Australia and New Zealand Banking : Acquisition and Equity Raising Investor Pack

ACQUISITION OF SUNCORP BANK AND EQUITY RAISING

INVESTOR DISCUSSION PACK

18 JULY 2022

Australia and New Zealand Banking Group Limited 9/833 Collins Street Docklands Victoria 3008 Australia

ABN 11 005 357 522

This investor presentation (Presentation) is dated 18 July 2022 and has been prepared by Australia and New Zealand Banking Group Limited (ABN 11 005 357 522) (ANZ). By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation, you acknowledge and agree to the terms set out below.

This Presentation has been prepared in relation to a pro rata accelerated renounceable entitlement offer of new ANZ ordinary shares (New Shares) with retail entitlements trading, to be made to:

• eligible institutional shareholders of ANZ (Institutional Entitlement Offer); and
• eligible retail shareholders of ANZ (Retail Entitlement Offer),

under section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 (together, the Entitlement Offer). The Entitlement Offer will be used to partly fund ANZ’s acquisition of Suncorp Bank (Acquisition).

SUMMARY INFORMATION

The material in this Presentation is for information purposes only and is current as at 18 July 2022. It is information of a general nature given in summary form and does not purport to be complete. It does not purport to contain all of the information that an investor should consider when making a decision on whether to participate in the Entitlement Offer nor does it contain all the information which would be required in a product disclosure statement, prospectus or other offering document under Australian law or under the laws of any other jurisdiction. It should be read in conjunction with ANZ’s periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au.

No member of ANZ gives any representations or warranties in relation to the statements or information in this Presentation.

The information in this Presentation remains subject to change without notice. ANZ reserves the right to withdraw or vary the timetable for the Retail Entitlement Offer and/or Institutional Entitlement Offer without notice.

NOT FINANCIAL PRODUCT ADVICE

This Presentation is not intended to be and should not be relied upon as advice or as a recommendation to ANZ shareholders or potential investors and does not take into account the investment objectives, financial situation or needs of any particular investor. These should be considered, with or without professional advice when deciding whether to participate in the Entitlement Offer. This Presentation does not constitute financial product advice. Cooling off rights do not apply to an investment in New Shares.

NOT AN OFFER

This Presentation is not and should not be considered an offer or an invitation to acquire New Shares or any other financial products. Each recipient of this Presentation should make their own enquiries and investigations regarding all information included in this Presentation, including the assumptions, uncertainties and contingencies which may affect ANZ’s future operations and the values and the impact that future outcomes may have on ANZ.

The retail information booklet for the Retail Entitlement Offer will be available to eligible retail shareholders in Australia and New Zealand following its lodgement with the ASX. Any eligible retail shareholder in Australian and New Zealand who wishes to participate in the Retail Entitlement Offer should consider the retail information booklet in deciding whether to apply under the Retail Entitlement Offer. Any eligible retail shareholder who wishes to apply for New Shares under the Retail Entitlement Offer or sell their entitlements will need to apply in accordance with the instructions contained in the retail information booklet and the entitlement and application form or follow the sale instructions in the retail information booklet.

FINANCIAL INFORMATION

All figures in this Presentation are in Australian dollars (unless stated otherwise or context requires otherwise).

Financial information of ANZ as at and for the period ended 30 June 2022 is unaudited. Financial information for Suncorp Bank contained in this Presentation has been derived from interim consolidated financial statements of Suncorp Bank and other financial information made available by Suncorp Group in connection with the Acquisition, and ANZ does not take any responsibility for it.

This Presentation includes certain pro forma financial and other information. The pro forma financial information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of ANZ’s views on its, nor anyone else’s, future financial position and/or performance. The pro forma financial information has been prepared by ANZ in accordance with the measurement and recognition principles, but not the disclosure requirements prescribed by the Australian Accounting Standards.

In addition, the pro forma information in this Presentation does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities Exchange Commission, and such information does not purport to comply with Article 3-05 of Regulation S-X.

Investors should be aware that throughout this Presentation, the financial data in this Presentation includes (i) “non-IFRS financial information” under ASIC Regulatory Guide 230 “Disclosing non-IFRS financial information” published by ASIC and (ii) “non- GAAP financial measures” within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934. These measures include cash profit (and metrics presented on a cash profit basis). Statutory profit is adjusted to exclude non-core items to arrive at cash profit, reflecting the result for ANZ’s ongoing activities. Adjustments between statutory profit and cash profit include the following items; economic hedging, revenue and expense hedges and discontinued operations. ANZ believes that this non IFRS/non-GAAP financial information provides useful information to users in measuring the financial performance of ANZ. The non-IFRS financial information does not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Investors are cautioned, 1 therefore, not to place undue reliance on any non-IFRS/non-GAAP financial information and ratios included in this Presentation.

OTHER SOURCES OF SUNCORP BANK INFORMATION

Certain information in this Presentation has been sourced from Suncorp Group or its respective representatives or associates. While steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy. Certain market and industry data used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither ANZ nor its representatives have independently verified any such market or industry data provided by third parties or industry or general publications.

ANZ undertook a due diligence process in respect of the Acquisition, which relied in part on the review of financial and other information provided by Suncorp Group. Despite making reasonable efforts, ANZ has not been able to verify the accuracy, reliability or completeness of all the information which was provided to it. If any such information provided to, and relied upon by, ANZ in its due diligence and in its preparation of this Presentation proves to be incorrect, incomplete or misleading, there is a risk that the actual financial position and performance of Suncorp Bank may be materially different to the expectations reflected in this Presentation.

Investors should also note that there is no assurance that the due diligence conducted was conclusive, and that all material issues and risks in respect of the acquisition have been identified and avoided or managed appropriately (for example, because it was not always possible to negotiate indemnities or representations and warranties to cover all potential risks). Therefore, there is a risk that issues and risks may arise which will also have a material impact on ANZ. This could adversely affect the operations, financial performance or position of ANZ.

PAST PERFORMANCE

Past performance, including the pro forma historical financial information in this Presentation, is given for illustrative purposes only and should not be relied on and is not an indication of future performance. Historical information in this Presentation relating to ANZ is information that has been released to the market.

INVESTMENT RISKS

An investment in ANZ is subject to investment risks and other known and unknown risks, some of which are beyond the control of ANZ. Recipients should have regard to (among other things) the ‘Risks and Uncertainties’ section of this presentation for a non- exhaustive summary of the key risks that may affect ANZ and its financial and operating performance, and the Acquisition.

FORWARD-LOOKING STATEMENTS

This Presentation may contain forward-looking statements or opinions including statements regarding ANZ’s intent, belief or current expectations with respect to ANZ’s business operations, market conditions, results of operations and financial condition, capital adequacy, specific provisions and risk management practices. When used in this Presentation, the words ‘forecast’, ‘estimate’, ‘project’, ‘intend’, ‘anticipate’, ‘believe’, ‘expect’, ‘may’, ‘probability’, ‘risk’, ‘will’, ‘seek’, ‘would’, ‘could’, ‘should’ and similar expressions, as they relate to ANZ and its management, are intended to identify forward-looking statements or opinions.

Those statements: are usually predictive in character; or may be affected by inaccurate assumptions or unknown risks and uncertainties; or may differ materially from results ultimately achieved. As such, these statements should not be relied upon when

making investment decisions. Examples of risk and uncertainties include the following factors, among others, which may be beyond the control of ANZ or Suncorp Bank: the occurrence of any event, change or other circumstances that could give rise to the right of any of ANZ, or Suncorp Bank to terminate the Acquisition agreement; the outcome of any legal proceedings that may be instituted against ANZ or Suncorp Bank; the timing and completion of the transactions, including the possibility that any of the proposed transactions will not close when expected or at all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the possibility that the anticipated benefits of the transactions will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of the economy and competitive factors; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; reputational risk and potential adverse reactions or changes to business or employee relationships; and other factors that may affect future results of ANZ or Suncorp Bank.

These statements only speak as at the date of this Presentation and no representation is made by ANZ, the underwriters and their respective advisors, affiliates, related bodies corporate, directors, officers, partners, employees and agents (Extended Parties) as to their correctness on or after this date. Forward-looking statements constitute “forward-looking statements” for the purposes of the United States Private Securities Litigation Reform Act of 1995. ANZ does not undertake any obligation to publicly release the result of any revisions to these forward-looking statements to reflect events or circumstances after the date of this Presentation to reflect the occurrence of unanticipated events.

To the maximum extent permitted by law, ANZ, the underwriters and each of their respective Extended Parties disclaim any responsibility for the accuracy or completeness of any forward-looking statements whether as a result of new information, future events or results or otherwise. To the maximum extent permitted by law, each of ANZ and the underwriters and their respective Extended Parties disclaim any responsibility to update or revise any forward looking statement to reflect any change in ANZ’s financial condition, status or affairs or any change in the events, conditions or circumstances on which a statement is based, except as required by Australian law.

UNITED STATES RESTRICTIONS

This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States or to any person that is acting for the account or benefit of any person in the United States (to the extent such person is acting for the account or benefit of a person in the United States), or in any other jurisdiction in which such an offer would be illegal. Neither the entitlements nor the New Shares have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the U.S.

Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be purchased, traded, taken up or exercised by, and the New Shares may not be offered or sold, directly or indirectly, to any 2 person in the United States or to any person that is acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States), except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or jurisdiction of the United States.

The distribution of this document may be restricted by law in certain other countries. You should read the important information set out in the section entitled “International Offer Restrictions” .

DETERMINATION OF ELIGIBLITY

Investors acknowledge and agree that the eligibility of investors for the purposes of the Institutional Entitlement Offer or the Retail Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of ANZ and/or the underwriters. Each of ANZ, the underwriters and each of their respective Extended Parties disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law. The underwriters may rely on information provided by or on behalf of institutional investors in connection with managing, conducting and underwriting the Entitlement Offer without having independently verified that information and the underwriters do not assume responsibility for the currency, accuracy, reliability or completeness of that information.

INFORMATION AND LIABILITY

None of the underwriters, nor any of their Extended Parties, nor the advisors to ANZ, have authorised, permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation and do not make or purport to make any statement in this Presentation and there is no statement in this Presentation that is based on any statement by any of those parties.

To the maximum extent permitted by law, ANZ, the underwriters and their respective Extended Parties:

• exclude and disclaim all liability (including without limitation for negligence) in respect of and make no representations or warranties regarding, and take no responsibility for, any part of this Presentation; and
• make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this Presentation.

The underwriters, together with their Extended Parties are full service financial institutions engaged in various activities, which may include trading, financing, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services including for which they have received or may receive customary fees and expenses.

The underwriters and/or their Extended Parties are acting as joint lead managers, bookrunners and underwriters of both the Institutional Entitlement Offer and Retail Entitlement Offer. The underwriters are acting for and providing services to ANZ in relation to the Entitlement Offer and will not be acting for or providing services to ANZ shareholders. The underwriters have been engaged solely as independent contractors and are acting solely in a contractual relationship on an arm’s length basis with ANZ. The engagement of the lead managers and underwriters by ANZ is not intended to create any fiduciary obligations, agency or other relationship between the underwriters and the ANZ shareholders, creditors or potential investors.

The underwriters, in conjunction with their Extended Parties, are acting in the capacity as such in relation to the offering and will receive fees and expenses for acting in this capacity.

In connection with the Entitlement Offer or bookbuilds, one or more investors may elect to acquire an economic interest in the New Shares (Economic Interest), instead of subscribing for or acquiring the legal or beneficial interest in those shares. The underwriters (or their respective Extended Parties) may, for their own respective accounts, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire shares in ANZ in connection with the writing of those derivative transactions in the Entitlement Offer and/or the secondary market. As a result of those transactions, the underwriters (or their respective Extended Parties) may be allocated, subscribe for or acquire New Shares or shares of ANZ in the Entitlement Offer, the bookbuild and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those shares. These transactions may, together with other shares in ANZ acquired by the underwriters (or their respective Extended Parties) in connection with their ordinary course sales and trading, principal investing and other activities, result in the underwriters (or their respective Extended Parties) disclosing a substantial holding and earning fees.

DISCLAIMER

No person is authorised to give any information or make any representation in connection with the Entitlement Offer which is not contained in this Presentation. Any information or representation not contained in this Presentation may not be relied on as having been authorised by ANZ in connection with the Entitlement Offer. The underwriters and their respective Extended Parties take no responsibility for any information in this Presentation or any action taken by you on the basis of such information. To the maximum extent permitted by law, ANZ, the underwriters and their respective Extended Parties exclude and disclaim all liability (including without limitation liability for negligence) for any expenses, losses, damages or costs incurred by you as a result of your participation in or failure to participate in the Entitlement Offer or the information in this Presentation being inaccurate or incomplete in any way for any reason. The underwriters and their respective Extended Parties take no responsibility for the Entitlement Offer and make no recommendation as to whether you or your related parties should participate in the Entitlement Offer nor do they make any representations or warranties to you concerning this Entitlement Offer or any such information, and you represent, warrant and agree that you have not relied on any statements made by the underwriters or any of their Extended Parties in relation to the New Shares or the Entitlement Offer generally and you further expressly disclaim that you are in a fiduciary relationship with any of them.

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