February 15, 2023

Australia and New Zealand Banking Group Limited
13-2623463
Attachment to Form 8937
Date of Organizational Action: January 3, 2023
The information contained herein does not constitute tax advice and does not purport to becomplete or to describe the consequences that may apply to particular categories ofstockholders. Each shareholder or holder is advised to consult his or her tax advisor
regarding the tax treatment of the transaction. Further discussion of the tax consequencesof the Scheme can be found in the ANZ Explanatory Memorandum (the “ExplanatoryMemorandum”), available at ANZ-explanatory-memorandum-2022.
Any capitalized terms used herein and not otherwise defined herein shall have the meaning
specified in the Explanatory Memorandum.
Form 8937 Part I, Lines 9, 10, 12:
Description

Maturity Date

CUSIP Number

6.750% fixed rate resetting
perpetual subordinatedcontingent convertible
securities(issued June 15, 2016)
Subordinated series A
medium-term notes(issued March 19, 2014)
Subordinated series A
medium-term notes(issued May 19, 2016)
Subordinated series A
medium-term notes(issued January 22, 2020)
Subordinated series A
medium-term notes(issued November 25, 2020)

Perpetual05254HAA2

TickerSymbolSee *Note

March 19, 2024

052528AH9

See *Note

May 19, 2026

052528AK2

See *Note

July 22, 2030

144A: 052528AL0
Reg S: Q0426RNE4

See *Note

November 25,2035

144A: 052528AM8
Reg S: Q0426RNF1

See *Note*Note: Should there be questions regarding this information, please refer to the contact details
noted in Part I of Form 8937.
Form 8937 Part II, Line 14:
The establishment of ANZ Group Holdings Limited, a public limited company incorporated inAustralia (“ANZ NOHC”) as the parent company of Australia and New Zealand Banking Group
Limited, a public limited company incorporated in Australia (“ANZBGL”) was accomplished-1-through a scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth) between
ANZBGL and its shareholders (the “Scheme”).
On January 3, 2023 (the “Implementation Date”) the Scheme was implemented (the“Restructuring”), whereby:•ANZBGL Shares held by Ineligible Foreign Shareholders (as defined below) weretransferred to the Sale Agent (as defined below) (as nominee for the Ineligible
Foreign Shareholders) on the Implementation Date;•ANZ NOHC issued ANZ NOHC Shares (as defined below) on a one for one basis toEligible Shareholders (as defined below) who held ANZBGL Shares (as definedbelow) on the Scheme Record Date (22 December 2022) and to the Sale Agent, withthe cash proceeds of the sale by the Sale Agent of those ANZ NOHC Shares being
remitted to those Ineligible Foreign Shareholders once they are fully sold;•all ANZBGL Shares were acquired from ANZBGL Shareholders (or, in the case ofANZBGL Shares held by Ineligible Foreign Shareholders, from the Sale Agent) by
ANZ NOHC under the terms of the Scheme; and•holders of ADSs representing ANZBGL Shares received ADSs representing ANZNOHC Shares on a one for one basis.

“ANZ NOHC Share” means a fully paid ordinary share in the capital of ANZ NOHC.
“ANZBGL Share” means a fully paid ordinary share in the capital of ANZBGL.
“Eligible Shareholders” means the Scheme Shareholders who are not the Ineligible ForeignShareholders.
“Ineligible Foreign Shareholders” means the ANZBGL Shareholders whose addresses wereshown in the ANZBGL Share Register on the Scheme Record Date as being places outside
Australia (and its external territories), New Zealand or certain other eligible foreign jurisdictions,
unless ANZ NOHC determined that it would be lawful and not unduly onerous or impracticable
to issue that Scheme Shareholder with ANZ NOHC Shares when the Scheme became effective.
“Sale Agent” means the entity appointed by ANZBGL to act as sale facility agent to sell orfacilitate the transfer of ANZ NOHC Shares and act as nominee of the Ineligible Foreign
Shareholders under the Scheme.
“Scheme Shareholder” means a holder of ANZBGL Shares recorded in the ANZBGL Share
Register as at the Scheme Record Date of 22 December 2022. On January 4, 2023, the ANZ NOHC
shares commenced normal trading on the ASX and NZX. ADSs representing ANZ NOHC sharesare traded in the over-the-counter securities market in the United States.

-2-In connection with the Restructuring, the terms of the 6.750% fixed rate resetting perpetual
subordinated contingent convertible securities issued on June 15, 2016 and certain subordinatedseries A medium-term notes, in each case issued by ANZGL (the “Securities”), were amended sothat the Securities are convertible into ordinary shares of ANZ NOHC rather than ordinary sharesof ANZBGL upon certain trigger events (such amendment, the “Amendment”; such amendedSecurities, the “Amended Securities”). No cash consideration was paid under the Amendment.
Form 8937 Part II, Line 15:
ANZ expects the Amendment to constitute a tax-free reorganization under IRC Section
368(a)(1)(E). For U.S. federal income tax purposes, each holder should be treated as exchanging
the Securities for the Amended Securities. Assuming the Amendment so qualifies:•Gain or loss should not be recognized by the holder in respect of the Amendment.

•The tax basis of each Amended Security received in the Amendment should be the sameas the tax basis of the Security exchanged therefor.

Form 8937 Part II, Line 16:
See response to line 15, above.
Form 8937 Part II, Line 17:
As described in the response to line 15, the Amendment is expected to qualify as a tax-freereorganization under IRC Section 368(a)(1)(E). Consequently, the federal income tax
consequences of the Amendment are expected to be determined under IRC Sections 354, 358 and368.
Form 8937 Part II, Line 18:
As described in the response to line 15, the Amendment is intended to qualify as a tax-freereorganization under IRC Section 368(a)(1)(E). Assuming that it is so treated, a holder is notexpected to recognize any loss under the Amendment.
Form 8937 Part II, Line 19:
The Restructuring was implemented on January 3, 2023. Consequently, the reportable taxable yearof the holders for reporting the tax effect of the Amendment is the taxable year that includes
January 3, 2023.

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