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ANZ's Non-Operating Holding Company

ANZ Group Holdings Limited is an authorised non-operating holding company under the Australian Banking Act.

On 3 January 2023, ANZ implemented a scheme of arrangement to establish ANZ Group Holdings Limited (ANZGHL), a non-operating holding company (NOHC) as the new listed parent company of the ANZ group.

The restructure of ANZ Group is an internal re-organisation of ANZ under which:

  • ANZ Group Holdings Limited is the new listed parent company of the ANZ Group in place of Australia and New Zealand Banking Group Limited (ANZBGL);
  • ANZ’s banking and certain non-banking businesses are separated into two groups, the ANZ Bank Group and ANZ Non-Bank Group; and
  • ANZ ServiceCo is established as an internal service company

The restructure of the ANZ Group involved ANZ shareholders exchanging their existing ANZ shares for shares in ANGHL, which commenced normal trading on the ASX and NZX on 4 January 2023.

ANZ  Group Holdings Limited - is a non-operating holding company that owns or controls other companies but does not carry on an operating business itself

ANZ Bank Group – will hold all of ANZ’s:

  • banking businesses (including ANZBGL and ANZ NZ);
  • international regulated bank operations; and
  • insurance businesses (including ANZ Lenders Mortgage Insurance and ANZ Cover)

ANZ Non-Bank Group - will hold certain non-banking businesses

  • The ANZ Board expects it to be used as a vehicle for innovation and growth in certain non-banking businesses (including banking-adjacent businesses) that ANZ may develop or acquire
  • This will help bring new technology and non-bank services to ANZ customers

ANZ ServiceCo – is an internal service company to hold certain property interests and, in the future, to potentially provide certain central shared service functions across the ANZ Group.

 

ANZ Corporate Structure

 

ANZ Group & ANZ Banking Group boards

ANZ Group & ANZ Banking Group boards
ANZGHL ANZ BH Pty Ltd ANZBGL
Paul O'Sullivan (Chairman) Paul O'Sullivan (Chairman) Paul O'Sullivan (Chairman)
Shayne Elliott (CEO) Shayne Elliott (CEO) Shayne Elliott (CEO)
Richard Gibb Richard Gibb Richard Gibb
Jane Halton AO PSM Jane Halton AO PSM Jane Halton AO PSM
Rt Hon Sir John Key GNZM AC Rt Hon Sir John Key GNZM AC Rt Hon Sir John Key GNZM AC
Holly Kramer Holly Kramer Holly Kramer
Christine O'Reilly Christine O'Reilly Christine O'Reilly
Jeff Smith Jeff Smith Jeff Smith
  John Cincotta# John Cincotta#
  Graham Hodges# Graham Hodges#
     

For individual bios of the Directors click here

#As part of the NOHC restructure, ANZ agreed to appoint an additional Non-Executive Director to the two ANZ Banking Group boards (ANZ BH Pty Ltd & ANZBGL), being the entities at the head of the ANZ Banking Group, who is not also a director of the NOHC (ANZ Group Holdings Limited) or the ANZ Non-Banking Group (Banking Group Director).  Mr Hodges was appointed in February 2023 to fill that role and Mr Cincotta was appointed as an additional Banking Group Director in February 2024. For individual bios of the Banking Group Directors, click on the following links: Graham Hodges and John Cincotta

 

ANZ Non Bank Group interest

ANZ Non-Bank Group interest

INVESTMENT

DESCRIPTION

ANZ NON-BANK
GROUP INTEREST5

1835i trusts

Economic interest in start-up businesses which support or are involved in the developmentof technology and related services in the financial services industry. Interests of varying sizes in these businesses are held by the 1835i trusts in which ANZ has a 100% beneficial interest.

100% economic interest in
1835i trusts

Worldline
merchant acquiring
joint venture

Minority stake in the merchant acquiring business ANZ Worldline Payment Solutions.

49%

Pollination

Pollination provides advisory services, project investment, and asset management for corporations accelerating their transition to net-zero

~12%

Lygon

Lygon is a private blockchain platform which allows customers to request, track and exchange bank gurantees all from the one portal.

25%

Trade Information
Network (TIN)

TIN is a trade data registry, which enables the collation and exchange of original trade supply data between buyers, suppliers and financiers around the globe.

16.7%

5 As disclosed in ‘Proposed restructure of the ANZ Group to establish a non-operating holding company explanatory memorandum’

ANZ's non-operating holding company additional information

The Scheme of Arrangement to establish a non-operating holding company voted on at the 2022 Scheme Meeting was implemented on 3 January 2023

You may find the FAQ section of the 2022 Explanatory Memorandum (Scheme Booklet) helpful (document available under the 'documents' section on this page).

Eligible ANZ shareholders received one ANZ NOHC share for each ANZ share they held. Transitional activities that took place included:

  • ANZ shares suspended from trading on the ASX and NZX at close of trading on 20 December 2022
  • ANZ Group Holdings Limited (ANZ NOHC) shares commenced trading on the ASX on a deferred settlement basis on 21 December 2022.
  • ANZ NOHC shares entered into a trading halt on the NZX on 21 December 2022.
  • ANZ regulatory capital securities (including ANZ’s hybrid securities) quoted for trading on the ASX commenced trading under their new ASX codes on a deferred settlement basis on 21 December 2022
  • Eligible ANZ shareholders received ANZ NOHC shares on the implementation date of 3 January 2023
  • Normal trading of ANZ NOHC shares on the ASX (ASX: ANZ) and NZX (NZX: ANZ) commenced on 4 January 2023.

In May 2022, ANZ announced its intention to lodge a formal application to establish a non-operating holding company and create distinct banking and non-banking groups within the organisation to assist ANZ to better deliver its strategy to strengthen and grow its core business further.

This proposal was subsequently approved by Australian banking regulator the Australian Prudential Regulatory Authority, the New Zealand banking regulator Reserve Bank of New Zealand, the Australian Federal Treasurer, ANZ shareholders and the Federal Court of Australia. 

This structure is consistent with how many financial institutions around the world are structured and will provide ANZ with greater flexibility and the potential to create additional value for shareholders over time. There will be no impact on customers and no change to how ANZ’s existing banking operations are regulated.

Please contact the ANZ Share Registry or visit ASX Announcements for further information. 

What is a Non-Operating Holding Company?

It is a company that owns or controls other companies but doesn’t carry on a business or operations.

 

Now that ANZ has implemented the Scheme, does anything change about my shareholding?

For most shareholders, nothing has changed. You are still an ANZ shareholder and receive dividends. However, your shares are in the new listed non-operating holding company ANZ Group Holdings Limited rather than Australia and New Zealand Banking Group Limited.

A small number of ineligible foreign shareholders did not receive shares in the new listed Non-Operating Holding Company because it is unlawful or unduly onerous or impracticable to issue shares in those countries. Instead, these shareholders received the cash proceeds of a sale of shares.

 

Why has ANZ introduced this new structure?

The Non-Operating Holding Company will help ANZ better compete in an evolving market and will set us up for the future. The new structure will allow our non-banking businesses to operate under policies and procedures that are fit-for-purpose while maintaining an appropriate regulatory environment for the group as a whole.

Establishing a Non-Operating Holding Company will help ANZ better compete in an evolving market and will set us up for the future. The structure will allow our non-banking businesses to operate under policies and procedures that are in a fit-for-purpose while maintaining an appropriate regulatory environment for the group as a whole.

 

Are Non-Operating Holding Companies a new concept? Who uses them?

They’re not new. Non-Operating Holding Companies have existed for decades in multiple sectors around the world.

In Australia companies using a Non-Operating Holding Company structure include Macquarie and Suncorp. Globally, many financial institutions use this structure for a variety of reasons including Barclays, Lloyds Bank, DBS, Citigroup, HSBC and Standard Chartered, and in Australia – Macquarie and Suncorp. 

 

When was the new structure put in place?

The new structure was implemented in January 2023.

 

Has ANZ’s credit rating change?

Australia and New Zealand Banking Group Limited’s credit rating is unchanged. 

 

What are the implications for future share buy backs?

The new structure will have no impact on future share buy backs.


Has management of ANZ changed as a result of this new structure?

No.  Shayne Elliott is the CEO of the Non-Operating Holding Company and the groups of entities beneath. ANZ’s Executive Committee has not changed and will be responsible for the broader group including Australia and New Zealand Banking Group Limited and subsidiaries.  Other management committees are expected to remain the same.

 

Has the Board changed because of this new structure?

The Board of Australia and New Zealand Banking Group Limited (ANZBGL) will also become the Board of the Non-Operating Holding Company. Graham Hodges and John Cincotta are  non-executive directors who have been appointed to the Board of ANZBGL and ANZ BH Pty Ltd and who will not sit on any other boards within the ANZ Group. It is not anticipated there will be any changes to subsidiary Boards (including ANZ Bank New Zealand Limited).

 

Has the new structure changed anything for customers?

No, ANZ is still the same ANZ that has served its customers and communities for more than 185 years. The products, pricing, services or support customers from ANZ are the same. Customers continue to interact with ANZ as they always have and any customer contracts continue to be with the same legal entity. 


How will the new structure benefit customers? 

Consistent with our strategy, the new structure can help ANZ to develop a holistic ‘digital banking ecosystem’ including adjacent, non-banking services, platforms and partnerships that complement ANZ’s core banking business and better meet customers’ needs in the digital age.

Our core focus continues to be on helping our customers:

  • save for, buy and own a sustainable, liveable and affordable home;
  • start or buy and sustainably grow their business; and
  • move capital and goods around the region.   

 

Will the Non-Operating Holding Company affect supplier or partnership arrangements with ANZ?

For the vast majority of suppliers and partners the existing arrangements with ANZ will not be impacted.

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