ANZ Scheme Meeting
15 December 2022
Start of Transcript
Kathryn van der Merwe: For those that weren't present for the AGM, my name is Kathryn
van der Merwe, and I'm the Group Executive for Talent and Culture and Service Centres
here at ANZ, and a member of the executive committee. I will act as the moderator for
today’s scheme meeting.
Before the meeting starts, the Chairman has asked me to run through a summary of somehousekeeping matters, particularly in relation to voting. I'll also explain what will happen if
there's any unexpected technical problems.
For shareholders and proxyholders present in the room, the voting instructions are thesame as for the AGM. If you have any problems with voting, or just joined for the scheme
meeting, we will have representatives from Computershare in the room who can help.
For those who are eligible to vote, who are on the online platform, it's also the same as for
the AGM, and please refer to the online meeting guide and an FAQ document. If you needfurther copies, they're available at anz.com/agm.
Wayne Hopkins, from Computershare, has been appointed returning officer, and Martin
McGrath, from our external auditor, KPMG, has been appointed as scrutineer.
Should there be any technical issues, on confirmation from the Chairman, we will either
continue with the meeting, if possible, until the matter is resolved, or if that's not possible,
we will temporarily suspend proceedings while we try to get back up and running. If we
can't fix the problem in a reasonably short space of time, the Chairman will formally
adjourn the meeting and look to resume at a later time. If this happens – and we hope it
doesn’t – we'll announce this to the ASX as soon as possible and also provide an update on
anz.com.
Please note, we cannot control any internet problems experienced by individual
shareholders, or their representatives, and we will not suspend proceedings should
individuals be having problems of such a nature.
If you are having problems with your internet, the online meeting guide and FAQ
documents outline what to do.
The Chairman will now address the meeting. Over to you, Chairman.
Paul O’Sullivan: Thank you, Kath, and welcome back, and thank you, everybody, for yourpatience and in staying with us. Good afternoon. Welcome to today’s scheme meeting. For
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15 December 2022
those who were not with us earlier, my name is Paul O’Sullivan, and I am once again
joined on stage by your directors, including our CEO, Shayne Elliott.
As a quorum is present I declare the meeting open, and I'd like to begin by acknowledging
the Kaurna People, as the traditional custodians of the Land from which we are presenting,and to pay my respects to their Elders, past, present and emerging, and 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're alreadyaware, the restructure involves the establishment of a new, non-operating Holding
Company as a listed parent of the ANZ Group. This will allow the separation of ANZ’sbanking 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, as a direct result of this restructuring.
So, why are we pursuing this, you may ask. Customers are demanding more from theirbanks, better services, better products and better digital solutions, and consistent with
this, traditional banking is facing significant disruption from new, non-bank competitors,
mainly global technology companies launching financial services products.
Understandably, these businesses are not regulated in the same way as banks like ANZ.
The new, non-operating Holding Company, or what I'll call, from now on, the NOHC, willallow ANZ to partner with technology companies, on a level playing field.
So, essentially, the restructuring is about making our banking business more efficient, by
creating a better structure for investing in our non-bank partners. It will provide greater
strategic and operational flexibility. It's also important to note that this new structure is
not a new invention. In fact, it is used by many leading financial institutions, including
Macquarie Group and Suncorp Group, in Australia, the Bank of America, JP Morgan, HSBC
and Barclays, internationally.
For the proposed restructure to go ahead, ANZ shareholders need to approve the scheme,
and voting on the scheme resolution will be conducted by poll. Instructions on how to vote
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are the same as what was used at the earlier meeting, and Kathryn has run through those
instructions, but if you have any queries, please refer to the online meeting guide.
I now declare the poll open on the scheme resolution. If the scheme is approved andimplemented, we will establish ANZ Group Holdings Limited, as a parent of the ANZ Group,
and a non-operating Holding Company.
Existing ANZ shares will automatically be exchanged for the same number of shares in the
new listed Holding Company. If the scheme and restructure proceed, there’ll be no change
to the number of shares that you hold in ANZ. Our shares will also continue to trade on the
ASX, and the NZX, under the familiar code, ANZ.
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 proposed restructure.
Each ANZ director will vote all the ANZ shares they own or control in favour of the scheme.
In making this recommendation, your directors have considered the benefits,disadvantages and risks of the restructure.
The first key benefit is the transparency it will create. It will create transparency andclarity for employees, customers, regulators and investors. The second key benefit isflexibility, enabling us to be more innovative and responsive. Third, the restructure would
allow for more efficiency, allowing us to invest in non-banking businesses that will
ultimately enhance the provision of banking and finance products, and services to ourcustomers. Finally, the restructure can assist ANZ to be an employer and a partner ofchoice, helping attract staff and partners with skills that come from outside traditionalbanking.
The most significant disadvantages of the restructure are, firstly, the one-off transaction
costs, which are approximately $35 million before tax. The additional ongoing incremental
costs, which we estimate to be less than $5 million per year, before tax, and finally, thepotential that one of the risks associated with the restructure, does occur.
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 risksof the restructure, are set out in detail in the explanatory memorandum.

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ANZ has also engaged Grant Samuel & Associates as an independent expert, to analyse
the restructure proposal, and after careful consideration, Grant Samuel concluded that the
restructure, including the scheme, is in the best interests of ANZ shareholders.
A copy of the independent report, from the independent expert, is in annexure 1 of the
explanatory memorandum.
The independent expert has also confirmed that 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'm also pleased to confirm that the approval from the US Federal Reserve, to implement
the restructure, has now been obtained, so if the scheme is approved by ANZ
shareholders, we will then follow that up by undertaking a number of steps to implement
the restructure.
First, we will apply to the Federal Court of Australia for approval of the scheme. The timingof the second Court hearing that we set out in the explanatory memorandum has changed.
It's been changed from 10:15 am on 22 December 2022 to 10:15 am on 19 December
2022. This timing change has resulted in some other changes, and the new timetable is set
out on the current slide.
I'll 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
on the close of trading on that day. The ANZ regulatory capital securities, quota for tradingon the ASX, including ANZ’s hybrid 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,
the new ANZ NOHC shares – non-operating holding company shares, will commence
trading on the ASX on a deferred settlement basis, and they will enter into a trading halton 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.

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Normal trading in the new ANZ NOHC shares will commence on 4 January 2023. ANZRegulatory Capital Securities quoted for trading on the ASX, including hybrids, willcommence 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 businesses 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 noticeof 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 pass two tests. It must be passed, first of all, bya majority in number that is more than 50% of ANZ shareholders present and voting at themeeting, either in person or by proxy, and secondly, by at least 5% of the total votes caston the scheme resolution, by ANZ shareholders present and voting at the meeting, eitherin person or by proxy.
I'll now address questions received relating to the scheme resolution, and I'll hand back to
Kathryn van der Merwe, our moderator, to again outline the process for asking questions.
Over to you, Kath.
Kathryn van der Merwe: Thank you, Chair. For those shareholders not present at the AGM,
I'll quickly summarise how to ask a question. We'll take questions in person online and via
the phone, and those questions must relate to the scheme resolution. To submit a question
or comment about the scheme resolution online, select the messaging tab at the top of the
AGM platform. Type your question into the text box. Once finished typing, please hit thesend button.
Questions and comments received from shareholders online will generally be read out
verbatim, by me, with changes made only to fix grammatical errors. To ask a question byphone, please ring the number you’ve been provided. Provide your name and your PIN,
when asked by the operator. Once you've been verified, you'll be put through to theconference line, then, to ask a question, press star one on your telephone keypad. The
operator will ask which item you wish to ask a question on, and you'll be placed in thequeue. You'll still be able to hear the meeting. At the relevant time, you'll then be
introduced to ask your question.

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To ask a question in person, please approach one of the microphone attendants here in theroom.
Thank you, I'll now pass back to the Chairman.
Paul O'Sullivan: Thank you, Kathryn. I'll now take the first question from the room at
microphone 1. Have we got a question there? Yes. Go ahead, please.
Operator: Thank you, Chairman. We have Bob Ritchie.
Paul O'Sullivan: Welcome, Bob.
Bob Ritchie: (Australian Shareholders’ Association, Representative) Thank you. Still fromthe Australian Shareholders’ Association. I'll commence with a brief statement.
Hybrid meetings like this are very much favoured by the Association for the reasons thatpeople who are off site can participate, but also because shareholders get the opportunity
to engage face-to-face with the Board. That leads me to the question.
I'm imagining that under the new constitution, if you allow the lawyers to get to it, there
will be provision for a whole range of options, including just virtual meetings, which I
distinguish from hybrid, because virtual does not allow the face-to-face interaction that wehave here today. I can't ask you to commit to future Board decisions, but, can I get
assurance that the Board, as it presently stands, is in favour of hybrid, rather than virtual
meetings?
Paul O'Sullivan: Thank you, Bob. I can't speak for the Board, and I haven't had a chance to
put that to them. We'll take your feedback. I think the fact, today, that we have provided
this level of access, demonstrates our intent.
Bob Ritchie: (Australian Shareholders’ Association, Representative) A related question that
I think will only take a brief answer, as well, the new structure that's a governancestructure of the NOHC, I imagine is going to have the same Board structure, and basically,
the same personnel, given that there will be minor changes.
Paul O'Sullivan: Yes, the existing directors will move to being directors of the NOHC Board.
Bob Ritchie: (Australian Shareholders’ Association, Representative) That answers myquestions, thank you.
Paul O'Sullivan: Thank you, Bob. Thank you very much.
Microphone number 2? Craig.
Operator: Thank you, Chair. This next question is from Craig Caulfield.
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Paul O'Sullivan: Thank you.
Craig Caulfield: (Shareholder) Thank you, Mr O’Sullivan. The first question. This new entity
is designed to make money, isn't it? It's designed to make a profit.
Paul O'Sullivan: Well, the whole…
Craig Caulfield: (Shareholder) The intention?
Paul O'Sullivan: Yes, the purpose of the Board and management is to look after long-term
interests of the business, which includes balancing a range of factors, but obviously, it's
important that we generate value for shareholders.
Craig Caulfield: (Shareholder) You see why I've asked that. So, I would term it a NOHC for
profit business.
Paul O'Sullivan: [Laughs].
Craig Caulfield: (Shareholder) There was no other [unclear].
Paul O'Sullivan: Thank you for your suggestion. Thank you.
Craig Caulfield: (Shareholder) I would, on to things more serious. I'm not familiar with
this, I've only just received it today, and I'm not an expert in accounting, and legals andeverything else that you know, but it does – I hear of the major banks all talking about
simplifying our business. I'm talking of the four major banks in Australia – probably others,
and we're selling off and divesting different things, so we can focus on core banking, andANZ’s telling us, we're creating something else, and we're looking at what seems to be
non-core businesses, that have less APRA regulatory governance and oversight.
That just raises a concern with me that it's like that we're getting into more diversification,
at a time when – I've enjoyed the fact that things have been – different divisions havebeen sold off – and we're focusing, again. So, I wonder if you could explain that?
Do you want me to ask other questions, now, or would you rather just address that first?
Paul O'Sullivan: Well, do you want to get them all out, and then I'll – I can make sure I
answer them comprehensively?
Craig Caulfield: (Shareholder) Yes. The lack of regulation. It's not clear to me what thosebusinesses are going to be. We're improving the wellbeing and sustainability of customers,
and our existing operations remain the same, and people remain the same and get thesame dividends, but I don’t know what type of businesses. I do understand that it's like a
new technology. So, I think of – and I'm asking these questions fairly basic, and I stand to
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be corrected on all of them, but I think there'll be other shareholders in the room, andonline, that might have similar questions.
So, I think of CBA, has a technology division, Westpac does and NAB does, and they don’t
have separate holding companies, and they're still governed. Now, you’ve mentioned, inAustralia we have Macquarie Group, and Suncorp Group. I don’t correlate them the same,
because I look at Macquarie Group as an infrastructure group, with a lesser amount ofbanking. I look at Suncorp Group that is, rightly, trying to focus on insurance, and thebenefit to them and ANZ purchasing the baking is that they become a pure insurance
division. So, they're not NAB, Westpac and CBA.
So, why is – is ANZ simply the first mover, like you were, with the Apple situation, which
was great, or like you were with Model Litigant, which was excellent, but – and will theother banks follow? Or is there something that I'm missing? Because I – or is it – is thistricky, legal concepts, to try and make out that there are other entities there?
Over to you. Thank you.
Paul O'Sullivan: Thank you. I think, actually, those are really good questions, which will
benefit everybody listening. So, let me see if I make sure I answered them properly.
First of all, the rationale here is that increasingly we see that there are technologies thatare essential to the core bank, and the Worldline joint venture is a great example.
Shayne mentioned in his speech that the terminals you see at point of sale at merchants,
that's something that a global technology player is going to be able to race ahead on. If
you're just doing it locally, you are not going to be able to invest the quantum of money.
So, we have a joint venture with Worldline.
The challenge today is that if we invest in a business, we bring with us all the regulatory
and capital requirements that go with being a Bank, and that's quite a burden for theseguys. So, the intention here is to have a non-bank group, which does not attract thoseregulations and capital requirements, where we can partner with companies like Worldline.
Now, I'd like to stress, and I said this in my speech, any business that we look to put into
the non-bank group, our intent is that it's about enhancing the performance of the core
Bank. This is not intended to be heading off in a completely different direction.
A good example of a business we've bought that would move in there is Cashrewards. Webought that business because it gives us a loyalty program that we can then apply to ourBank customers.
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In terms of regulations, actually, as a result of the way we've consulted with APRA tocreate this, they’ve actually got the ability to approve any material acquisition that we
make in the non-bank group. They don’t have that today. So, ironically, we're actually
going to have more regulatory influence than we have today.
Finally, are we first mover? I think we are first mover. I think is going to be a requirementin the industry as technology becomes more prevalent, but I can’t predict what the other
Boards are going to do. Hopefully I’ve answered your questions.
Craig Caulfield: (Shareholder) Thank you very much, I appreciate it.
Paul O’Sullivan: Thank you. Microphone number one.
Operator: Thank you, Chairman, we have a question from Rita Mazalevskis.
Rita Mazalevskis: (Shareholder) Okay, firstly I’d like to say when I got my annual report in
the mail, I did not get this. The gentleman earlier in the AGM said he never got his, thatcalled in on the phone, and requested it twice and never got his. So, I’m wondering how
many other shareholders haven’t received it, because on page 13 it says why have you
received this explanatory memorandum? Which I’ll refer to as EM.
It says that it explains and provides detailed information about ANZ’s proposed restructure
and it is intended to help you decide on how to vote on the scheme, which is one of thesteps required to implement the proposed restructure. So, I’m thinking there’s going to bea lot of shareholders know nothing about this, didn’t receive the document, can’t readbetween the lines, are not sophisticated investors, wouldn’t have picked it up off of thenotice of meeting.
On page 21, it says what happens to the elections that ANZ shareholders have given about
their shareholdings? By the way, I read this through the AGM so I couldn’t concentrate on
the AGM, so that wasn’t very good. So, it does say that unless prohibited by law or
revoked by you, all your information will be transferred to ANZ NOHC, which will include
TFNs, ABNs, all information.
So, if a shareholder hasn’t received this, how will they know that they can authorise this or
revoke that they don’t want their information exposed?
Paul O’Sullivan: Thanks, Rita, happy to follow up in your case individually. I don’t want to
get into dealing with specific cases, but we have investigated an earlier one where therecords show that several copies were dispatched. So, we need to get to the bottom ofwhat happened with that. The scheme booklet was not automatically sent out, but the
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notice of meeting, there was a quarter of a million almost of those sent out and there’s
eight pages in the notice of meeting that refer to this.
I should have welcomed Ken Adams to the stage earlier on, Ken is our general counsel at
ANZ, and Ken is there anything you wanted to add in response to Rita’s question aboutshareholder understanding?
Ken Adams: Yes, thanks for the question. Look a small number of shareholders chose toreceive by hard copy, a little over 2%, for everyone else they were sent either throughemail if they made no elections, if they elected electronic they received it, if they made noelection they received a hard copy with the notice of meeting which is what the Chairman
was referring to.
Rita Mazalevskis: (Shareholder) Yes, well there’s a couple of us in this room that receive
things hard copy and we didn’t get it, but I’ll move on. Just a couple of notes if I can justraise just from my speed reading for two minutes. It says in here that there will be no what have I got here? There won’t be any AFSL or ACL licences, is that right? They could
be applied for after the restructure, is that correct?
Ken Adams: No, that’s correct.
Rita Mazalevskis: (Shareholder) So, does that mean you will be applying for them, andthey will have them, or they won’t?
Ken Adams: From the day one commencement there will be no AFSL, but we may choose
to apply for an AFSL at a later time.
Rita Mazalevskis: (Shareholder) So why wouldn’t you choose at the beginning?
Ken Adams: Because from day one the non-operating holding company will not conduct
any business that requires an AFSL.
Rita Mazalevskis: (Shareholder) Okay, all right, and then the other thing I noted was theCompany, where are we? ANZ Service Co, it says that this will hold certain property
interests, is this a trust or will it be structured as a trust?
Ken Adams: I can’t answer your question. The main property interests that it holds are theheadquarters at 833 Collins Street.
Rita Mazalevskis: (Shareholder) Okay, I was going to ask what property interest you were.
Ken Adams: That’s the main one, Rita.

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Rita Mazalevskis: (Shareholder) Okay, what I was going to highlight, not sending this out
obviously people couldn’t read the independent expert’s report from Grant Samuel &Associates. Sorry, I just want to see if there was anything else because I don’t want toreally come up again because I haven’t had the chance to read it properly.
So, are there going to be assets from ANZ that are held within this new structure somehow
with some sort of transactions? Whether it’s securitisation, whatever?
Ken Adams: Look the scheme booklet identifies that assets which will be held and where
they will be held. But to give you a sense, 99% of current assets will be held within theexisting ANZ BGL structure, there’s a very small number of interest and the Worldline joint
venture is an example that will be held in the non-bank group.
But to give you some comfort, all will be held by the ANZ Group, just the top company now
will be ANZ Group Holdings Limited.
Rita Mazalevskis: (Shareholder) Okay, so this new structure I’m assuming will have its own
new ABN?
Ken Adams: Yes.
Rita Mazalevskis: (Shareholder) So, through a securitisation process, if there is an issue, if
there is a complaint or something, how does that get managed between the old ANZ Groupand the new Group?
Paul O’Sullivan: Okay, so you’re talking about securitisation and mortgages?
Rita Mazalevskis: (Shareholder) Well no, I’m just - yes, I’m thinking if there’s a complaint
process, how do you manage that between the two entities when you’ve got one that’s not
regulated and one that is regulated?
Paul O’Sullivan: The banking entity will respond to banking related complaints as it does
today, I think as Ken described, the assets that will be in the non-bank group will typicallybe businesses that help us in the bank, but they are not core banking activities. So,
Worldline’s a good example.
Rita Mazalevskis: (Shareholder) Sorry, I haven’t had time to - I know you’re shaking yourhead Shayne, but I haven’t had time to read this, so it’s just what’s popped into my head.
Because I’m thinking if there’s a complaint of some sort, who does that get lodged to? How
is that crossover going to be managed? Are there assets in the new entity but thecustomer’s payment commitments comes from the old entity, so how does that structure…
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[Shayne Elliott]: Can I answer that? It’s a fair question, I’m not shaking my head at that.
Look, that already exists today, we have assets in the bank that, we already own cash
rewards for example, we already have the JV of Worldline, so those situations we’reultimately responsible for any customer activity that comes into the ANZ Group, we’re
accountable for and we’ll put in place exactly the same sort of complaint and all those
sorts of avenues.
By the way, we shouldn’t think of this as unregulated, it’s not unregulated, it’s justregulated differently, it’s not regulated as a bank, but it’s still regulated and we still haveobligations, particularly if those activities are touching customers, providing a customer
service. So, we take all those things very seriously and none of that will change.
Rita Mazalevskis: (Shareholder) Okay, well like I said, I haven’t had a chance to read it sothat’s it for now, thank you.
Paul O’Sullivan: Okay, thank you for your questions Rita. Have we got some questions on
microphone number four?
Operator: Chairman, the question is from Michael Sanderson.
Michael Sanderson: (Shareholder) Howdy, what comes to mind are words like phoenixing,
another situation that I recall James Hardie - there was a lot of jiggery pokery going on
there. The question I’ve got, ANZ Banking Group Limited currently has numerous legal
proceedings before the court. What happens to this if the scheme of arrangements isapproved? How will it pay any remediation or judgments if delisted from the ASX and not
trading any longer?
Paul O’Sullivan: Thanks for the question, I’m a little alarmed to hear us being put in thesame sentence as some of those earlier episodes and I just want to stress this has been
through a very strict regulatory review process. It’s been approved by APRA, by the RBNZ,
it’s had to get US Federal Government approval, and it is all about structuring the bankand non-bank assets for efficiency. So, it’s not looking to play any games with assets, it’s
about…
Michael Sanderson: (Shareholder) James Hardie went through a similar process, US
Government approval et cetera. It’s not…
Paul O’Sullivan: The other thing I’d say is we’re staying onshore, which I think is a very
important point, and our destiny is very much aligned with what goes on in Australia.
Michael Sanderson: (Shareholder) Why the US involvement then?
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Paul O’Sullivan: Because we have got certain activities, we had activities in Guam, which
was a US territory where we required some approvals, and so that was the largest reason
for it, but we have other activities which take place in the United States, which means wehave to observe their rules and regulations.
Michael Sanderson: (Shareholder) So what are you saying? If something goes sideways
and say for instance in the event there is a judgment against ANZ Banking Group Limited,that would be covered by…
Paul O’Sullivan: I’ll let the general counsel opine on legal matters.
Michael Sanderson: (Shareholder) Go for it, Mr Adams.
Ken Adams: Yes, thanks for the question. ANZ Banking Group Limited would still address
any litigious matters or dispute matters and will remain by far the largest entity in theGroup.
Michael Sanderson: (Shareholder) Okay.
Paul O’Sullivan: Thank you for your question. I think we’ve got a question online, Kathwould you like to read that?
Kathryn van der Merwe: That’s right, so we have four questions online then one on thephone. So, first question from Mr [David Dilger], are there any tax implications forshareholders regarding the proposed scheme of arrangement?
Paul O’Sullivan: We do outline in the scheme booklet in Section 8, what we understand tobe some of the tax issues, and we have actually sought some feedback from the ATO.
Obviously each individual shareholder should get their own advice, but my expectation,and I look at the general counsel, so I don’t mislead, my expectation is that for mostAustralians, there’s not a significant tax event or impact as a result of this change. Okay,
next question please.
Kathryn van der Merwe: Yes, we have two questions from Mr Craig Smith. Will the newshares under the scheme be CHESS sponsored and will the scheme trigger a capital gains
tax event for shareholders?
Paul O’Sullivan: Okay, the answer to the first question is yes, it’ll be the same form as ANZ
shares have traditionally been listed. The second one I’ve just answered, which is I won’t
repeat the answer. Thank you.
Kathryn van der Merwe: Okay, question from [Davinder Charbra] of Junior Enterprise
Proprietary Limited is, this scheme allows you to dilute the focus on core banking to other
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areas which may or may not be right in the long-term. This is similar to ANZ buying
E*Trade and then divesting, what is different?
Paul O’Sullivan: Thanks, Davinder, and this is a question that I’m sure is in people’s minds
and it’s good that you’ve asked it. That’s why I went out of my way in my opening
comments this morning to say that ANZ is a bank, the bank is our core business, and ourintent in having a non-bank co is to be able to invest, or partner, or own businesses thatwill enhance our operation as a bank.
I think it’s very important to say APRA have approval over any material transactions that
we might do inside the NOHC structure. So no, the intention is not to dilute our focus oncore banking, actually on the contrary, the intention is to be able to do things which
enhance our core banking and allow us to double down on being more competitive. Next
question please, we have a question on the phone.
Kathryn van der Merwe: That’s right, it’s from [Luigi Buchello], operator please put him
through. Welcome, Mr Buchello, please proceed.
Luigi Buchello: (Shareholder) Paul, I spoke to you earlier on not receiving a documentationon the scheme and meeting, it was three times, not two as the lady before me said. You
told me to stay on the line to give feedback, I haven’t had anyone come back to me yet togive you the feedback, but I’ve got another question for you in the meantime. Are wegoing to have two companies on the ASX or what?
Paul O’Sullivan: Thanks, Luigi and look first of all we’ve all been tied up in a meeting,
we’ve been here ever since I spoke to you this morning, but we will get back to you. We
do want to get to the bottom of things because the records show that three booklets weredispatched to you, and so we want to understand why they never got to you. So, we will
follow up.
Luigi Buchello: (Shareholder) No, as I said before, I received three…
Paul O’Sullivan: Of the wrong book.
Luigi Buchello: (Shareholder) I received three lots of proxy votes with no explanation.
Paul O’Sullivan: Let us get to the bottom of it and once we are finished, we will havepeople who will be able to make contact. Can you just repeat your second question, I
didn’t hear it properly?

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15 December 2022
Luigi Buchello: (Shareholder) Yes, the second question, main question now is you said
we’re going to get one share for existing share and one in the new Company, does thatmean that there’s two listing on the stock exchange?
Paul O’Sullivan: So, you will get a share in the Group holding Company in return for theshare you had in ANZ prior to this and that’s what you will receive. So, basically it’s a one
for one exchange. ANZ will continue to have some listings on the stock exchange because
we trade in things like hybrids and other securities. But your shares will be in the holding,the non-operating holding Company at what we call the Group level. Ken, is there anything
you want to add to that?
Luigi Buchello: (Shareholder) So, if I have one share currently, I will still only have one
share in the new company and that’s it?
Paul O’Sullivan: Correct, nothing changes with the number of shares, and indeed weultimately will have the same code on the exchange. So, it’s really a continuation of thesame number of shares you have today, but they’re held now at the Group non-operatingholding Company level.
Luigi Buchello: (Shareholder) Right, so now you want me to stay on the line to get thingsback on this non receipt?
Paul O’Sullivan: No, what I’ll do, Luigi, do we have, I think we have contact details for
Luigi, well we must have if we’ve dispatched stuff. So, the team will follow up with you
offline, because we’re live in the meeting here, I don’t know if we can easily transfer you.
Luigi Buchello: (Shareholder) I just don’t want to hang on any longer.
Paul O’Sullivan: Okay, I’ll get one of the team to go back to you today, Luigi, thank you.
Luigi Buchello: (Shareholder) You got my mobile number?
Paul O’Sullivan: Well I don’t know; do you really want to give it over with so many people
online and so many people in the room?
Luigi Buchello: (Shareholder) No, I don’t want to give it over the phone but if someone
from your Company comes back to me or Computershare, I’ll give it to them off air.
Paul O’Sullivan: I’ll tell you what, we’re going to get someone to try and call you now. We
don’t think it’s a good idea from a security point of view, I’ve been talking about scams allday, I don’t want you to read out your number.

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15 December 2022
Luigi Buchello: (Shareholder) I won’t be giving it to you over the phone, over the meeting,but I’ll give it to them privately.
Paul O’Sullivan: So, let us find out a way to get hold of you and follow up and the teamhave sent me a message they’re going to try and get onto that straight away after the
meeting, thank you, Luigi.
Luigi Buchello: (Shareholder) Thank you.
Paul O’Sullivan: I don’t think there are any more questions on this item. So, there appear
to be no more questions, okay, as there are no further questions and as a reasonable
opportunity has been given to discuss the scheme resolution, I now close the online andphone question facilities and I will close the electronic voting in approximately two
minutes.
I’ll now show on screen details of the proxies that were received in advance of themeeting, and while we wait for the close of the poll, we will play a short video.
[Video presentation]
Paul O’Sullivan: So, I understand we’re very shortly going to be - okay, so the electronic
voting on the scheme resolution is now closed and the provisional results of the poll will
shortly appear on screen and subject to a final check by Computershare and KPMG, will be
released to the ASX later today.
The provisional results show the scheme resolution as having received at least 75% of thetotal votes cast on the scheme resolution by ANZ shareholders present and voting at themeeting either in person or by proxy. In respect of the additional majority and number
test, I’ve also been informed that this has also been met. The exact numbers of the final
results will be published later today to the ASX once the final checks have been completed.
On behalf of ANZ, I’d like to take this opportunity to thank all of our shareholders and ourcustomers for your continued support. This now concludes the official business of thescheme meeting and as a reminder, the final results of the vote will be announced to the
ASX as soon as available and will also be available on ANZ’s website. Thank you for yourparticipation this afternoon, I now declare the scheme meeting closed subject to thereview and finalisation of the poll, and on behalf of my colleagues on the Board and of the
Executive, I’d like to wish everybody a happy and health festive season and all the best for
the New Year, thank you.
End of Transcript
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