bonus-option-plan-terms-and-conditions

BONUS

OPTION

PLAN

BONUS OPTION PLAN

Shareholders should obtain their own

professional advice on the nancial and tax

implications of participating in the Bonus

Option Plan.

Given the complex nature of taxation and of other

legislation, the variety of jurisdictions involved, and

the diverse taxation and nancial circumstances

applying to ANZ shareholders, ANZ cannot take

responsibility for any advice expressed or implied

in this publication. In addition, changes to taxation

laws and other legislation may occur subsequent

to the preparation of this booklet.

Shareholders should obtain their own professional

advice in relation to the nancial and taxation

implications of participating in ANZ’s Bonus

Option Plan. This booklet does not contain the

information which would be contained in a

prospectus. It is limited to general shareholder

information only and relates only to ANZ’s

ordinary shares.

1. WHAT IS THE BOP?

The BOP enables eligible holders to increase their ANZ shareholding

by forgoing all or part of the dividends payable on their ANZ ordinary

shares and receiving bonus ANZ ordinary shares instead. No other

ANZ securities can participate.

Participation is optional and non-transferrable.

2. WHY PARTICIPATE?

Participants do not pay brokerage, commission or other transaction

costs on ANZ ordinary shares which are issued under the BOP and,

presently, no stamp or other transaction duties are payable by BOP

participants. All ANZ ordinary shares issued under the BOP rank

equally with all other fully paid ANZ ordinary shares on issue.

There is no fee from ANZ for participating in the BOP.

3. WHO CAN PARTICIPATE?

Subject to the restrictions set out below, holders of ANZ ordinary

shares which / who are entitled to receive a dividend payment may

participate in the BOP for an Eligible Dividend.

Until ANZ’s Board decides otherwise, BOP participation is not

available directly or indirectly to any holder of ANZ ordinary shares

(legal or otherwise):

- resident in (or who is acting on behalf, or for the account or benet,

of an entity or person who is resident in) the USA, its possessions or

territories, or Canada; or

- any other country whose laws make the holder ineligible to

participate.

Shareholders are responsible for conrming their eligibility to

participate in the BOP and for obtaining any government approvals

required in connection with the allotment of ANZ ordinary shares

under the BOP.

4. HOW TO PARTICIPATE?

Shareholders can elect to participate in the BOP, vary their

participation or withdraw from the BOP online at anz.com/easyupdate.

Alternatively, shareholders can contact ANZ’s Share Registrar,

Computershare, to obtain a copy of the Election form to complete

and return.

5. WHEN WILL MY PARTICIPATION BEGIN?

If your Election is accepted, participation in the BOP will commence in

respect of the next Eligible Dividend.

Please note, there is a cut-o date for ANZ’s Share Registrar,

Computershare, to receive BOP Elections in order to participate in

the next Eligible Dividend. Please contact Computershare if you wish

to nd out when the last day is for making a BOP Election. If you

miss this date, your Election, if accepted, will apply in relation to the

following Eligible Dividend.

This booklet, including the Terms and Conditions, provides

important information about participating in ANZ’s Bonus

Option Plan (BOP). Please read it carefully if you are considering

making an election to participate in the BOP.

QUESTIONS AND ANSWERS

Capitalised terms not defined in these questions and answers have the meaning given to them in

the Terms and Conditions. These questions and answers are for general information only, and do not

override the Terms and Conditions to the extent of any inconsistency.

BONUS OPTION PLAN

NEED ASSISTANCE?

shareholder.anz.com

anzshareregistry@computershare.com.au

Computershare Investor Services Pty Limited

GPO Box 2975 Melbourne

Victoria 3001 Australia

1800 113 399 (within Australia)

0800 174 007 (within New Zealand)

+61 3 9415 4010 (outside Australia)

BONUS OPTION PLAN

6. HOW DOES THE BOP INTERACT WITH

ANZ’S DIVIDEND REINVESTMENT PLAN?

ANZ also has a Dividend Reinvestment Plan (DRP). If you make an

Election to participate in the BOP and also an election to participate

in ANZ’s DRP, the BOP election will have priority over the DRP Election

to the extent of any conict.

7. HOW DOES THE BOP INTERACT WITH

ANZ’S MANDATORY DIRECT CREDIT

PAYMENT POLICY?

ANZ has a policy that all dividends payable to shareholders in

Australia, New Zealand and the United Kingdom will be paid by direct

credit into their nominated nancial institution account (excluding

credit card accounts).

Any BOP Election will have priority over the submission of Direct

Credit instructions to the extent of any conict.

9. CAN I ELECT TO PARTIALLY

PARTICIPATE IN THE BOP?

Yes. Shareholders can elect full BOP participation (to forgo your

entitlement to a dividend on all ANZ ordinary shares under a

particular holder number) or partial BOP participation (to forgo

your entitlement to a dividend on a nominated number of your ANZ

ordinary shares as specied in the Election).

10. HOW MANY ANZ ORDINARY SHARES

WILL I RECEIVE UNDER THE BOP?

This is worked out according to a formula. The number of bonus

shares issued is calculated by reference to the arithmetic average

of the daily volume weighted average sale price of ANZ ordinary

shares sold on applicable trading platform/s (currently ASX and Cboe

Australia) during the relevant pricing period, less any discount as

determined by the Board.

8. WHAT HAPPENS IF I HAVE MORE

THAN ONE HOLDING OF ANZ ORDINARY

SHARES?

An Election to participate in the BOP relates to a particular holding

under a holder identication number (HIN) / securityholder reference

number (SRN). If you hold ANZ ordinary shares under more than one

HIN / SRN and want more than one holding to participate, you will

need to submit multiple Elections.

EXAMPLE:

Claire holds 1,000 ANZ ordinary shares and wants to fully

participate in the BOP. She has submitted a correctly completed

Election to ANZ’s Share Registrar before the last date for BOP

Elections for the Interim Dividend.

INTERIM DIVIDEND

ANZ has announced an 80 cents per share Interim Dividend

The amount Claire has forgone due to her BOP participation is

$800.00 (80c x 1,000 shares = $800.00)

The BOP price for the relevant dividend is $28.80, so Claire will

receive 27 bonus shares (27 x $28.80 = $777.60)

Claire still has $22.40 unutilised ‘value’ which is not enough for

another BOP share (at $28.80), so $22.40 is carried forward to the

next Eligible Dividend ($800.00 - $777.60 = $22.40)

Claire now holds 1,027 ANZ ordinary shares (1,000 + 27)

FINAL DIVIDEND

ANZ has announced an 80 cents per share Final Dividend

The amount Claire has forgone due to her BOP participation is

$844.00 (80c x 1,027 shares + $22.40 unutilised ‘value’ carried

forward)

The BOP price for the relevant dividend is $28.95, so Claire will

receive 29 bonus shares (29 x $28.95 = $839.55)

Claire still has $4.45 unutilised ‘value’ which is not enough for

another bonus share (at $28.95), so $4.45 is carried forward to the

next Eligible Dividend ($844.00 - $839.55 = $4.45)

Claire now holds 1,056 ANZ ordinary shares (1,027 + 29)

If you participate in ANZ’s BOP and instead wish to receive

dividend payments into your nominated nancial institution

account, submitting a new Direct Credit instruction will not

override the BOP Election. You will need to formally terminate

your participation in the BOP rst.

IMPORTANT:

If you participate in ANZ’s BOP and wish to participate in the

DRP instead, you will need to ensure that your BOP election

is terminated rst. If you wish to partially participate in both

the DRP and the BOP, you must ensure that your DRP and BOP

elections are for the correct number of ANZ ordinary shares each

and that there is no overlap.

BONUS OPTION PLAN

11. HOW DO I KNOW HOW MANY BONUS

SHARES I HAVE RECEIVED?

ANZ will send each BOP participant an advice for each Eligible

Dividend payment showing transaction details.

12. WILL ANZ ORDINARY SHARES RECEIVED

UNDER THE BOP AUTOMATICALLY

PARTICIPATE IN THE BOP?

Yes. Regardless of whether you are a full or partial BOP participant,

shares received under the BOP will automatically be added to those

already participating in the BOP unless you notify ANZ’s Share

Registrar otherwise.

13. WHAT HAPPENS IF I COMBINE MY

SEPARATE SHAREHOLDINGS OR CHANGE

BROKERS?

If you decide to combine your holdings by e.g. converting your

issuer sponsored holding to a CHESS holding or change brokers,

your participation in the BOP may be aected. You should contact

ANZ’s Share Registrar, Computershare, to ensure the appropriate BOP

Election continues to be applied.

14. WHAT ARE THE TAX IMPLICATIONS OF

BOP PARTICIPATION?

AUSTRALIAN CONSIDERATIONS

Bonus shares issued under the BOP are generally not treated as

income under Australian tax law and are not subject to imputation

arrangements in the hands of the shareholder. Such shares are

regarded as having been acquired at the same time as the existing

holding for no extra cost and the cost of the existing holding then

becomes the cost of the aggregate of the existing holding and the

new ANZ ordinary shares.

However, Australian income tax laws contain anti-dividend streaming

provisions which allow the Commissioner of Taxation to make a

determination to treat shares acquired under certain bonus option

plans as taxable dividends. Shareholders are advised to seek

independent tax advice to determine the potential impact of the anti-

dividend streaming provisions.

The BOP may be attractive where capital gains (or other income) tax is

not applicable to the shares.

OVERSEAS CONSIDERATIONS

The BOP may be attractive to shareholders outside Australia. In some

countries bonus shares are not treated as income and therefore may

not attract any tax when received.

In contrast, cash dividends and shares allotted under the DRP may

be treated as income and subject to tax. In particular, for certain

shareholders resident in the United Kingdom there may not be any

tax liability arising upon the issue of bonus shares under the BOP.

So from the earlier example, if Claire terminates her participation

in the BOP, she will forfeit the $4.45 unutilised ‘value’.

So from the earlier example, if Claire sells all of her 1,056 ANZ

ordinary shares and does not acquire any more ANZ ordinary

shares under that HIN / SRN by the Record Date of the next Eligible

Dividend, she is taken to have terminated her participation in the

BOP, and will forfeit the $4.45 unutilised ‘value’.

Alternatively, if Claire sells all of her 1,056 ANZ ordinary shares and

acquires new ANZ ordinary shares under the HIN / SRN used for

the BOP Election by the Record Date of the next Eligible Dividend,

the newly acquired ANZ ordinary shares will automatically

participate in the BOP in accordance with Claire’s existing BOP

Election.

Capital gains tax may apply upon the ultimate disposal of the

ordinary shares which will have no additional cost base for UK capital

gains tax purposes. For New Zealand resident individual shareholders,

any ordinary shares issued, whether under the BOP or DRP, will be

treated as taxable dividend income.

All shareholders should seek independent advice on the nancial

and taxation implications of participating in the BOP, including their

position when they dispose of any of the ANZ ordinary shares so

received.

15. CAN I CHANGE MY PARTICIPATION?

Yes. You can terminate or vary your participation in the BOP at any

time by submitting a new Election. The Election must be received by

ANZ’s Share Registrar by 5pm (Melbourne, Australia time) on the next

relevant BOP Election Date to be eective for that dividend.

16. WHAT HAPPENS TO THE UNUTILISED

‘VALUE’ IF I LEAVE THE BOP?

If you terminate your participation in the BOP, any unutilised ‘value’

in your BOP account will be forfeited. This amount cannot be

transferred for use in connection with participation, if any, in the DRP.

17. WHAT IF I SELL MY ANZ ORDINARY

SHARES?

If you sell all of your ANZ ordinary shares in the holding that was the

subject of the BOP Election and do not hold any ANZ ordinary shares

under the HIN / SRN used for the BOP Election at the Record Date of

the next Eligible Dividend, you are taken to have terminated your

participation in the BOP for that holding and any unutilised ‘value’

will be forfeited.

BONUS OPTION PLAN

1. PARTICIPATION IN THE BOP

1.1 PARTICIPATION BY SHAREHOLDERS

Participation by Shareholders in the BOP is optional, non transferable

and subject to these Terms and Conditions.

The degree of a Shareholder’s participation may, subject to the

restrictions and procedures provided for in these Terms and

Conditions, be varied or terminated by the Shareholder or the

Company at any time.

1.2 SHAREHOLDERS NOT ELIGIBLE TO

PARTICIPATE

A Shareholder who is subject to the laws of a country or place other

than Australia may not be eligible to participate in the BOP because

of legal requirements that apply in that country or place or in

Australia. Allotment of Shares to Shareholders who are not resident

in Australia at the time of allotment will be subject to all necessary

government approvals. It is the responsibility of each Shareholder

to obtain any such approvals. Before electing to participate in the

BOP, Shareholders who are not resident in Australia should seek

professional advice to ascertain if any restrictions apply.

The Board may determine at any time that the right to participate

in the BOP shall not be available to a Shareholder whose registered

address is in a country or place where, in the absence of a registration

statement or other formality, the oer of a right to so participate

would or might be unlawful.

Until the Board otherwise determines, participation in the BOP is not

available directly or indirectly to any entity or person, including any

legal or benecial owner of Shares, who is (or who is acting on behalf

of or for the account or benet of an entity or person who is) in or

resident in the United States of America, its possessions or territories,

or Canada. Copies of BOP documents shall not be mailed or otherwise

distributed or sent into the United States of America, its possessions

or territories, or Canada.

2. APPLICATION TO PARTICIPATE

A Shareholder may apply to participate in the BOP by submitting an

Election. Upon receipt by the Share Registrar of a correctly completed

Election, a Shareholder will, subject to rule 12.1, participate in the BOP

commencing in respect of the next relevant Eligible Dividend.

If a Shareholder is shown on the Share Registry as holding more than

one parcel of Shares and has been allocated a separate, unique holder

identication number or securityholder reference number for each of

those parcels:

(a) a separate Election is required for each of those parcels; and

(b) these Terms and Conditions apply as if each of those parcels were

registered in the name of a separate Shareholder.

If a Shareholder makes an election to participate in the BOP and also

a separate election to participate in the DRP, the BOP election will

have priority over the DRP election to the extent of any conict.

3. DEGREE AND LIMITS ON PARTICIPATION

3.1 DEGREE OF PARTICIPATION

Participation in the BOP may be either “full” or “partial” for:

(a) all of the Shares registered in the name of the Shareholder on a

relevant Record Date; or

(b) the number of Shares registered in the name of the Shareholder

specied in an Election.

An Election which does not specify the degree of participation shall

be deemed to be a request for full participation in the BOP of all

Shares registered in the name of the Shareholder.

An Election which species a number of Shares which is greater than

the Shareholder’s total holding on a relevant Record Date shall be

deemed to be a request for full participation in the BOP of all Shares

registered in the name of the Shareholder for the purposes of the

Eligible Dividend relating to that Record Date.

Shares allotted under the BOP will be added to those already

participating in the BOP and these will automatically forgo future

dividends and generate further bonus shares until the Shareholder

noties the Share Registrar otherwise.

ANZ’S BONUS OPTION PLAN –

TERMS AND CONDITIONS AS AT 3 JANUARY 2023

BONUS OPTION PLAN

3.2 LIMIT ON BOP PARTICIPATION

The Board may determine from time to time that not more

than a specied number or percentage of Shares registered in a

Shareholder’s name may participate in the BOP. If the Board does so,

the Company must notify Shareholders accordingly. Once notied,

each BOP Participant’s participation will be subject to that maximum

threshold and, if any BOP Participant’s participating Shares exceeds

the maximum determined by the Board, the number of Shares

participating will be that maximum number determined by the Board.

If:

(a) the Board determines to impose a limit on the number or

percentage of a Shareholder’s Shares that may participate in the

BOP; and

(b) Shares are held in a broker’s clearing account (as dened in the

Listing Rules) or by a trustee or nominee,

the broker, trustee or nominee will be permitted to participate up to

such limit in respect of each person whose Shares are held that way,

subject to the restrictions and procedures provided for in these Terms

and Conditions.

4. OPERATION OF THE BOP

4.1 APPLICATION OF DIVIDEND

The amount of each Eligible Dividend otherwise payable to a BOP

Participant (but for participation in the BOP) on the BOP Participant’s

BOP Shares will be forgone by the BOP Participant. However, the

Board shall issue and allot to the BOP Participant the number of

Shares determined under rule 4.4.

4.2 BOUND BY CONSTITUTION

By applying to participate in the BOP, a Shareholder agrees to be

bound by the Constitution in respect of all Shares allotted to the

Shareholder under the BOP.

4.3 BOP ACCOUNT

The Company will establish and maintain a BOP Account for each BOP

Participant. The Company will record in each BOP Participant’s BOP

Account the number of BOP Shares held by the BOP Participant, from

time to time, including any Shares allotted under rule 4.4.

4.4 NUMBER OF BOP SHARES TO BE ALLOTTED

The number of Shares (N) which may be allotted to a BOP Participant

in relation to an Eligible Dividend is the quotient (Q) determined in

accordance with the following formula after rounding Q down to the

nearest whole number:

Q = [(S x D) + PB] divided by AP

Where:

S is the number of BOP Shares held by the BOP Participant in the

BOP Participant’s BOP Account on the Record Date in relation to the

Eligible Dividend;

D is the amount in cents per Share of the Eligible Dividend that the

BOP Participant has forgone in respect of the BOP Participant’s BOP

Shares;

PB is the amount expressed in cents (if any) determined in

accordance with rule 4.5; and

AP is the Acquisition Price (expressed in cents) in relation to the

Eligible Dividend.

4.5 PREVIOUS BOP BALANCES

For the purpose of determining under rule 4.4 the number of Shares

which may be allotted to a BOP Participant in respect of an Eligible

Dividend (the applicable Eligible Dividend), if N as determined

in accordance with rule 4.4 for a BOP Participant for the previous

Eligible Dividend is in any case less than the quotient (Q) determined

in accordance with the formula in rule 4.4 for that previous Eligible

Dividend, then, PB in respect of the applicable Eligible Dividend shall

be the amount in cents calculated in accordance with the following

formula:

PB = (Q - N) x AP

Where:

PB is the amount in cents;

Q is the quotient as determined by applying the formula in rule 4.4 in

relation to the previous Eligible Dividend (which for the avoidance of

doubt is before rounding to the nearest whole number);

N is the whole number determined pursuant to rule 4.4 in relation to

the previous Eligible Dividend; and

AP is the amount determined as AP pursuant to rule 4.4 in relation to

the previous Eligible Dividend.

BONUS OPTION PLAN

5. SHARES ALLOTTED UNDER THE BOP

Shares allotted under the BOP will be issued as bonus Shares and

no consideration is payable for the issue of those Shares. The issued

Shares will, from the date of allotment, rank equally in all respects

with all other Shares in the Company, and will be allotted on, or as

soon as practicable after, the payment date of the relevant Eligible

Dividend.

An allotment of bonus Shares to which BOP Participants become

entitled under the BOP shall be eected by the allotment and issue

of such bonus Shares without any amount being credited to the

Company’s share capital account.

Shares allotted under the BOP will be registered on the Share Registry

on which the BOP Participant’s holding of BOP Shares is currently

registered.

6. COST TO SHAREHOLDERS

No brokerage, commission or other transaction costs will be payable

by a Shareholder on Shares provided under the BOP and no stamp or

other transaction duties will, under applicable law at the date of this

document, be payable by a BOP Participant.

7. BOP STATEMENTS

The Company will send to each BOP Participant a BOP statement for

each Eligible Dividend providing full details of the BOP Participant’s

transactions in the BOP and the BOP Account.

8. VARIATION OR TERMINATION OF

PARTICIPATION

Subject to rule 12.1, a BOP Participant may at any time give notice to

the Company:

(a) increasing or decreasing the number of the BOP Participant’s

Shares participating in the BOP; or

(b) terminating the BOP Participant’s participation in the BOP.

If a BOP Participant dies or becomes bankrupt, the participation

of that BOP Participant and any other Shareholder with whom the

deceased or bankrupt BOP Participant was a joint Shareholder will be

terminated upon receipt by the Company of notice of the death or

bankruptcy, as the case may be.

Upon termination of participation in the BOP by a Shareholder for any

reason (other than termination by the Company), the Shareholder will

not be entitled to receive from the Company payment of any money

in respect of a BOP Account at the time at which participation by the

Shareholder in the BOP is terminated or the Shareholder ceases to

participate in the BOP.

9. PARTIAL PARTICIPATION AND DISPOSAL

OF SHARES

Where a BOP Participant with partial participation in the BOP

disposes of part of the BOP Participant’s holding of Shares then,

unless the BOP Participant advises the Company otherwise, the

Shares disposed of will be deemed to be Shares not participating

in the BOP. If the number of Shares disposed of is greater than the

number of the BOP Participant’s Shares not participating in the BOP,

the Shares disposed of will be deducted from the BOP Participant’s

holding of Shares in the following order:

(a) Shares not participating in either the DRP or BOP;

(b) Shares participating in the DRP; and

Where a BOP Participant disposes of all of the BOP Participant’s

holding of Shares without giving the Company notice of termination

of participation and is not registered as the holder of Shares under

the holder identication number / securityholder reference number

which was the subject of the BOP Election at the Record Date of the

next Eligible Dividend, the BOP Participant is taken to have formally

terminated their participation in the BOP.

10. MODIFICATION, SUSPENSION AND

TERMINATION OF THE BOP

The BOP may be modied, suspended or terminated by the Board

at any time upon notice being given to Shareholders. In the case of

a modication, it will be deemed that each existing BOP Participant

will continue to participate under the modied BOP on the basis of

the last Election received by the Company in accordance with these

Terms and Conditions unless the Company is notied to the contrary

by the BOP Participant in an Election.

If the BOP is suspended or terminated, a BOP Participant will not

be entitled to receive from the Company payment of any money

in respect of a BOP Account at the time when participation by the

BOP Participant in the BOP is suspended or terminated. If the BOP is

suspended and subsequently reinstated, subject to rule 8 and unless

otherwise determined by the Board, each Shareholder who was a BOP

Participant before the suspension is taken to continue to participate

in the BOP when it recommences with, subject to these Terms and

Conditions, the same degree of participation as immediately before

the suspension.

BONUS OPTION PLAN

11. SECURITIES EXCHANGE LISTING

The Company will promptly make application for Shares allotted

under the BOP to be listed for quotation on ASX and the New Zealand

Stock Exchange (as applicable).

12. APPLICATIONS AND NOTICES

12.1 APPLICATIONS AND NOTICES TO THE

COMPANY

Applications and notices to the Company shall be in writing and

in accordance with directions set out in the Election. Applications

and notices will be eective upon receipt by the Share Registrar in

accordance with any directions in the Election subject to:

(a) these Terms and Conditions;

(b) in the case of applications to participate in the BOP made on an

Election, acceptance by the Company;

5.00pm (Melbourne, Australia time) (or such other time as the

Board determines) on the BOP Election Date for that Eligible

Dividend; and

(d) any other restrictions that the Board may determine from time to

time.

The Company will not accept an Election from any entity or person

who does not represent that they are not (and that they are not

acting on behalf or for the account or benet of an entity or person

who is) in, or resident in, the United States of America, its possessions

or territories, Canada, or any other jurisdiction which the Board may

determine in its absolute discretion.

12.2 NOTICES FROM THE COMPANY

Any notice to Shareholders or announcement to be made by the

Company or the Board in relation to the BOP (including in relation

to any modication, suspension or termination, any discount or any

other matter provided for in these Terms and Conditions) may be

made:

(a) by notice to ASX for release to the market and on the Company’s

website; or

(b) by notice to Shareholders in accordance with the provisions of the

Constitution which provide for notices to Shareholders.

Any such notice or announcement will be eective from the date

given, or any other date provided for in these Terms and Conditions

or referred to in the notice or announcement.

13. TA XATION

Given the complex nature of taxation and of other legislation, the

variety of jurisdictions involved, and the diverse taxation and

nancial circumstances applying to Shareholders, the Company

cannot take any responsibility for any advice expressed or implied in

this document.

Shareholders should obtain their own professional advice in relation

to the nancial and taxation implications of any of the dividend

alternatives oered.

This document does not contain the information which would be

contained in a prospectus. It is limited to information concerning the

operation of the BOP.

Neither the Company nor any of its directors, ocers, employees,

representatives or agents accept any responsibility or assume any

liability for any taxation liabilities incurred by or imposed upon any

Shareholder as a consequence of the Shareholder participating in the

BO P.

14. GENERAL

(a) The BOP and its operation and these Terms and Conditions shall

be governed by the laws of the State of Victoria.

(b) The accidental omission to give any notice (including any notice

of modication, suspension or termination) to, or the non-receipt

of any notice by, any Shareholder shall not invalidate the notice,

or the eect of the notice, including the modication, suspension

or termination of the BOP as the case may be.

by the Board or the Company may be made or given by the Board

or the Company respectively in its absolute discretion and in the

absence of manifest error is binding on each Shareholder who

elects to participate in the BOP.

(d) The Board has discretion to:

(i) determine any procedures for administration of the BOP that

are consistent with these Terms and Conditions;

(ii) resolve conclusively all questions of fact or interpretation in

connection with the BOP;

(iii) exercise discretions or powers (including any power to make a

choice, decision, determination or resolution) of the Company

under these Terms and Conditions;

(iv) waive strict compliance with any of the provisions of these

Terms and Conditions.

(e) The Company has the power to settle or resolve any diculties,

anomalies or disputes which arise in connection with, or because

of, the operation of the BOP, in the manner it thinks expedient

(either generally or in relation to a particular Shareholder or Share)

and the decision of the Company is binding on all Shareholders of

the Company.

BONUS OPTION PLAN

15. INTERPRETATION

In these Terms and Conditions, the following denitions apply:

“Acquisition Price” in relation to an Eligible Dividend, means the

arithmetic average of the daily volume weighted average sale

price of all Shares sold on ASX and / or any other trading platforms

(for example, Cboe Australia) as the Board may determine from

time to time in the ordinary course of trading on the relevant

trading platform(s) during the Pricing Period, less a discount (if

any) determined by the Board from time to time and notied by

the Company to Shareholders (with the arithmetic average, after

deduction of any discount, rounded to the nearest whole cent but

if the fraction is one half of a cent the amount is to be rounded

down to the nearest whole cent). For the purpose of calculating the

Acquisition Price, the Company may determine at its discretion that a

particular transaction is not to be included in the calculation because,

in the Company’s view, it is not within the ordinary course of trading.

“ASX” means ASX Limited (ABN 98 008 624 691) or the market

operated by it (as the context requires).

“Board” means the directors of the Company acting collectively under

the Constitution or a committee or person to whom the directors of

the Company have delegated a relevant power in accordance with

the Constitution or the Corporations Act 2001 (Cth) (or both).

“BOP” means the Company’s Bonus Option Plan the subject of these

Terms and Conditions.

“BOP Account” means an account established and maintained under

rule 4.3.

“BOP Election Date” means the date determined by the Board and

announced to ASX for calculating participation in the BOP with

respect to the relevant Eligible Dividend.

“BOP Participant” means a Shareholder who is not ineligible to

participate as determined by rule 1.2 and:

(a) whose Election has been received and accepted by the Company

and is eective in accordance with rules 2 and 12; and

(b) who has not ceased to participate by operation of rules 8, 9 or 10.

“BOP Share” means a Share that is taken to be participating in the BOP

in accordance with rules 2, 3.1 and 3.2.

“Cboe Australia” means Cboe Australia Pty Ltd (ABN 47 129 584 667)

or the market operated by it (as the context requires).

“Company” means ANZ Group Holdings Limited (ABN 16 659 510 791).

“Constitution” means the constitution of the Company from time to

time.

“DRP” means the Company’s Dividend Reinvestment Plan.

“Election“ means an application to participate in the BOP in the form

(including electronic form) prescribed or approved by the Company

from time to time.

“Eligible Dividend” means each cash dividend determined by the

Board in respect of Shares and (at the discretion of the Board)

includes any special dividends.

“Listing Rules” means the Listing Rules of ASX as they apply to the

Company from time to time.

“Pricing Period” means, in relation to any Eligible Dividend, the period

of 10 trading days (or such other number of trading days as the

Board may determine from time to time) commencing on the third

trading day immediately following the Record Date in relation to that

Eligible Dividend (or such other day as the Board may determine).

For this purpose, “trading day” means (unless otherwise determined

by the Board) a day which is dened to be a “Trading Day” in the

Listing Rules, other than a day on which the Shares have been placed

in a “trading halt” (as dened in the Listing Rules) or on voluntary

suspension (the suspension of a listed entity’s securities from

quotation requested by the entity as described in Listing Rule 17.2) for

more than 2 hours.

“Record Date” means 5.00 pm (Melbourne, Australia time) (or such

other time as the Board determines) on the date for calculating

entitlements to the relevant Eligible Dividend.

“Share” means a fully paid ordinary share in the Company.

“Share Registrar” means the person appointed as registrar of the

Share Registry from time to time.

“Share Registry” means the Company’s share register maintained by

the Share Registrar.

“Shareholder” means a holder of a Share or Shares from time to time.

16. TRADING RULES

For so long as the Company remains admitted to the ocial list of

ASX, despite anything else contained in these Terms and Conditions:

(a) if the Trading Rules prohibit an act being done by the Company,

the act shall not be done;

(b) nothing contained in these Terms and Conditions prohibits an act

being done by the Company that the Trading Rules require to be

done;

authority is given for that act to be done or not to be done (as the

case may be);

(d) if the Trading Rules require these Terms and Conditions to contain

a provision and they do not contain that provision, these Terms

and Conditions are taken to contain that provision;

(e) if the Trading Rules require these Terms and Conditions not to

contain a provision and they contain that provision, these Terms

and Conditions are deemed not to contain that provision; and

(f) if any of these Terms and Conditions are or become inconsistent

with the Trading Rules, these Terms and Conditions are to

be taken not to contain that provision to the extent of the

inconsistency.

In this rule, Trading Rules mean:

(a) the Listing Rules; and

(b) the operating rules of ASX Settlement Pty Limited

ABN 49 008 504 532.

BONUS OPTION PLAN

PRIVACY

The Corporations Act 2001 provides that, as an ANZ shareholder,

your personal information, including details of your shareholding, is

required to be collected by ANZ for the purpose of maintaining its

your entitlements and requirements as a shareholder of ANZ.

The maintenance and administration of the register of members is

undertaken by ANZ’s Share Registrar, which collects and maintains

your personal information on behalf of ANZ. Your personal

information may be disclosed to governmental and regulatory bodies

to meet ANZ’s disclosure and reporting obligations.

Subject to the provisions of any applicable law, you may access your

personal information at any time by contacting ANZ’s Share Registrar.

You may also obtain a copy of ANZ’s Privacy Policy by calling 13 13 14

(within Australia) or +61 3 9683 9999 (outside Australia) or by visiting

anz.com.

ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791