December 8, 2022 

Donald J. Toumey, Esq. 

Sullivan & Cromwell LLP 

125 Broad Street 

New York, New York 10004 

Dear Mr. Toumey: 

This responds to your correspondence, dated August 30, 2022, requesting 

a determination that no filing under section 3 of the Bank Holding Company Act of 1956 

(“BHC Act”),1

 would be required for ANZ Group Holdings Limited (“ANZ Holdings”) 

and ANZ BH Pty Ltd (“ANZBH”), both of Docklands, Australia, to acquire Australia and 

New Zealand Banking Group Limited (“ANZBGL”), Melbourne, Australia. ANZ 

Holdings and ANZBH have also submitted elections to be treated as financial holding 

companies in connection with the proposal (“Proposed FHC Elections”). 

The purpose of the proposed transaction is to engage in a corporate 

reorganization through the formation of two holding companies, ANZ Holdings and 

ANZBH, over ANZBGL. ANZBGL is a foreign bank that operates a branch in New 

York, New York, and engages in non-banking activities through a U.S. broker-dealer 

subsidiary. In addition, ANZBGL is a bank holding company within the meaning of the 

BHC Act due to its 100 percent ownership of Citizens Bancorp (“Citizens”), Hagatna, 

Guam, which owns 99.96 percent of ANZ Guam, Inc. (“ANZ Guam”), Hagatna, Guam, a 

state nonmember bank. To accomplish the proposed reorganization, (1) all of the 

ordinary shares of ANZBGL would be acquired by ANZ Holdings and ANZ Holdings 

would issue ANZ Holdings shares on a one-for-one basis to eligible ANZBGL 

shareholders, and (2) the shares of ANZBGL would be transferred from ANZ Holdings to 

ANZBH, a wholly owned subsidiary of ANZ Holdings. After the proposed transaction, 

the existing shareholders of ANZBGL would be the shareholders of ANZ Holdings and 

would hold substantially the same proportional share interest in ANZ Holdings as they 

held in ANZBGL. 

1

 12 U.S.C. § 1842. 
2

Section 3 of the BHC Act and the Board’s Regulation Y require the 

approval of the Board before any action is taken that causes any company to become a 

bank holding company.2 Through the transaction described above, ANZ Holdings and 

ANZBH would become bank holding companies through the acquisition of ANZBGL on 

account of ANZBGL’s indirect control of ANZ Guam. Accordingly, ANZ Holdings and 

ANZBH would be required to obtain the Board’s prior approval under section 3 of the 

BHC Act and Regulation Y. However, you have represented that ANZ Guam is currently 

in the process of liquidation, which is expected to be completed by . 

Once the liquidation of ANZ Guam is complete, ANZBGL would no longer be a bank 

holding company within the meaning of the BHC Act. 

 Further, the Board has reviewed similar information in considering the 

Proposed FHC Elections as would be reviewed in considering an application under 

section 3 of the BHC Act. 

Based on a review of these and other facts presented, the Legal Division

believes that no regulatory purpose would be served by requiring ANZ Holdings and 

ANZBH to file an application under section 3 of the BHC Act. The Legal Division, 

therefore, would not recommend that the Board take action to require the filing of an 

application under section 3 of the BHC Act by ANZ Holdings or ANZBH in connection 

with the transaction described above. This opinion is subject to the receipt by ANZ

Holdings, ANZBH, ANZBGL, Citizens, and ANZ Guam of all other necessary 

regulatory approvals in connection with the proposed corporate reorganization 

transaction described above, including the Proposed FHC Elections, and compliance with 

any terms and conditions that may be imposed in connection with those approvals.

This opinion is based on all the facts and representations presented to 

Federal Reserve staff. Any material change in those facts or representations should be 

communicated immediately to Federal Reserve staff and may cause this opinion to be

reconsidered. This opinion is limited to this proposal and does not apply to any other 

transaction.

If you have any questions regarding this matter, please contact Matthew 

Suntag (202-452-3694) or Evan Hechtman (202-263-4810), of the Legal Division staff.

Sincerely,

Mark Van Der Weide 

General Counsel 

2

 12 U.S.C. § 1842(a); 12 CFR 225.11. 

(signed) Mark Van Der Weide