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Proposed Non-Operating Holding Company

This structure is common in many banks around the world and would provide ANZ with greater flexibility and the potential to create additional value for shareholders over time.

Proposed non-operating holding company

ANZ announced today it intends to lodge a formal application with APRA, the Federal Treasurer and other applicable regulators to establish a non-operating holding company and create distinct banking and non-banking groups within the organisation. Following preliminary discussions with APRA on this topic, APRA has advised it has no in-principle objection to the proposed restructure.

This structure is consistent with how many banks are structured and will provide ANZ with greater flexibility and the potential to create additional value for shareholders over time.

Should the proposed restructure proceed, a new listed parent holding company will be created with two wholly owned distinct groups of entities sitting directly beneath it.

These will be the ‘Banking Group’ which will comprise the current Australia and New Zealand Banking Group Limited and its present-day subsidiaries and a ‘Non-Banking Group’, which will allow non-banking businesses to be developed or acquired to help bring the best new technology and complementary non-bank services to our customers. The majority of ANZ’s 1835i (ANZ's external innovation and venture capital partner) investments and other similar holdings will move to the Non-Banking Group.

Under this new structure there will be no impact on customers and no change to how ANZ’s existing banking operations are regulated.

As ANZ proceeds with a formal application, a comprehensive consultation program with shareholders, employees and other stakeholders will be undertaken. The proposal is also subject to regulatory approval and requires approval by the Federal Court and ANZ shareholders.

Please contact the ANZ Share Registry or visit ANZ’s media centre 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.

 

As a shareholder what do I need to do?

Right now, shareholders don’t need to do anything.

If ANZ proceeds with the formal application and obtains regulatory approval, shareholders will have the opportunity to participate in a shareholder vote on the proposed new structure.

ANZ will publish further updates about the timelines here on the Shareholder Centre on anz.com

 

If ANZ proceeds and the application is approved, does anything change about my shareholding?

Nothing will change. You would still be an ANZ shareholder and receive dividends. However, your shares will be in the new listed Non-Operating Holding Company rather than ANZBGL.

 

Why is ANZ considering this new structure?

The Non-Operating Holding Company structure will give ANZ greater flexibility in an evolving and competitive market to deliver a fuller suite of products and services while maintaining appropriate protections for ANZ customers.

 

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 Standar Chartered. 

 

Who approves a Non-Operating Holding Company?

Authorised deposit-taking institutions (ADIs), like Australia and New Zealand Banking Group Limited, need to have their application to put a Non-Operating Holding Company structure in place reviewed and approved by the Board, regulators (including APRA and RBNZ), the Federal Treasurer, Federal Court and ANZ shareholders. 

 

Where is ANZ in this application process?

ANZ is intending to apply for a Non-Operating Holding Company and is currently progressing through the application process with APRA. Based on discussions and material supplied to date, APRA has advised it has no in-principle objection to the proposed restructure. ANZ has also consulted other key Australian and New Zealand regulators and to date has not received any objections. Consultation and engagement is ongoing.

 

When would the new structure be put in place?

Subject to Board, regulator, Federal Treasurer, shareholder and court approval, ANZ expects the new structure will be in place in early 2023.

 

Would ANZ’s credit rating change?

ANZ anticipates Australia and New Zealand Banking Group Limited’s credit rating will remain unchanged. 

 

What are the implications for future share buy backs?

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


Will the management of ANZ change as a result of this proposed new structure?

No.  Shayne Elliott will be the CEO of the Non-Operating Holding Company and the groups of entities beneath. ANZ’s Executive Committee will not change and will be responsible for the broader group including Australia and New Zealand Banking Group Limited and subsidiaries.  Other management committees are being reviewed to understand how the new legal structure might impact them but are expected to largely remain the same.

 

Will the Board change because of this proposed new structure?

It is expected the Board of Australia and New Zealand Banking Group Limited will also become the Board of the Non-Operating Holding Company. It is not anticipated there will be any changes to subsidiary Boards (including ANZ Bank New Zealand Limited).

 

Does the proposed new structure change anything for customers?

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


How will the new structure benefit customers? 

The new structure will deliver improved outcomes for our customers by allowing ANZ to more efficiently invest in non-banking businesses that complement ANZ’s core banking business. This will help enhance the customer experience and deliver the convenience and fuller suite of products and services customers expect.

 

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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