Anz Group Holdings Limited · ASX:ANZ

Anz — Australia and New Zealand Banking Group — Merger or Acquisition (July 2022)

86 slides from Anz's merger presentation, Jul 18, 2022

  1. Slide 1: Acquisition of Suncorp Bank and Equity Raising

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES 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

  2. Slide 2: Disclaimer and Important Notice

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES DISCLAIMER AND IMPORTANT NOTICE 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,

  3. Slide 3: Disclaimer and Important Notice

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES DISCLAIMER AND IMPORTANT NOTICE 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 info

  4. Slide 4: Disclaimer and Important Notice

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES DISCLAIMER AND IMPORTANT NOTICE 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 n

  5. Slide 5: Contents

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Overview Section 1 Acquisition of Suncorp Bank Section 2 Combined Financial Outcomes Section 3 CONTENTS 3Q22 Trading Update Section 4 Equity Raising Section 5 Appendices ‐ Risks and Uncertainties Appendix A ‐ International Offer Restrictions Appen

  6. Slide 6: Overview

    SECTION 1 OVERVIEW

  7. Slide 7: Overview

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OVERVIEW • Agreed to acquire Suncorp Bank at a purchase price of $4.9b1, representing a P/E of 13.8x2 pre synergies or 9.3x3 post full run-rate synergies and 1.3x P/NTA4 Acquisition of • A high quality Australian banking franchise with ~1.2m custo

  8. Slide 8: Key Investment Highlights

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES KEY INVESTMENT HIGHLIGHTS  High quality franchise with ~1.2m customer relationships, including >0.4m MFI1, and high customer NPS2 Suncorp Bank is a  $47b of home loans with a strong risk profile, $45b in high-quality deposits and $11b in commerc

  9. Slide 9: Executing in Line with Our Four Strategic Imperatives

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES EXECUTING IN LINE WITH OUR FOUR STRATEGIC IMPERATIVES With much of the work to simplify and Creating a simpler, Focusing on areas better balanced bank where we can win strengthen the bank completed, and our digital transformation well-progressed,

  10. Slide 10: We Have Simplified & Strengthened the Bank

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES WE HAVE SIMPLIFIED & STRENGTHENED THE BANK ANZ CAPITAL ALLOCATION ANZ RISK PERFORMANCE Long run loss rate (IEL) bps 35 32 1H16 1H22 26 22 20 Retail & Commercial Institutional Non-core1 Over this time, we’ve sold 29 businesses, and reshaped the Ins

  11. Slide 11: We Are Progressing Our Digital Transformation

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES WE ARE PROGRESSING OUR DIGITAL TRANSFORMATION TOTAL ANZ INVESTMENT SPEND ($m) ANZ PLUS 1,043 5% INVESTMENT EXAMPLES 46% • New retail platform ANZ Plus 663 Purpose-led propositions Mobile-first, human 12% • Sustainable financing capabilities that p

  12. Slide 12: Accelerating Our Focus in Areas Where We Can Win

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ACCELERATING OUR FOCUS IN AREAS WHERE WE CAN WIN ANZ STRATEGY GIVING CUSTOMERS ACCESS TO To improve the financial wellbeing & sustainability of our customers We will do this by providing excellent services, tools and insights Propositions Purpose

  13. Slide 13: Suncorp Bank Is a High Quality Franchise That Strongly Aligns

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES SUNCORP BANK IS A HIGH QUALITY FRANCHISE THAT STRONGLY ALIGNS WITH OUR FOUR STRATEGIC IMPERATIVES • Suncorp Bank is a high quality franchise • Attractive MFI customer base • High customer Net Promoter Score1 • Ranked #2 in home loan satisfaction2

  14. Slide 14: Commitment to Queensland

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES COMMITMENT TO QUEENSLAND ACQUISITION OF SUNCORP BANK1 COMMITMENT TO QUEENSLAND • ANZ has licenced the Suncorp Bank brand for 5-7 years • Allocating $15b of new lending as part of ANZ’s existing renewable lending commitments to support Queensland •

  15. Slide 15: Acquisition of Suncorp Bank

    SECTION 2 ACQUISITION OF SUNCORP BANK

  16. Slide 16: Acquisition of Suncorp Bank

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ACQUISITION OF SUNCORP BANK • Agreed to acquire Suncorp Bank at a purchase price of $4.9b1 • Acquisition aligns with ANZ’s strategy and priorities to help people save for, buy & own a sustainable, liveable and affordable home, Transaction Overview

  17. Slide 17: Acquiring a Strong Customer Franchise in a High Growth State

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ACQUIRING A STRONG CUSTOMER FRANCHISE IN A HIGH GROWTH STATE • ANZ is currently under-represented in Queensland – a growth State of economic importance, the fastest growing domestic economy over the past two decades1 − QLD’s Gross State Product (“

  18. Slide 18: Attractive Queensland-Focused Business with a Strong Customer Franchise

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ATTRACTIVE QUEENSLAND-FOCUSED BUSINESS WITH A STRONG CUSTOMER FRANCHISE GEOGRAPHIC MORTGAGES1 BUSINESS LENDING1 TOTAL DEPOSITS1 DISTRIBUTION1 Strong Queensland franchise with Above system growth underpinned by Opportunity for growth in a balanced

  19. Slide 19: Suncorp Bank Increases ANZ's Exposure to Queensland

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES SUNCORP BANK INCREASES ANZ’S EXPOSURE TO QUEENSLAND GEOGRAPHIC MORTGAGES1 BUSINESS LENDING1 RETAIL DEPOSITS3,4 DISTRIBUTION1 Re-weighting of total lending in line Re-weights ANZ’s mortgage lending in Increased exposure to SME, property Consistent

  20. Slide 20: Provides Increased Scale and Diversification

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PROVIDES INCREASED SCALE AND DIVERSIFICATION HOUSING LENDING HOUSEHOLD DEPOSITS (A$bn) (A$bn) 517 350 430 259 307 289 188 261 170 157 Peer 1 Peer 2 Peer 3 Peer 1 Peer 2 Peer 3 BUSINESS LENDING1 BUSINESS DEPOSITS2 (A$bn) (A$bn) 203 230 181 191 140

  21. Slide 21: Strong Alignment of Purpose and Customer Proposition

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES STRONG ALIGNMENT OF PURPOSE AND CUSTOMER PROPOSITION ANZ SUNCORP BANK To shape a world where people and communities thrive Create a brighter future Purpose / Ambition To improve the financial wellbeing & sustainability of our customers Banking you

  22. Slide 22: Proposed Operating Model Is Robust, Focused on Long-Term Growth & Continuity

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PROPOSED OPERATING MODEL IS ROBUST, FOCUSED ON LONG-TERM GROWTH & CONTINUITY Pre-Completion Solidifying Growth Migration and Transformation Timeframe ~ 12 months ~ 3 years Beyond • Joint integration planning and • Transitional Service Agreement fo

  23. Slide 23: Combined Financial Outcomes

    SECTION 3 COMBINED FINANCIAL OUTCOMES

  24. Slide 24: Summary of Financial Impacts

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES SUMMARY OF FINANCIAL IMPACTS Acquisition of • Agreed to acquire Suncorp Bank at a purchase price of $4.9b1 along with $0.6b2 for Suncorp Bank AT1 capital notes Suncorp Bank6 • Suncorp Bank NPAT of ~$355m3 for the year ended 30 June 2022 • Estimate

  25. Slide 25: Summary of Financial Information – Pro Forma Profit and Loss

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES SUMMARY OF FINANCIAL INFORMATION – PRO FORMA PROFIT AND LOSS1 ANZ Suncorp Bank Summary of key metrics ANZ6 Suncorp Bank 3 Profit and loss (A$m) Combined (LTM Mar-22)2 (LTM Jun-22)3 NIM (%) 1.61% 1.93% Net interest income 14,275 1,245 15,520 CTI (%

  26. Slide 26: Summary of Financial Information – Pro Forma Balance Sheet

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES SUMMARY OF FINANCIAL INFORMATION – PRO FORMA BALANCE SHEET1 ANZ Suncorp Bank Pro forma Balance Sheet (A$b) (Mar-22)2 (Dec-21)3 adjustments4 Combined PRO FORMA ADJUSTMENTS • Pro forma balance sheet is presented to show the impact of the acquisition

  27. Slide 27: June Pro Forma Capital Position for Acquisition & Equity Raise

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES JUNE PRO FORMA CAPITAL POSITION FOR ACQUISITION & EQUITY RAISE Net of ~$1.8bn 1H22 dividend paid 1 July 2022 (~40bps CET1 impact) LEVEL 2 (CET1 %)1 11.1 0.8 % 10.7 -1.1 Jun-22 Equity Raise Suncorp Bank Jun-22 Pro Forma ($3.5bn) (Completion)2 Net o

  28. Slide 28: 3Q22 Trading Update

    SECTION 4 3Q22 TRADING UPDATE

  29. Slide 29: Overview

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OVERVIEW1 Financial • Strong lending and margin momentum was evident across all our major businesses in the quarter, with revenue up 5% (up 6% FX adjusted)2. Deposits were flat performance excluding FX impacts • Adding operational capacity and pro

  30. Slide 30: Capital

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES CAPITAL APRA LEVEL 2 CET1 RATIO - CAPITAL MOVEMENT % 11.07% 10.41% 11.53 -0.14 0.27 11.08 -0.41 -0.17 Further detail on the following page Mar-22 IRRBB RWA Interim FY22 dividend Underlying CRWA Q3 capital generation Jun-22 (incl. assoc. DTA) (net

  31. Slide 31: Interest Rate Risk in the Banking Book (IRRBB)

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES INTEREST RATE RISK IN THE BANKING BOOK (IRRBB) IRRBB RWA IS PRIMARILY DRIVEN BY RATE MOVEMENTS RISK WEIGHTED ASSETS – IRRBB ($b) 50 40 38 • ANZ invests our Investment Term of Capital (IToC)1 along the yield curve to improve and 33 The 3 year smoot

  32. Slide 32: Group Net Interest Margin (NIM)

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES GROUP NET INTEREST MARGIN (NIM) bps 10 164 3 0 0 161 158 -3 0 Higher rate -7 benefits Reversal of margin Ongoing compression on low competition rate deposits 6bps 3bps 1H22 Earnings on Liquidity Asset pricing Asset & Wholesale 3Q22 underlying1 Mar

  33. Slide 33: NIM Considerations

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES NIM CONSIDERATIONS CONSIDERATIONS REMAIN CONSISTENT WITH DISCLOSURES AT 1H22 RESULTS POSITIVES NEGATIVES Higher earnings on capital and replicated deposit portfolio Competitive pressures from rising interest rates Near term Reversal of margin comp

  34. Slide 34: Loans and Deposits

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES LOANS AND DEPOSITS1 NET LOANS & ADVANCES Australia housing ($b) Australia Commercial ($b) Institutional ($b) New Zealand Division (NZDb) ~50% of growth from +1% +3% 7% 1% Financial Institutions 278 280 58 59 175 187 139 140 Mar-22 Jun-22 Mar-22 Ju

  35. Slide 35: Provision Charge

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PROVISION CHARGE TOTAL PROVISION CHARGE / (RELEASE) ($m) 1,558 461 500 564 1,097 131 209 193 264 116 433 258 140 236 14 53 165 164 48 78 -49 -49 23 -53 21 -92 9 0 14 -173 -122 -249 -505 -32 -44 -44 -150 -240 -341 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21

  36. Slide 36: Collective Provision (CP) Balance

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES COLLECTIVE PROVISION (CP) BALANCE COLLECTIVE PROVISION BALANCE & COVERAGE ($m) CP BALANCE BY DIVISION ($b) Mar-19 Sep-19 Mar-20 Sep-20 Mar-21 Sep-21 Mar-22 Jun-22 Australia R&C2 1.83 1.80 2.32 2.85 2.33 2.23 1.89 1.89 1.39% 1.17% 1.25% 1.22% Insti

  37. Slide 37: Risk Weighted Assets (RWA)

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES RISK WEIGHTED ASSETS (RWA) RWA BY CATEGORY ($b) CRWA MOVEMENT – TOTAL GROUP ($b) 7.6 0.0 357.0 449 451 2.4 431 438 348.8 -1.1 -0.7 429 417 48 408 416 48 396 48 48 48 47 15 47 48 38 46 12 22 32 41 13 19 25 Mar-22 FX Volume Risk Model / CVA (incl. J

  38. Slide 38: Exposure at Default (EAD)

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES EXPOSURE AT DEFAULT (EAD) EAD COMPOSITION1 ($b) CREDIT RWA / EAD BY PORTFOLIO2 (%) 1,132 1,103 1,075 1,080 1% 4% 1% 1,045 1% 4% 1% 1,010 4% 60 60 977 5% 1% 4% 4% 59 968 5% 1% 4% 4% 57 56 1% 1% 5% 4% 6% 5% 5% 53 53 52 4% 56 53 4% 28% 29% 56 56 55 5

  39. Slide 39: Impaired Assets / 90+ Days Past Due

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES IMPAIRED ASSETS / 90+ DAYS PAST DUE GROSS IMPAIRED ASSETS BY DIVISION1,3,4 ($b) IMPAIRED LOANS / FACILITIES BY PORTFOLIO3 ($b) 3 2.7 2.5 2.5 2.3 2.1 3.0 0.39% 0.40% 0.40% 2.0 0.35% 0.33% 0.31% 2 1.8 1.6 0.26% 0.23% 2.6 1 2.5 2.5 2.5 0 2.1 Mar-19 S

  40. Slide 40: Australia & New Zealand 90+ Days Past Due (DPD)

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES AUSTRALIA & NEW ZEALAND 90+ DAYS PAST DUE (DPD) CONSUMER PORTFOLIO1,2,3 90+ DPD as a % of total portfolio balances 5.0 4.5 4.0 3.5 3.0 2.5 2.0 1.5 1.0 0.5 0.0 Mar Sep Mar Sep Mar Sep Mar Sep Mar Sep Mar Jun 17 17 18 18 19 19 20 20 21 21 22 22 Aust

  41. Slide 41: Australia Home Loan Portfolio

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES AUSTRALIA HOME LOAN PORTFOLIO HOME LOAN FUM COMPOSITION ($b)1,2,3,4 LOAN BALANCE & LENDING FLOWS ($b)1 281 278 280 14 0 4 271 269 5 4 278 280 264 4 9 8 22 22 22 -16 7 22 6 4 4 43 31 10 17 62 62 63 29 57 52 Mar-22 New Sales Net OFI Refi Redraw & Re

  42. Slide 42: Equity Raising

    SECTION 5 EQUITY RAISING

  43. Slide 43: Key Details of the Offer

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES KEY DETAILS OF THE OFFER Offer size and structure • Fully underwritten 1 for 151 pro rata accelerated renounceable entitlement offer with retail entitlements trading to raise approximately A$3.5 billion (“Entitlement Offer”) • The Entitlement Offe

  44. Slide 44: Equity Raising Timetable

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES EQUITY RAISING TIMETABLE Trading halt and announcement of Entitlement Offer, Institutional Entitlement Offer opens Monday, 18 July 2022 Institutional Entitlement Offer closes Tuesday, 19 July 2022 Institutional Entitlement Offer Shortfall bookbuil

  45. Slide 45: Risks and Uncertainties

    APPENDIX A RISKS AND UNCERTAINTIES

  46. Slide 46: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS (A) INTRODUCTION The ANZ Group’s activities are subject to risks, including risks arising from the coronavirus (COVID-19) pandemic, that can adversely impact its business, operations,

  47. Slide 47: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS (B) RISK ARISING FROM CHANGE IN POLITICAL AND GENERAL BUSINESS AND ECONOMIC CONDITIONS, INCLUDING DISRUPTION IN REGIONAL OR GLOBAL CREDIT AND CAPITAL MARKETS The ANZ Group’s financial

  48. Slide 48: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS Trade and broader geopolitical relationships between the United States and some of its trading partners, such as China, remain volatile. The implementation of trading policies or diver

  49. Slide 49: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS The ongoing impacts of COVID-19 combined with other risks, e.g. geopolitical risk, could exacerbate impacts and materially increase economic disruption. Major disruptions to community

  50. Slide 50: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS The ongoing ramifications of the COVID-19 pandemic remain highly uncertain and, as of the date of this document, it is difficult to predict the further spread or duration of the COVID-

  51. Slide 51: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS The impact on the ANZ Group of an increase in competitive market conditions or a technological change that puts the ANZ Group’s business platforms at a competitive disadvantage, especi

  52. Slide 52: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS In New Zealand, median prices for residential property increased significantly during the 2021 calendar year, peaking in November 2021, but have since moderated. There may be further m

  53. Slide 53: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS (G) RISK THAT CHANGES IN EXCHANGE RATES MAY ADVERSELY AFFECT THE ANZ GROUP’S POSITION As the ANZ Group conducts business in several different currencies, its businesses may be affected

  54. Slide 54: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS (I) RISK THAT THE ANZ GROUP IS EXPOSED TO CREDIT LOSS As a financial institution, the ANZ Group is exposed to the risks associated with extending credit to other parties, including inc

  55. Slide 55: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS • customers and industries exposed to disruption from physical climate risk (e.g. bushfires, floods, storms and drought), and transition risk (e.g. industry exposed to carbon reduction

  56. Slide 56: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS The ANZ Group’s capital ratios may be affected by a number of factors, such as (i) lower earnings (including lower dividends from its deconsolidated subsidiaries such as those in the i

  57. Slide 57: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS (L) RISK THAT LIQUIDITY AND FUNDING RISK EVENTS MAY ADVERSELY AFFECT THE ANZ GROUP’S POSITION Liquidity and funding risk is the risk that the ANZ Group is unable to meet its payment ob

  58. Slide 58: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS The ongoing COVID-19 pandemic also has the potential to complicate the ANZ Group’s dealings with its regulators in a number of ways. In particular, disruptions to the ANZ Group’s busin

  59. Slide 59: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS APRA has indicated that the above changes will likely result in a decrease in RWA, but this would be offset by the increased capital allocation to regulatory buffers. APRA has also ind

  60. Slide 60: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS • Additionally, under changes outlined in the BPR documents, from 1 January 2022 there will be an annual 12.5% reduction in the maximum regulatory capital recognition of ANZ New Zealan

  61. Slide 61: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS • Breakfree / offset action; • the Royal Commission; • security recovery actions; and • warranties, indemnities and performance management fees. In recent years there has been an incre

  62. Slide 62: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS In recent years, there has been an increase in action taken by key AML/CTF regulators against Reporting Entities’ (in Australia, a ‘Reporting Entity’ constitutes a legal entity that pr

  63. Slide 63: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS Consequences can include fines, criminal and civil penalties, civil claims, reputational harm and limitations on doing business in certain jurisdictions. These consequences, individual

  64. Slide 64: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS Loss from operational risk events may adversely affect the ANZ Group’s Position. Such losses can include fines, penalties, imposts (including capital imposts), loss or theft of funds o

  65. Slide 65: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS The ANZ Group may incur reputational damage where one of its practices fails to meet community expectations which are continually changing and evolving. As these expectations may excee

  66. Slide 66: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS Damage to the ANZ Group’s reputation may have wide-ranging impacts, including adverse effects on the ANZ Group’s profitability, capacity and cost of funding, increased regulatory scrut

  67. Slide 67: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS (U) RISK RELATING TO THE DISRUPTION OF INFORMATION TECHNOLOGY SYSTEMS OR FAILURE TO SUCCESSFULLY IMPLEMENT NEW TECHNOLOGY SYSTEMS The ANZ Group’s day-to-day activities and its service

  68. Slide 68: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS The ANZ Group is conscious that cyber threats, such as advanced persistent threats, distributed denial of service, malware and ransomware, are continuously evolving, becoming more soph

  69. Slide 69: Principal Risks and Uncertainties Associated with the Business

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES PRINCIPAL RISKS AND UNCERTAINTIES ASSOCIATED WITH THE BUSINESS Human rights risks can relate to the safety and security of our people, labour rights, modern slavery, privacy and consumer protection, corruption and bribery and land rights. The ANZ

  70. Slide 70: Acquisition Risk Factors for Suncorp Bank

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ACQUISITION RISK FACTORS FOR SUNCORP BANK (a) Analysis of Acquisition opportunity ANZ undertook a due diligence process in respect of the Acquisition, which relied in part on a review of financial, technology, legal and other information provided

  71. Slide 71: Acquisition Risk Factors for Suncorp Bank

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ACQUISITION RISK FACTORS FOR SUNCORP BANK If the Acquisition is not completed for any reason, ANZ will need to consider alternative uses for proceeds of the Entitlement Offer, or ways to return the proceeds (net of transaction costs) to shareholde

  72. Slide 72: Acquisition Risk Factors for Suncorp Bank

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ACQUISITION RISK FACTORS FOR SUNCORP BANK (e) Impairment of intangible assets As part of the Acquisition, ANZ will need to perform a fair value assessment of Suncorp Bank’s assets (including intangibles) and liabilities. In the event that goodwill

  73. Slide 73: Acquisition Risk Factors for Suncorp Bank

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ACQUISITION RISK FACTORS FOR SUNCORP BANK (g) Separation risk Despite the transitional arrangements negotiated with the seller, the separation of Suncorp Bank from the Suncorp Bank group may be more difficult than anticipated. In particular, the n

  74. Slide 74: Entitlement Offer and General Risks

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ENTITLEMENT OFFER AND GENERAL RISKS (a) Underwriting risk ANZ has entered into an underwriting agreement under which two underwriters have agreed to fully underwrite the Entitlement Offer, subject to the terms and conditions of the underwriting ag

  75. Slide 75: Entitlement Offer and General Risks

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ENTITLEMENT OFFER AND GENERAL RISKS n) *hostilities not existing at the date of the underwriting agreement commence or a major escalation in existing hostilities occurs involving specified jurisdictions or a major terrorist attack is perpetrated i

  76. Slide 76: Entitlement Offer and General Risks

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ENTITLEMENT OFFER AND GENERAL RISKS (c) Risk of selling or transferring entitlements If you are an eligible retail shareholder and do not wish to take up your entitlements, you can sell them on ASX or transfer them to another person or entity othe

  77. Slide 77: Entitlement Offer and General Risks

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ENTITLEMENT OFFER AND GENERAL RISKS (e) Dilution If eligible shareholders do not participate in the Entitlement Offer, then their percentage shareholding in ANZ will be diluted and they will not be exposed to future increases or decreases in ANZs’

  78. Slide 78: Entitlement Offer and General Risks

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES ENTITLEMENT OFFER AND GENERAL RISKS (h) Powers of a Banking Act statutory manager In certain circumstances APRA may appoint a statutory manager to take control of the business of an ADI, such as ANZ. Those circumstances are defined in the Banking

  79. Slide 79: International Offer Restrictions

    APPENDIX C INTERNATIONAL OFFER RESTRICTIONS

  80. Slide 80: International Offer Restrictions

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES INTERNATIONAL OFFER RESTRICTIONS This document does not constitute an offer of entitlements (“Entitlements”) and new ordinary shares (“New Shares”) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may

  81. Slide 81: International Offer Restrictions

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES INTERNATIONAL OFFER RESTRICTIONS China This document has not been approved by, nor registered with, any competent regulatory authority of the People's Republic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative R

  82. Slide 82: International Offer Restrictions

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES INTERNATIONAL OFFER RESTRICTIONS India This document does not constitute an offer of securities to the public in India nor a prospectus under the Indian Companies Act, 2013 or an advertisement, and should not be circulated to any person other than

  83. Slide 83: International Offer Restrictions

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES INTERNATIONAL OFFER RESTRICTIONS Monaco The Entitlements and New Shares may only be offered and sold, directly or indirectly, in Monaco (i) by a Monaco bank or a duly authorized Monegasque intermediary acting as professional institutional investor

  84. Slide 84: International Offer Restrictions

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES INTERNATIONAL OFFER RESTRICTIONS South Africa This document does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act 2008 and may not be distributed to the public in South Africa. This

  85. Slide 85: International Offer Restrictions

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES INTERNATIONAL OFFER RESTRICTIONS United Arab Emirates This document does not constitute a public offer of securities in the United Arab Emirates. The Entitlements and the New Shares may not be offered or sold, directly or indirectly, to the public

  86. Slide 86: Further Information

    NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES FURTHER INFORMATION https://www.anz.com/shareholder/centre/ Equity Investors Retail Investors Debt Investors Jill Campbell Cameron Davis Harsh Vardhan Michelle Weerakoon Scott Gifford Group General Manager Executive Manager Senior Manager Manager

Australia and New Zealand Banking Group — Merger or Acquisition (July 2022) on 6ix