Class Ruling CR 2023/6

What this ruling is about: 1. This Ruling sets out the income tax consequences for Australia and New Zealand Banking Group Limited (ANZBGL) shareholders who disposed of their ANZBGL shares to ANZ Group Holdings Limited under the scheme to which this Ruling relates. 2. Full details of this scheme are set out in paragraphs 20 to 34 of this Ruling. 3. All legislative references in this Ruling are to the Income Tax Assessment Act 1997, unless otherwise indicated. Who this Ruling applies to 4. This Ruling applies to you if you: 5. This Ruling does not apply to you if you: Note: Division 230 will not apply to individuals unless they have made an election for it to apply. When this Ruling applies 6. This Ruling applies from 1 July 2022 to 30 June 2023. Shareholders are taken to have chosen Division 615 roll-over relief 7. You are taken to have chosen to obtain a roll-over under Division 615 in relation to the exchange of your ANZBGL shares for ANZ Group Holdings Limited shares (subsection 615-5(2)). Capital gains tax consequences for shares held as capital assets Disposal of Australia and New Zealand Banking Group Limited shares - CGT event A1 8. CGT event A1 happens when you dispose of each of your ANZBGL shares to ANZ Group Holdings Limited under the scheme described in this Ruling (subsection 104-10(1)). 9. As you are taken to have chosen a roll-over under Division 615, you will disregard any capital gain or capital loss made from the disposal of ANZBGL shares in exchange for the ANZ Group Holdings Limited shares (section 615-40, and subsection 124-15(2)). Cost base and acquisition date for ANZ Group Holdings Limited shares Australia and New Zealand Banking Group Limited shares acquired before 20 September 1985 10. If you acquired all of your ANZBGL shares before 20 September 1985, you are taken to have acquired the ANZ Group Holdings Limited shares before that day (subsection 124-15(4)). 11. If you acquired some of your ANZBGL shares before 20 September 1985 and some ANZBGL shares on or after 20 September 1985, you are taken to have acquired a number of ANZ Group Holdings Limited shares before 20 September 1985. It is the maximum possible that does not exceed the following formula (subsection 124-15(5)): No of ANZ Group Holdings Limited shares × (No of ANZBGL shares acquired before 20 September 1985 ÷ Total no of ANZBGL shares) 12. For the remaining ANZ Group Holdings Limited shares, the first element of the cost base (and reduced cost base) of each ANZ Group Holdings Limited share is (subsection 124-15(6): Total of the cost bases of all the ANZBGL shares you acquired on or after 20 September 1985 ÷ No of remaining ANZ Group Holdings Limited shares Australia and New Zealand Banking Group Limited shares acquired on or after 20 September 1985 13. If you acquired all of your ANZBGL shares on or after 20 September 1985, the first element of the cost base and reduced cost base of each ANZ Group Holdings Limited share that you acquired under the scheme will equal the total of the cost bases of all your ANZBGL shares (worked out at the time of their disposal) divided by the number of ANZ Group Holdings Limited shares issued to you (section 615-40 and subsection 124-15(3)). 14. For the purpose of determining any discount capital gains under Division 115, you are taken to have acquired those ANZ Group Holdings Limited shares on the same date you acquired your corresponding ANZBGL shares (table item 2 of subsection 115-30(1)). Shares held as trading stock 15. If you held your ANZBGL shares as trading stock (as defined in subsection 995-1(1)), and subsequently hold the ANZ Group Holdings Limited shares acquired as trading stock, the amount included in your assessable income on disposal of each of your ANZBGL shares is its: 16. The amount taken to have been paid by you for each of the ANZ Group Holdings Limited shares acquired as trading stock is equal to the amount included in assessable income on disposal of the ANZBGL shares (as calculated in paragraph 15 of this Ruling) divided by the number of ANZ Group Holdings Limited shares acquired as trading stock (subsection 615-50(2)). Shares held as revenue assets 17. If you held your ANZBGL shares as revenue assets (as defined in section 977-50), and subsequently hold your ANZ Group Holdings Limited shares acquired as revenue assets, the gross proceeds received for the disposal of each ANZBGL share is taken to be the amount needed to have a nil profit and nil loss for that disposal (subsection 615-55(1)). 18. For the purpose of calculating any profit or loss on the future disposal of each ANZ Group Holdings Limited share acquired that is a revenue asset, the amount taken to have been paid for each ANZ Group Holdings Limited share is the amount needed to have a nil profit and nil loss for that disposal (as calculated in paragraph 17 of this Ruling) divided by the number of ANZ Group Holdings Limited shares acquired as revenue assets (subsection 615-55(2)). No determination will be made under section 45B of the ITAA 1936 19. The Commissioner will not make a determination under section 45B of the ITAA 1936 that section 45C of the ITAA 1936 applies to the ANZ Group Holdings Limited shares you received under the share exchange. 20. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. Australia and New Zealand Banking Group Limited 21. Prior to the restructure: 22. ANZBGL is an authorised deposit-taking institution under the Banking Act 1959. 23. As an authorised deposit-taking institution, ANZBGL is subject to the prudential supervision of the Australian Prudential Regulation Authority and must comply with the relevant prudential standards determined and regulated by the Australian Prudential Regulation Authority. ANZ Group Holdings Limited 24. ANZ Group Holdings Limited is a public company limited by shares. Prior to the restructure it had one ordinary share on issue, which was owned by ANZGBL. Restructure of Australia and New Zealand Banking Group Limited 25. On 4 May 2022, ANZBGL announced its plans to undertake a restructure with the following components: 26. The interposition of ANZ Group Holdings Limited as the ultimate holding company was achieved by ANZBGL shareholders exchanging their shares in ANZBGL for shares in ANZ Group Holdings Limited (Share Exchange). 27. The restructure was implemented on 3 January 2023 via a court-approved scheme of arrangement in accordance with the Corporations Act 2001 (Implementation Date). 28. On the Implementation Date: Ineligible Foreign Shareholders 29. Certain overseas shareholders (Ineligible Foreign Shareholders) were ineligible to receive ANZ Group Holdings Limited shares under the scheme. 30. Instead of participating in the Share Exchange, on the Implementation Date: 31. After the Implementation Date, the Sale Agent sold or procured the sale of all the ANZ Group Holdings Limited shares that it held and it remitted the net proceeds to Ineligible Foreign Shareholders. Other matters 32. ANZBGL was suspended from trading on the ASX from close of the Effective Date (as defined in ANZ Group's Explanatory Memorandum) and its listing was converted to a debt-only listing on or shortly after the Implementation Date. 33. ANZ Group Holdings Limited was admitted to the Official List of the ASX shortly after the Effective Date and commenced normal trading after the Implementation Date. 34. ANZ Group Holdings Limited has chosen under subsection 615-30(2) that the tax consolidated group originally comprising of ANZBGL (as head company) and its member entities will continue in existence after the scheme with ANZ Group Holdings Limited as its head company. Commissioner of Taxation 15 February 2023 Division 615 roll-over 35. The ANZBGL shareholders who participate in the Share Exchange will be taken, under subsection 615-5(2), to have chosen to obtain the roll-over because: 36. Division 615 contains a number of conditions for eligibility for roll-over. The main conditions that are relevant to the ANZBGL shareholders who participate in the Share Exchange are: 37. Under the scheme, each ANZBGL shareholder receives ANZ Group Holdings Limited shares in exchange for all of their ANZBGL shares and nothing else. Immediately after the completion time, ANZ Group Holdings Limited owned all the shares in ANZBGL and each ANZBGL shareholder had the same percentage interest in and market value ratio of shares in ANZ Group Holdings Limited immediately after the completion time as they had in ANZBGL before the completion time. All shareholders own a whole number of shares in ANZ Group Holdings Limited immediately after the completion time. 38. All other relevant conditions under Division 615 are satisfied under the Scheme. © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products).

Class of entities or scheme: 20. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. | Australia and New Zealand Banking Group Limited: 21. Prior to the restructure: 22. ANZBGL is an authorised deposit-taking institution under the Banking Act 1959. 23. As an authorised deposit-taking institution, ANZBGL is subject to the prudential supervision of the Australian Prudential Regulation Authority and must comply with the relevant prudential standards determined and regulated by the Australian Prudential Regulation Authority. | ANZ Group Holdings Limited: 24. ANZ Group Holdings Limited is a public company limited by shares. Prior to the restructure it had one ordinary share on issue, which was owned by ANZGBL. | Restructure of Australia and New Zealand Banking Group Limited: 25. On 4 May 2022, ANZBGL announced its plans to undertake a restructure with the following components: 26. The interposition of ANZ Group Holdings Limited as the ultimate holding company was achieved by ANZBGL shareholders exchanging their shares in ANZBGL for shares in ANZ Group Holdings Limited (Share Exchange). 27. The restructure was implemented on 3 January 2023 via a court-approved scheme of arrangement in accordance with the Corporations Act 2001 (Implementation Date). 28. On the Implementation Date: | Ineligible Foreign Shareholders: 29. Certain overseas shareholders (Ineligible Foreign Shareholders) were ineligible to receive ANZ Group Holdings Limited shares under the scheme. 30. Instead of participating in the Share Exchange, on the Implementation Date: 31. After the Implementation Date, the Sale Agent sold or procured the sale of all the ANZ Group Holdings Limited shares that it held and it remitted the net proceeds to Ineligible Foreign Shareholders. | Other matters: 32. ANZBGL was suspended from trading on the ASX from close of the Effective Date (as defined in ANZ Group's Explanatory Memorandum) and its listing was converted to a debt-only listing on or shortly after the Implementation Date. 33. ANZ Group Holdings Limited was admitted to the Official List of the ASX shortly after the Effective Date and commenced normal trading after the Implementation Date. 34. ANZ Group Holdings Limited has chosen under subsection 615-30(2) that the tax consolidated group originally comprising of ANZBGL (as head company) and its member entities will continue in existence after the scheme with ANZ Group Holdings Limited as its head company. Commissioner of Taxation 15 February 2023

Ruling: 1. This Ruling sets out the income tax consequences for Australia and New Zealand Banking Group Limited (ANZBGL) shareholders who disposed of their ANZBGL shares to ANZ Group Holdings Limited under the scheme to which this Ruling relates. 2. Full details of this scheme are set out in paragraphs 20 to 34 of this Ruling. 3. All legislative references in this Ruling are to the Income Tax Assessment Act 1997, unless otherwise indicated. | Who this Ruling applies to: 4. This Ruling applies to you if you: 5. This Ruling does not apply to you if you: Note: Division 230 will not apply to individuals unless they have made an election for it to apply. | When this Ruling applies: 6. This Ruling applies from 1 July 2022 to 30 June 2023. | Shareholders are taken to have chosen Division 615 roll-over relief: 7. You are taken to have chosen to obtain a roll-over under Division 615 in relation to the exchange of your ANZBGL shares for ANZ Group Holdings Limited shares (subsection 615-5(2)). | Disposal of Australia and New Zealand Banking Group Limited shares - CGT event A1: 8. CGT event A1 happens when you dispose of each of your ANZBGL shares to ANZ Group Holdings Limited under the scheme described in this Ruling (subsection 104-10(1)). 9. As you are taken to have chosen a roll-over under Division 615, you will disregard any capital gain or capital loss made from the disposal of ANZBGL shares in exchange for the ANZ Group Holdings Limited shares (section 615-40, and subsection 124-15(2)). | Cost base and acquisition date for ANZ Group Holdings Limited shares: Australia and New Zealand Banking Group Limited shares acquired before 20 September 1985 10. If you acquired all of your ANZBGL shares before 20 September 1985, you are taken to have acquired the ANZ Group Holdings Limited shares before that day (subsection 124-15(4)). 11. If you acquired some of your ANZBGL shares before 20 September 1985 and some ANZBGL shares on or after 20 September 1985, you are taken to have acquired a number of ANZ Group Holdings Limited shares before 20 September 1985. It is the maximum possible that does not exceed the following formula (subsection 124-15(5)): No of ANZ Group Holdings Limited shares × (No of ANZBGL shares acquired before 20 September 1985 ÷ Total no of ANZBGL shares) 12. For the remaining ANZ Group Holdings Limited shares, the first element of the cost base (and reduced cost base) of each ANZ Group Holdings Limited share is (subsection 124-15(6): Total of the cost bases of all the ANZBGL shares you acquired on or after 20 September 1985 ÷ No of remaining ANZ Group Holdings Limited shares Australia and New Zealand Banking Group Limited shares acquired on or after 20 September 1985 13. If you acquired all of your ANZBGL shares on or after 20 September 1985, the first element of the cost base and reduced cost base of each ANZ Group Holdings Limited share that you acquired under the scheme will equal the total of the cost bases of all your ANZBGL shares (worked out at the time of their disposal) divided by the number of ANZ Group Holdings Limited shares issued to you (section 615-40 and subsection 124-15(3)). 14. For the purpose of determining any discount capital gains under Division 115, you are taken to have acquired those ANZ Group Holdings Limited shares on the same date you acquired your corresponding ANZBGL shares (table item 2 of subsection 115-30(1)). | Shares held as trading stock: 15. If you held your ANZBGL shares as trading stock (as defined in subsection 995-1(1)), and subsequently hold the ANZ Group Holdings Limited shares acquired as trading stock, the amount included in your assessable income on disposal of each of your ANZBGL shares is its: 16. The amount taken to have been paid by you for each of the ANZ Group Holdings Limited shares acquired as trading stock is equal to the amount included in assessable income on disposal of the ANZBGL shares (as calculated in paragraph 15 of this Ruling) divided by the number of ANZ Group Holdings Limited shares acquired as trading stock (subsection 615-50(2)). | Shares held as revenue assets: 17. If you held your ANZBGL shares as revenue assets (as defined in section 977-50), and subsequently hold your ANZ Group Holdings Limited shares acquired as revenue assets, the gross proceeds received for the disposal of each ANZBGL share is taken to be the amount needed to have a nil profit and nil loss for that disposal (subsection 615-55(1)). 18. For the purpose of calculating any profit or loss on the future disposal of each ANZ Group Holdings Limited share acquired that is a revenue asset, the amount taken to have been paid for each ANZ Group Holdings Limited share is the amount needed to have a nil profit and nil loss for that disposal (as calculated in paragraph 17 of this Ruling) divided by the number of ANZ Group Holdings Limited shares acquired as revenue assets (subsection 615-55(2)). | No determination will be made under section 45B of the ITAA 1936: 19. The Commissioner will not make a determination under section 45B of the ITAA 1936 that section 45C of the ITAA 1936 applies to the ANZ Group Holdings Limited shares you received under the share exchange. 20. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. | Australia and New Zealand Banking Group Limited: 21. Prior to the restructure: 22. ANZBGL is an authorised deposit-taking institution under the Banking Act 1959. 23. As an authorised deposit-taking institution, ANZBGL is subject to the prudential supervision of the Australian Prudential Regulation Authority and must comply with the relevant prudential standards determined and regulated by the Australian Prudential Regulation Authority. | ANZ Group Holdings Limited: 24. ANZ Group Holdings Limited is a public company limited by shares. Prior to the restructure it had one ordinary share on issue, which was owned by ANZGBL. | Restructure of Australia and New Zealand Banking Group Limited: 25. On 4 May 2022, ANZBGL announced its plans to undertake a restructure with the following components: 26. The interposition of ANZ Group Holdings Limited as the ultimate holding company was achieved by ANZBGL shareholders exchanging their shares in ANZBGL for shares in ANZ Group Holdings Limited (Share Exchange). 27. The restructure was implemented on 3 January 2023 via a court-approved scheme of arrangement in accordance with the Corporations Act 2001 (Implementation Date). 28. On the Implementation Date: | Ineligible Foreign Shareholders: 29. Certain overseas shareholders (Ineligible Foreign Shareholders) were ineligible to receive ANZ Group Holdings Limited shares under the scheme. 30. Instead of participating in the Share Exchange, on the Implementation Date: 31. After the Implementation Date, the Sale Agent sold or procured the sale of all the ANZ Group Holdings Limited shares that it held and it remitted the net proceeds to Ineligible Foreign Shareholders. | Other matters: 32. ANZBGL was suspended from trading on the ASX from close of the Effective Date (as defined in ANZ Group's Explanatory Memorandum) and its listing was converted to a debt-only listing on or shortly after the Implementation Date. 33. ANZ Group Holdings Limited was admitted to the Official List of the ASX shortly after the Effective Date and commenced normal trading after the Implementation Date. 34. ANZ Group Holdings Limited has chosen under subsection 615-30(2) that the tax consolidated group originally comprising of ANZBGL (as head company) and its member entities will continue in existence after the scheme with ANZ Group Holdings Limited as its head company. Commissioner of Taxation 15 February 2023 | Division 615 roll-over: 35. The ANZBGL shareholders who participate in the Share Exchange will be taken, under subsection 615-5(2), to have chosen to obtain the roll-over because: 36. Division 615 contains a number of conditions for eligibility for roll-over. The main conditions that are relevant to the ANZBGL shareholders who participate in the Share Exchange are: 37. Under the scheme, each ANZBGL shareholder receives ANZ Group Holdings Limited shares in exchange for all of their ANZBGL shares and nothing else. Immediately after the completion time, ANZ Group Holdings Limited owned all the shares in ANZBGL and each ANZBGL shareholder had the same percentage interest in and market value ratio of shares in ANZ Group Holdings Limited immediately after the completion time as they had in ANZBGL before the completion time. All shareholders own a whole number of shares in ANZ Group Holdings Limited immediately after the completion time. 38. All other relevant conditions under Division 615 are satisfied under the Scheme. © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products).


Appendix: Division 615 roll-over: 35. The ANZBGL shareholders who participate in the Share Exchange will be taken, under subsection 615-5(2), to have chosen to obtain the roll-over because: 36. Division 615 contains a number of conditions for eligibility for roll-over. The main conditions that are relevant to the ANZBGL shareholders who participate in the Share Exchange are: 37. Under the scheme, each ANZBGL shareholder receives ANZ Group Holdings Limited shares in exchange for all of their ANZBGL shares and nothing else. Immediately after the completion time, ANZ Group Holdings Limited owned all the shares in ANZBGL and each ANZBGL shareholder had the same percentage interest in and market value ratio of shares in ANZ Group Holdings Limited immediately after the completion time as they had in ANZBGL before the completion time. All shareholders own a whole number of shares in ANZ Group Holdings Limited immediately after the completion time. 38. All other relevant conditions under Division 615 are satisfied under the Scheme. © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products).


What this Ruling is about | If this Ruling applies to you, and you correctly rely on it, we will apply the law to you in the way set out in this Ruling. That is, you will not pay any more tax or penalties or interest in respect of the matters covered by this Ruling.


Legislative references: ITAA 1936 6(1) ITAA 1936 45B ITAA 1936 45C ITAA 1997 70-40 ITAA 1997 70-45 ITAA 1997 104-10(1) ITAA 1997 Div 115 ITAA 1997 115-30(1) ITAA 1997 124-15(2) ITAA 1997 124-15(3) ITAA 1997 124-15(4) ITAA 1997 124-15(5) ITAA 1997 124-15(6) ITAA 1997 Div 230 ITAA 1997 Div 615 ITAA 1997 615-5(1) ITAA 1997 615-5(1)(a) ITAA 1997 615-5(1)(b) ITAA 1997 615-5(1)(c) ITAA 1997 615-5(2) ITAA 1997 Subdiv 615-B ITAA 1997 615-15 ITAA 1997 615-20(1)(a) ITAA 1997 615-20(1)(b) ITAA 1997 615-20(2) ITAA 1997 615-25(1) ITAA 1997 615-25(3) ITAA 1997 615-30(2) ITAA 1997 615-40 ITAA 1997 615-50(1) ITAA 1997 615-50(2) ITAA 1997 615-55(1) ITAA 1997 615-55(2) ITAA 1997 977-50 ITAA 1997 995-1(1) Corporations Act 2001 Banking Act 1959