for that Eligible
Dividend; and(d)	any other restrictions that the Board may determine from time totime.
The Company will not accept an Election from any entity or person
who does not represent that they are not (and that they are notacting on behalf or for the account or benefit of an entity or person
who is) in, or resident in, the United States of America, its possessions
or territories, Canada, or any other jurisdiction which the Board may
determine in its absolute discretion.

DIVIDEND REINVESTMENT PLAN

12.2 NOTICES FROM THE COMPANY

14. GENERAL

Any notice to Shareholders or announcement to be made by theCompany or the Board in relation to the DRP (including in relation
to any modification, suspension or termination, any discount or any
other matter provided for in these Terms and Conditions) may bemade:(a)	The DRP and its operation and these Terms and Conditions shallbe governed by the laws of the State of Victoria.

(a)	by notice to ASX for release to the market and on the Company’s
website; or(b)	by notice to Shareholders in accordance with the provisions of theConstitution which provide for notices to Shareholders.
Any such notice or announcement will be effective from the dategiven, or any other date provided for in these Terms and Conditions
or referred to in the notice or announcement.

(b)	The accidental omission to give any notice (including any noticeof modification, suspension or termination) to, or the non-receipt
of any notice by, any Shareholder shall not invalidate the notice or
the effect of the notice, including the modification, suspension or
termination of the DRP as the case may be.
(c)	Any determination, notification or calculation to be made or givenby the Board or the Company may be made or given by the Boardor the Company respectively in its absolute discretion and in theabsence of manifest error is binding on each Shareholder who
elects to participate in the DRP.
(d) The Board has discretion to:

13. TAXATION
Given the complex nature of taxation and of other legislation, thevariety of jurisdictions involved, and the diverse taxation andfinancial circumstances applying to Shareholders, the Company
cannot take any responsibility for any advice expressed or implied inthis document.
Shareholders should obtain their own professional advice in relation
to the financial and taxation implications of any of the dividendalternatives offered.
This document does not contain the information which would becontained in a prospectus. It is limited to information concerning theoperation of the DRP.
However, existing provisions of the Income Tax Assessment Act 1936
(Cth) (as amended) and the Income Tax Assessment Act 1997 (Cth)(as amended) of the Commonwealth of Australia have the effectof subjecting dividends received in Shares under the DRP (and any
related franking credits) to tax.

(i) determine any procedures for administration of the DRP thatare consistent with these Terms and Conditions;(ii) resolve conclusively all questions of fact or interpretation inconnection with the DRP;(iii) exercise discretions or powers (including any power to make achoice, decision, determination or resolution) of the Company
under these Terms and Conditions;(iv) waive strict compliance with any of the provisions of theseTerms and Conditions.
(e)	The Company has the power to settle or resolve any difficulties,
anomalies or disputes which arise in connection with, or becauseof, the operation of the DRP, in the manner it thinks expedient(either generally or in relation to a particular Shareholder or Share)
and the decision of the Company is binding on all Shareholders of
the Company.

The cost for Australian tax purposes of each DRP Share provided to a
DRP Participant under the DRP should include the Acquisition Pricefor that DRP Share.
Neither the Company nor any of its directors, officers, employees,
representatives or agents accept any responsibility or assume any
liability for any taxation liabilities incurred by or imposed upon any
Shareholder as a consequence of the Shareholder participating in the
DRP.

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15. INTERPRETATIONIn these Terms and Conditions, the following definitions apply:“Acquisition Price” in relation to an Eligible Dividend, means thearithmetic average of the daily volume weighted average sale price ofall Shares sold on ASX and / or any other trading platforms (for example,
Cboe Australia) as the Board may determine from time to time in theordinary course of trading on the relevant trading platform(s) during
the Pricing Period, less a discount (if any) determined by the Board fromtime to time and notified by the Company to Shareholders (with thearithmetic average, after deduction of any discount, rounded to thenearest whole cent but if the fraction is one half of a cent the amountis to be rounded down to the nearest whole cent). For the purposeof calculating the Acquisition Price, the Company may determine atits discretion that a particular transaction is not to be included in thecalculation because, in the Company’s view, it is not within the ordinary
course of trading.
“ASX” means ASX Limited (ABN 98 008 624 691) or the market
operated by it (as the context requires).
“Australian Withholding Tax” means any amount that the Company isrequired to withhold, deduct, remit or otherwise deal with in relation
to an Eligible Dividend in accordance with the requirements of any
tax law.
“Board” means the directors of the Company acting collectively under
the Constitution or a committee or person to whom the directors of
the Company have delegated a relevant power in accordance with
the Constitution or the Corporations Act 2001 (Cth) (or both).
“BOP” means the Company’s Bonus Option Plan.
“Cboe Australia” means Cboe Australia Pty Ltd (ABN 47 129 584 667)
or the market operated by it (as the context requires).
“Company” means ANZ Group Holdings Limited (ABN 16 659 510 791).
“Constitution” means the constitution of the Company from time totime.
“DRP” means the Company’s Dividend Reinvestment Plan the subjectof these Terms and Conditions.
“DRP Account” means an account established and maintained underrule 4.3.
“DRP Election Date” means the date determined by the Board andannounced to ASX for calculating participation in the DRP withrespect to the relevant Eligible Dividend.
“DRP Participant” means a Shareholder who is not ineligible toparticipate as determined by rule 1.2 and:(a)	whose Election has been received and accepted by the Company
and is effective in accordance with rules 2 and 12; and(b) who has not ceased to participate by operation of rules 8, 9 or 10.
“DRP Share” means a Share that is taken to be participating in the DRP
in accordance with rules 2, 3.1 and 3.2.
“Election” means an application to participate in the DRP in the form
(including electronic form) prescribed or approved by the Company
from time to time.

10“Eligible Dividend” means each cash dividend determined by the
Board in respect of Shares and (at the discretion of the Board)
includes any special dividends.
“Listing Rules” means the Listing Rules of ASX as they apply to theCompany from time to time.
“Pricing Period” means, in relation to any Eligible Dividend, the periodof 10 trading days (or such other number of trading days as the Board
may determine from time to time) commencing on the third trading
day immediately following the Record Date in relation to that Eligible
Dividend (or such other day as the Board may determine). For thispurpose, “trading day” means (unless otherwise determined by the
Board) a day which is defined to be a “Trading Day” in the Listing Rules,
other than a day on which the Shares have been placed in a “tradinghalt” (as defined in the Listing Rules) or on voluntary suspension (thesuspension of a listed entity’s securities from quotation requested by
the entity as described in Listing Rule 17.2) for more than 2 hours.
“Record Date” means 5.00 pm (Melbourne, Australia time) (or suchother time as the Board determines) on the date for calculating
entitlements to the relevant Eligible Dividend.
“Share” means a fully paid ordinary share in the Company.
“Share Registrar” means the person appointed as registrar of the
Share Registry from time to time.
“Share Registry” means the Company’s share register or registers
maintained by the Share Registrar.
“Shareholder” means a holder of a Share or Shares from time to time.

16. TRADING RULES
For so long as the Company remains admitted to the official list of
ASX, despite anything else contained in these Terms and Conditions:(a)	if the Trading Rules prohibit an act being done by the Company,
the act shall not be done;(b)	nothing contained in these Terms and Conditions prohibits an act
being done by the Company that the Trading Rules require to be
done;(c)	if the Trading Rules require an act to be done or not to be done,
authority is given for that act to be done or not to be done (as thecase may be);(d)	if the Trading Rules require these Terms and Conditions to containa provision and they do not contain that provision, these Terms
and Conditions are taken to contain that provision;(e)	if the Trading Rules require these Terms and Conditions not to
contain a provision and they contain that provision, these Terms
and Conditions are deemed not to contain that provision; and(f)	if any of these Terms and Conditions are or become inconsistent
with the Trading Rules, these Terms and Conditions are to be taken
not to contain that provision to the extent of the inconsistency.
In this rule, Trading Rules mean:(a) the Listing Rules; and(b)	the operating rules of ASX Settlement Pty Limited
ABN 49 008 504 532.

DIVIDEND REINVESTMENT PLAN

PRIVACYThe Corporations Act 2001 provides that, as an ANZ shareholder,
your personal information, including details of your shareholding, isrequired to be collected by ANZ for the purpose of maintaining its
register of members. The information collected is also used to service
your entitlements and requirements as a shareholder of ANZ.
The maintenance and administration of the register of members isundertaken by ANZ’s Share Registrar, which collects and maintains
your personal information on behalf of ANZ. Your personal
information may be disclosed to governmental and regulatory bodies
to meet ANZ’s disclosure and reporting obligations.
Subject to the provisions of any applicable law, you may access yourpersonal information at any time by contacting ANZ’s Share Registrar.
You may also obtain a copy of ANZ’s Privacy Policy by calling 13 13 14(within Australia) or +61 3 9683 9999 (outside Australia) or by visitinganz.com.

11

ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791