#1ANZ Bank New Zealand Limited Subordinated Notes Offer Investor Presentation September 2021 CRAIGS INVESTMENT PARTNERS JARDEN FORSYTH BARR HOBSON WEALTH ANZ#2IMPORTANT NOTICE This presentation has been prepared by ANZ Bank New Zealand Limited (ANZ) in relation to the offer (Offer) of unsecured subordinated notes (Subordinated Notes). A limited disclosure document (LDD) has been prepared in respect of the Offer. The LDD is available on the online Disclose Register maintained by the Companies Office at www.disclose-register.companiesoffice.govt.nz/ (offer number OFR13137) or can be obtained from the Joint Lead Managers or your usual financial adviser. This presentation provides information in summary form only and is not intended to be complete. The information in this presentation has been obtained from sources believed to be reliable and accurate at the date of preparation, but its accuracy, correctness, reasonableness and completeness cannot be guaranteed. The information in this presentation is general in nature and does not take account of your individual circumstances. It does not constitute financial, investment, legal, tax or other advice or a recommendation to purchase Subordinated Notes. You should carefully read and consider the LDD, consider the suitability of an investment in the Subordinated Notes in light of your individual risk profile for investments, investment objectives and personal circumstances (including financial and taxation issues) and consult your financial, legal, tax and other professional advisers before deciding to invest in the Subordinated Notes. This investment is riskier than a bank deposit. The Subordinated Notes are complex financial products that are not suitable for many investors. If you do not fully understand how they work or the investment risks associated with them (including possible delays in payment and loss of income and principal invested), you should not invest in them. The LDD only constitutes an Offer to retail investors in New Zealand and to institutional investors in accordance with the selling restrictions set out in the LDD. ANZ has not taken and will not take any action that would permit a public or regulated offering of the Subordinated Notes, or possession or distribution of any offering material in respect of the Subordinated Notes, including this presentation, in any country or jurisdiction where action for that purpose is required (other than New Zealand). The Subordinated Notes may only be offered for sale or sold in compliance with all applicable laws and regulations in any jurisdiction in which they are offered, sold or delivered. The LDD and any disclosure statement, information memorandum, prospectus, circular, advertisement or other offering material in respect of the Subordinated Notes may only be published, delivered or distributed in or from any country or jurisdiction in compliance with all applicable laws and regulations (including those of the country or jurisdiction in which the material is published, delivered or distributed). Specific selling restrictions will apply to an initial offer of the Subordinated Notes in the European Economic Area, the United Kingdom, Australia, Hong Kong, Japan, Singapore, Taiwan and the United States or to US Persons. To the maximum extent permitted by law, none of ANZ as Issuer, ANZ as Arranger, or ANZ, Craigs Investment Partners Limited, Forsyth Barr Limited, Hobson Wealth Partners Limited and Jarden Securities Limited as Joint Lead Managers, or their respective affiliates, directors, officers, partners, employees, advisers and agents, make any representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained in this presentation, or in any further information that may at any time be supplied in connection with the Offer or accept responsibility or liability therefor or for any loss or damage howsoever occurring resulting from the use of or reliance on this presentation by any person. Australia and New Zealand Banking Group Limited (ANZBGL) does not guarantee or support ANZ Bank New Zealand Limited (ANZ) or the Subordinated Notes being issued. The Subordinated Notes do not represent deposits or other liabilities of ANZBGL. ANZ is not an authorised deposit-taking institution under the Banking Act 1959 of Australia (Banking Act). The depositor protection provisions in Division 2 of Part II of the Banking Act do not apply to ANZ. The Notes are not "protected accounts" or "deposit liabilities" within the meaning of the Banking Act and an investment in the Notes is not covered by the Australian Government's Financial Claims Scheme. Capitalised terms used in this presentation have the same meaning as set out in the LDD, unless the context otherwise requires. Page 1 of 22#3AGENDA • Offer Highlights • ANZ Overview • Financial Information Capital Summary Terms and Key Dates • Contact Details and Additional Information Page 2 of 22#4OFFER HIGHLIGHTS ANZ#5OFFER HIGHLIGHTS Feature Issuer Description Offer size Use of proceeds Maturity date Optional redemption dates Interest rate Conversion, exchange or non-viability triggers Issue rating Quotation Offer process Selling restrictions Joint Lead Managers Description ANZ Bank New Zealand Limited (ANZ) Unsecured, subordinated notes (Subordinated Notes) Up to NZ$250 million plus unlimited oversubscriptions The Subordinated Notes are expected to constitute Tier 2 capital for ANZ's regulatory capital requirements. The proceeds of the Offer will be used for general corporate purposes 10 years, maturing on 17 September 2031 First optional redemption date is on 17 September 2026 and then on each subsequent interest payment date The interest rate until the first optional redemption date will be a fixed rate and for subsequent interest periods will be a floating rate Not applicable The Subordinated Notes are expected to be rated A- by S&P Global Ratings Application to quote the Subordinated Notes on the NZX Debt Market has been made. NZX ticker code ANB170 has been reserved for the Subordinated Notes All Subordinated Notes, including oversubscriptions, will be reserved for subscription by clients of the Joint Lead Managers, Primary Market Participants and other persons invited to join the bookbuild. There will be no public pool The offer of Subordinated Notes will only be made to retail investors in New Zealand and to eligible institutional investors ANZ, Craigs Investment Partners, Forsyth Barr, Hobson Wealth and Jarden Page 4 of 22#6ANZ OVERVIEW ANZ#7Notes: OVERVIEW • New Zealand's largest full-service bank - 29% of total assets of registered banks in New Zealand¹ - Assets of NZ$184bn and Liabilities of NZ$167bn as at 31 March 20212 Operating in New Zealand since 1840 • Employs ~6,700 people2; 1 in every 410 employed New Zealanders works for us³ • Diversified business mix reflecting makeup of New Zealand economy Subject to prudential supervision by Reserve Bank of New Zealand • ANZ represented 22.5% of the ANZBGL group's total operating income from continuing operations for the six months ended 31 March 20214 ANZ Credit Ratings (Long Term/Outlook) Standard and Poor's Moody's Investor Services Fitch Ratings 1. RBNZ, Mar-21. Includes assets of ANZ and its subsidiaries 2. ANZ, Mar-21 3. Statistics NZ, Mar-21 4. ANZ/ANZBGL, Mar-21 Page 6 of 22 AA- / Stable A1 / Stable A+ / Stable ANZ#8STRATEGY At ANZ we shape a world where people and communities thrive by improving the financial wellbeing of Kiwis... اس 800 00 ...looking to save for, buy and own a home ...looking to start, buy and grow a business ...looking to move capital and goods around the region Making it easy to join ANZ Making it easy to buy a house Making it easy to manage money We will deliver this by: Making it easy to self- serve Adding value through relevant data ✓ Connecting customers to experts Providing tailored banking solutions Offering tailored insights proactively Being a trusted business partner Page 7 of 22#9ESG AT ANZ NEW ZEALAND ANZ has a long standing commitment to corporate citizenship and incorporating Environmental, Social and Governance (ESG) considerations into our everyday work Signatory to the New Zealand Climate Leaders Coalition ANZ Healthy Homes: • • Interest-free home loan top ups for insulation and heat pumps Discounts on home loans and other benefits for houses with a 6 Homestar rating or higher Living wage accredited employer since 2019 Since 2000, the ANZ Staff Foundation has distributed nearly NZ$7 million in community grants to over 800 charities and community projects nationwide MoneyMinded adult financial literacy programme with community partners Donated NZ$2 million to support vulnerable people through COVID-19 Page 8 of 22#10FINANCIAL INFORMATION ANZ#11SUMMARY OF KEY FINANCIAL INFORMATION KEY FINANCIAL INFORMATION Net Profit After Tax (NZ$m) 6 months ended 31 FY20 FY19 FY18 Mar 21 947 1,373 1,819 1,953 Cost to Income Ratio Net Interest Margin Return on Equity¹ Loan/Deposit Ratio² 38.4% 43.1% 38.4% 35.5% 2.02% 2.05% 2.17% 2.22% 11.6% 9.1% 13.2% 15.1% 112.0% 109.8% 121.2% 121.5% Liquid Assets (NZ$m)³ 29,188 30,736 22,786 21,104 Credit Impairment Charge/(Release) (NZ$m) (70) 403 101 55 Total Impaired Assets (NZ$m) 998 1,169 729 321 Credit Impairment Charge (Release)/Gross Loans & Advances (0.10%) 0.30% 0.08% 0.04% INCOME (NZ$m) Net Interest Income Other Operating Income Total Operating Income 1,673 3,262 3,244 3,150 338 807 946 1,126 2,011 4,069 4,190 4,276 Notes: Source: 1. Return on Equity is Net Profit After Tax for the period over average Equity 2. Net Loans and Advances (incl. assets held for sale) divided by Customer Deposits 3. Value of funding ANZ would be able to raise from repurchase transactions with RBNZ. Includes internal mortgage backed securities ANZ Disclosure Statements Page 10 of 22#12KEY FINANCIALS - BALANCE SHEET NZ$m Mortgages Other Net Loans and Advances Other Assets 31 March FY20 FY19 FY18 2021 95,081 89,258 84,007 78,395 42,407 43,440 48,518 48,071 46,055 47,046 36,891 32,546 Total Assets 183,543 179,744 169,416 159,012 Customer Deposits 122,786 120,863 109,236 104,055 Unsubordinated Debt Subordinated Debt Other Liabilities 18,311 2,441 23,160 21,998 23,767 22,696 2,441 2,440 18,573 19,543 2,439 16,713 Total Liabilities Total Equity Source: ANZ Disclosure Statements Page 11 of 22 166,698 163,875 154,986 145,903 16,845 15,869 14,430 13,109#13CAPITAL ANZ#14Source: ANZ CAPITAL REQUIREMENTS ARE INCREASING • RBNZ's capital requirements are progressively increasing from 1 January 2022 to 1 July 2028: - New Risk Weighted Assets (RWA) portfolio floor of 85% of the standardised model (1 January 2022) - Internal Ratings Based Credit RWA model scalar to increase from 1.06 to 1.20 (1 October 2022) - Capital ratio requirements to progressively increase from 1 July 2022 to 1 July 2028 RBNZ's total capital ratio requirements 20% 18% 18% 16.5% 1.5% 15.5% 16% 14.5% 2.0% 13.5% 14% 12.5% 11.5% 12% 5.5% 10.5% 10% 2.5% 2.5% 8% 2% 2% 6% 2.5% 1.5% 8% 4% 4.5% 2% 4.5% 0% Jul-21 Jul-22 Jul-23 Jul-24 Jul-25 Jul-25 Jul-27 ■Common Equity Tier 1 Capital Conservation Buffer ■Plus Additional Tier 1 - Tier 1 D-SIB Buffer Plus Tier 2 Total Capital Counter-cyclical Buffer Page 13 of 22 Jul-28 Condition of registration Prudential Capital Buffer 9% 9%#15Source: CAPITAL POSITION Until 1 July 2022, RBNZ will allow ordinary dividends of up to 50% of bank earnings • RBNZ expects to remove this pandemic-related dividend restriction from 1 July 2022 (subject to no significant worsening of economic conditions) • Total capital ratio at 31 March 2021 was 15.9%, above the RBNZ's requirement of 10.5% ANZ Capital ratios 15.9% 14.4% 14.4% 13.7% 2.8% 12.3% 0.5% 3.3% 2.7% 1.2% 3.2% 0.4% 13.1% 10.7% 11.1% 11.7% 10.0% Sep 14 Sep 16 Sep 18 Common Equity Tier 1 Sep 20 Additional Tier 1 Mar 21 Tier 2 Total Capital Requirement 10.5% Page 14 of 22#16SUMMARY TERMS AND KEY DATES ANZ#17SUMMARY TERMS Feature Type of instrument Ranking No guarantee Repayment Maturity Date Optional Redemption Dates Description Unsecured subordinated notes providing Tier 2 regulatory capital In a liquidation of ANZ the claims of Holders will rank: • behind the claims of all depositors and holders of other senior debt obligations ⚫ equally with the claims of other Holders and any other securities that rank equally with the Subordinated Notes (e.g. other Tier 2 capital); and • ahead of the rights of ANZ's shareholders and holders of any other securities that rank behind the Subordinated Notes (e.g. Additional Tier 1 capital) The Subordinated Notes are not guaranteed by ANZBGL, any of ANZ's subsidiaries or any other person . The Subordinated Notes must be repaid by ANZ on the Maturity Date • ANZ may repay all or some of the Subordinated Notes earlier on an Optional Redemption Date or if a Tax Event or Regulatory Event occurs • Early repayment is subject to certain conditions, including satisfaction of the Solvency Condition and the prior written approval of the Reserve Bank of New Zealand, which is at its absolute discretion • Holders have no right to request that the Subordinated Notes be repaid early 17 September 2031 First optional redemption date is on 17 September 2026 and then on each subsequent interest payment date For more information, please refer to the Limited Disclosure Document Page 16 of 22#18SUMMARY TERMS (CONT.) Feature Interest payments Issue Margin Interest rate Minimum application amount Brokerage Description Quarterly The Issue Margin will be announced by ANZ via NZX on the Rate Set Date. The Issue Margin for the Subordinated Notes will not change once set The interest rate until the first Optional Redemption Date will be a fixed rate: • sum of the Swap Rate and the Issue Margin . announced on or about the Rate Set Date The interest rate for subsequent interest periods will be a floating rate: sum of the 3 Month Bank Bill Rate plus the Issue Margin if the sum is less than 0% per annum, the floating rate will be deemed to be 0% per annum announced on or about the first Business Day of each interest period NZ$5,000 and in multiples of NZ$1,000 thereafter 0.50% on firm allocations plus 0.50% brokerage, payable by ANZ For more information, please refer to the Limited Disclosure Document Page 17 of 22#19INTEREST PAYMENT Interest may not always be paid when scheduled • The payment of interest on each interest payment date (other than the Maturity Date) and any early repayment of the Subordinated Notes is conditional on ANZ satisfying the Solvency Condition • The Solvency Condition will be satisfied if ANZ is Solvent at the time the payment is due and ANZ is able to pay the amount and still be Solvent immediately after paying the amount • The Solvency Condition does not apply to payments that are required to be made on the Maturity Date ⚫ For the purposes of the Solvency Condition, "Solvent" means satisfying the solvency test contained in section 4 of the Companies Act 1993 • Unpaid interest accumulates. This means that if interest is not paid on the Subordinated Notes on an interest payment date because the Solvency Condition is not satisfied, the unpaid interest will remain owing, will itself bear interest, and will be payable on the earlier of the next Business Day on which the Solvency Condition is satisfied and the Maturity Date Page 18 of 22#20EVENTS OF DEFAULT • The Subordinated Notes have very limited events of default: - - Payment default: an event of default will occur if ANZ does not pay any face value due in respect of the Subordinated Notes within 7 days of its due date, or ANZ does not pay any interest due in respect of the Subordinated Notes within 15 days of its due date Commencement of liquidation: an event of default will occur on the commencement of liquidation of ANZ • To the extent that a payment on the Subordinated Notes is not made because the Solvency Condition is not satisfied, the amount is not due and payable and a payment default cannot occur • If a payment default occurs, Holders may only bring proceedings: - - to recover any amount then due and payable but unpaid on the Subordinated Notes (subject to satisfaction of the Solvency Condition if the payment of the unpaid amount was subject to the Solvency Condition); to obtain an order for specific performance of any other obligation in respect of the Subordinated Notes; or for the liquidation of ANZ Page 19 of 22#21KEY DATES Key dates for the Offer Description Limited Disclosure Document registration Offer open Firm bids due Offer closes Issue Date Expected quotation date Key Date Wednesday, 25 August 2021 Monday, 6 September 2021 Friday, 10 September 2021, 1.00pm NZT Friday, 10 September 2021, 1.00pm NZT Friday, 17 September 2021 Monday, 20 September 2021 Key dates for the Subordinated Notes Description First Interest Payment Date Interest Payment Dates Optional Redemption Dates Maturity Date Key Date Friday, 17 December 2021 17 March, 17 June, 17 September and 17 December in each year until the date on which the Subordinated Notes are repaid Thursday, 17 September 2026 and each subsequent Interest Payment Date Wednesday, 17 September 2031 Page 20 of 22#22CONTACT DETAILS AND ADDITIONAL INFORMATION ANZ Bank New Zealand Limited Amanda Owen Acting Chief Financial Officer Penny Dell Treasurer Chris O'Neale Head of Asset & Liability Management [email protected] [email protected] [email protected] Additional information can be found at: www.anz.co.nz/subordinated-notes Page 21 of 22#23THANK YOU ANZ