OVERVIEW OF THE RESTRUCTUREOUR CORE BUSINESS IS BANKING AND THAT WON’T CHANGE
Your Board is recommending a vote in favour of the Scheme to implement the proposed restructure
Why are we proposing this?
Our customers expect us to continue to develop better and more tailored banking products and services, including digitalsolutions
The restructure aims to:•Improve the efficiency of our existing banking business•Provide greater strategic and operational flexibility•Create opportunities for our customers to engage more closely with their banking

Details of the proposed restructure are outlined in the Explanatory Memorandum dated 27 October 2022

THE RESTRUCTURE PROCESSApprovals already received
The restructure has been approved by the Australian Banking regulator APRA, the New Zealand regulator RBNZ andthe Australian Federal Treasurer
Approvals still required
ANZ shareholders
Federal Court of Australia
What happens next?
If approved and implemented•

ANZ will establish a non-operating holding company, ANZ Group Holdings Limited (‘ANZ NOHC’), as the new listedparent company. ANZ’s banking and certain non-banking businesses will be separated into two groups, the ANZBank Group and ANZ Non-Bank Group•No change to the ticker code

•No change to dividend returns•No change to the number of shares you have- your current ANZ shares would be exchanged for new shares(unless you are an Ineligible Foreign Shareholder)

POTENTIAL BENEFITS & DISADVANTAGES
Benefits of the restructure
Transparency•Separation of the banking and non-banking businesses creates additional transparency and clarity for employees,
customers, regulators and investors

Flexibility•Positions the ANZ Group to have more strategic and operational flexibility, enabling ANZ to be more innovative andresponsive to the changes occurring in the financial services industry

Stronger non-banking businesses•Better enables ANZ to develop and enhance its provision of banking and finance products and services

Employer and partner of choice•Assists ANZ to attract staff and partners with skills outside traditional banking

Disadvantages of the restructure•None of the possible disadvantages of the restructure are expected (or likely) to have a material impact on the ANZGroup•

While not material to the ANZ Group itself, the most significant impacts arise from one off transaction costs andongoing incremental costs of administering the NOHCKEY DATES IF SCHEME IS APPROVED BY SHAREHOLDERSEVENTDATESecond court hearing

19 December 2022

Effective date

20 December 2022

ANZ NOHC listing

21 December 2022

Scheme record date

22 December 2022
7.00pm

Implementation date

3 January 2023

Commencement of normal trading

4 January 2023

Business restructure

9 January 2023•••••••••••Court hearing to seek approval of the scheme
ANZ shares suspended from trading on the ASX at close of trading
ANZ regulatory capital securities (including ANZ’s hybrid securities) quoted for trading on the ASX suspended from trading under
their existing codes from close of trading
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 (including ANZ’s hybrid securities) quoted for trading on the ASX commence trading under their
new codes on a deferred settlement basis
The date for determining eligibility to receive ANZ NOHC sharesEligible ANZ shareholders receive ANZ NOHC shares
ANZ NOHC shares commence trading on a normal basis on the ASX and NZX
ANZ regulatory capital securities (including ANZ’s hybrid securities) quoted for trading on the ASX commence normal trading
To separate ANZ’s banking and certain non-banking businesses

The above dates are indicative only and may change. ANZ will announce any change to the ASXSCHEME RESOLUTION