This Notice contains important information about eligibility to participate in the Australia and New Zealand Banking Group Limited Pro-Rata Accelerated Renounceable Entitlement Offer (with retail rights trading) ("Offer") of new ANZ fully paid ordinary shares (“New Shares”) and should be read carefully by Participants.

The following class of Financial Products has been included in Schedule 1 of the ASX Settlement Operating Rules as a FOR Financial Product effective Thursday, 21 July 2022

What do I need to do and by when?

Only “Eligible Persons” (as defined in the attachment to this Notice) are entitled to exercise “Retail Entitlements” (as that term is defined in the Retail Information Booklet to be despatched to Eligible Persons from Tuesday, 26 July 2022), which are scheduled to commence trading under ASX code ANZR on Thursday, 21 July 2022. Eligible Persons that purchase Retail Entitlement will need to complete a specific Appendix E – Entitlement and Acceptance Form that can be obtained from your stockbroker or by calling the Australia and New Zealand Banking Group Limited Shareholder Offer Information Line on 1800 113 399 (from within Australia) or +61 3 9415 4010 (from outside Australia) between 8.30am to 5.30pm (Melbourne time) Monday to Friday during the Retail Entitlement Offer Period.

ANZ reserves the right to reject any Appendix E – Entitlement and Acceptance Form that it believes comes from a person who is not an Eligible Person.

Retail Entitlements will trade generally on ASX. However, if Retail Entitlements are purchased in a transaction on ASX by a person that is not an Eligible Person (each, an "Excluded Investor"), such Excluded Investors will not be entitled to exercise those Retail Entitlements to subscribe for New Shares. Further, any "Excluded U.S. Investor", as that term is defined in the attachment to this Notice, will not be entitled to acquire, hold or trade any Retail Entitlements.

To ensure that foreign ownership restrictions can be monitored, that Excluded U.S. Investors do not acquire, hold or trade Retail Entitlements and that Excluded Investors do not exercise any right to subscribe for New Shares, ASX Settlement has agreed:

(a)        to classify Retail Entitlements as FOR Financial Products under the ASX Settlement Operating Rules and to include Retail Entitlements in Schedule 1 of the ASX Settlement Operating Rules Procedures; and

(b)        to implement certain additional procedures as contemplated in Guidance Note 13 of the ASX Settlement Operating Rules (Financial Products subject to Foreign Ownership Restrictions) in relation to Retail Entitlements.

The following conditions apply to Retail Entitlements:

Foreign Person

A “Foreign Person” is an “Excluded Investor” as that term is defined in the attachment to this Notice.

Level of Foreign Ownership

The relevant Foreign Person ownership level is zero.

This means that no Excluded Investor, as that term is defined, may exercise any right to subscribe for New Shares for any Retail Entitlements they purchase or hold. Further, no Excluded U.S. Investor, as that term is defined, may acquire, hold or trade Retail Entitlements.

ANZ, as Issuer of the Retail Entitlements, has agreed to be bound by the additional obligations of an Issuer of FOR Financial Products under Rule 5.18 of the ASX Settlement Operating Rules.

Retail Entitlements are being offered and will be traded on the ASX market in reliance on the safe harbour provisions of Regulation S under the U.S. Securities Act of 1933, as amended. The status of FOR Financial Products under the ASX Settlement Operating Rules will be applied to Retail Entitlements.

Where a holder is currently designated as "F" or "M", that person cannot exercise any right to subscribe for New Shares for any Retail Entitlements they purchase or hold.

Where the holder is currently designated as "F", and wishes to hold Retail Entitlements, but is not an Excluded U.S. Investor, a new holder record should be established for that holder designated as "D" for the purposes of holding Retail Entitlements.

Where a holder is currently designated as "F" or "M", and is an Excluded U.S. Investor, that person cannot acquire, hold or trade any Retail Entitlements.

Participants should liaise with clients intending to purchase or hold Retail Entitlements and make all necessary enquiries to ensure that those clients who are Excluded Investors are made aware that they cannot exercise any right to subscribe for New Shares and that those clients who are Excluded U.S. Investors are made aware that they cannot acquire, hold or trade any Retail Entitlements. Failure to do so may result in client loss. Similarly, Participants may be liable for any failure to establish a new Holder Record designated as “D” or effect a change of residency indicator where it is necessary.

Retail Entitlements cannot be acquired or held by an Excluded U.S. Investor in holdings designated as "F" or "M" under any circumstances, as they may be subject to divestment action by ANZ as set out under the ASX Settlement Operating Rules. Please refer to the attachment below for more information and definitions.

Need more information?

Issued by

Anjita Sharma, Equity Operations

Contact information

Anjita Sharma
1800 814 051
chesshelp@asx.com.au

Attachment - Definitions of “Eligible Person”, “Eligible New Investor”, “Eligible Retail Shareholder”, "Excluded Investor", "Excluded U.S. Investor" and United States

An "Eligible Person" is a person who, as determined by Australia and New Zealand Banking Group Limited at its absolute discretion:

•          is an Eligible Retail Shareholder; or

•          is an Eligible New Investor.

An "Eligible New Investor" means any person who, as determined by Australia and New Zealand Banking Group Limited in its absolute discretion, is in:

•                    Australia;

•                    New Zealand;

•                    Canada (British Columbia, Ontario and Quebec provinces only) (or is acquiring Retail Entitlements or New Shares for any person who is in Canada), where each relevant person is an "accredited investor" as defined in National Instrument 45-106 – Prospectus and Registration Exemptions and, if relying on subsection (m) of the definition of that term, is not a person created or being used solely to acquire or hold securities as an accredited investor;

•                    Cayman Islands (or is acquiring Retail Entitlements or New Shares for any person who is in the Cayman Islands), where each relevant person is an institutional or professional investor;

•                    China (or is acquiring Retail Entitlements or New Shares for any person who is in China), where each relevant person is: (i) a "qualified domestic institutional investor" as approved by a relevant People's Republic of China regulatory authority to invest in overseas capital markets; (ii) a sovereign wealth fund or quasi-government investment fund that has the authorization to make overseas investments; or (iii) another type of qualified investor that has obtained all necessary People's Republic of China governmental approvals, registrations and/or filings (whether statutorily or otherwise);

•                    Hong Kong (or is acquiring Retail Entitlements or New Shares for any person who is in Hong Kong), where each relevant person is a "professional investor" as defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong;

•                    India (or is acquiring Retail Entitlements or New Shares for any person who is in India), where each relevant person is: (i) a “qualified institutional buyer” as defined in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (ii) is eligible to invest in Australia and New Zealand Banking Group Limited under Indian law; and (iii) is not prohibited by any statutory, regulatory or judicial authority in India or any other jurisdiction from buying, selling or dealing in the securities of in Australia and New Zealand Banking Group Limited, and agrees to comply with all applicable laws in relation to its investment in the New Shares;

•                    Japan (or is acquiring Retail Entitlements or New Shares for any person who is in Japan), where each relevant person: (i) is a Qualified Institutional Investor, as defined under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, "FIEL"); (ii) acknowledges that no registration under the FIEL has been made with respect to the Retail Entitlements or New Shares pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors as provided in Article 2, paragraph 3, item 2(a) of the FIEL; and (iii) agrees that the Retail Entitlements and New Shares may not be offered or sold in Japan except to Qualified Institutional Investors pursuant to a private placement in accordance with an exemption available under the FIEL;

•                    Korea (or is acquiring Retail Entitlements or New Shares for any person who is in Korea), where each relevant person is an “accredited investor” as defined under the Financial Investment Services and Capitals Markets Act of Korea;

•                    Malaysia (or is acquiring Retail Entitlements or New Shares for any person who is in Malaysia), where each relevant person is a person prescribed under Schedules 6 and 7 of the Malaysian Capital Markets and Services Act 2007;

•                    Monaco (or is acquiring Retail Entitlements or New Shares for any person who is in Monaco) where each relevant person is: (i) an existing shareholder of ANZ; or (ii) a bank duly licensed by the Autorite de Controle Prudentiel et de Resolution or licensed portfolio management company by virtue of Law n1.444 of July, 26 1991 and Law 1.338 of September 7, 2007, duly licensed by the Commission de Controle des Activites Financieres;

•                    Norway (or is acquiring Retail Entitlements or New Shares for any person who is in Norway), where each relevant person is a "professional client" as defined in Norwegian Securities Trading Act of 29 June 2007 no. 75;

•                    Singapore (or is acquiring Retail Entitlements or New Shares for any person who is in Singapore), where each relevant person: (i) is an "institutional investor" or an "accredited investor" (as such terms are defined in the Securities and Futures Act of Singapore ("SFA")) (ii) will acquire the Retail Entitlements or New Shares in accordance with applicable provisions of the SFA and (iii) acknowledges that the offer of the Retail Entitlements or New Shares is subject to the restrictions (including resale restrictions) set out in the SFA;

•                    South Africa (or is acquiring Retail Entitlements or New Shares for any person who is in South Africa), where each relevant person is in the category of persons pertaining to “offers that are not offers to the public” as contained in section 96(1)(a) of the South African Companies Act and, as such, is not a person in respect of which the prospectus requirements of the South African Companies Act apply;

•                    Switzerland (or is acquiring Retail Entitlements or New Shares for any person who is in Switzerland), where each relevant person is a "professional client" within the meaning of article 4(3) of the Swiss Financial Services Act ("FinSA") or has validly elected to be treated as a professional client pursuant to article 5(1) of the FinSA;

•                    Taiwan (or is acquiring Retail Entitlements or New Shares for any person who is in Taiwan), where each relevant person is one of the institutional investors under Paragraph 1, Article 43-6 of Securities and Exchange Act of Taiwan: (i) banks, bill finance enterprises, trust enterprises, insurance enterprises, financial holding companies or other institutional investors approved by the Financial Supervisory Commission (the “FSC”) or (ii) sophisticated institutional investors which meet the qualifications promulgated by the FSC under the relevant regulations of Taiwan and acknowledge that the offer and any offer to resell the Retail Entitlements or New Shares are subject to restrictions set out in the Securities and Exchange Act and relevant regulations of Taiwan;

•                    United Arab Emirates (excluding financial zones) (or is acquiring Retail Entitlements or New Shares for any person who is in United Arab Emirates), where each relevant person is a "professional investor" (as defined in the Securities and Commodities Authority Board of Directors’ decision No.13/RM of 2021, as amended);

•                    United Kingdom (or is acquiring Retail Entitlements or New Shares for any person who is in the United Kingdom), where each relevant person is: (i) a "qualified investor" within the meaning of Article 2(e) of the UK Prospectus Regulation ; and (ii) within the categories of persons referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended,

•                    France, Germany, Ireland, Italy, the Netherlands, Belgium, Denmark, Finland, Luxembourg, Spain, Liechtenstein or Sweden (or is acquiring the Entitlements or New Shares for any person who is in France, Germany, Ireland, Italy, the Netherlands, Belgium, Denmark, Finland, Luxembourg, Spain, Liechtenstein or Sweden), where each relevant person is a "qualified investor" (as defined in Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union),

provided that in each case, such person is not in the United States and is not acting for the account or benefit of a person in the United States.

An "Eligible Retail Shareholder" is a person who, as determined by Australia and New Zealand Banking Group Limited at its absolute discretion:

•                    is a registered holder of an ordinary share in Australia and New Banking Group Limited (“Share”) as at the Record Date (being 7.00pm (Sydney time) on 28 June 2021);

•                    has a registered address on the Australia and New Zealand Banking Group Limited share register in Australia or New Zealand;

•                    is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person holds Shares and are acting for the account or benefit of such person in the United States);

•                    was not invited to participate (other than as nominee, in respect of other underlying holdings) under the institutional component of the Offer, and was not treated as an ineligible institutional shareholder under the institutional component of the Offer; and

•                    is eligible under all applicable securities laws to receive an offer under the Offer,

provided that, if such a person (including a nominee or custodian) is acting for the account or benefit of a person in the United States, it may not participate in the Retail Entitlement Offer on behalf of such a person.

An "Excluded Investor" means any person who, as determined by Australia and New Zealand Banking Group Limited at its absolute discretion, is not an Eligible Person, and for the avoidance of doubt includes an Excluded U.S. Investor.

An “Excluded U.S. Investor” means any person who, as determined by Australia and New Zealand Banking Group Limited at its absolute discretion, is in the United States or is acting for the account or benefit of a person in the United States.

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.