News Release
For Release: 15 December 2022

Scheme Meeting – Chairman’s Address and presentation
slides
ANZ refers to its proposal to establish a non-operating holding company and to separate
ANZ’s banking and certain non-banking businesses into two groups, as announced on 26
October 2022 (Restructure).
In accordance with ASX Listing Rule 3.13, attached to this announcement are the following
documents to be presented at ANZ’s Scheme Meeting being held immediately after ANZ’s
Annual General Meeting but not before 12.30pm (Melbourne time) today:•Chairman’s address; and•

Scheme Meeting presentation slides.

ANZ Shareholders may participate in the Scheme Meeting by attending in person or online
at https://meetnow.global/ANZ2022.
The voting results of the Scheme Meeting will be announced to the ASX shortly after theconclusion of the Scheme Meeting.
Further information about the proposal can be found at http://shareholder.anz.com
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
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522

News Release
For Release: 15 December 2022

2022 ANZ Scheme Meeting Chairman’s Address
Good afternoon shareholders, it’s my pleasure to welcome you back for today’s scheme
meeting.
For those who were not with us earlier, my name is Paul O’Sullivan, and I’m once again
joined on stage by your directors, including our Chief Executive Officer, Shayne Elliott.
As a quorum is present, I declare the meeting open.
I’d like to open the meeting by acknowledging the Kaurna people as the TraditionalCustodians of the land from which we are presenting and pay my respects to their Elders,past, present and emerging. I extend that respect to other Aboriginal and Torres Strait
Islander people joining us today.
This is a milestone day as we prepare the bank for the future.
As I’m sure you are already aware, the restructure involves the establishment of a new nonoperating holding company as the listed parent of the ANZ Group.
This will allow the separation of ANZ’s banking business and certain non-banking businesses
under this new listed entity.
If this new structure is approved, our bank will be more efficient, more flexible and better
able to engage with our customers.
As I said in my earlier address, our core business is banking and that will not change.
Our focus will remain on banking and the team responsible for the governance andmanagement of ANZ will remain substantially the same.
For shareholders, your dividend returns will not be affected, nor will our strong financial
position.
So why we are pursuing this you may ask?
Customers are demanding more from their banks. Better services, better products andbetter digital solutions.
Consistent with this, traditional banking is facing significant disruption from new non-bankcompetitors, mainly global technology companies launching financial services products.
Understandably, these businesses are not regulated in the same way as banks like ANZ.
This new NOHC will allow ANZ to partner with technology companies on a level playing field.
Essentially, the restructure is about making our banking business more efficient by creating
a better structure for investing in our non-bank partners.
Australia and New Zealand Banking Group Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 11 005 357 522

It will provide greater strategic and operational flexibility.
It’s also important to note that a non-operating holding company is not new.
In fact, it is used by many leading financial institutions including Macquarie Group andSuncorp Group in Australia and Bank of America, J.P. Morgan, HSBC and Barclays
internationally.
For the proposed restructure to go ahead, ANZ shareholders need to approve the scheme.
Voting on the Scheme Resolution will be conducted by poll. Instructions on how to vote are
the same as what was used at the earlier meeting, and Kathryn has run through thoseinstructions. If you have any queries, please refer to the Online Meeting Guide and FAQ
documents. I now declare the poll open on the Scheme Resolution.
If the scheme is approved and implemented, we will establish ANZ Group Holdings Limited
as the parent of the ANZ Group and a non-operating holding company, or sometimes
referred to as a NOHC.
This will occur through shareholders exchanging their existing ANZ shares for shares in thenew listed holding company.
If the scheme and restructure proceed there will be no change to the number of shares you
hold in ANZ.
Our shares will also continue to trade on the ASX and NZX under the familiar ‘ANZ’ code.
Your directors believe the proposed restructure, including the scheme, is in the bestinterests of ANZ shareholders.
It is recommended you vote “Yes” in favour of the scheme to implement the proposedrestructure.
Each ANZ Director intends to vote all the ANZ shares they own or control in favour of thescheme.
In making this recommendation, your Directors have considered the benefits, disadvantages
and risks of the restructure.
Benefits
The first key benefit is transparency as it will create transparency and clarity for employees,
customers, regulators and investors.
The second key benefit is flexibility, enabling us to be more innovative and responsive.
Third, the restructure would allow for more efficiency to invest in non-banking businesses
that will enhance the provision of banking and finance products and services to ourcustomers.
Finally, the restructure can assist ANZ to be an employer and partner of choice, helping
attract staff and partners with skills outside traditional banking.
Disadvantages
The most significant disadvantages of the Restructure are:
•The one-off transaction costs of approximately $35 million before tax;•The additional ongoing incremental costs which we estimate to be less than $5
million before tax each year; and finally•The potential that one of the risks associated with the restructure occurs.

While these disadvantages are not expected to occur, if they did they would not have amaterial impact on the ANZ Group.
These benefits and disadvantages, along with the risks, of the restructure are set out indetail in the Explanatory Memorandum.
ANZ also engaged Grant Samuel & Associates as an independent expert to analyse therestructure proposal.
After careful consideration, Grant Samuel concluded the restructure, including the scheme,
is in the best interests of ANZ shareholders.
A copy of the independent expert’s report is in Annexure 1 of the Explanatory Memorandum.
The independent expert has also confirmed there is nothing in our 2022 financial accounts
that we released at the end of October that would cause it to change its opinion.
I am pleased to confirm that the approval from the US Federal Reserve to implement therestructure has been obtained.
If the scheme is approved by ANZ shareholders, we will undertake a number of steps toimplement the restructure.
First, we will apply to the Federal Court of Australia for approval of the scheme.
The timing of the second court hearing set out in the Explanatory Memorandum has beenchanged from 10:15am on 22 December 2022 to 10.15am on 19 December 2022.
This timing change has resulted in some other changes and the new timetable is set out onthe current slide.
Key steps
I will briefly describe the key steps.
If the Court approves the scheme, a copy of the Court orders will be lodged with ASIC,
following which the scheme will become legally effective on 20 December, and the existing
ANZ shares will be suspended from trading on the ASX at close of trading on that day.
The ANZ regulatory capital securities quoted for trading on the ASX, including ANZ’s hybrids
securities, will also be suspended from trading under their existing codes at that same time.
ANZ Group Holdings Limited will list on the ASX and NZX on 21 December. At this point thenew ANZ NOHC shares will commence trading on the ASX on a deferred settlement basis
and will enter into a trading halt on the NZX.
The ANZ regulatory capital securities will commence trading under their new codes on adeferred settlement basis at that same point.
Shareholders can expect that the scheme will be implemented on 3 January 2023, on which
day eligible ANZ shareholders will receive their ANZ NOHC shares.

Normal trading in the new ANZ NOHC shares will commence on 4 January 2023. The ANZ
regulatory capital securities quoted for trading on the ASX, including hybrids, will commence
normal trading under their new codes on 4 January 2023.
Following the scheme process, ANZ will undertake the business restructure to separate
ANZ’s banking and certain non-banking business into the ANZ Bank Group and ANZ NonBank Group.
I will now move to the formal business of the scheme meeting.
The sole item of business is to consider and, if thought fit, to pass the Scheme Resolution,
which is set out in the notice of scheme meeting contained in Annexure 5 of the Explanatory
Memorandum.
The Scheme Resolution is also now shown on the slide.
For the scheme to be approved by ANZ shareholders, the Scheme Resolution must be
passed by:•a majority in number, that is more than 50% of ANZ shareholders present and voting
at the meeting either in person or by proxy; and•at least 75% of the total votes cast on the Scheme Resolution by ANZ shareholders
present and voting at the meeting either in person or by proxy.

For media enquiries contact:
Stephen Ries
Head of Corporate Communications
Tel: +61 409 655 551
Lachlan McNaughton
Senior Manager Media Relations
Tel: + 61 457 494 414
Approved for distribution by ANZ’s Continuous Disclosure Committee