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ANZ Shareholders Vote in Favour of Scheme of Arrangement to Establish Non-Operating Holding Company

ANZ announces that ANZ shareholders have today voted in favour of the scheme of arrangement (Scheme) to establish ANZ Group Holdings Limited (ANZ NOHC) as the new listed parent company of the ANZ group and to separate ANZ’s banking and certain non-banking businesses into two groups.


Results of the scheme meeting


In accordance with ASX Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), ANZ advises that the resolution to approve the Scheme (Scheme Resolution), asset out in the Notice of Scheme Meeting included in the Explanatory Memorandum dated 27 October 2022, was passed by the requisite majorities of ANZ shareholders at the scheme meeting held earlier today pursuant to orders of the Federal Court of Australia (Court) on 26 October 2022.


In summary:

• 90.62% of ANZ shareholders present and voting (in person or by proxy) were in favour of the Scheme Resolution; and

• 99.17% of the votes cast by ANZ shareholders were in favour of the Scheme Resolution.


Details of the valid proxies received and votes cast are set out in the attachment to this announcement.


Next Steps


ANZ will apply to the Court for approval of the Scheme. The timing of this Court approval set out in the Explanatory Memorandum has been changed from 10:15am on 22 December 2022 to 10.15am on 19 December 2022.


If the Court approves the Scheme, on 20 December 2022 a copy of the Court orders will be lodged with ASIC, following which the Scheme will become legally effective.


The remaining key dates of the Scheme are set out below.


The above dates are indicative only and may change. ANZ will announce any change to the ASX.


Further information can be found on ANZ’s website www.anz.com/shareholder/centre/.


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