# 2025 Annual Report ## ANZ’s distinctive portfolio Two scale markets, two market-leading positions and a well-diversified business model. | Australia Retail¹ | Australia Commercial¹ | |---|---| | 6.4m customers | 0.6m customers | | Top 4 major bank | Top 4 major bank | | Significant opportunity to grow | Significant opportunity to grow | | Institutional | New Zealand | |---|---| | \#1 Institutional Bank across Australia and New Zealand for relationship strength and quality and Best Bank for Corporate Banking in Asia² | \#1 market leader | | Extend leadership | Extend leadership | ¹ Excludes 1.26m Suncorp Bank customers. ² No.1 Relationship Strength Index in the Coalition Greenwich Voice of Client 2025 Australia Large Corporate Relationship Banking Study and Coalition Greenwich Voice of Client 2025 NZ Large Corporate Relationship Banking Study. Best Bank for Corporate Banking in Asia in the Coalition Greenwich Voice of Client 2024 Asian Corporate Banking Study. ## Contents | Section | Page | |---|---| | **Overview** | | | Our 2025 reporting suite | 2 | | 2025 performance snapshot | 5 | | Chairman’s message | 6 | | CEO’s message | 8 | | **Operating environment** | | | Our operating environment | 10 | | Our ambition and strategy | 12 | | About our business | 14 | | **Governance** | | | Governance | 16 | | Directors’ qualifications, experience and special responsibilities | 17 | | Company secretaries qualifications and experience | 23 | | Executive Committee | 24 | | Risk management | 26 | | Improving Non-Financial risk management | 32 | | Our approach to ESG | 34 | | Our approach to climate and environment | 35 | | Five-year summary | 36 | | Performance overview | 38 | | Remuneration report | 52 | | Directors’ report | 92 | | Financial report | 95 | | **Shareholder information** | | | Shareholder information - unaudited | 223 | | Important dates for shareholders 2026 | 225 | | Contacts | 225 | | Glossary | 226 | ## Our 2025 reporting suite | Where to find | Annual Report | Full Year Results Announcement | Corporate Governance Statement | Climate Report | ESG Report | ESG Data and Frameworks Pack | Modern Slavery and Human Trafficking Statement | Voluntary Tax Transparency Report | |---|---|---|---|---|---|---|---|---| | Financial | $\bullet$ | $\bullet$ | $\bullet$ | | | | | | | Governance | $\bullet$ | | $\bullet$ | | | | | $\bullet$ | | Strategy | $\bullet$ | | $\bullet$ | $\bullet$ | $\bullet$ | | | | | Risk | $\bullet$ | | | | | | | | | ESG disclosures and performance | $\bullet$ | | | $\bullet$ | $\bullet$ | $\bullet$ | | | | Climate disclosures and performance | $\bullet$ | | | $\bullet$ | $\bullet$ | $\bullet$ | | | ### Annual Report structure The various elements of the Directors’ Report, including the Operating and Financial Review, are covered on pages 1 to 51. Commentary on our performance overview contained on pages 38 to 51 references information reported in the Financial Report pages 95 to 222. The Remuneration Report on pages 52 to 91 and the Financial Report on pages 95 to 222 have been audited by KPMG. This report covers all of ANZ Group Holdings Limited’s operations worldwide over which, unless otherwise stated, we had control during the financial year 1 October 2024 to 30 September 2025. Monetary amounts in this document are reported in Australian dollars, unless otherwise stated. **ANZ Group Holdings Limited** ABN 16 659 510 791 * 2025 Full Year Results Announcement: anz.com/results * 2025 ANZGHL Annual Report: anz.com/annualreport * 2025 Corporate Governance Statement: anz.com/corporategovernance * 2025 Climate Report: anz.com/esgreport * 2025 ESG Report: anz.com/esgreport **Australia and New Zealand Banking Group Limited** ABN 11 005 357 522 * 2025 ANZBGL Annual Report: anz.com/annualreport * 2025 Basel III Pillar 3 Disclosure: anz.com/results * 2025 United Kingdom Disclosure and Transparency Rules Submission (when released): anz.com/results ### Additional information We produce a suite of reports to meet the needs and requirements of a wide range of stakeholders including shareholders, customers, employees, regulators, non-government organisations and the community. We continue to evolve our disclosures, taking into consideration stakeholder feedback, legislation, guidelines and frameworks. Our 2025 Corporate Governance Statement discloses how we have complied with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (4th edition) and is available at anz.com/corporategovernance. Our 2025 ESG Report provides stakeholders with detailed ESG disclosures, including performance against our ESG targets and our management of material ESG issues. Our 2025 Climate Report outlines our approach and progress towards our Climate and Environment Strategy’s vision to finance a sustainable transition. Our 2025 ESG Data and Frameworks Pack supports the above reports, including key ESG metrics and comparative performance data, and reporting against international standards and frameworks. See pages 34-35 for more on our approach to ESG, and climate and environment. We are continually seeking to improve our reporting suite and welcome feedback on this report. Please address any questions, comments or suggestions to investor.relations@anz.com. ## Disclaimer & important notices The material in this report contains general background information about the Group’s activities current as at 7 November 2025. It is information given in summary form and does not purport to be complete. It is not intended to be and should not be relied upon as advice to investors or potential investors, and does not take into account the investment objectives, financial situation or needs of any particular investor. These should be considered, with or without professional advice, when deciding if an investment is appropriate. ### Forward-looking statements This report may contain forward-looking statements or opinions including statements regarding our intent, belief or current expectations with respect to the Group’s business operations, market conditions, results of operations and financial condition, capital adequacy, sustainability objectives or targets, specific provisions and risk management practices. Those matters are subject to risks and uncertainties that could cause the actual results and financial position of the Group to differ materially from the information presented herein. When used in the report, the words ‘forecast’, ‘estimate’, ‘goal’, ‘target’, ‘indicator’, ‘plan’, ‘pathway’, ‘ambition’, ‘modelling’, ‘project’, ‘intend’, ‘anticipate’, ‘believe’, ‘expect’, ‘may’, ‘probability’, ‘risk’, ‘will’, ‘seek’, ‘would’, ‘could’, ‘should’ and similar expressions, as they relate to the Group and its management, are intended to identify forward-looking statements or opinions. Those statements are usually predictive in character; or may be affected by inaccurate assumptions or unknown risks and uncertainties or may differ materially from results ultimately achieved. As such, these statements should not be relied upon when making investment decisions. There can be no assurance that actual outcomes will not differ materially from any forward-looking statements or opinions contained herein. Also see the Risk management section on pages 26 to 31 in relation to risks that may affect forward-looking statements or opinions, and the `Key Judgements and Estimates’ identified in various places in the Annual Report. The forward-looking statements or opinions only speak as at 7 November 2025 and no representation is made as to their correctness on or after this date. No member of the Group undertakes to publicly release the result of any revisions to these statements to reflect events or circumstances after this date to reflect the occurrence of unanticipated events. ### Climate-related information This report also contains climate-related statements. Those statements should be read with the important notices in relation to the uncertainties, challenges and risks associated with climate-related information in our 2025 Climate Report available at anz.com/esgreport. ## Chairman’s message Paul O’Sullivan Chairman While this has been a challenging year for ANZ, it has also been a year where we have set the bank on the path to long-term, sustained success. Following significant changes - including the appointment of a new CEO and the introduction of a refreshed strategy - our focus is ensuring we successfully embed the new team and strategy. Our full year statutory profit of \$5.89bn was down 10%, largely due to significant items as we addressed a range of customer and regulatory matters and took actions to simplify our business. Our divisional performance was mixed: New Zealand performed well, and Institutional continued to benefit from the transformation undertaken over recent years. Pleasantly, Suncorp Bank continues to achieve strong financial and customer outcomes with improved synergies to come. However, despite asset and deposit growth, our Australia Retail and Australia Commercial divisions are not yet where we want them to be, and driving improvements in these two businesses is a major focus of our refreshed strategy - ANZ 2030 - announced in early October. Notwithstanding a challenging year, the Board proposed a final dividend of 83 cents per share, which reflects the underlying performance of the business as well as our confidence in our ANZ 2030 strategy and recent capital management actions. These actions included ceasing the remaining ~$800 million of the share buy-back, allowing us to return surplus capital of ~$1 billion from our Non-Operating Holding Company. We will also apply a 1.5% discount on the next Divided Reinvestment Plan, which will not be neutralised. We expect to do the same in the first half of 2026, subject to our capital position at the time. This is an equitable way to raise capital and an attractive opportunity for all our shareholders. ### Renewal Without doubt, the extraordinary renewal being undertaken at ANZ is positioning us for a better period ahead. This year we were very pleased to welcome our new Chief Executive Officer, Nuno Matos, who succeeded Shayne Elliott. Nuno is a career banker and brings significant international experience, particularly in retail and institutional banking. Importantly, Nuno also has deep experience leading bank transformations, driving accountability as well as embedding significant improvements in the management of non-financial risk. These are critical areas for ANZ over the coming years. Despite only being with ANZ since May, Nuno has made an immediate impact, most notably with the introduction of our ANZ 2030 strategy. The appointment of a new CEO with deep international experience has been accompanied by a major refresh of our Executive leadership team. This includes the recent appointments of a new Group Chief Risk Officer, Group Chief Information Officer, Group Executive Australia Retail, and Group Executive Operations. With these changes, we consider ANZ’s executive team to have a strong combination of global and local talent. Working with the Board, our new CEO has also prioritised resetting relations with our core regulators and has been personally driving improvements in our non-financial risk capability. He is a hands-on leader with a proven track record of effecting positive change. Our refreshed strategy, which Nuno covers in more detail in his letter to shareholders, will elevate the customer experience, streamline and materially improve our operational capacity and strengthen risk management. Importantly, it will also deliver sustainable financial returns to our shareholders. A core element is the resequencing of our ANZ Plus program. With much of the foundational technology now built, we are prioritising the delivery of a new digital front end and upgrading our eight million retail customers in Australia onto this superior platform by September 2027. Another key priority is fast-tracking the integration of Suncorp Bank customers onto ANZ systems by June 2027 which will significantly simplify our retail business. Your Board has also been through a period of significant renewal with six of the nine joint Group and Bank Board Directors having been appointed since 2023. Our focus now is on embedding these changes successfully and ensuring a period of stability and consolidation at the top levels of the Bank as we focus on delivering our refreshed strategy. As I approach my last term as your Chairman, I am also focused on providing continuity for the CEO, the executive team and the Board. This includes ensuring we have directors with the right skills and experience and I am committed to achieving an orderly succession as Chair in my final term. ### Board Changes In May, we announced Jane Halton AO PSM was finishing her role as a Director of the ANZ Group and we thank her for her service. Jane first joined the Board in 2016 and chaired the Digital Business & Technology Committee, the Ethics, Environment, Social & Governance Committee and the Suncorp Bank company Board, Norfina Limited. We were pleased to welcome experienced company director Alison Gerry to the ANZ Group and Bank Boards. Alison has already made a valuable contribution and will be standing for election at our 2025 Annual General Meeting. Alison, who was previously a director of ANZ Bank New Zealand Limited, brings extensive experience in the financial services and infrastructure sectors. In addition to her role on the ANZ Board, Alison is currently a director of Air New Zealand and is the Chair of Infratil Ltd. This year, following extensive discussions with investors, we have also made changes to the shareholding requirements for non-executive directors. While share ownership levels amongst directors will inevitably increase as the average tenure of the Board increases, we have put in place some changes to expedite this process. This includes requiring that ordinary shares rather than ANZ issued securities are held and more broadly creating a Directors’ Plan where elections and purchases can be made via a trust arrangement. This is relevant given difficulties faced by Directors in trading in shares over much of the last 12 months due to their awareness of regulatory matters and executive and strategic changes. To demonstrate my alignment with shareholders, I will be trading my capital notes for ANZ shares. In addition, I will be re-investing my Board fees in the form of ordinary shares for the remainder of my Chairmanship. There is more information in the Governance section of the annual report on the improvements we have made to the operation of the Board. ### Non-financial risk As we have previously advised, ANZ is undertaking an important transformation to strengthen our management of non-financial risk (NFR). This is one of our core priorities and something the Board is acutely focused on with our remediation plan now approved by APRA. In April, following the agreement of an enforceable undertaking with APRA, we outlined the significant work required. This included a commitment to uplift our core systems, processes and controls, and this work is well underway. The Board appointed Nuno as CEO with an eye to this change and we are confident in his ability to drive the fundamental reform ANZ requires. In just a short time, his leadership is already delivering momentum, including workforce restructuring to improve decision-making, execution and accountability. As part of our commitment to resolving legacy issues, we also reached a settlement with ASIC that addressed failures in our Australian Markets business and our Australia Retail division. While this was a significant financial penalty, and one that should be seen in the context of a new penalties regime, resolving these matters was the right outcome that allows the bank to focus on fixing these issues and remediating impacted customers. We have also incorporated our regulatory commitments into a larger bank wide transformation. This transformation is not just about compliance - it’s about ensuring a better, more competitive bank. A bank that serves its customers well. The Board and executive team are fully committed to this journey, and we believe it is in the best interests of our customers, staff and shareholders. To reinforce the importance of improving our management of NFR, the Board has included a specific objective within the Group scorecard and scorecards for all Group Executives related to our NFR Root Cause Remediation Plan, weighted at 25 per cent. ### Accountability Last year, I noted that the Board’s independent reviews of issues associated with the Markets matters were ongoing and I promised to update you on the outcomes. With the completion of our reviews into these matters, along with issues within Australia Retail and NFR more broadly, the Board has driven comprehensive accountability reviews, resulting in significant reductions in remuneration for certain current and former executives. The Chair of the People & Culture Committee, Holly Kramer, covers this in more detail in the Remuneration Report, however given the significance of the matter, it is appropriate I provide some additional context for shareholders. The Board takes its role in setting the remuneration for the executive team very seriously. This includes not only rewarding management but also holding them to account when things go wrong. In relation to accountability, the Board has been clear that it is good governance to wait until the matters are fully investigated and resolved. In the Remuneration Report you will note that none of our Australian-based Group Executives (excluding two executives in acting roles) were awarded short-term variable remuneration (STVR). Given the circumstances, our new CEO also proposed to the Board that he is also not awarded STVR this year. This is despite these issues pre-dating Nuno’s arrival and his significant progress in remediating our approach to NFR. It is also a reflection of his commitment to leading by example and embedding a culture of accountability. Importantly, and as outlined at last year’s AGM, deferred remuneration means we can also hold executives to account when appropriate. This has been the case this year for our former CEO and the three Group Executives who left ANZ during the year, with the Board determining that some or all equity due to vest in November/December 2025 would be forfeited. The Board believes these outcomes are appropriate and proportionate given the issues we have faced this year. Finally, I would like to thank our customers for entrusting us with their banking business and our shareholders for their continued support. I’d also like to acknowledge the hard work of all our employees. It has been a year of significant change, but we are confident that the actions taken, including the appointment of a CEO and new executive team, put us on track to deliver better value to shareholders. ## CEO’s message Nuno Matos Chief Executive Officer It was a privilege to join in May this year as ANZ's new CEO, a bank with a 197-year heritage. Since then, I have met with many of our shareholders, customers, employees and other key stakeholders, and appreciated all of the feedback and insights I received. I have also spent time in our key markets across Australia, New Zealand, Hong Kong, India and Singapore, while carrying out an extensive strategic review across the bank. During the year we started making organisational changes to help simplify the bank, and reached an agreement to resolve open regulatory investigations, as discussed in more detail by the Chairman. These and other decisions have helped clear the path for our bank’s future, where we will deliver a simpler, more resilient bank that is focused on our customers and delivers value. ### Our refreshed strategy In October, I outlined an refreshed strategy to drive the changes required to deliver material growth over the next five years, called ANZ 2030. At the heart of this strategy is our ambition to unlock ANZ’s potential to win the preference of our customers, shareholders and other stakeholders. **ANZ 2030 is focused on four strategic pillars:** * **Customer First:** With market leading, differentiated and superior propositions, we will raise the standard of every digital and human interaction for our customers. * **Simplicity:** To set the market standard for productivity, we will deliver organisational simplification, divest non-core assets and improve efficiency. * **Resilience:** Leading the industry in trust, safety and risk management, we will adhere to the highest standards of non-financial risk management and strengthen end-to-end accountability across the bank. * **Delivering Value:** To sustainably improve our financial performance, we will create lasting value by delivering higher returning growth and results that matter for our stakeholders. In delivering these pillars, we are supported by our core enablers: our culture, our people and our technology. The strategy will be delivered in two phases. The first, across FY26 and FY27, lays out five immediate priorities which will ensure we get the basics right, including a substantial improvement in productivity and initial investment for growth. In the second phase we will realise the benefits of these foundations, accelerate growth and outperform the market. ### Our immediate priorities Our most immediate priority is to ensure we have the right leadership team and the right culture in place to execute our strategy. I have announced four appointments to my Executive Committee, whose significant global and local experience complements the existing team. The new team members include Pedro Rodeia as our new Group Executive Australia Retail, Stephen White as our new Group Executive Operations, Christine Palmer as our new Group Chief Risk Officer and Donald Patra as our new Group Chief Information Officer. Together, we will build a culture of clarity, decisiveness, self-awareness, execution and accountability while fostering an engaged workforce motivated to execute on our strategy. Our second immediate priority is to bring forward the integration of Suncorp Bank to accelerate value creation for our shareholders, benefit our customers and significantly reduce operational complexity. Work is already well underway, aiming to complete a safe and secure migration of Suncorp Bank customers to ANZ by June 2027. Throughout this journey, we will meet all our Federal and Queensland Government commitments. Our third immediate priority is ensuring the ANZ Plus digital front-end is in the hands of our retail and small business customers as soon as possible. To do this, we are prioritising the development of the ANZ Plus front-end and will upgrade all eight million retail customers in Australia to this new, superior, single channel experience by September 2027. We have also taken significant steps to achieve our fourth priority, reducing duplication across the bank and simplifying the organisation. This includes stopping initiatives that are not aligned with our strategy and prioritising what will make the most difference to our customers. Uplifting our non-financial risk management is a key priority, both now and into the future, given it is critical to everything we do across the bank. A significant amount of work is already underway to support the business and cultural transformation which delivers a better-run bank for our customers and will be executed at pace.¹ We are carrying out an integrated program of work addressing the requirements under the Court Enforceable Undertaking (CEU), while also ensuring we address the ASIC matters resolution program, and other Critical Risk Programs, in an integrated and holistic way. Importantly, on 30 September 2025 we submitted a comprehensive Root-Cause Remediation Plan to APRA as required by the CEU. Pleasingly, APRA has approved the RCRP and the business will now focus on its delivery. I recognise that as CEO, I am ultimately accountable for making sure we get this right. ### Delivering for our customers Through 2025 we continued to invest in improving our customers’ experience with us, including through our leading payments and cash management platform Transactive Global. Our efforts were recognised, with Crisil Coalition Greenwich² naming ANZ the \#1 Institutional Bank across Australia and New Zealand for relationship strength and quality, and the Best Bank for Corporate Banking in Asia. In Australia Commercial we were named Canstar Small Business Bank of the Year for a record 10th time. In New Zealand, we received Canstar Awards including Bank of the Year for our business credit cards, and Most Satisfied Customers for our small business merchant services. We were also named Best Private Bank at the Global Private Banking Awards.³ In Australia Retail, customers have embraced tools like the Digital Padlock, an Australia-first and global best practice feature designed to instantly lock scammers out of customer accounts. This year we also launched CallSafe, a secure phone verification system. In 2025, our people and systems prevented and recovered more than \$220 million⁴ in scam and fraud-related funds across Australia and New Zealand. ### Delivering for the community This year, ANZ continued to support the communities in which we operate. In Australia, this included launching our First Nations Strategy, committed to advancing First Nations’ aspirations for economic self-determination over the next decade. In addition, the bank’s First Nations Guarantee, a program to unlock access to asset finance for First Nations businesses, met and now exceeds a \$150 million milestone. In New Zealand, this year we also launched the second term of our Tākiri-ā-Rangi Te Ao Māori strategy, focused on transforming how we present our business to Aotearoa New Zealand. We also supported the community through our financial education and matched savings program, Saver Plus, which is the largest and longest running program of its kind in the world. Funded by ANZ and the Australian government, Saver Plus is delivered in partnership with Berry Street, Brotherhood of St Laurence and The Smith Family. More than 4,000 Australians participated in Saver Plus this year, totalling approximately 66,700 since 2003 who have saved over \$32.8 million and received more than \$27.9 million in matched savings from ANZ for education costs. At the same time, our flagship financial education program MoneyMinded, continued to support adults on lower incomes to build their financial skills, knowledge and confidence. Our tailored MoneyBusiness program also helped build financial skills and confidence within First Nations communities. More than 1.1 million people have participated in MoneyMinded or MoneyBusiness since 2002, including more than 126,000 people this year alone. ### Thank you Looking back, I reflect on my early months with ANZ as a period of significant change for the bank, which lays strong foundations for future growth. I would like to thank our customers for trusting us with their banking needs, our people for their engagement in driving the change needed to support our strategy, and our shareholders for your continued support. I am confident that our ANZ 2030 strategy sets us up for success and will position us to deliver increased value for many years to come. ¹ See more on non-financial risk on pages 32–33. ² No.1 Relationship Strength Index in the Coalition Greenwich Voice of Client 2025 Australia Large Corporate Relationship Banking Study and Coalition Greenwich Voice of Client 2025 NZ Large Corporate Relationship Banking Study. Best Bank for Corporate Banking in Asia in the Coalition Greenwich Voice of Client 2024 Asian Corporate Banking Study. ³ Professional Wealth Management (PWM)/The Banker Global Private Banking Awards November 2024. ⁴ Includes ANZ Classic, ANZ Plus, ANZ Bank New Zealand, Suncorp Bank. ## Our operating environment Global growth has slowed only marginally this year and Asia remains the fastest growing region. In some cases borrowers are using lower interest rates to improve balance sheets further, rather than borrowing more to spend or invest. ### Economic outlook The imposition of tariffs by the United States has interrupted patterns of trade and raised uncertainty. But tariffs are also adding to the supply-side constraints that were already a challenge. Geopolitical realignments, stronger defence spending, and the rebirth of industry policy in advanced economies have put pressure on productivity. Interest rate reductions are, consequently, likely to be gradual and sporadic. Economic growth is below trend in many jurisdictions. Bond markets are likely to remain alert to fiscal slippage, including in the United States. Private sector balance sheets, in general, are in solid shape, which limits the risk of a sharper slowdown in growth. In some cases borrowers are using lower interest rates to improve balance sheets further, rather than borrowing more to spend or invest. China is facing slower credit growth and adjusting to softer structural drivers of demand. An ageing demographic suggests a shift in the mix of activity over time, including in the commodity sector. India, however, remains the world’s fastest growing large economy and the remainder of Asia is growing faster than the global average. ```mermaid gantt title GDP growth dateFormat YYYY axisFormat %Y section Global 2025f : 2025, 3.2, 0.1 2026f : 2026, 3.2, 0.1 2027f : 2027, 1.9, 0.1 section US 2025f : 2025, 3.4, 0.1 2026f : 2026, 1.8, 0.1 2027f : 2027, 1.9, 0.1 section China (Mainland) 2025f : 2025, 5.1, 0.1 2026f : 2026, 4.8, 0.1 2027f : 2027, 4.6, 0.1 section Asia (ex-Mainland China & India) 2025f : 2025, 3.5, 0.1 2026f : 2026, 3.3, 0.1 2027f : 2027, 3.4, 0.1 section Australia 2025f : 2025, 1.8, 0.1 2026f : 2026, 2.5, 0.1 2027f : 2027, 2.4, 0.1 section New Zealand 2025f : 2025, 2.6, 0.1 2026f : 2026, 2.8, 0.1 2027f : 2027, 0.5, 0.1 ``` *2025f 2026f 2027f* Source: Bloomberg, Macrobond, IMF, ANZ Research as at October 2025 f = forecast ```mermaid gantt title Monetary policy rates dateFormat YYYY axisFormat %Y section US 2025f : 2025, 3.25, 0.1 2026f : 2026, 3.75, 0.1 2027* : 2027, 3.75, 0.1 section Euro area 2025f : 2025, 1.75, 0.1 2026f : 2026, 3.50, 0.1 2027* : 2027, 3.50, 0.1 section UK 2025f : 2025, 3.75, 0.1 2026f : 2026, 3.60, 0.1 2027* : 2027, 3.35, 0.1 section Australia 2025f : 2025, 3.00, 0.1 2026f : 2026, 2.25, 0.1 2027* : 2027, 2.25, 0.1 section New Zealand 2025f : 2025, 3.00, 0.1 2026f : 2026, 0.50, 0.1 2027* : 2027, 0.50, 0.1 section Japan 2025f : 2025, 1.00, 0.1 2026f : 2026, 1.00, 0.1 2027* : 2027, 1.00, 0.1 ``` *2025f 2026f 2027** Source: Bloomberg, ANZ Research as at October 2025 * ANZ Research forecasts are to end of year, except 2027, which is to June 2027. f = forecast ```mermaid xychart-beta title Australian household balance sheet x-axis "Year" [1990, 1992, 1994, 1996, 1998, 2000, 2002, 2004, 2006, 2008, 2010, 2012, 2014, 2016, 2018, 2020, 2022, 2024, 2026] y-axis "AUD, tm" 0 --> 4.0 line "Total household liabilities" [0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0] line "Current financial assets (total assets less property and super)" [0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0] # Data for line "Total household liabilities" (simulated points for trend) set Total household liabilities [0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0] # Data for line "Current financial assets (total assets less property and super)" (simulated points for trend) set Current financial assets (total assets less property and super) [0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0, 0.0] # Actual simulation of the provided chart's trend (approximated) set Total household liabilities [0.5, 0.6, 0.7, 0.8, 0.9, 1.0, 1.2, 1.4, 1.6, 1.8, 2.0, 2.3, 2.5, 2.8, 3.0, 3.4, 3.7, 3.8, 3.9] set Current financial assets (total assets less property and super) [0.5, 0.6, 0.7, 0.8, 0.9, 1.0, 1.1, 1.3, 1.5, 1.7, 1.9, 2.1, 2.4, 2.7, 3.0, 3.3, 3.6, 3.8, 3.9] ``` Source: ABS, Bloomberg, Macrobond, ANZ Research ```mermaid xychart-beta title China trade shares x-axis "Year" [2000, 2002, 2004, 2006, 2008, 2010, 2012, 2014, 2016, 2018, 2020, 2022, 2024, 2026] y-axis "%" 8 --> 17 line "Total trade: ASEAN" [14.5, 14.8, 15.0, 15.2, 15.5, 15.8, 16.0, 16.2, 16.5, 16.8, 16.5, 15.5, 15.0, 15.0] line "Total trade: EU" [12.0, 11.8, 11.6, 11.4, 11.2, 11.0, 10.8, 10.6, 10.4, 10.2, 10.5, 11.0, 11.5, 12.0] line "Total trade: US" [14.0, 13.5, 13.0, 12.5, 12.0, 11.5, 11.0, 10.5, 10.0, 9.5, 10.5, 11.5, 12.5, 13.0] ``` Source: GAC, Bloomberg, Macrobond, ANZ Research ## Our ambition and strategy Our ambition is for ANZ to unlock our potential to win the preference of customers, shareholders and the community. ### Our strategy is focused on the four strategic pillars: * **Customer first:** With market leading, differentiated and superior propositions, we will raise the standard of every digital and human interaction for our customers. * **Simplicity:** To set the market standard for productivity, we will deliver organisational simplification, divest non-core assets and improve efficiency. * **Resilience:** Leading the industry in trust, safety and risk management, we will adhere to the highest standards of non-financial risk management and strengthen end-to-end accountability across the bank. * **Delivering value:** To sustainably improve our financial performance, we will create lasting value by delivering higher returning growth and results that matter for our stakeholders. ### Delivering on this vision In delivering these priorities, we are supported by our core enablers: Culture, People, Technology ### Measuring success under ANZ 2030 Strategy We will measure our progress with a set of key metrics aligned with our strategic pillars. | Pillar | Key performance indicator | |---|---| | Customer first | Strategic Net Promoter Score "(NPS)",¹ | | | Net Main Financial Institution "(MFI)" customer growth in Retail and Commercial,² | | | Relationship strength position for Institutional,³ | | Simplicity | Cost to Income "(CTI)" ratio, % | | | Deliver Gross cost savings in FY26 | | | Suncorp Bank cost synergies | | Resilience | NFR remediation progress | | | Common Equity Tier 1 "(CET1)" Capital Ratio | | Delivering value | Return on Tangible Equity "(ROTE)", % | | | Revenue / Risk-weighted assets, % | ¹ Separate for Australia Retail, Australia Commercial, New Zealand Personal & New Zealand Business. ² For Australia Retail and Commercial MFI relationships are based on who consumers perceive to be their main bank. New Zealand Retail MFI definition: customers with income greater than or equal to \$1000 in a month or customers with deposits greater than or equal to \$2000 in the month or customers with POS transactions in at least 8 different merchants in a month. NZ Business MFI definition: More than 5 POS transactions or at least 10 customer-initiated transactions. ³ Coalition Greenwich Large Corporate Relationship Banking survey (Australia, New Zealand) and Coalition Greenwich Voice of Client Asian Corporate Banking Study. ## About our business We operate across a diverse business structure We have a combination of two scale markets in Australia and New Zealand, two market-leading positions, in Institutional and New Zealand, and a well-diversified business model which includes Asia. Well executed, this combination is more powerful than a single market or single segment concentration. We have the right strategic perimeter, and we are banking the right customer segments in the right geographies. ### Our Business Model 1. **Australia Retail** Banking products and services provided to Australian consumers including home loans, deposits, credit cards and personal loans. 2. **Australia Commercial** Banking products and services provided to small-to-medium enterprises, large commercial customers and high-net-worth individuals and family groups in Australia. 3. **Institutional** Services to institutional and corporate clients, including governments, via Transaction Banking, Corporate Finance and Markets business units. 4. **Suncorp Bank** Banking and related services to retail, commercial, small and medium enterprises and agribusiness customers in Australia. 5. **New Zealand** Banking products and services provided to New Zealand customers through Personal, Business and Agribusiness units. 6. **Pacific** Banking products and services provided to retail and commercial customers, and to governments located in the Pacific region. 7. **Group Centre** Supporting functions including technology, property, risk management, financial management, treasury, human resources, corporate affairs, and shareholder functions. It also includes minority investments in Asia and interests in the ANZ Non-Bank Group. Our international presence and profit composition by geography¹ | Region | Amount | |---|---| | Rest of the world | \$840 million | | Australia | \$2,789 million | | New Zealand | \$2,158 million | **Asia** China, Hong Kong, India, Indonesia, Japan, Laos, Malaysia, The Philippines, Singapore, South Korea, Taiwan, Thailand, Vietnam. **Pacific** Cook Islands, Fiji, Kiribati, Papua New Guinea, Samoa, Solomon Islands, Timor–Leste, Tonga, Vanuatu. **Europe** France, Germany, United Kingdom. **Middle East** United Arab Emirates (Dubai). **United States of America** ¹ On a cash profit basis. Excludes non-core items included in statutory profit. It is provided to assist readers in understanding the result of the ongoing business activities of the Group. For further information on adjustments between statutory and cash profit refer to page 40. ### 40 years in Germany The European Union is one of the largest economies in the world, and ANZ’s presence in Frankfurt places us at the centre of this dynamic region. Since receiving our German banking licence in 1985, ANZ has grown into a trusted partner for some of Germany and Switzerland’s largest multinational companies. With deep institutional banking expertise, our team are well-positioned to help clients capitalise on the evolving opportunities in Europe – from energy transition to industrial transformation. Our team’s focus is clear: to support clients with trade and investment flows across Europe, Australia, New Zealand and Asia Pacific. ## Governance Our strong governance framework provides a solid structure for effective and responsible decision-making within the organisation. Information on the Group’s Board, Board Committees, 2025 Board areas of focus and governance framework is contained in the 2025 Corporate Governance Statement, available at anz.com/corporategovernance ### Directors’ meetings The number of Board and Board Committee meetings held during the year and each Director’s attendance at those meetings are set out below¹: | Director | Board (A) | Board (B) | Risk Committee (A) | Risk Committee (B) | Audit Committee (A) | Audit Committee (B) | People & Culture Committee (A) | People & Culture Committee (B) | Ethics, Environment, Social and Governance Committee² (A) | Ethics, Environment, Social and Governance Committee² (B) | Digital Business and Technology Committee (A) | Digital Business and Technology Committee (B) | Special Committee of the Board (A) | Special Committee of the Board (B) | Nomination and Board Operations Committee (A) | Nomination and Board Operations Committee (B) | Shares Committee³ (A) | Shares Committee³ (B) | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | Paul O'Sullivan | 13 | 13 | 8 | 8 | 8 | 8 | 6 | 6 | 4 | 4 | 3 | 3 | 4 | 4 | 2 | 2 | 3 | 3 | | Shayne Elliott⁴ | 9 | 9 | | | 1 | 1 | 1 | 1 | | | | | | | | | | | | Alison Gerry⁵ | 4 | 4 | 3 | 3 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | | | | | | | | Richard Gibb | 13 | 13 | 8 | 8 | 8 | 8 | 3 | 3 | 3 | 3 | 3 | 3 | 2 | 2 | | | | | | Jane Halton, AO PSM⁶ | 8 | 7 | | | 3 | 3 | 3 | 3 | 2 | 2 | | | | | 1 | 1 | | | | Holly Kramer | 13 | 13 | 8 | 8 | 6 | 6 | 4 | 4 | 4 | 4 | 4 | 4 | 2 | 2 | 1 | 1 | | | | Nuno Matos⁷ | 4 | 4 | 2 | 2 | 1 | 1 | | | | | | | | | | | | | | Christine O'Reilly | 13 | 13 | 8 | 8 | 8 | 8 | 6 | 6 | 4 | 4 | | | 2 | 2 | | | | | | Jeff Smith | 13 | 13 | 8 | 8 | 6 | 6 | 3 | 3 | 3 | 2 | 2 | 2 | 2 | | | | | | Scott St John | 13 | 13 | 8 | 8 | 8 | 8 | 4 | 4 | 3 | 3 | 2 | 2 | | | | | | | ¹ Column A indicates the number of meetings the Director was eligible to attend as a member. Column B indicates the number of meetings attended. With respect to Committee meetings, the table above records attendance of Committee members. ¹ Directors also participated in an additional 14 briefings and working group meetings in relation to the regulatory matters highlighted in the Chairman's message. ² The Ethics, Environment, Social and Governance Committee has ceased to operate, with its last meeting held in May 2025. ³ The meetings of the Committee of the Board and Shares Committee as referred to in the table above include those conducted by written resolution. ⁴ Shayne Elliott ceased as Chief Executive Officer and Executive Director on 11 May 2025. ⁵ Alison Gerry commenced as a Non-Executive Director on 9 May 2025. ⁶ Jane Halton, AO PSM ceased as a Non-Executive Director on 31 March 2025. ⁷ Nuno Matos commenced as Chief Executive Officer and Executive Director on 12 May 2025. ### Directors’ qualifications, experience and special responsibilities As at the date of this report, the ANZGHL Board comprises seven Non-Executive Directors and one Executive Director, the Chief Executive Officer. Each Director of ANZGHL is also a member of the Board of ANZBGL. Graham Hodges and John Cincotta are Non-Executive Directors of ANZBGL only. The Board of ANZGHL is otherwise identical to the Board of ANZBGL. The names of the current Directors, together with details of their qualifications, experience and special responsibilities are set out below. | Committee | Audit Committee | Risk Committee | Digital Business and Technology Committee | Nomination and Board Operations Committee | People and Culture Committee | |---|---|---|---|---|---| Nuno Matos joined the Board as Chief Executive Officer and Executive Director on 12 May 2025. Shayne Elliott, who had served in that role since 2016, retired on 11 May 2025. Alison Gerry joined the Board on 9 May 2025 as a Non Executive Director – Alison will stand for election as a Director at the Group’s AGM on 18 December 2025. Jane Halton, AO PSM ceased as a Non-Executive Director on 31 March 2025, having served on the Board since 2016. Given ANZBGL was the listed head entity of the Group until January 2023, information is included below on the date each Director became a member of the Board of the listed head entity of the Group.¹ ¹ Paul O’Sullivan, Christine O’Reilly and Jeff Smith each became a Director of ANZGHL on 20 December 2022 – the remaining Directors joined the Board after this date. #### Paul O’Sullivan **Age 65 years** **Residence Sydney, Australia** **Qualifications** BA (Mod) Economics, Advanced Management Program of Harvard **Responsibilities** Chairman since October 2020 and a Non-Executive Director since November 2019. Paul is an ex-officio member of all Board Committees and Chair of the Nomination and Board Operations Committee. **Career** Paul has extensive experience in technology and digitisation. Paul’s executive career includes leadership roles at Singapore Telecommunications (Singtel) and Optus. At Optus he served as Chief Executive Officer from 2004 to 2012. He later became Chief Executive Officer of Singtel Group Consumer. This role involved managing operations in Singapore and Australia and overseeing investments in major regional telecom companies. Paul also has experience working on the roll-out of major digital infrastructure in Asia, including in his role as a Commissioner at Indonesia’s largest communications company, Telkomsel, and as a Director of Bharti Airtel, one of India’s leading mobile providers. He also previously held management positions at the Colonial Group and Royal Dutch Shell Group in Canada, the Middle East, Australia and the United Kingdom. **Relevant other directorships** Chairman: Western Sydney Airport Corporation (from 2017) and St Vincent’s Health Australia (from 2025, Director from 2019). **Relevant former directorships held in last three years include** Former Chairman: Singtel Optus Pty Limited (2014–2025, Director from 2004) and Norfina Limited (Suncorp Bank) (2025–2025, Director from 2025). Former Director: Indara Digital Infrastructure (formerly Australian Tower Network Pty Ltd) (2021–2023). #### Nuno Matos **Age 57 years** **Residence Melbourne, Australia** **Qualifications** BBA, MBA **Responsibilities** Chief Executive Officer and Executive Director since 12 May 2025. **Career** Nuno has more than 30 years of experience in retail, commercial and wholesale banking, including leading large-scale transformations across global markets. Before joining ANZ in May 2025, Nuno was most recently Chief Executive Officer of Wealth and Personal Banking at HSBC. In that role he was responsible for 87,000 employees serving approximately 40 million customers across 35 markets. At HSBC, Nuno held other senior roles including Chief Executive Officer HSBC Bank plc and HSBC Europe, where he oversaw the transformation of its European business. He also previously served as Chief Executive Officer Mexico and Regional Head of Retail Banking in Latin America. Nuno joined HSBC in 2015 from Santander, where he was most recently Global Head of Consumer in the Retail and Commercial Division. Nuno began his career as an analyst in the banking supervision department of Banco de Portugal. He has worked in many different markets including Hong Kong, the United Kingdom, the United States, Spain, France, Brazil, Mexico and Peru. **Relevant other directorships** Director: The Financial Markets Foundation for Children (from 2025). #### Alison Gerry **Age 60 years** **Residence Queenstown, New Zealand** **Qualifications** BMS (Hons), MAppFin **Responsibilities** Non-Executive Director since May 2025. Alison is a member of the Audit Committee, People & Culture Committee, Digital Business and Technology Committee and Nomination and Board Operations Committee. **Career** Alison has more than 35 years of experience in the financial services and infrastructure sectors. She is an accomplished director, with a strong focus on strategic transformation and digital innovation. Alison’s executive career began with roles at Macquarie Bank and HSBC, and she later became Group Treasurer at Lion in Sydney. She also contributed as a Visiting Fellow teaching in the Masters of Applied Finance program at Macquarie University for 12 years. Since transitioning to governance in 2007, Alison has served on several prominent boards, including ANZ Bank New Zealand Limited, Kiwibank Limited (Deputy Chair), NZX Limited, Spark New Zealand, TVNZ and Vero Insurance. She was also Founding Chair of online investment platform, Sharesies. Alongside her professional roles, Alison is co-founder of On Being Bold, a platform promoting women in leadership. Alison is a Fellow of both the Institute of Directors in New Zealand and INFINZ. **Relevant other directorships** Chairman: Infratil Limited (from 2022, Director from 2014). Director: Air New Zealand Limited (from 2021). **Relevant former directorships held in last three years include** Former Chairman: Sharesies Group Limited (2017–2025). Former Director: ANZ Bank New Zealand Limited (2019–2025). #### Richard Gibb **Age 58 years** **Residence Sydney, Australia** **Qualifications** Mcom, BEc **Responsibilities** Non-Executive Director since February 2024. Richard is Chair of the Risk Committee and a member of the Audit Committee, Digital Business and Technology Committee and Nomination and Board Operations Committee. **Career** Richard has more than 35 years of international experience across financial services including commercial and investment banking and wealth management. He has significant expertise in global financial markets, risk management and regulatory change, particularly in sectors facing strategic disruption and international expansion. Richard’s executive career includes the role of Chief Executive Officer of Credit Suisse Australia from 2019 to 2024, where he strengthened the firm’s position in the Australian market. Prior to this, he held senior roles at Deutsche Bank, including Co-Head of Corporate and Investment Banking for Asia Pacific (Hong Kong), Global Co-Head of Financial Institutions Group (New York) and Chief Operating Officer, Asia Pacific. He also worked at Merrill Lynch for more than a decade advising financial institutions and financial sponsors, and before that held additional roles at Bankers Trust. **Relevant other directorships** Chairman: Norfina Limited (Suncorp Bank) (from 2025, Director from 2025). Director: Austal Limited (from 2025). Senior Advisor: Privatus Capital Partners (from 2024). **Relevant former directorships held in last three years include** Former Director: Credit Suisse (Australia) Limited (2019–2024). #### Holly Kramer **Age 61 years** **Residence Sydney, Australia** **Qualifications** BA (Hons), MBA **Responsibilities** Non-Executive Director since August 2023. Holly is Chair of the People & Culture Committee and a member of the Risk Committee and Nomination and Board Operations Committee. **Career** Holly has more than 35 years of international experience in retail, telecommunications, manufacturing and digital sectors. She is known for her expertise in customer-centric transformation, digital innovation and building strong workplace cultures. Holly’s executive career includes leading Best&Less through a successful turnaround as the Chief Executive Officer. She also held senior roles at Telstra, Pacific Brands and Ford Motor Company in Australia and the United States. She has served on a wide range of major listed and unlisted boards in both Australia and New Zealand and has chaired remuneration, sustainability and audit and risk committees. Holly is also President of the Commonwealth Remuneration Tribunal and was previously Pro Chancellor of Western Sydney University. **Relevant other directorships** Chairman: McKinnon (from 2024). President: Commonwealth Remuneration Tribunal (from 2024). Director: Fonterra Co-operative Group Limited (from 2020). Member: Board Advisory Group, Bain & Company (from 2021). Senior Advisor: Pollination (from 2023). **Relevant former directorships held in last three years include** Former Director: Abacus Group Holdings (2018–2022), Endeavour Group Limited (2021–2023) and Woolworths Group Limited (2016-2025). Former Pro Chancellor: Western Sydney University (2018–2024). #### Christine O’Reilly **Age 64 years** **Residence Melbourne, Australia** **Qualifications** BBus **Responsibilities** Non-Executive Director since November 2021. Christine is Chair of the Audit Committee and a member of the Risk Committee, People & Culture Committee and Nomination and Board Operations Committee. **Career** Christine has more than 30 years of financial and public policy experience in the financial services and infrastructure sectors. She is also a highly experienced non-executive director, having served on the boards of several of Australia’s leading companies. Christine was Chief Executive Officer of GasNet Australia Group, where she oversaw the company’s operations and strategic direction during a period of significant industry reform. She later became Co-Head of Unlisted Infrastructure Investments at Colonial First State Global Asset Management, under the ownership of Commonwealth Bank of Australia, managing large-scale capital projects and long-term investment portfolios. In her early career, Christine was a chartered accountant with Price Waterhouse and spent eight years in corporate advisory with Lloyds Corporate Advisory and Centauras. **Relevant other directorships** Chairman: Australia Pacific Airports Corporation (from 2024). Director: Norfina Limited (Suncorp Bank) (from 2024), BHP Group Limited (from 2020) and Infrastructure Victoria (from 2023). **Relevant former directorships held in last three years include** Former Director: The Baker Heart & Diabetes Institute (2013–2023) and Stockland (2018–2024). #### Jeff Smith **Age 63 years** **Residence USA** **Qualifications** BAppSc, MBA **Responsibilities** Non-Executive Director since August 2022. Jeff is Chair of the Digital Business and Technology Committee and a member of the Risk Committee, People & Culture Committee and Nomination and Board Operations Committee. **Career** Jeff has more than 30 years of experience across the telecommunications, financial services, manufacturing and energy sectors. Known for his expertise in aligning technology with business outcomes, Jeff has a keen focus on innovation, digital transformation and building agile, collaborative cultures. Jeff’s executive roles include Chief Information Officer at IBM Corporation, where he was globally responsible for IT strategy, resources, systems and infrastructure and the company’s agile transformation. He also held senior positions at Telstra, Honeywell, Toyota and Suncorp Group, where he was both Chief Information Officer and Chief Executive Officer of Suncorp Business Services. He later served as Executive Vice President and Chief Operating Officer at World Fuel Services Corporation, guiding digital transformation and operational modernisation initiatives. He has also advised technology firms such as Zoom Video Communications and Box, Inc. In public service, Jeff contributed to the Australian Fulbright Commission and was a member of ANZ’s International Technology and Digital Business Advisory Panel from 2016 to 2019. **Relevant other directorships** Director: ANZ Group Services Pty Ltd (from 2022), Sonrai Security Inc (from 2021) and Pexa Australia Limited (from 2023). Advisor: World Fuel Services (from 2023). #### Scott St John **Age 61 years** **Residence New Zealand** **Qualifications** BCom **Responsibilities** Non-Executive Director since March 2024. Scott is a member of the Audit Committee, Risk Committee and Nomination and Board Operations Committee. **Career** Scott has more than 35 years of business experience in New Zealand, particularly in financial markets. Scott continues to bring his strategic leadership to New Zealand’s corporate, philanthropic and educational sectors. Scott’s executive leadership spanned 15 years as Chief Executive Officer of First NZ Capital (now Jarden), where he oversaw significant growth and market development. During his tenure, First NZ Capital incubated several businesses both onshore and offshore that grew into meaningful enterprises. He has played an important role in shaping New Zealand’s financial regulatory landscape, participating in the Capital Markets Development Taskforce, Financial Markets Authority Establishment Board and chairing the Securities Industry Association. He is also a member of the Australian Institute of Company Directors ASX Chairs Forum. Scott is a Fellow of INFINZ, Chartered Fellow of the Institute of Directors in NZ and Member of Chartered Accountants Australia & New Zealand. From 2017 to 2021, Scott served as Chancellor of the University of Auckland, having also been a member of the University Council from 2009. **Relevant other directorships** Chairman: ANZ Bank New Zealand Limited (from 2024, Director from 2021) and Mercury NZ Limited (from 2024, Director from 2017). Director: the NEXT Foundation (from 2017). **Relevant former directorships held in last three years include** Former Chairman: Fisher & Paykel Healthcare Corporation Limited (2020–2024, Director from 2015). Former Director: Fonterra Co-operative Group Limited (2016–2024). ## ANZBGL Directors The Board of ANZBGL (the Bank) meets concurrently with the Board of ANZGHL (the non-operating holding company). The Board of ANZBGL is comprised of the same Directors as the Board of ANZGHL, with the exception of 2 additional Independent Directors on the Board of ANZBGL, whose details are set out below. #### John Cincotta **Age 59 years** **Residence Sydney, Australia** **Qualifications** BBus, CPA **Responsibilities** Non-Executive Director since February 2024. John is a member of the ANZBGL Audit Committee and Risk Committee. **Career** John has more than 35 years of experience in banking and financial services. During his career, he has built, managed, optimised and supervised businesses servicing corporate, institutional, private and retail customers. His business experience includes sales and trading, corporate and investment banking, and asset and private wealth management. John also brings deep expertise in risk management, strategy, transformational change, finance, governance, regulation, operations and technology. He has served much of his career as a Company Director and Accountable Executive with significant statutory and regulatory responsibilities. During his 25-year career at Deutsche Bank, John held the roles of Deputy Chief Executive Officer, Chief Operating Officer and Chief Risk Officer. He more recently was one of the founders of Barrenjoey Capital Partners, also serving as a non-executive Director and Chair of the Audit Committee there. **Relevant other directorships** Director: Norfina Limited (Suncorp Bank) (from 2024) and ASX Clearing and Settlement Boards (from 2025). **Relevant former directorships held in last three years include** Former Director: Barrenjoey Capital Partners Group Holdings Pty Limited (2020–2024). #### Graham Hodges **Age 70 years** **Residence Melbourne, Australia** **Qualifications** BEc(Hons) **Responsibilities** Non-Executive Director since February 2023. Graham is a member of the ANZBGL Audit Committee and Risk Committee. **Career** Graham has more than 40 years of experience in banking, public policy and corporate governance. His focus has consistently been on operational excellence, stakeholder engagement and strategic transformation, particularly during periods of structural change. Graham’s career began at the Australian Commonwealth Treasury in Canberra, before being seconded to the International Monetary Fund (IMF) in Washington, D.C. He joined ANZ in 1991, embarking on a 27-year career that saw him in a succession of senior leadership roles, including Deputy Chief Executive Officer, Chief Executive Officer Australia Retail, Managing Director Corporate Banking Division and Chief Executive Officer New Zealand. While at ANZ, he was also a Director of ANZ National Bank Limited responsible for the running of ANZ Group’s New Zealand business. Graham previously chaired key ANZ entities such as the ANZ Special Assets Management (SAM) Board, Esanda and ANZ Wealth, and served on the Australian Government’s Aged Care Financing Authority, contributing to policy on aged care funding. **Relevant other directorships** Chairman: Regis Healthcare Limited (Director from 2017, Chairman from 2018). Director: Assemble Communities (from 2017). ## Company Secretaries qualifications and experience Currently there are two people appointed as Company Secretaries of the Company. Details of their roles are contained in the Corporate Governance Statement. Their qualifications and experience are as follows. #### Ken Adams **Position** Group General Counsel **Qualifications** BA, LLB, LLM Ken joined the Group as Group General Counsel in August 2019, having assisted the Group with major legal issues for over 10 years. Previously, Ken was a Partner of Freehills and later Herbert Smith Freehills for 21 years, and for six years was a member of the Herbert Smith Freehills Global Board. Ken is one of Australia’s leading commercial lawyers with significant experience in class actions and other complex legal issues. He holds a Master of Laws from the University of Melbourne and is a co-author of Class Actions in Australia. #### Simon Pordage **Position** Company Secretary **Qualifications** LLB (Hons), FGIA, FCG (CS, CGP) Simon joined the Group in May 2016. He is a Chartered Secretary and Chartered Governance Practitioner and has extensive company secretarial and corporate governance experience. From 2009 to 2016 he was Company Secretary for Australian Foundation Investment Company Limited and a number of other listed investment companies. Other former roles include being Deputy Company Secretary for the Group and Head of Board Support for Barclays PLC in the United Kingdom. He is a formal brand ambassador for, and is a former National President and Chairman of, Governance Institute of Australia. He is also a member of the Chartered Governance Institute’s Global Policy and Advocacy Committee. Simon is committed to the promotion and practice of good corporate governance, and regularly presents on governance. ## Executive Committee | Member | Role | Joined Date | |---|---|---| | Nuno Matos | Chief Executive Officer (appointed CEO on 12 May 2025) | 12 May 2025 | | Michael Bullock | Group Executive Technology & Group Services (Acting) | 5 August 2025 | | Clare Morgan | Group Executive Australia Commercial | 6 March 2023 | | Kevin Corbally | Group Chief Risk Officer | 19 March 2018 | | Farhan Faruqui | Chief Financial Officer (appointed CFO on 11 October 2021) | 1 February 2016 | | Elisa Clements | Group Executive Talent & Culture | 9 October 2023 | | Bruce Rush | Group Executive Australia Retail (Acting) | 2 July 2025 | | Antonia Watson | Group Executive and CEO New Zealand | 17 June 2019 | | Mark Whelan | Group Executive Institutional | 20 October 2014 | **Joined since 30 September 2025** | Member | Role | Joined Date | |---|---|---| | Stephen White | Group Executive Operations | 29 October 2025 | **Upcoming changes** * Pedro Rodeia, Group Executive Australia Retail (effective 17 November 2025) * Donald Patra, Group Chief Information Officer (effective 24 November 2025) * Christine Palmer, Group Chief Risk Officer (effective 1 December 2025) Full biography details can be found on our website at anz.com/exco ## Risk management At ANZ, risk management is a foundational pillar that enables us to deliver on our purpose: to shape a world where people and communities thrive. In an increasingly complex and dynamic environment, we recognise that our ability to identify, assess, and manage risk is critical to delivering on customer commitments, maintaining trust, protecting our stakeholders, and achieving sustainable growth. ### Our Risk Management Framework (RMF) Aligned with APRA’s CPS 220 standard, our Risk Management Framework (RMF) is designed to support ANZ’s strategic objectives. It is acknowledged that the risk management framework will be updated and strengthened, including to better reflect the importance of non-financial risks as part of the RCRP. In April 2025, ANZ confirmed it had entered into a court enforceable undertaking (CEU) with the Australian Prudential Regulation Authority (APRA) for matters relating to Non-financial risk management practices and risk culture across the Group. On 30 September 2025, ANZ submitted its Root Cause Remediation Plan (RCRP) to APRA as required by the CEU. We acknowledge that our risk culture and management of non-financial risk is not where it needs to be nor what our regulators legitimately expect from us. We are committed to addressing that and making a sustainable step-change in risk culture and non-financial risk management, supported by strong execution disciplines, creating a more resilient, stronger ANZ for our customers, our shareholders, our people, and the communities we operate in. The Board is ultimately responsible for establishing and overseeing the ANZ Group’s RMF which is supported by the Group’s underlying systems, structures, policies, procedures, processes and people. These help identify, monitor and manage our material risks. We categorise these material risks as financial, non-financial and strategic risks. Further detail on how ANZ manages financial risk is provided in Note 18 of the Financial Report. The Board has delegated authority to the Board Risk Committee (BRC) to develop and monitor compliance with the Group’s risk management policies. The Committee reports regularly to the Board on its activities. The key pillars of our Group RMF include: * The Risk Management Strategy (RMS) outlines how risk management supports the Group’s purpose and strategy, the responsibilities of the Group Chief Risk Officer and the risk function, and the values and behaviours that guide risk decision making. The RMS describes each material risk and how it is managed, including policies, standards, and procedures. It also details how risks are identified, measured, evaluated, monitored, reported, and controlled or mitigated, along with the oversight mechanisms and committees in place. * The Risk Appetite Statement (RAS), articulates the maximum level of risk the Group is willing to accept in pursuing its strategic objectives and its operating plans considering its shareholders’, depositors’ and customers’ interests. * The Group Strategic Planning Process outlines the approach to implementing ANZ Group’s strategic objectives, considering the Material Risks the Bank might have to navigate to achieve its goals. The governance and oversight of risk management, while embedded in day-to-day activities, is also the focus of committees and regular forums across the bank (see diagram next page). The committees and forums discuss and monitor known and emerging risks, review management plans and monitor progress to address known issues. ```mermaid graph TD subgraph Principal Board Committees A[Audit Committee] B[Risk Committee] C[Digital Business and Technology Committee] D[Nomination and Board Operations Committee] E[People & Culture Committee] end subgraph Executive Committee F(ANZ’s most senior executives meet regularly to discuss performance and review shared initiatives.) end subgraph Enterprise Accountability Group G(Group) H(Division) I(Country) end subgraph Key Management Committees subgraph Group G1[Credit and Market Risk Committee] G2[Group Asset and Liability Committee] G3[Operational Risk Executive Committee] G4[Climate & Environment Committee] G5[Investment Committee] G6[Group Executive People Committee] end subgraph Division H1[Divisional Risk Management Committees] H2[Divisional Initiatives Review Committees/Project Advisory Councils] H3[Divisional/Functional Accountability Groups] end subgraph Country I1[Regional or Country Risk Management Committees] I2[Country Assets and Liability Committees] end end A --> F B --> F C --> F D --> F E --> F G1 --> G G2 --> G G3 --> G G4 --> G G5 --> G G6 --> G H1 --> H H2 --> H H3 --> H I1 --> I I2 --> I %% Notes on Three Lines-of-Defence Model style J fill:#fff,stroke:#333,stroke-width:2px J[Risk management is operationalised using the Three Lines-of-Defence Model. Each line of defence has defined roles, responsibilities and escalation paths to support risk management at ANZ. The first line of defence, comprising business and enablement functions, manages day-to-day risks and controls. The second line, the Risk function, provides independent oversight and challenges decisions affecting the Group’s risk profile. Internal Audit, the third line, offers independent evaluation and assurance on the effectiveness of the Group’s RMF.] %% Suncorp Bank RMF note style K fill:#fff,stroke:#333,stroke-width:2px K[Suncorp Bank currently operates an independent RMF. Suncorp Bank’s Risk Management Framework (RMF) will be retired and will be transitioned to the ANZ RMF once migration is complete.] ``` ### Our risk culture Risk culture is an important part of our organisational culture, influencing decision-making through shared values, behaviours, and practices. Our Risk Principles form an important part of the RMF by guiding risk management and fostering an appropriate risk culture across the Group. Despite our strong focus on risk culture there is still a requirement for further improvement. Our expectations for continuous improvement in risk culture have not been met in key businesses across the Group. ANZ has committed under the RCRP to reviewing and strengthening our approach to risk culture, to support the Group to meet the evolving expectations of our customers, our shareholders, the community and regulators. Risk culture is driven across the Group through completion of risk culture plans, awareness activities and delivery of the Group wide non-financial risk framework. Divisional and Functional level maturity assessments assist the Board to form a view of ANZ’s overall risk culture annually. Risk culture is embedded in performance and remuneration (see the Remuneration Report), and recognition programs such as Risk Role Models. #### External Environment The Groups’ financial performance is closely linked to the political, economic and financial conditions in the markets and regions in which ANZ, its customers and its counterparties carry on business. The current external environment is shaped by significant global events, particularly geopolitical conditions that impact economic stability, regulatory environments and financial markets. ##### Geopolitics ANZ faces a more complex, dynamic, and challenging geopolitical environment across its 29 markets. Sweeping and uncertain US trade policies have upended trade norms, and triggered market volatility. Meanwhile, intensifying US–China rivalry is driving economic security concerns and accelerating supply chain decoupling – particularly in technology, critical minerals, and advanced manufacturing. Conflicts in the Middle East and Ukraine persist and continue to pose escalation risks. But despite facing the highest geopolitical risk in decades, supply chains have proven surprisingly agile, and the international system continues to show resilience in managing risk events. ANZ was the first major Australian bank to establish a dedicated Geopolitical Risk function and continues to build upon this to manage compounding and evolving geopolitical risks. To support our business, Geopolitical Risk has increased the pace of assessments and advice this year. This includes more briefings to clients and expanded engagement across the bank to uplift geopolitical understanding. The team continues to provide quarterly updates to key senior risk committees, works closely with Country Risk and in-country teams to monitor regional flashpoints, and coordinates with the ANZ Fusion Cell, an internal group that manages crisis response, by providing timely, relevant strategic assessments and consolidating internal communication of existing risks. ##### Scams ANZ continues to invest in measures to protect customers and the community from scams and other financial crimes. In 2025, ANZ prevented and recovered more than \$220 million¹ in scam and fraud-related funds. Our latest measures for ANZ customers (Classic and Plus) include the launch of Digital Padlock and Confirmation of Payee. Digital Padlock gives ANZ customers the ability to instantly lock down access to their accounts if they suspect they are being targeted by cybercriminals. Confirmation of Payee empowers customers to verify the payee details, by confirming whether the account name matches the details held by the receiving bank. ANZ also partnered with other major banks to develop the world’s first inter-bank fraud and scams intelligence-sharing network, BioCatch Trust. This provides ANZ with a real-time risk score of a receiving bank on the Trust network, enhancing our ability to detect complex scam typologies, while reducing friction for legitimate customers. For ANZ Plus customers, we introduced the Call Safe feature, which helps customers and service teams verify the identity of the person they are speaking to before discussing personal or sensitive information, or taking certain actions on their behalf. Education was a continued focus. ANZ’s financial education program MoneyMinded established a customer referral pathway for repeat and entrenched scams victims to access a free scams financial education workshop. We published new content on ANZ’s security hub on anz.com to enhance customer understanding of common scam types and cyber threats, and we engaged customers through personalised scams education messages across our digital channels. ##### Technological Disruptions and Change ANZ serves a diverse set of customers across retail, commercial, institutional, and financial sectors, delivering tailored digital channels and products in 29 markets. The financial landscape is rapidly evolving due to regulatory change, industry innovation, and shifting customer expectations, accompanied by increased technology and geopolitical risks. In response, ANZ prioritises operational resilience, customer protection and robust compliance. Our emphasis on meeting APRA’s CPS230 standard demonstrates ANZ’s internal resilience, and our leadership in payments industry collaboration on resilience reflects our commitment to maintaining payments network continuity and confidence. Operating within a complex environment dependent on technology; critical infrastructure; financial networks and vendors, ANZ continues to advance digitisation, automation and customer protections. Across Asia, our Transactive Global roll out has driven digital transformation, improved fraud detection and driven simplification whilst improving non-financial risk across the region. Across the Pacific we have improved customer access to digital and faster payments. In Australia and New Zealand we continue investment in uplifting anomaly detection, recoverability and resilience at the same time as delivering enhanced fraud and scam detection. Across all our solutions, we focus on resilience by design to anticipate and withstand disruptions, further strengthening our operational resilience. ¹ includes ANZ Plus, ANZ Classic, ANZ Bank New Zealand and Suncorp Bank. ## Material risks The material risks facing the Group, and how these risks are managed, are summarised below. | Risk type | Description | Managing the risk | |---|---|---| | Capital adequacy risk | The risk of loss arising from the Group failing to maintain the level of capital required by prudential regulators and other key stakeholders (shareholders, debt investors, depositors, rating agencies, etc.) to support the Group’s consolidated operations and risk appetite. | We pursue an active approach to capital management, which is designed to protect the interests of depositors, creditors and shareholders through ongoing review, and Board approval, of the level and composition of our capital base against key policy objectives. | | Credit risk | The risk of financial loss resulting from: • a counterparty failing to fulfil its obligations; or • a decrease in credit quality of a counterparty resulting in a deterioration of value. | Our credit risk framework is top down, being defined by credit principles, policies and requirements. Credit policies, requirements and procedures cover all aspects of the credit life cycle from initial approval and risk grading, through to ongoing management and problem debt management. | | Liquidity and funding risk | The risk that the Group is unable to meet its payment obligations as they fall due, including: • repaying depositors or maturing wholesale debt; or • the Group having insufficient capacity to fund increases in assets. | The Group recognises the inherent liquidity and funding risk in the balance sheet and has established a set of key principles, to mitigate and control liquidity and funding risk. Our framework is top down, being defined by liquidity principles and policies. A liquidity limit framework is in place with liquidity limits set based on a liquidity stress testing framework. | | Market risk | The risk stems from our trading and balance sheet activities and is the risk to the Group’s earnings arising from: • changes in interest rates, foreign exchange rates, credit spreads, volatility, correlations; or • fluctuations in bond, commodity or equity prices. | We have a detailed market risk management and control framework which includes incorporating an independent risk measurement approach to quantify the magnitude of market risk within the trading and balance sheet portfolios. This approach identifies the range of possible outcomes, that can be expected over a given period of time, and establishes the likelihood of those outcomes and allocates an appropriate amount of capital to support these activities. | | Strategic risk | The risk that ANZ may not achieve its key strategic objectives due to ineffective adaptation to changes in the operating environment undermining the bank’s capacity to pivot or refine strategies in response to evolving conditions. | ANZ’s strategic risk management is underpinned by a rolling three-year business plan, updated annually to remain responsive to a changing environment. This plan is informed by structured analysis and reviewed by risk, Group Strategy and Executive Committee to ensure alignment with ANZ’s risk appetite and long-term goals. Regular reviews of strategic objectives and market conditions support ongoing alignment and adaptability. Insights from these processes are presented to the Board to guide strategic decision-making. | ### Climate risk The financial and non-financial risks arising from climate change including: * **Physical risk** – arising from both longer-term changes in climate (chronic risk) as well as changes to the frequency and magnitude of extreme weather events (acute risk). Examples of chronic physical risk drivers include rising sea levels, rising average temperatures and ocean acidification. Examples of acute physical risk drivers include heatwaves, floods, bushfires and cyclones; * **Transition risk** – arising from the transition to a lower emissions economy, including changes in domestic and international policy and regulatory settings, technological innovation, social adaptation and market changes; or * **Liability risk** – in the form of potential litigation or regulatory action that may arise as a consequence of a failure to adequately consider or respond to the impacts of climate change (including physical and transition risks). This includes for example, the risk of greenwashing, which may arise where an entity is alleged to have misrepresented its climate-related risks, business credentials or strategies. We continue to integrate and embed climate risk within our Risk Management Framework. While climate risk can be a driver of credit risk through lending to our customers, it may also result in other financial risks. Climate risks is also considered to be a driver of other material risks within our RMF. Climate-related financial and non-financial risks are managed through the risk management strategies associated with these risks. ### Financial crime risk The risk of facilitating financial crime including non-compliance with ANZ policies, or regulatory expectations. It includes the following non-financial risk themes: * **Financial Crime** – The risk of facilitating money laundering, terrorism financing, sanctions evasion, or bribery and corruption events. * **Internal Fraud** – Fraud/theft attempted or perpetrated by an internal party (or parties) (i.e. an ANZ employee or contingent worker, including instances where an employee is acting in collusion with external parties). * **External Fraud** – Fraud attempted or perpetrated without the deliberate involvement of an ANZ employee or contingent worker. We maintain a financial crime risk management program that anticipates and navigates criminal threats. The Financial Crime Portfolio continues to be responsible for ensuring that ANZ meets its regulatory obligations through its Anti-Money Laundering/Counter Terrorism Financing Sanctions, Anti-Bribery & Anti-Corruption and Anti-Fraud Programs and Policies. This allows ANZ to deliver detection, investigative and intelligence capability focused on identifying, mitigating, and managing financial crime risk to help protect the community. We continue to maintain our partnership with the Australian Transaction Report and Analysis Centre (AUSTRAC) Fintel Alliance and through membership of the Financial Crime Prevention Network in New Zealand to increase the resilience of the financial sector to prevent exploitation by criminals, and support investigations into serious crime and national security. ### Compliance & conduct risk The risks of legal or regulatory actions, material financial loss, or loss of reputation caused by ANZ failing to: * comply with laws, regulations, prudential standards, licences, codes or policies; * appropriately manage customer interests and market integrity. It includes the non-financial risk themes of conduct and regulatory risk. ANZ manages compliance and conduct risks pursuant to ANZ’s Risk Management Strategy, ANZ Non-Financial Risk Framework and related policies. ### Resilience risk The risk of material adverse impacts of operational disruption events on ANZ Group, its customers, and the financial system. It includes the non-financial risk themes of operational resilience, data, third party, technology and information security (including cyber). ANZ manages resilience through our Non-Financial Risk Framework supported by resilience policies, standards and procedures designed to protect critical operations to safeguard customer interests and uphold financial stability. The framework covers the approach to business continuity and incident response management, and incorporates key controls such as risk assessments, scenario testing, and crisis management protocols. The framework is regularly reviewed to reflect emerging threats, operational dependencies, lessons learned from real events, regulatory expectations, and industry best practices. Specifically, data risk is governed to ensure accuracy, integrity, and ethical use; information security and cyber risk are mitigated through layered controls, continuous monitoring, and enhanced cyber resilience strategies to defend against threats like AI-enabled attacks; operational resilience is maintained by identifying critical services and ensuring continuity within defined tolerance through monitoring, continuity planning and testing and Third Party Risk Management Framework; and technology risk is managed by focusing on information technology (IT) systems resilience, stability, and secure change processes aligned with regulatory expectations. ### Operational risk The risk of loss resulting from inadequate or failed internal processes, people, systems, or from external events. This includes the non-financial risk themes of model, physical security, transaction processing, people, legal, statutory reporting and tax, and change execution. The management of operational risk is prescribed in the Non-Financial Risk Framework, which ANZ continues to review and evolve to ensure that it supports the delivery of consistent processes and repeatable outcomes for ANZ customers. There is an increased focus on change execution risk which refers to the risk that change initiatives may fail to deliver intended outcomes due to breakdowns in planning, delivery, stakeholder engagement, and adoption. This risk is linked to the Group’s strategic priorities. The Group is adjusting its risk taxonomy to ensure risk management, governance, and oversight are concentrated where they are most needed. For further information about the principal risks and uncertainties that the ANZBGL Group faces, refer to Principal Risks and Uncertainties section contained within the ‘2025 United Kingdom Disclosure and Transparency Rules Submission’ available at anz.com/shareholder/centre/reporting/regulatory-disclosure. ## Improving Non-Financial risk management ### Non-Financial Risk Management Strengthening non-financial risk (NFR) management is a strategic imperative for ANZ to protect customers, enable resilient operations, and sustain trust in the bank’s integrity. Robust NFR management practices underpin a strong, resilient bank that delivers for all customers, and therefore for shareholders. We acknowledge our existing NFR management practices have not always met expectations and recognise we have more work to do to uplift our management of NFR and to improve risk culture across the bank. #### Regulatory Oversight ANZ’s NFR management is a key priority for its core regulators. On 3 April 2025, the bank confirmed it had entered a court enforceable undertaking (CEU) with APRA for matters relating to NFR management practices and risk culture across the Group. In addition to accepting the CEU, APRA required that ANZ to hold a further operational risk capital overlay of \$250 million, taking ANZ’s total operational risk capital overlay to \$1 billion. ### ANZ’s response to the CEU As part of the CEU agreed with APRA, ANZ appointed an independent reviewer to identify root causes and behavioural drivers of shortcomings in ANZ’s NFR management practices and risk culture. The enterprise-wide review informed the development of ANZ’s Root Cause Remediation Plan (RCRP) which was submitted to APRA on 30 September 2025. The RCRP includes a defined set of Target States and outlines deliverables across seven core workstreams including Governance, Accountability and Operating Model, NFR Framework and Processes, Culture, Performance and Remuneration, Capabilities, and Data and Systems. The RCRP was approved by APRA on 7 November 2025. Its approval marks the next phase in the delivery of our obligations under the CEU. #### Delivering on the RCRP ANZ has an opportunity to improve the way it operates to ensure it is providing customers a simple, efficient, and reliable service that meets their needs, keeps its promises, and consistently delivers the experience they should expect from ANZ. ANZ expects to spend approximately \$150 million on implementing the plan required under the RCRP in 2026. This will be funded by de-prioritising other initiatives. Delivering on the RCRP is a multi-year process. This work will take approximately three years with the first year dedicated to design, followed by two years to implement and embed. ANZ will emerge a stronger, confident organisation with solid risk management and customers at its core. ANZ have appointed Promontory to provide independent assurance of its progress against the RCRP and reports outlining progress will be available on anz.com. ### Establishment of an Enterprise NFR Program To lead the bank in its NFR uplift and response to the CEU, ANZ has established an Enterprise NFR Program, Program PACT (People, Accountability, Customers and Trust). Program PACT, alongside the prioritisation of Critical Risk Programs (CRPs) like the Retail ASIC matters and Global Markets remediation responses, reflects a commitment to deeply embed NFR frameworks, governance (see "Settlement of ASIC investigation" section on page 33), practices and behaviours that improve customer outcomes by driving sustainable business outcomes and risk ownership - underpinned by a proactive culture and disciplined execution. Over the next three years, the focus of Program PACT is on demonstrating that our approach to NFR management is embedded and sustainable. It will be measured not by task completion but proof of: * **Behavioural adoption** Reinforce a culture where risk is proactively managed, and where divisional leaders are empowered - and expected - to own and prioritise NFR management. * **Governance maturity** Strong governance is the bridge between intent and action. ANZ is committed to ensure that the systems, frameworks, and controls introduced – not only for the Enterprise NFR Program – are consistently maintained and applied to other programs across the bank. * **Outcome delivery** Following behavioural change and governance, ANZ committed to deliver the intended outcomes and demonstrate impact. ANZ needs to do what it said it will do–on time, to standard, and with external validation from the Independent Reviewer and APRA. * **Continuous improvement** Across the bank, ANZ will be able to consistently identify, detect, improve on and fix NFR deficiencies. ## ANZ's relationship with Regulators ANZ has relationships with more than 800 regulatory bodies globally. These bodies play an important role in enabling financial stability, protecting consumers, preventing fraud and maintaining trust in the financial system. ANZ is committed to dealing with regulatory bodies in an open, constructive and cooperative way. ### Responding to the CEU ANZ’s response to the CEU has culture at its core. Its commitment extends beyond the design, implementation, and embedding of a framework and system. It encompasses critical focus areas such as leadership, NFR capability, and a strengthened control and process environment – all of which is underpinned by the enterprise-wide cultural change the CEU requires. The program is business owned and led. ### Settlement of ASIC investigation On 15 September 2025, ANZ announced it had reached an agreement with Australia’s financial regulator, ASIC, to resolve five regulatory investigations into our Australian Markets business (Institutional) and Australia Retail division. Under the agreement, which is subject to Federal Court approval, ANZ has agreed to pay a total penalty of \$240 million. ANZ is undertaking specific remediation programs in both its Australia Retail division and Australian Markets business, which have interdependencies with the broader matters covered under the APRA CEU. #### Australia Retail The agreement covers three key issues: 1. **Hardship support** – Some customers didn’t receive timely support when they were struggling financially, because ANZ didn’t respond within required timeframes. 2. **Deceased estates** – ANZ didn’t always respond to families in a timely way, and some accounts were charged fees after a customer had passed away. 3. **Online Saver accounts** – Some eligible customers missed out on bonus interest they were promised due to system and process errors, and ANZ didn’t always show correct rates on its application form. #### Markets The penalty for our Markets business relates to two separate issues: 1. **Role as Duration Manager for an AOFM Bond Issuance** * ANZ was appointed by the Australian Office of Financial Management (AOFM) to act as the ‘Duration Manager’ for a large bond issuance in April 2023. * ANZ agreed with ASIC that in its role as Duration Manager, it didn’t adequately communicate with the AOFM about the intended manner of its trading or the progress of its hedging activity, given the timing and manner of ANZ’s trading. This was unconscionable conduct. * ANZ also failed to accurately report to the AOFM after the transaction and in doing so, made false or misleading representations and agreed that in carrying out its role as Duration Manager, ANZ breached some of its licence obligations. * ASIC has not alleged that ANZ engaged in market manipulation or over-hedging on the AOFM issuance. All of ANZ’s trading as Duration Manager was to hedge the risk borne by it in connection with our role. 2. **Incorrect data Reporting** ANZ provided inaccurate monthly secondary bond turnover data to the AOFM over a period of almost two years and made a false annual attestation to the AOFM about that data. ANZ also failed to comply with its breach reporting obligations in relation to the inaccurate data reporting. ## Our approach to ESG ### What matters most to our stakeholders We conducted a materiality assessment this year to engage with internal and external stakeholders to seek to identify and assess our most material ESG issues. The results help inform our business practices, ESG targets and key topics in our external ESG reporting. Our ESG approach supports our purpose, focusing on responding to our seven most material ESG issues identified through this assessment. * **Environmental sustainability** remains one of the highest priority issues identified by our stakeholders, in terms of both risks and opportunities. * **Improving non-financial risk** was highlighted in response to the court enforceable undertaking with the Australian Prudential Regulation Authority (APRA) and resolution agreement with the Australian Securities and Investments Commission (ASIC). * **Ethics, conduct and culture,** which remains top of mind for stakeholders, particularly the importance of trust. * **Financial wellbeing,** for customers and the broader community, was noted as integral to the role of a bank. * **Housing** was identified by many of our stakeholders as a long-term issue of profound impact. * **Responsible customer engagement,** such as the need for ANZ to support customers, including those experiencing financial hardship. * **Information security,** encompassing cyber security and financial crime, was raised by many, including the potential for cyber threats to cause reputational damage and the rapidly evolving and sophisticated nature of scams. Detailed information on our approach to ESG governance, our approach to the identification and prioritisation of our material ESG issues, and performance against our ESG targets can be found in our 2025 ESG Report. Our 2025 ESG Data and Frameworks Pack includes key ESG metrics and comparative performance data, and reporting against international ESG standards and frameworks. Our ESG reporting suite, which includes our 2025 Climate Report, is available at anz.com/esgreport. ## Our approach to climate and environment Our Climate and Environment Strategy (C&E Strategy) sets out our objective to be a trusted partner for our customers, supporting them to adapt and become more resilient to a changing environment and economy. In particular, we aim to be a leading bank in supporting an effective and orderly transition for our large business customers. | Dimension | Vision | Ambition | Action pillars | |---|---|---|---| | **Financing a sustainable transition** | Financing a sustainable transition | Building our capability to help customers understand climate and nature risks | Understanding risks and opportunities | | | | Transitioning our lending portfolio to net-zero financed emissions | Building capability and capacity | | | | Supporting our customers’ transition and resilience | Driving customer engagement and propositions | | | | | Collaborating with stakeholders to support the transition | For further information on our approach to climate change, refer to the 2025 Climate Report, which sets out the actions we have progressed and how we have been supporting our customers’ transition. It has been prepared in accordance with the recommendations of Task Force on Climate-related Financial Disclosures 2021 and is available at anz.com/esgreport. Under the Corporations Act 2001 (Cth), Australian Sustainability Reporting Standard AASB S2 - Climate-related Disclosures (the Australian equivalent of IFRS S2) will apply to ANZGHL for the financial year commencing 1 October 2025. The report also contains important notices about the uncertainties, challenges and risks associated with climate-related statements that may affect their usefulness, accuracy and completeness. Those notices should be taken into account when considering the climate-related information in this report. Society is responding to the shared challenge of creating a pathway to net-zero emissions. To achieve the Paris Agreement goals, increased levels of investment and lending will be needed from businesses, governments and financial institutions. Our vision at ANZ is to finance a sustainable transition. We have established three core ambitions, supported by four action pillars that bring together the themes of the steps we are taking to deliver on our ambitions. These ambitions and action pillars are supported by having specific focus areas and prioritised action plans for our Institutional, Australia Commercial, Australia Retail and New Zealand divisions that we commenced implementing aspects of this year. Our C&E Strategy ambition is supported by our Climate Change Commitment¹ of transitioning our lending portfolio to net-zero financed emissions, reflecting where we can have the most significant impact. We estimate our lending to Institutional customers contributes approximately two-thirds of our total financed emissions. The remaining financed emissions arise from our lending to our commercial and retail customers. Our Climate Change Commitment will be available prior to our Annual General Meeting at anz.com/climate-change. Our C&E Strategy forms the basis for our approach to transition planning, including how we plan to support an effective and orderly transition for our large business customers. The actions under our C&E Strategy demonstrate our progress towards credible transition planning. We acknowledge that ongoing work is required to satisfy a robust and well-developed transition plan. We continue to evolve our approach to enable us to deliver our C&E Strategy ambitions. ¹ The Climate Change Commitment excludes Suncorp Bank and ANZ Bank New Zealand. ## Five-year summary ### Performance overview The results of the Group’s operations and financial position are set out on pages 38-51. Pages 10-15 outline the Group’s strategy and prospects. Discussion of our approach to risk management, including a summary of our key material risks, is outlined on pages 26-33. Discussion or disclosure of further business strategies and prospects for future financial years have not been included in this report because, in the opinion of the directors, it would be likely to result in unreasonable prejudice to the Group. ### Group profit results | Income Statement | 2025 Statutory (\$m) | 2025 Cash (\$m) | 2024 Statutory (\$m) | 2024 Cash (\$m) | |---|---|---|---|---| | Net interest income | 17,961 | 17,961 | 16,069 | 16,069 | | Other operating income | 4,225 | 3,938 | 4,478 | 4,740 | | Operating income | 22,186 | 21,899 | 20,547 | 20,809 | | Operating expenses | (13,023) | (12,880) | (10,741) | (10,741) | | Profit before credit impairment and income tax | 9,163 | 9,019 | 9,806 | 10,068 | | Credit impairment (charge)/release | (441) | (441) | (406) | (406) | | Profit before income tax | 8,722 | 8,578 | 9,400 | 9,662 | | Income tax expense | (2,790) | (2,750) | (2,830) | (2,902) | | Non-controlling interests | (41) | (41) | (35) | (35) | | Profit attributable to shareholders of the Company | 5,891 | 5,787 | 6,535 | 6,725 | Statutory profit attributable to shareholders of the Company decreased \$644 million (10%) to \$5,891 million. Statutory return on tangible equity decreased 110 bps to 8.9% and statutory earnings per share decreased 19.7 cents to 198.2 cents. The Group uses cash profit, a non-IFRS measure, to assess the performance of its business activities and enable comparison with our peer group. We calculate cash profit by adjusting statutory profit for non-core items. In general, it represents the financial performance of our core business activities. We use cash profit internally to set targets and incentivise our Senior Executives and leaders through our remuneration plans. Refer to page 40 for adjustments between statutory and cash profit. The adjustments made in arriving at cash profit are included in statutory profit which is subject to audit within the context of the external auditor’s audit of the 2025 Financial Report. Cash profit is not subject to audit by the external auditor. A number of intangible assets were recognised as part of the Suncorp Bank acquisition accounting and the amortisation of these intangible assets is treated as a cash profit adjustment from 2025. Except for this new item, the adjustments between statutory and cash profit have been determined on a consistent basis across each of the periods presented. #### Suncorp Bank acquisition On 31 July 2024, the Group acquired 100% of the shares in SBGH Limited, the immediate holding company of Norfina Limited (formerly known as Suncorp-Metway Limited, and trading as Suncorp Bank). As a result of this, 2025 and 2024 include 12 months and 2 months results respectively. 2024 results also include the following acquisition related adjustments recognised by the Group post transaction completion, with an after-tax charge of \$196 million: * Collectively assessed credit impairment charge of \$244 million (\$171 million after tax) for Suncorp Bank’s performing loans and advances. In accordance with Australian Accounting Standards requirements, the Group consolidated Suncorp Bank’s loans and advances on 31 July 2024, however the Group was not permitted to recognise an allowance for ECL on the performing loans and advances, leading to a proportional reduction in acquisition-related goodwill that would otherwise have been recognised. Subsequently, the Group was required to recognise a collectively assessed allowance for ECL estimated using the Group’s ECL methodologies, with a corresponding collectively assessed credit impairment charge recognised in the Group’s Income Statement. * Accelerated software amortisation expense of \$36 million (\$25 million after tax) on alignment to the Group’s software capitalisation policy. During 2025, the Group completed its purchase price allocation (PPA) to identify and measure the assets acquired and liabilities assumed at acquisition date. The significant adjustments to provisionally determined balances arising from the PPA exercise included the recognition of core deposit and brand intangible assets, fair value adjustments to gross loans and advances to reflect changes in interest rates and credit since loan origination, provisions for contingent liabilities and related indemnities and related deferred tax balances with a corresponding decrease to goodwill of \$56 million from the provisional goodwill disclosed at 30 September 2024. The final goodwill balance of \$1,346 million is attributable to the assembled workforce and expected synergies arising from the economies of scale from the integration and consolidation of platforms and funding benefits. The impacts on the 2024 provisional balances are disclosed in Note 35 Suncorp Bank acquisition. Prior period has not been restated. ### 2025 Significant items During 2025, the Group recognised several significant items which impacted statutory and cash profit as summarised below: #### PT Panin impairment The Group recognised a pre-tax charge of \$285 million (after-tax: \$285 million) in respect of an impairment of the Group’s equity accounted investment in PT Bank Pan Indonesia Tbk (PT Panin) to adjust its carrying value in line with its value-in-use (VIU) calculation. This was recognised in the Group Centre division. This had no impact to CET1 capital as it resulted in an equivalent reduction in capital deductions. #### Staff redundancies In September 2025, the Group announced changes to simplify the bank, strengthen focus on its priorities and deliver for its customers. As a result of the change the Group expects approximately 3,500 employees to depart by September 2026 and to reduce engagements with consultants and other third parties impacting approximately 1,000 managed services contractors. The Group recognised a pre-tax charge of \$585 million (after-tax: \$414 million) across the Group in the second half of 2025 associated with these changes. #### ASIC settlement In September 2025, the Group entered into an agreement with the Australian Securities and Investments Commission (ASIC) to resolve five matters within its Australia Markets and Australia Retail businesses that were the subject of separate regulatory investigations. Under the agreement, which requires Federal Court approval, the Group is subject to total penalties of \$240 million. The Group recognised a pre-tax charge of \$271 million (after-tax: \$264 million) comprising \$240 million of ASIC penalties and \$31 million of various costs associated with the matters. This was recognised across the Australia Retail and Institutional divisions. #### Suncorp Bank migration The Group announced at the October 2025 Strategy Day its intention to bring forward the integration of Suncorp Bank by June 2027 to accelerate value creation for shareholders, to benefit customers and to significantly reduce operational complexity. The Group recognised a pre-tax charge of \$97 million (after-tax: \$68 million) relating to costs associated with existing contracts that extend beyond the revised migration date. This was recognised in the Suncorp Bank division. #### Cashrewards closure In September 2025, Cashrewards ceased making offers available on its Website, App and Notifier as part of the Group’s strategy to exit non-bank activities that lack economic or strategic rationale. The Group recognised a pre-tax charge of \$78 million (after-tax: \$78 million) relating to the impairment of the goodwill recognised on Cashrewards acquisition. This was recognised in the Group Centre division. This had no impact to CET1 capital as it resulted in an equivalent reduction in capital deductions. The financial impacts from these significant items are summarised below: | Cash Profit Impact \$m | Australia Retail \$m | Australia Commercial \$m | Institutional \$m | New Zealand \$m | Suncorp Bank \$m | Pacific \$m | Group Centre \$m | Total \$m | |---|---|---|---|---|---|---|---|---| | Operating income | - | - | - | - | - | - | (285) | (285) | | Operating expenses | (410) | 3 | (165) | (11) | (169) | (3) | (276) | (1,031) | | Profit/(Loss) before income tax | (410) | 3 | (165) | (11) | (169) | (3) | (561) | (1,316) | | Income tax (expense)/benefit | 88 | (1) | 10 | 3 | 50 | 1 | 56 | 207 | | Cash profit | (322) | 2 | (155) | (8) | (119) | (2) | (505) | (1,109) | ### Group performance Key measures of our financial performance are set out below. ```mermaid bar chart title Net interest margin - cash (%) section 2025 2025 : 1.55 section 2024 2024 : 1.57 ``` ```mermaid bar chart title Operating expenses to operating income - cash (%) section 2025 2025 : 58.8 section 2024 2024 : 51.6 ``` ```mermaid bar chart title Credit impairment charge /(release) – cash (\$m) section 2025 2025 : 441 section 2024 2024 : 406 ``` ```mermaid bar chart title Cash profit (\$m) section 2025 2025 : 5,787 section 2024 2024 : 6,725 ``` ```mermaid bar chart title Earnings per share – cash (cents) section 2025 2025 : 194.7 section 2024 2024 : 224.3 ``` ```mermaid bar chart title Common equity tier 1 (%) section 2025 2025 : 12.0 section 2024 2024 : 12.2 ``` ```mermaid bar chart title Dividend per share (cents) section 2025 2025 : 166 section 2024 2024 : 166 ``` ```mermaid bar chart title Return on tangible equity – cash (%) section 2025 2025 : 8.8 section 2024 2024 : 10.3 ``` ### Adjustments between statutory profit and cash profit (\$m) ```mermaid gantt title Adjustments between statutory profit and cash profit ($m) dateFormat YYYY axisFormat %s section Profit components 2025 Statutory profit attributable to shareholders of the Company : 2025, 5891, 1 Economic hedges : 2025, -128, 1 Revenue and expense hedges : 2025, -76, 1 Amortisation of acquired intangibles : 2025, 100, 1 2025 Cash profit attributable to shareholders of the Company : 2025, 5787, 1 ``` #### Adjustment | Adjustment | Comment for the adjustment | |---|---| | Economic hedges 2025: \$128 million gain 2024: \$264 million loss | The Group enters into economic hedges to manage its interest rate and foreign exchange risk which, in accordance with accounting standards, result in fair value gains and losses being recognised within the Income Statement. We remove the fair value adjustments from cash profit since the profit or loss resulting from the hedge transactions will reverse over time to match with the profit or loss from the economically hedged item as part of cash profit. This includes gains and losses arising from derivatives not designated in accounting hedge relationships but which are considered to be economic hedges, including hedges of foreign currency debt issuances and foreign exchange denominated revenue and expense streams, primarily NZD and USD (and USD correlated), as well as ineffectiveness from designated accounting hedges. Gains on economic hedges in 2025 related to funding-related swaps, principally from the strengthening of the USD against the AUD and NZD. Losses in 2024 related to funding-related swaps, principally from narrowing USD/EUR and USD/JPY currency basis spreads. Further losses in 2024 were driven by the impact of falling AUD and NZD yield curves on net pay fixed economic hedge positions. | | Revenue and expense hedges 2025: \$76 million gain 2024: \$74 million gain | The gain on revenue and expense hedges in 2025 was driven by the appreciation of the AUD against the NZD. The gain in 2024 was mainly driven by the appreciation of the AUD against the USD and NZD. | | Amortisation of acquired intangibles 2025: \$100 million loss 2024: nil | The acquisition of Suncorp Bank resulted in the recognition of intangible assets of \$685 million comprising core deposit and brand intangibles, which are being amortised over their useful lives ranging between 3 to 6 years. The amortisation is removed from cash profit as the assets and associated amortisation only arise through acquisition accounting and would not occur in the ordinary course of business. | ### Group cash profit performance Cash profit (\$m) ```mermaid bar chart title Cash profit ($m) section 2024 Cash profit attributable to shareholders of the Company 2024 Cash profit attributable to shareholders of the Company : 6725 section Net interest income Net interest income : 1892 section Other operating income Other operating income : -802 section Operating expenses Operating expenses : -2139 section Credit impairment charge Credit impairment charge : -35 section Income tax expense & non-controlling interests Income tax expense & non-controlling interests : 146 section 2025 Cash profit attributable to shareholders of the Company 2025 Cash profit attributable to shareholders of the Company : 5787 ``` | | 2025 \$m | 2024 \$m | Movt | |---|---|---|---| | Net interest income | 17,961 | 16,069 | 12% | | Other operating income | 3,938 | 4,740 | -17% | | Operating income | 21,899 | 20,809 | 5% | | Operating expenses | (12,880) | (10,741) | 20% | | Profit before credit impairment and income tax | 9,019 | 10,068 | -10% | | Credit impairment (charge)/release | (441) | (406) | 9% | | Profit before income tax | 8,578 | 9,662 | -11% | | Income tax expense | (2,750) | (2,902) | -5% | | Non-controlling interests | (41) | (35) | 17% | | Cash profit attributable to shareholders of the Company | 5,787 | 6,725 | -14% | Cash profit attributable to shareholders of the Company decreased \$938 million (14%) compared with 2024. Net interest income increased \$1,892 million (12%) driven by a \$136.1 billion (13%) increase in average interest earning assets, partially offset by a 2 bps decrease in net interest margin. Net interest margin decreased 2 bps driven by unfavourable assets and deposit pricing impacts due to pricing competition, and unfavourable wholesale funding impact. This was partially offset by higher earnings on capital and replicating portfolio, and favourable impact from Suncorp Bank acquisition. Average interest earning assets increased \$136.1 billion (13%) driven by the acquisition of Suncorp Bank, lending growth across all divisions particularly in the Australia Retail and Institutional (excluding Markets business unit), higher Markets activities, and higher cash and liquid assets. Average deposits and other borrowings increased \$111.6 billion (13%) from the impact of Suncorp Bank acquisition, and growth across at-call deposits, term deposits, repurchase agreements and commercial paper. ### Analysis of cash profit performance #### Net interest income Group net interest margin (bps) ```mermaid gantt title Group net interest margin (bps) dateFormat YYYY axisFormat %Y section Margin movements 2024 Cash net interest margin : 2024, 157, 1 Assets pricing : 2025, -2, 1 Deposits pricing : 2025, -3, 1 Wholesale funding : 2025, -3, 1 Capital & replicating portfolio : 2025, 3, 1 Assets & funding mix : 2025, -1, 1 Group Centre liquids : 2025, 0, 1 Markets activities : 2025, 3, 1 Suncorp Bank impact : 2025, 3, 1 2025 Cash net interest margin : 2025, 155, 1 ``` | | 2025 \$m | 2024 \$m | Movt | |---|---|---|---| | Net interest income¹ | 17,961 | 16,069 | 12% | | Net interest margin (%)¹ | 1.55 | 1.57 | -2 bps | | Average interest earning assets | 1,159,688 | 1,023,616 | 13% | | Average deposits and other borrowings | 970,403 | 858,841 | 13% | ¹ Includes the major bank levy of -\$451 million (2024: -\$389 million). Net interest income increased \$1,892 million (12%) driven by a \$136.1 billion (13%) increase in average interest earning assets, partially offset by a 2 bps decrease in net interest margin. Net interest margin decreased 2 bps driven by unfavourable assets and deposit pricing impacts due to pricing competition, and unfavourable wholesale funding impact. This was partially offset by higher earnings on capital and replicating portfolio, and favourable impact from Suncorp Bank acquisition. Average interest earning assets increased \$136.1 billion (13%) driven by the acquisition of Suncorp Bank, lending growth across all divisions particularly in the Australia Retail and Institutional (excluding Markets business unit), higher Markets activities, and higher cash and liquid assets. Average deposits and other borrowings increased \$111.6 billion (13%) from the impact of Suncorp Bank acquisition, and growth across at-call deposits, term deposits, repurchase agreements and commercial paper. #### Other operating income Other operating income (\$m) ```mermaid bar chart title Other operating income ($m) section 2024 Cash other operating income 2024 Cash other operating income : 4740 section Net fee and commission income Net fee and commission income : -72 section Markets other operating income Markets other operating income : -454 section PT Panin impairment PT Panin impairment : -285 section Other Other : 9 section 2025 Cash other operating income 2025 Cash other operating income : 3938 ``` | | 2025 \$m | 2024 \$m | Movt | |---|---|---|---| | Net fee and commission income¹ | 1,803 | 1,875 | -4% | | Markets other operating income | 1,861 | 2,315 | -20% | | PT Panin impairment | (285) | - | n/a | | Other¹ | 559 | 550 | 2% | | Total cash other operating income | 3,938 | 4,740 | -17% | ¹ Excluding the Markets business unit. The Markets business unit is managed on a total revenue basis, with the Net interest income and Other operating income individually not being a true reflection of overall return for the business. Markets Net interest income and Other operating income are summarised in the table below with corresponding commentaries provided on a total Markets income basis. | Markets income | 2025 \$m | 2024 \$m | Movt | |---|---|---|---| | Net interest income² | 278 | (131) | large | | Other operating income² | 1,861 | 2,315 | -20% | | Total | 2,139 | 2,184 | -2% | ² Net interest income includes funding costs in the Franchise trading book, primarily on commodity assets, where the related revenue is recognised as Other operating income. Net fee and commission income decreased \$72 million (4%) driven by lower non-lending fees in the Institutional division, higher customer remediation, lower insurance commission in the Australia Retail division, lower cards revenue in the New Zealand division, partially offset by the impact of Suncorp Bank acquisition. Markets income decreased \$45 million (2%) with a \$454 million decrease in Other operating income, partially offset by a \$409 million increase in Net interest income. The net \$45 million decrease was attributable to decreases in derivative valuation adjustments driven by lower gains from credit and funding spread movements, Commodities revenue due to non-repeat of larger trading gains in the prior year, and Credit & Capital Markets revenue from reduced trading gains. This was partially offset by increases in Balance Sheet revenue from higher average levels of investment securities and increased yields, and Rates revenue due to increased customer activity. PT Panin impairment of \$285 million to adjust PT Panin’s carrying value in line with its VIU calculation. #### Operating expenses Operating expenses (\$m) ```mermaid bar chart title Operating expenses ($m) section 2024 Cash operating expenses 2024 Cash operating expenses : 10741 section Personnel Personnel : 577 section Premises Premises : 51 section Technology Technology : 328 section Restructuring Restructuring : 537 section Other Other : 646 section 2025 Cash operating expenses 2025 Cash operating expenses : 12880 ``` | | 2025 \$m | 2024 \$m | Movt | |---|---|---|---| | Personnel | 6,755 | 6,178 | 9% | | Premises | 710 | 659 | 8% | | Technology | 2,243 | 1,915 | 17% | | Restructuring | 772 | 235 | large | | Other | 2,400 | 1,754 | 37% | | **Total cash operating expenses** | **12,880** | **10,741** | **20%** | | Full time equivalent staff | 42,698 | 42,370 | 1% | | Average full time equivalent staff | 42,838 | 40,624 | 5% | Personnel expenses increased \$577 million (9%) driven by the impact of Suncorp Bank acquisition (\$385 million) and inflationary impacts on wages, partially offset by benefits from productivity initiatives. Premises expenses increased \$51 million (8%) driven by the impact of Suncorp Bank acquisition (\$49 million). Technology expenses increased \$328 million (17%) driven by the impact of Suncorp Bank acquisition (\$192 million), accelerated software amortisation and impairment on certain technology assets, higher software licence costs and inflationary impacts on vendor costs. This was partially offset by benefits from technology simplification. Restructuring expenses increased \$537 million driven by operating model changes to drive a cost reset across the Group announced in the second half of 2025, and Suncorp Bank accelerated migration (\$97 million). Other expenses increased \$646 million (37%) driven by the impact of Suncorp Bank acquisition (\$119 million), ASIC settlement (\$271 million), Cashrewards goodwill impairment (\$78 million), other legal matters and higher investment spend. ### Credit impairment | | 2025 \$m | 2024 \$m | Movt | |---|---|---|---| | Collectively assessed credit impairment charge/(release) (\$m) | 114 | 262 | -56% | | Individually assessed credit impairment charge/(release) (\$m) | 327 | 144 | large | | **Credit impairment charge/(release) (\$m)** | **441** | **406** | **9%** | | Gross impaired assets (\$m) | 2,538 | 1,693 | 50% | | Credit risk weighted assets (\$b) | 369.6 | 361.2 | 2% | | Total allowance for expected credit losses (ECL) (\$m) | 4,778 | 4,555 | 5% | | Individually assessed allowance for ECL as % of gross impaired assets | 15.7% | 18.2% | | | Collectively assessed allowance for ECL as % of credit risk weighted assets | 1.18% | 1.18% | | #### Collectively assessed credit impairment charge/(release) (\$m) ```mermaid bar chart title Collectively assessed credit impairment charge/(release) ($m) section 2024 Collectively assessed credit impairment charge 2024 Collectively assessed credit impairment charge : 262 section Australia Retail Australia Retail : -33 section Australia Commercial Australia Commercial : -69 section Institutional Institutional : -33 section New Zealand New Zealand : -231 section Suncorp Bank Suncorp Bank : 5 section Pacific Pacific : -2 section Group Centre Group Centre : 114 section 2025 Collectively assessed credit impairment charge 2025 Collectively assessed credit impairment charge : 114 ``` The collectively assessed impairment charge of \$114 million for 2025 was driven by methodology changes to uplift ECL modelled outcomes mainly in the Australian home loan portfolio, deterioration in credit risk profile, and portfolio growth. This was partially offset by reduction in management temporary adjustments and improvement in economic outlook. The collectively assessed impairment charge of \$262 million for 2024 was driven by deterioration in credit risk profile across all divisions, the acquisition accounting adjustment in respect of acquired Suncorp Bank performing loans and advances, and portfolio growth. This was partially offset by a reduction in management temporary adjustments as anticipated risks are now represented in the portfolio credit profiles, and an improvement in economic outlook. #### Individually assessed credit impairment charge/(release) (\$m) ```mermaid bar chart title Individually assessed credit impairment charge/(release) ($m) section 2024 Individually assessed credit impairment charge 2024 Individually assessed credit impairment charge : 144 section Australia Retail Australia Retail : 3 section Australia Commercial Australia Commercial : 55 section Institutional Institutional : 110 section New Zealand New Zealand : -14 section Suncorp Bank Suncorp Bank : 24 section Pacific Pacific : -1 section Group Centre Group Centre : 6 section 2025 Individually assessed credit impairment charge 2025 Individually assessed credit impairment charge : 327 ``` The individually assessed credit impairment charge increased \$183 million driven by the Institutional division (\$110 million) due to higher impairments on several single name customers and lower write-backs and recoveries, the Australia Commercial division (\$55 million) due to impairment flows in the SME Banking and Agri portfolios, and the Suncorp Bank division (\$24 million) due to new impairments in the commercial property portfolio. #### Gross impaired assets by division (\$m) ```mermaid bar chart title Gross impaired assets by division ($m) section 2024 Gross impaired assets 2024 Gross impaired assets : 1693 section Australia Retail Australia Retail : 568 section Australia Commercial Australia Commercial : 94 section Institutional Institutional : 96 section New Zealand New Zealand : -7 section Suncorp Bank Suncorp Bank : 96 section Pacific Pacific : -2 section Group Centre Group Centre : - section 2025 Gross impaired assets 2025 Gross impaired assets : 2538 ``` Gross impaired assets increased \$845 million (50%) driven by increases in the Australia Retail division (\$568 million) due to restructured home loan facilities, the Institutional division (\$96 million) due to several single name customers, the Suncorp Bank division (\$96 million) due to new impairments in the commercial property and home loan portfolio, and the Australia Commercial division (\$94 million) mainly due to a new single name impairment in the Agri portfolio. #### Total allowance for expected credit losses (\$m) ```mermaid bar chart title Total allowance for expected credit losses ($m) section 2024 Total allowance for expected credit losses 2024 Total allowance for expected credit losses : 4555 section Australia Retail Australia Retail : 179 section Australia Commercial Australia Commercial : -7 section Institutional Institutional : -75 section New Zealand New Zealand : - section Suncorp Bank Suncorp Bank : 51 section Pacific Pacific : -3 section Group Centre Group Centre : -1 section 2025 Total allowance for expected credit losses 2025 Total allowance for expected credit losses : 4778 ``` The allowance for ECL increased \$223 million driven by a \$132 million increase in collectively assessed allowance for ECL, and a \$91 million increase in the individually assessed allowance for ECL. The increase in collectively assessed allowance for ECL was driven by methodology changes to uplift ECL modelled outcomes mainly in the Australian home loan portfolio (\$380 million), deterioration in credit risk profile (\$92 million), portfolio growth (\$4 million) and the impact of foreign currency translation (\$18 million). This was partially offset by reduction in management temporary adjustments (\$215 million) and improvement in economic outlook (\$147 million) from a revision to modelling assumptions for the downside and severe scenarios and improvement in base case economic assumptions. The increase in individually assessed allowance for ECL was driven by increases across the Institutional division (\$70 million) due to higher impairments on several single name customers and lower write-backs, the Suncorp Bank division (\$19 million) due to new impairment in the commercial property portfolio, and the Australia Commercial division (\$18 million) due to impairment flows in the SME Banking and Agri portfolios. ### Divisional performance | | **2025** | | | | | | | | |---|---|---|---|---|---|---|---|---| | | Australia Retail | Australia Commercial | Institutional | New Zealand | Suncorp Bank | Pacific | Group Centre | Group Total | | Net interest margin¹ | 1.83% | 2.53% | 0.75% | 2.60% | 2.08% | 3.34% | n/a | 1.55% | | Operating expenses to operating income | 68.4% | 43.6% | 45.2% | 38.8% | 62.9% | 73.1% | n/a | 58.8% | | Cash profit (\$m) | 1,048 | 1,302 | 2,608 | 1,609 | 418 | 43 | (1,241) | 5,787 | | Net loans and advances (\$b) | 348.8 | 67.2 | 216.1 | 122.9 | 73.2 | 1.7 | (0.5) | 829.5 | | Customer deposits (\$b) | 186.5 | 118.9 | 282.2 | 101.6 | 56.2 | 3.7 | (1.0) | 748.1 | | Number of FTE | 11,023 | 3,480 | 6,368 | 6,689 | 2,671 | 986 | 11,481 | 42,698 | | | **2024** | | | | | | | | |---|---|---|---|---|---|---|---|---| | | Australia Retail | Australia Commercial | Institutional | New Zealand | Suncorp Bank² | Pacific | Group Centre | Group Total | | Net interest margin¹ | 1.91% | 2.59% | 0.75% | 2.57% | 1.93% | 3.88% | n/a | 1.57% | | Operating expenses to operating income | 59.7% | 43.0% | 41.7% | 38.8% | 73.2% | 64.5% | n/a | 51.6% | | Cash profit (\$m) | 1,607 | 1,342 | 2,858 | 1,536 | (122) | 60 | (556) | 6,725 | | Net loans and advances (\$b) | 332.5 | 65.0 | 210.5 | 123.5 | 70.9 | 1.7 | (0.7) | 803.4 | | Customer deposits (\$b) | 176.8 | 116.3 | 264.4 | 100.9 | 54.7 | 3.6 | (1.5) | 715.2 | | Number of FTE | 10,832 | 3,294 | 6,272 | 6,756 | 2,798 | 985 | 11,433 | 42,370 | ¹ The net interest margin excluding Markets business unit was 2.26% (2024: 2.35%) for the Group and 2.20% (2024: 2.38%) for the Institutional division. ² 2024 Suncorp Bank cash profit reflects 2 months of earnings post acquisition and Suncorp Bank acquisition related adjustment charge after tax of \$196 million. #### Divisional performance **Australia Retail** Lending volumes increased driven by home loan growth. **Net interest margin** decreased driven by lower asset margin from home loan pricing competition, unfavourable deposit margin reflecting impact of lower cash rates and higher net funding costs. This was partially offset by higher deposit margins from pricing optimisation, and higher earnings on replicating portfolio. Other operating income decreased driven by lower insurance-related income and higher customer remediation. Operating expenses increased driven by higher restructuring expense, ASIC settlement, inflationary impacts, higher customer remediation, and higher investment spend. This was partially offset by benefits from productivity initiatives. Credit impairment increased driven by higher collectively assessed credit impairment. **Australia Commercial** Lending volumes increased driven by Diversified & Specialist Businesses. **Net interest margin** decreased driven by lower asset margin from pricing competition, unfavourable deposit margin, and unfavourable deposit mix with a shift towards lower margin savings and term deposits. This was partially offset by higher earnings on replicating portfolio, and lower net funding costs. **Other operating income** decreased driven by higher customer remediation. Operating expenses increased driven by inflationary impacts, partially offset by lower restructuring expense, lower investment spend and benefits from productivity initiatives. Credit impairment increased driven by higher individually assessed credit impairment charge due to impairment flows in the SME Banking and Agri portfolios, partially offset by lower collectively assessed credit impairment. **Institutional** Lending volumes increased driven by Corporate Finance, partially offset by Transaction Banking. **Net interest margin** (excl. Markets business unit) decreased driven by lower cash rates, lower asset margin due to lending competition, and unfavourable deposit mix and margins. **Other operating income** decreased driven by Markets from lower trading gains across Rates, Credit and Commodities. Operating expenses increased driven by ASIC settlement and inflationary impacts. This was partially offset by benefits from productivity initiatives and lower restructuring expense. Credit impairment increased driven by higher individually assessed credit impairment due to higher impairments on several single name customers and lower write-backs and recoveries, partially offset by lower collectively assessed credit impairment. **New Zealand** Lending volumes increased driven by home loan growth. **Net interest margin** increased driven by favourable lending margin, partially offset by unfavourable deposit margin. Other operating income decreased driven by lower card revenue. Operating expenses increased driven by inflationary impacts, partially offset by lower restructuring expense, lower investment spend, and benefits from productivity initiatives. Credit impairment decreased driven by lower collectively assessed credit impairment, and lower individually assessed credit impairment charge. **Suncorp Bank** As Suncorp Bank was acquired by the Group on 31 July 2024, 2024 includes only 2 months results. 2024 results also included acquisition related adjustments of \$196 million loss after tax comprising a collectively assessed credit impairment charge of \$244 million (\$171 million after tax) for Suncorp Bank’s performing loans and advances, and an accelerated software amortisation expense of \$36 million (\$25 million after tax) on alignment to the Group’s software capitalisation policy. **Pacific** Cash profit decreased driven by lower net interest income and higher operating expenses. **Group Centre** Cash loss increased primarily driven by PT Panin impairment, staff redundancies, and Cashrewards closure. ### Financial position of the Group Condensed balance sheet | As at 30 September | 2025 \$m | 2024 \$m | Movt | |---|---|---|---| | **Assets** | | | | | Cash / Settlement balances owed to ANZ / Collateral paid | 188.4 | 166.6 | 13% | | Trading assets and investment securities | 213.9 | 186.3 | 15% | | Derivative financial instruments | 47.5 | 54.4 | -13% | | Net loans and advances | 829.5 | 803.4 | 3% | | Other | 17.8 | 18.4 | -3% | | **Total assets** | **1,297.1** | **1,229.1** | **6%** | | **Liabilities** | | | | | Settlement balances owed by ANZ / Collateral received | 38.5 | 22.8 | 69% | | Deposits and other borrowings | 955.1 | 903.6 | 6% | | Derivative financial instruments | 43.9 | 55.3 | -21% | | Debt issuances | 169.3 | 156.4 | 8% | | Other | 18.4 | 20.4 | -10% | | **Total liabilities** | **1,225.2** | **1,158.5** | **6%** | | **Total equity** ¹ | **71.9** | **70.6** | **2%** | ¹ Following the commencement of a \$2.0 billion on-market share buy-back on 3 July 2024, total shareholders' equity as at 30 September 2025 included reduction in ordinary share capital of \$6 million (Mar 25: \$285 million; Sep 24: \$883 million). The Group ceased the remaining \$826 million share buy-back on 13 October 2025. Cash / Settlement balances owed to ANZ / Collateral paid increased \$21.8 billion (13%) driven by increases in settlement balances owed to ANZ (\$17.9 billion), short-dated reverse repurchase agreements (\$12.1 billion), and the impact of foreign currency translation, partially offset by lower balances with central banks (\$9.6 billion). Trading assets and investment securities increased \$27.6 billion (15%) driven by increases in government and semi-government bonds and treasury bills, increase in commodity assets, and the impact of foreign currency translation. Derivative financial assets and liabilities decreased \$6.9 billion (13%) and \$11.4 billion (21%) respectively driven by market movements, primarily the depreciation of the NZD and AUD against USD. Net loans and advances increased \$26.1 billion (3%) driven by increases across the Australia Retail (\$16.3 billion), New Zealand (\$4.9 billion) and Suncorp Bank (\$2.4 billion) divisions due to home loan growth, and the Institutional division (\$2.9 billion) due to higher core lending volumes, partially offset by the impact of foreign currency translation. Settlement balances owed by ANZ / Collateral received increased \$15.7 billion (69%) driven by increases in cash clearing accounts. Deposits and other borrowings increased \$51.5 billion (6%) driven by higher customer deposits across the Institutional (\$12.8 billion), Australia Retail (\$9.7 billion), New Zealand (\$5.1 billion) and Australia Commercial (\$2.7 billion) divisions, increases in deposits from banks and repurchase agreements (\$11.2 billion), certificates of deposit (\$3.2 billion), and commercial paper (\$1.9 billion), and the impact of foreign currency translation. Debt issuances increased \$12.9 billion (8%) driven by the issue of new senior and subordinated debt, partially offset by the redemption of ANZ Capital Notes 5. ### Liquidity | Average | 2025 \$b | 2024 \$b | |---|---|---| | Total liquid assets ($b) ¹ | 312.8 | 273.9 | | Liquidity Coverage Ratio (LCR) ¹ | 132% | 133% | ¹ Full year average, calculated as prescribed per APRA Prudential Regulatory Standard (APS 210 Liquidity) and consistent with APS 330 requirements. The Group operates under a non-operating holding company structure whereby: * ANZBGL’s liquidity risk management framework remains unchanged and continues to operate its own liquidity and funding program, governance frameworks and reporting regime reflecting its Authorised Deposit-taking Institution (ADI) operations; * ANZGHL (parent entity) has no material liquidity risk given the structure and nature of the balance sheet; and * ANZ Non-Bank Group is not expected to have separate funding arrangements and will rely on ANZGHL for funding. Furthermore, a separate liquidity policy has been established for ANZGHL and ANZBGL Group to reflect the differing nature of liquidity risk inherent in each business model. The Group will ensure that the parent entity and ANZ Non-Bank Group holds sufficient cash reserves to meet operating and financing requirements. ANZBGL Group holds a portfolio of high quality unencumbered liquid assets in order to protect the ANZBGL Group’s liquidity position in a severely stressed environment, as well as to meet regulatory requirements. High Quality Liquid Assets comprise three categories, with the definitions consistent with Basel 3 LCR: * Highest-quality liquid assets (HQLA1): Cash, highest credit quality government, central bank or public sector securities eligible for repurchase with central banks to provide same-day liquidity. * High-quality liquid assets (HQLA2): High credit quality government, central bank or public sector securities, high quality corporate debt securities and high quality covered bonds eligible for repurchase with central banks to provide same-day liquidity. * Alternative liquid assets (ALA): Eligible securities listed by the RBNZ. ANZBGL Group monitors and manages the size and composition of its liquid assets portfolio on an ongoing basis in line with regulatory requirements and the risk appetite set by the ANZBGL Board. The LCR remained above the regulatory minimum of 100% throughout this period. #### Funding | ANZBGL Group | 2025 \$b | 2024 \$b | |---|---|---| | Wholesale funding instruments | 265.7 | 248.9 | | Customer deposits | 749.2 | 716.6 | | Other liabilities | 212.3 | 195.4 | | Shareholders’ equity | 70.4 | 68.8 | | Total liabilities and shareholders’ equity | 1,297.6 | 1,229.7 | | Net Stable Funding Ratio | 115% | 116% | The Group targets a diversified funding base, avoiding undue concentrations by investor type, maturity, market source and currency. Net Stable Funding Ratio remained above the regulatory minimum of 100% throughout this period. During 2025, the ANZBGL Group issued \$36.7 billion of term wholesale funding (excluding unsubordinated debt with shorter tenors of 12 to 18 months). ### Capital management | | 2025 | 2024 | Movt | |---|---|---|---| | Common Equity Tier 1 (Level 2) - APRA Basel III | 12.0% | 12.2% | | | Credit risk weighted assets (\$b) | 369.6 | 361.2 | 2% | | Total risk weighted assets (\$b) | 458.5 | 446.6 | 3% | | APRA Leverage Ratio | 4.4% | 4.7% | | The Group’s capital management framework includes managing capital at Level 1, Level 2 and ANZGHL Group. The Group’s framework includes managing to Board approved risk appetite settings and maintaining all regulatory requirements. APRA requirements at Level 1 and Level 2 include ANZ operating at or above APRA’s expectation for Domestic Systematically Important Banks (D-SIBs). APRA’s authority for ANZGHL to be a non-operating holding company (NOHC) of an ADI includes five conditions for ANZ’s capital management framework. All five conditions were satisfied at 30 September 2025. #### ANZ Bank Group APRA, under the authority of the Banking Act 1959, sets minimum regulatory requirements for banks including what is acceptable as regulatory capital and provides methods of measuring the risks incurred by ANZ Bank Group. The ANZ Bank Group’s Common Equity Tier 1 ratio was 12.0% based on APRA Basel III standards, exceeding APRA’s minimum requirements. It increased 25 bps driven by cash earnings, an increase due to decrease in capital floor driven by volume management between standardised and IRB RWA, and an increase in IRRBB RWA. This was partially offset by dividends paid during the year. At 30 September 2025, ANZ Bank Group’s APRA Leverage Ratio was 4.4% which is above the 3.5% minimum for internal ratings-based (IRB) ADIs, including ANZ. #### Dividends Our financial performance allowed us to propose that a final dividend of 83 cents be paid on each eligible fully paid ANZ ordinary share, partially franked at 70% for Australian taxation purposes, bringing the total dividend for the 2025 financial year to 166 cents per share. This represents a dividend payout ratio of 85.4% of cash profit. The proposed final dividend will be paid on 19 December 2025 to holders of ordinary shares on the share register at the close of business on 14 November 2025 (record date), and carries New Zealand imputation credits of NZD 13 cents per ordinary share. ANZ has a Dividend Reinvestment Plan (DRP) and a Bonus Option Plan (BOP) that will operate in respect of the proposed 2025 final dividend. For the 2025 final dividend, ANZ intends that the DRP and BOP participation will be satisfied by an issue of new ANZ ordinary shares. A 1.5% discount will be applied to the DRP and BOP acquisition price. Further details on dividends provided for or paid during the year ended 30 September 2025 are set out in Note 6 Dividends in the Financial Report. #### Shareholders Returns ```mermaid bar chart title Earnings per share – cash (cents) section 2025 2025 : 194.7 section 2024 2024 : 224.3 ``` ```mermaid bar chart title Dividend per share (cents) section 2025 2025 : 166 section 2024 2024 : 166 ``` ```mermaid bar chart title Dividend payout ratio - cash (%) section 2025 2025 : 85.4 section 2024 2024 : 73.9 ``` ```mermaid bar chart title Total shareholder return (%) section 2025 2025 : 15.1 section 2024 2024 : 27.0 ``` ## Remuneration report - audited Holly Kramer Chair – People & Culture Committee ### 2025 Remuneration Report – audited Dear Shareholder, 2025 has been an eventful and challenging year for ANZ. While we were pleased to welcome our new CEO, Nuno Matos, we have also had to confront the impact of issues resulting from non-financial risk (NFR) shortcomings at the bank. From a remuneration outcome perspective, the Board carefully weighed up a range of factors in its deliberations, including the reputational and financial impacts of a number of matters, referred to throughout the 2025 Remuneration Report as ‘NFR Matters’. These included a settlement with ASIC, the imposition of a Court Enforceable Undertaking with APRA, and the findings from independent reviews into the root causes regarding NFR management and the 2024 Markets trading issues. The Board also balanced a full year statutory profit that was 10% lower than 2024, against a range of accomplishments in the year. These include the achievement of synergy targets related to the Suncorp Bank acquisition, significant uplifts in active ANZ Plus customers - many of which are new-to-bank, achievement of our four environmental ESG targets, recognition of Institutional as a market leading business, and enhancement of a number of digital propositions in New Zealand including the modern banking platform core. Similarly, it was important to acknowledge the way that our executives have met the challenge of delivering the APRA Root Cause Remediation Plan and have embraced the vision and changes led by our CEO to transform ANZ into a leading bank in terms of customer and shareholder outcomes. ### First strike and shareholder feedback Finally, we were mindful of our shareholders feedback from 2024, where we experienced a strike against our Remuneration Report. The Chairman and I met with many of our shareholders over the course of 2025, to better understand the key drivers behind their voting decisions. We are appreciative of the candid feedback, and we have endeavoured to incorporate that into our decision-making for 2025. ### 2025 Group Scorecard The 2025 Group Scorecard outcome was 30% (of maximum), which was significantly impacted by the Risk Modifier as a result of the various NFR Matters. More detail on the Group Scorecard assessment can be found in section 6.1.1. The Group Scorecard accounts for 100% of the CEO’s Short Term Variable Remuneration (STVR), 25% to 50% of Disclosed Executives’ STVR and is an input into the overall employee variable remuneration pool. We believe that the Group Scorecard reflects what was a challenging year for ANZ. ### 2025 variable remuneration decisions Irrespective of the 2025 Group Scorecard outcome, the Board held executives to account for the matters discussed above. This resulted in the following outcomes: 1. **STVR:** Despite the issues predating his arrival, the CEO proposed a 0% STVR for himself to lead by example and as a reflection of his commitment to the ANZ team. The Board approved this outcome and determined that 0% STVR was also appropriate for our current and former Australian based executive leadership team (excluding two executives in acting roles), in recognition of their collective accountability for NFR management. This means that neither our current nor former CEO received STVR for the year. 2. **LTVR:** In accordance with our framework, the Board completed a risk-based pre-grant assessment when determining the 2026 restricted rights component of the Long Term Variable Remuneration (LTVR) grants for current executives, which comprise 50% of the LTVR opportunity.¹ Specifically, the Group Executive Institutional had a 50% reduction to his 2026 LTVR and the Chief Risk Officer (CRO) was ineligible for 2026 LTVR as a result of his move to a non-Group Executive role – reflecting their accountability for shortcomings identified in Institutional Markets. The Group Executive Australia Commercial had a 25% reduction to 2026 LTVR reflecting accountability for NFR Matters in Commercial. 3. **Malus:** The former CEO and three former executives who left the bank during the year were not eligible for 2026 LTVR grants. Therefore, the Board determined that some or all equity due to vest in November/December 2025 would be forfeited for these individuals (i.e. malus) to ensure overall consequences were appropriate and proportionate. In the case of our former CEO, who was ultimately accountable for the various NFR Matters, and the former Group Executive Australia Retail, who was accountable for shortcomings in Retail, the Board also forfeited the calendar year 2026 equity on foot. See section 10.1.1 for details of the application of malus. The below table summarises the variable remuneration decisions determined by the Board for each Disclosed Executive as part of the 2025 performance and remuneration review process. The Board considered the overall impact across 2024 and 2025, during which many of the NFR Matters came to light, to determine the appropriate outcomes with respect to 2025 STVR, 2026 LTVR, and the application of malus. The total 2024 and 2025 value forfeited is shown as a percentage of current annual fixed remuneration (FR) rather than variable remuneration, to enable ease of comparison across Disclosed Executives – i.e. differing LTVR eligibility and pro-rated STVR for some individuals makes variable remuneration a more challenging reference point. The Board believes these outcomes are appropriate and proportionate given the issues we have faced this year. ### Changes for 2026 Taking into consideration feedback from various shareholders, the Board agreed to remove LTVR restricted rights from the minimum shareholding calculation for Executive Committee members, and change the minimum shareholding requirement (MSR) from 200% of fixed remuneration to 150% of fixed remuneration (excluding the CEO). While these changes likely mean it will take a longer period for executives to accumulate the MSR, the five-year requirement to meet the MSR remains unchanged. Delivering the 2026 component of the Root Cause Remediation Plan (RCRP) in response to the Court Enforceable Undertaking is critical for ANZ, not only to strengthen NFR management but to support ANZ’s cultural transformation. Therefore, to reinforce its importance, the Group and Executive scorecards will have a specific Risk/RCRP objective weighted at 25%. This is in addition to the Risk Modifier that will also have an additional impact if there are material shortfalls in RCRP delivery. To accommodate this significant weighting, the financial component of scorecards will reduce from 50% to 45% for the three-year RCRP delivery program. ### Non-Executive Director (NED) fees For 2025 there was no change to NED fees following the annual NED fee review. ### Conclusion As we look forward to 2026, my Board colleagues and I are focused on the achievement of ANZ’s 2030 strategy. We have agreed with management a 2026 Group Scorecard, which underpins delivery and has been designed to reward the ambitious targets that we have set. Holly Kramer Chair – People & Culture Committee | Contents | Page | |---|---| | 1. Key Management Personnel (KMP) | 54 | | 2. Remuneration governance | 55 | | 3. Executive performance and remuneration approach | 56 | | 4. Five-year performance | 57 | | 5. Executive performance and remuneration framework | 59 | | 6. Executive remuneration outcomes | 68 | | 7. Accountability and Consequence Framework | 78 | | 8. Internal governance | 80 | | 9. Non-Executive Director (NED) remuneration | 81 | | 10. Other statutory information | 83 | ¹ LTVR restricted rights comprise 100% of the CRO’s LTVR. ## 2. Remuneration governance ### 2.1 First strike and shareholder feedback At the AGM in 2024, ANZ recorded a ‘first strike’ against our Remuneration Report. The Chairman and the Chair of the People & Culture Committee met with many of our shareholders over the course of 2025, to better understand the key drivers behind their voting decisions. Feedback from some shareholders that in their view reflected that 2024 remuneration outcomes were misaligned, particularly given issues raised by APRA and ASIC, as outlined in the Chairman’s 2024 message. Importantly, 2024 outcomes were determined based on information known at that time. The Board highlighted that reviews were ongoing, and full accountability would be established once these had been concluded. In light of the findings from independent reviews completed in 2025 and in accordance with CPS 511, the Board deliberated on the degree of accountability for each executive when determining 2025 variable remuneration outcomes. In addition, the Board considered the combined impact of remuneration outcomes over 2024 and 2025. Given the above, the Board has sought to enhance transparency in the 2025 Remuneration Report, particularly regarding the Board’s decision-making for 2025 of variable remuneration outcomes and how risk management and non-financial considerations were factored into those decisions. The Board are appreciative of the candid feedback from shareholders and have endeavoured to incorporate that into the decision-making for 2025. ### 2.2 The People & Culture Committee #### 2.2.1 Role of the People & Culture Committee The Board is ultimately responsible for and oversees ANZ Group’s Performance and Remuneration Framework and its effective application throughout the ANZ Group. The People & Culture Committee’s role is to assist the Board in its oversight of the effective operation of the Performance and Remuneration Framework and other Talent & Culture (T&C) matters. It has been delegated authority to act as the remuneration committee for ANZBGL. During the year the People & Culture Committee met on six occasions and reviewed and approved, or made recommendations to the Board on matters including: * remuneration for the CEO and other key executives broader than those disclosed in the Remuneration Report in accordance with ANZ’s Board level Performance and Remuneration Policies, and fees for the NEDs; * matters related to Performance and Remuneration Framework compliance with APRA’s Prudential Standard CPS 511 Remuneration; * annual objectives setting, reporting and assessment of the ANZ Group Scorecard and annual variable remuneration spend; * performance and reward outcomes for key senior executives, including the consideration of material events that have either occurred or came to light during the year; * the release, further deferral or application of malus of deferred remuneration or clawback; * key senior executive appointments and terminations; * the review of ANZ’s Board level Performance and Remuneration Policies, and the Accountability & Consequence Framework (A&CF); * building capabilities required to deliver on our strategy; * succession plans for key senior executives; and * culture, diversity and inclusion, employee engagement, and how we work. #### 2.2.2 Link between remuneration and risk The People & Culture Committee has a strong focus on the relationship between business performance, risk management and remuneration, aligned with our business strategy. The chairs of the Risk and Audit Committees and the full Board (ANZGHL and ANZBGL) are in attendance for specific People & Culture Committee meetings. A joint meeting of the People & Culture, Risk and Audit Committees was held to review: * material risk, conduct and audit events that either occurred or came to light in 2025; * 2025 performance and variable remuneration recommendations at both the Group, CEO and Disclosed Executive level. To further strengthen the link between remuneration and risk: * the Board had three NEDs, in addition to the Chairman, in 2025 who served on both the People & Culture Committee and the Risk Committee; * the People & Culture Committee has free and unfettered access to risk and financial control personnel, noting that the CRO and CFO attend People & Culture Committee meetings for specific agenda items; * the CRO together with GE T&C and Group General Manager Internal Audit (GGM IA) provides an independent report to the People & Culture Committee on the most material risk, conduct and audit events as relevant to help inform considerations of performance and remuneration, and accountability and consequences at the Group, Divisional and individual level; * the CRO also provides an independent report to assist the Board in their assessment of performance and remuneration outcomes for the CEO and Disclosed Executives; * the chairs of the Risk and Audit Committees are asked to provide input to ensure appropriate consideration of all relevant risk and internal audit issues; * the ANZ Group Scorecard and Divisional Scorecards include a Risk Modifier, a key element that forms an integral part of each framework’s assessment and directly impacts the overall outcomes; and * the LTVR restricted rights pre grant and pre vest assessments undertaken by the Board are primarily based on non-financial risk outcomes. More details about the role of the People & Culture Committee, including its Charter, can be found on our website. Go to anz.com > Our company > Strong governance framework > ANZ People & Culture Committee Charter #### 2.2.3 Conflicts of interest To help mitigate potential conflicts of interest: * management are not in attendance when their own performance or remuneration is being discussed by the People & Culture Committee or Board; * the CRO’s remuneration arrangements differ to other Disclosed Executives to preserve the independence of the role; * the Enterprise Accountability Group (EAG) also has processes in place to help mitigate conflicts of interest as outlined in section 7; and * the People & Culture Committee seeks input from a number of sources to inform their consideration of performance and remuneration outcomes for the CEO and Disclosed Executives including: * independent reports from Risk, Finance, Talent and Culture, and Internal Audit; * material risk, conduct and audit event data provided by the CRO; and * input from both the Audit Committee and the Risk Committee of the Board. #### 2.2.4 External advisors provided information but not recommendations The People & Culture Committee can engage independent external advisors as needed. Throughout the year, the People & Culture Committee and management received information from the following external advisors: Ashurst, Deloitte, EY, PayIQ Executive Pay and PricewaterhouseCoopers. This information related to market data, market practices, analysis and modelling, legislative requirements and the interpretation of governance and regulatory requirements. During the year, ANZ did not receive any remuneration recommendations from external advisors about the remuneration of KMP. ANZ employs in-house remuneration professionals who provide recommendations to the People & Culture Committee and the Board. The Board made its decisions independently, using the information provided and with careful regard to ANZ’s key strategic priorities, ambition and values, risk appetite, and the ANZ Group Performance and Remuneration Framework, ANZ’s Board level Performance and Remuneration Policies and ANZ’s Reward Principles. ## 3. Executive performance and remuneration approach ### 3.1 Summary of approach The following overview highlights how the executive performance and remuneration framework supports ANZ’s ambition and strategy and is aligned to shareholder interests. ANZ’s ambition and strategy¹ is underpinned by our Performance and Remuneration Policies which include our Reward Principles: | Principle | Action | Focus | Fairness | |---|---|---|---| | Attract, motivate and keep great people | Reward our people for doing the right thing having regard to our customers and shareholders | Focus on how things are achieved as much as what is achieved | Fair and simple to understand | With remuneration delivered to our CEO and Disclosed Executives through: **Fixed remuneration (FR)** **Performance linked variable remuneration** Short Term Variable Remuneration (STVR) Long Term Variable Remuneration (LTVR) Linked to shareholder interests through: * Substantial shareholding requirements, see Section 8.3 – around 80% of variable remuneration at maximum opportunity is deferred into ANZ equity and 75% for the CRO to ensure alignment with shareholder interests and to ensure focus on long-term value creation * Significant variable remuneration deferral up to 5 and 6 years in ANZ equity * Significant weighting to the LTVR component, i.e. around 60% of variable remuneration, which includes Relative and Absolute Total Shareholder Return (TSR) hurdles * Consideration of the shareholder experience in respect of the share price and dividend in determining individual outcomes ### 3.2 Alignment of remuneration and risk Variable remuneration for the CEO and Disclosed Executives is aligned to risk management through: | | | | | | |---|---|---|---|---| | Assessing behaviours based on ANZ’s values and risk/compliance standards including the FAR | Determining variable remuneration outcomes with risk as a modifier – impacting outcomes at both a Group Scorecard and individual level | Weighting the measurement of remuneration outcomes toward the longer-term with a significant proportion at risk | Emphasising risk in the determination and vesting of LTVR restricted rights (Section 5.4.2) | Reinforcing the importance of risk culture in driving sustainable long-term performance in the LTVR design | | Providing material weight to non-financial metrics, particularly risk, in line with APRA requirements | Ensuring risk measures are considered over a long-time horizon of up to 5 and 6 years | Determining accountability¹ and applying consequences where appropriate | Strengthening risk consequences with clawback (Section 5.5) | Prohibiting the hedging of unvested equity | Variable remuneration can be adjusted downwards, including to zero, allowing the Board to hold executives accountable, individually or collectively, for the longer-term impacts of their decisions and actions. ¹ The term ‘accountability’ is used in the broader sense – i.e. taken to mean that the CEO/Disclosed Executives are ultimately responsible for the effective management of risk and the performance of the bank, and therefore should bear appropriate consequences for the impacts of the matters. As used in this report, the term should not be taken to mean accountability under FAR, unless otherwise stated. Where referring to FAR accountability, the term ‘Accountability’ will be capitalised. ## 4. Five-year performance ### 4.1 Five-year ANZ financial performance summary When determining variable remuneration outcomes for the CEO, Disclosed Executives and employees, a range of different financial indicators are considered. The Group uses cash profit as a measure of performance for the Group’s ongoing business activities, as this provides a basis to assess Group and Divisional performance against earlier periods and against peer institutions. The adjustments made in arriving at cash profit are included in statutory profit which is subject to audit. Although cash profit is not audited, the external auditor has informed the Audit Committee that, with the exception of the new cash profit adjustment in 2025 in respect of the amortisation of acquired intangible assets recognised in 2025 as part of the Suncorp Bank acquisition, the cash profit adjustments have been determined on a consistent basis across each period presented. 2025 statutory profit is down 10% compared to the prior financial year, while cash profit is down 14%, with both measures impacted by significant items during the year. During 2024 the Group commenced a \$2 billion share buy-back to return surplus capital to its shareholders, which up to 30 September 2025 has resulted in the Group returning \$1,175m of capital to shareholders via the acquisition of 39.5 million shares on the market. As announced on 13 October 2025, the remaining share-buy back has now been ceased. ### 4.2 Historical performance and remuneration outcomes ANZ’s financial performance¹, including cash profit², over the last five years. | | 2021 | 2022 | 2023 | 2024 | 2025 | |---|---|---|---|---|---| | Statutory profit attributable to ordinary shareholders (\$m) | 6,162 | 7,119 | 7,106 | 6,535 | 5,891 | | Cash profit (\$m, unaudited) | 6,181 | 6,496 | 7,413 | 6,725 | 5,787 | | Cash profit - continuing operations (\$m, unaudited) | 6,198 | 6,515 | 7,413 | 6,725 | 5,787 | | Cash profit before provisions and tax - continuing operations (\$m, unaudited) | 8,396 | 8,968 | 10,766 | 10,068 | 9,019 | | Return on equity - cash (%) - continuing operations (unaudited) | 9.9 | 10.4 | 11.0 | 9.7 | 8.1 | | Basic earnings per share - cash - continuing operations (cents, unaudited) | 216.5 | 228.8 | 247.3 | 224.3 | 194.7 | ¹ The Group completed the divestment of its Aligned Dealer Group business, its Onepath Pensions and Investment business, and life insurance business across the 2020 and 2019 financial years. The financial results of these divested businesses were treated as discontinued operations in 2022 and 2021. The Group ceased reporting discontinued and continuing operations from completion in 2022. On 1 October 2023, the Group adopted AASB 17 Insurance Contracts (AASB 17), applied AASB 17 effective 1 October 2022 and restated prior period comparative information. ² Cash profit excludes non-core items included in statutory profit. The net after tax gain adjusted from statutory profit to arrive at cash profit was \$104m for 2025, made up of several items. It is provided to assist readers understand the results of the core business activities of the Group. The table below shows the link between financial performance and variable remuneration outcomes¹ over the past five years, noting that risk and other factors have also impacted outcomes. | | 2021 | 2022 | 2023 | 2024 | 2025 | |---|---|---|---|---|---| | Current CEO STVR outcome (% of maximum opportunity) | - | - | - | - | 0% | | Former CEO STVR² outcome (% of maximum opportunity) | 53% | 74% | 96% | 52% | 0% | | Disclosed Executive STVR³ outcome (average % of maximum opportunity⁴) | 60% | 78% | 89% | 60% | 10% | | Disclosed Executive STVR³ outcome (range % of maximum opportunity⁴) | 46% - 66% | 71% - 96% | 80% - 100% | 40% - 71% | 0% - 64% | | LTVR/VR PR vesting outcome (% vested) | 43.3% | 51.6% | n/a | 0% | 25% | | Share price⁵ at 30 September (\$) | 28.15 | 22.8 | 25.66 | 30.48 | 33.21 | | Total dividend (cents per share) | 142 | 146 | 175 | 166 | 166 | | Total shareholder return (12 month %) | 70.7 | -14 | 20 | 27 | 15.1 | ¹ In prior year Remuneration Reports, STVR outcome was provided as a % of target. ² Previously referred to as AVR pre-2022 for the former CEO. ³ Previously referred to as VR pre-2022 for Disclosed Executives. ⁴ Pre 2022, % of maximum opportunity applied to the full VR due to the combined VR structure for Disclosed Executives in those years. ⁵ On 1 October 2020, opening share price was \$17.21. ## 5. Executive performance and remuneration framework ### 5.1 Remuneration structure There are two core components of remuneration at ANZ – fixed remuneration and at risk variable remuneration. In structuring remuneration, the Board aims to find the right balance between fixed and variable remuneration (at risk), the way it is delivered (cash versus deferred remuneration) and appropriate deferral time frames (the short, medium and long-term). The Board sets and reviews annually the CEO and Disclosed Executives’ FR based on financial services market relativities and reflecting each executive’s responsibilities, performance, qualifications and experience. FR is delivered as cash and superannuation contributions. The CEO and Disclosed Executives’ variable remuneration is comprised of STVR and LTVR, consistent with external market practice. Information relating to variable remuneration delivery is detailed in sections 5.3 and 5.4. ### 5.2 Remuneration mix The CEO and Disclosed Executives¹ have an aligned remuneration mix of 30% FR, 30% STVR and 40% LTVR at maximum/full opportunity, and structure, with the exception of longer deferral for the CEO in line with APRA’s deferral² requirements. #### CEO **Remuneration mix – CEO (\$m)** ```mermaid gantt title CEO Remuneration mix – CEO ($m) dateFormat YYYY axisFormat %s section Minimum opportunity Minimum opportunity : 2.500, 2.500, 1 section Maximum/full opportunity FR : 2.500, 2.500, 1 STVR cash : 1.200, 1.200, 1 STVR deferred shares : 1.300, 1.300, 1 LTVR PR : 1.688, 1.688, 1 LTVR RR : 1.688, 1.688, 1 ``` *Minimum opportunity: 2.500* *Maximum/full opportunity: 8.375 (44% cash, 56% equity)* *Percentages: 30% FR, 30% STVR cash, 30% STVR deferred shares, 40% LTVR PR, 40% LTVR RR* #### Disclosed Executives The dollar amounts in the below example are for illustrative purposes only, and are based on the FR value of \$1.25m. ```mermaid gantt title Disclosed Executives Remuneration mix – Disclosed Executives ($m) dateFormat YYYY axisFormat %s section Minimum opportunity Minimum opportunity : 1.250, 1.250, 1 section Maximum/full opportunity FR : 1.250, 1.250, 1 STVR cash : 0.625, 0.625, 1 STVR deferred shares : 0.625, 0.625, 1 LTVR PR : 0.844, 0.844, 1 LTVR RR : 0.844, 0.844, 1 ``` *Minimum opportunity: 1.250* *Maximum/full opportunity: 4.188 (45% cash, 55% equity)* *Percentages: 30% FR, 30% STVR cash, 30% STVR deferred shares, 40% LTVR PR, 40% LTVR RR* ¹ Excluding CRO and acting Group Executive roles. ² At target performance, 63% of variable remuneration for the CEO and Disclosed Executives, and 56% of variable remuneration for the CRO is deferred for at least four years from the date the Board approved the variable remuneration in October, and the date shareholders approve the CEO’s LTVR, noting that this complies with the FAR minimum deferral requirement of 60% for the CEO and 40% for Disclosed Executives. ### 3.2 Alignment of remuneration and risk | | | | | | |---|---|---|---|---| | Assessing behaviours based on ANZ’s values and risk/compliance standards including the FAR | Determining variable remuneration outcomes with risk as a modifier – impacting outcomes at both a Group Scorecard and individual level | Weighting the measurement of remuneration outcomes toward the longer-term with a significant proportion at risk | Emphasising risk in the determination and vesting of LTVR restricted rights (Section 5.4.2) | Reinforcing the importance of risk culture in driving sustainable long-term performance in the LTVR design | | Providing material weight to non-financial metrics, particularly risk, in line with APRA requirements | Ensuring risk measures are considered over a long-time horizon of up to 5 and 6 years | Determining accountability¹ and applying consequences where appropriate | Strengthening risk consequences with clawback (Section 5.5) | Prohibiting the hedging of unvested equity | Variable remuneration can be adjusted downwards, including to zero, allowing the Board to hold executives accountable, individually or collectively, for the longer-term impacts of their decisions and actions. ¹ The term ‘accountability’ is used in the broader sense – i.e. taken to mean that the CEO/Disclosed Executives are ultimately responsible for the effective management of risk and the performance of the bank, and therefore should bear appropriate consequences for the impacts of the matters. As used in this report, the term should not be taken to mean accountability under FAR, unless otherwise stated. Where referring to FAR accountability, the term ‘Accountability’ will be capitalised. ## 5. Executive performance and remuneration framework ### 5.3 STVR remuneration detail In 2024, the People & Culture Committee recommended and the Board approved, changes to the ANZ Group Scorecard and performance approach for financial year 2025 onward. The intention was to provide a greater focus on fewer, more meaningful objectives that would drive sustainable long-term performance, and to provide a more transparent link between performance and remuneration outcomes. This approach is also consistent with shareholder feedback. Key changes arising from this review included: * reduction in the number of objectives and indicators; * provision of weighting for each objective rather than at the category level only; * introduction of threshold/target/stretch targets for each indicator; * increase in the performance assessment weighting for Group performance for frontline Disclosed Executives, from 25% to 40%, to recognise the increase in Group-wide priorities, excluding the Group Executive and CEO, New Zealand; and * increase in the weighting of financial measures from 40% to 50% in the Group and Divisional Scorecards. Key features of the STVR are detailed in the table below: | STVR element | Detail | |---|---| | Objective | To align with the achievement of stretching performance objectives that support our business strategy and drive long-term sustainable outcomes for shareholders, with material weight provided to non-financial measures in accordance with Prudential Standard CPS 511 Remuneration. | | Maximum opportunity | 100% of FR. | | Eligibility | CEO and Disclosed Executives. | | Link to performance | Based on Group and individual performance. | | ANZ Group Scorecard | At the start of each year, the ANZ Group Scorecard is agreed upon by the Board and is designed to be stretching. For the CEO, STVR is assessed on ‘What’ assessment (ANZ Group Scorecard) x ‘How’ Modifier. | | Divisional Scorecards | At the start of each year, stretching performance objectives are set for Disclosed Executives through Divisional Scorecards, aligned with the ANZ Group Scorecard. For Disclosed Executives, STVR is assessed on ‘What’ assessment (ANZ Group Scorecard and Divisional Scorecards) x ‘How’ Modifier. The weighting to Divisional Scorecards varies from 50% to 75% for Disclosed Executives. | | Scorecard weightings | The ANZ Group Scorecard weighting for Disclosed Executives varies based on role focus. To reinforce the importance of collective accountability and contribution to Group outcomes, for 2025 the Group weightings increased from 25% to 40% for frontline Disclosed Executives (excluding Group Executive & CEO, New Zealand). The CRO retained a 25% weighting to reinforce independence of the role: • 50% weighting for enablement Disclosed Executives: CFO, Group Executive Strategy & Transformation, GE T&C, and Group Executive Technology & Group Services; • 40% weighting for frontline Disclosed Executives: Group Executive Australia Retail, Group Executive Australia Commercial, and Group Executive Institutional; • 25% weighting for CRO, and Group Executive & CEO New Zealand. | | Delivery vehicles and security issued | 50% cash, 50% deferred shares (DS). The number of deferred shares to be granted is calculated based on the volume weighted average price (VWAP) of the shares traded on the ASX in the five trading days leading up to and including 1 October, i.e. in line with the beginning of the financial year. Allocations prior to the 2022 financial year were based on the VWAP in the five trading days leading up to and including the date of grant. In some cases, we may grant deferred share rights to executives instead of deferred shares. Each deferred share right entitles the holder to one ordinary share. | | Performance period | One year. | | 2025 ANZ Group Scorecard performance measures and Risk Modifier | | | Financial | 1 (35%) | Deliver strong financial outcomes; focused on high quality growth and returns | Cash NPAT (v Plan) \$m; Cash ROE (Internal Expected Loss (IEL) basis v Plan) | | | 2 (15%) | Drive productivity; leverage AI, our geographic network and how we partner, to drive transformational change across the bank | Productivity (based on FY24 baseline) | | | 3 (10%) | Deliver value from the Suncorp Bank acquisition; manage Suncorp Bank well, growing high value Suncorp customer deposits and deliver the benefits of integration as planned | Suncorp Bank Funds under Management (Deposits); Integration cost net of synergies | | | 4 (10%) | Grow the number of active ANZ Plus customers and launch new products and features; by executing our roadmap, deepening engagement, and scaling the migration of existing customers | Number of active ANZ Plus customers; Percentage of ANZ Plus customers engaged with a Financial Wellbeing (FWB) feature; Number of ANZ transact and save customers migrated to ANZ Plus | | Strategic | 5 (15%) | Improve core platform resilience: a) Deliver Key NFR Transformation Initiatives | Complete the implementation of all 16 risk themes in I.AM Amplified; Deliver a clear and well progressed plan for fully sustainably embedding the I.AM Amplified transformation; Identify and map ANZ’s critical operations (as defined under CPS 230) with all dependencies, tolerance settings and Business continuity plans defined in Operational Resilience Management (ORM) ready to operate | | | 5% | b) Launch and progress the implementation of the Modern Banking Platform Core in NZ | Successfully launch Term Deposits on Modern Banking Platform (MBP) to Personal customers in the live production environment | | | 6 (10%) | Strengthen our reputation; enhancing our employee value proposition and our social license to operate | Improved Inclusion Index; Deliver Environmental ESG targets as planned | | Key Consideration | 1. Demonstrable progress and on track to achieve ‘Sound’ risk culture rating; 2. Continue to enhance our approach to managing financial and non-financial risk management including critical data management; 3. Continue to strengthen our reputation and confidence with the community and regulators | | | Delivery¹ and deferral period | Year 1 Cash 50%; Year 2 DS 25%; Year 3 DS 25% | | | Downward adjustment including malus and clawback | Subject to the Board’s ongoing discretion to apply in-year adjustments, malus and clawback – considered by the Board before any scheduled release of deferred remuneration. | | | KPI result | 75% Threshold | 100% Target | 125% Exceed | |---|---|---|---| | Cash NPAT (v Plan) \$m | \$5,787 or adjusted | 6,572 | 7,302 | 7,667 | | Cash ROE (Internal Expected Loss (IEL) basis v Plan) | 7.00% or adjusted | 8.24% | 9.16% | 9.62% | | Productivity (based on FY24 baseline) | \$343m | | | | | Suncorp Bank Funds under Management (Deposits) | \$2.64bn | | | | | Integration cost net of synergies | \$47.9m | | \$76m | | | Number of active ANZ Plus customers | 863K | | 800K | | | Percentage of ANZ Plus customers engaged with a Financial Wellbeing (FWB) feature | 49.4% | | 38% | | | Number of ANZ transact and save customers migrated to ANZ Plus | 0 (adjusted approach) | | 500K | | | Complete the implementation of all 16 risk themes in I.AM Amplified | All 16 risk themes now live | n/a | 16 | n/a | | Deliver a clear and well progressed plan for fully sustainably embedding the I.AM Amplified transformation | Plan has been superseded by the APRA Enforceable Undertaking, and subsequent actions | Plan Delivered | n/a | | Identify and map ANZ’s critical operations (as defined under CPS 230) with all dependencies, tolerance settings and Business continuity plans defined in Operational Resilience Management (ORM) ready to operate | CPS 230 is live | n/a | 19 | n/a | | Successfully launch Term Deposits on Modern Banking Platform (MBP) to Personal customers in the live production environment | Target delivered | | | | | Improved Inclusion Index | 67.3% | | 69.9% | | | Deliver Environmental ESG targets as planned | 2 targets exceeded, 2 targets achieved | All 4 ESG targets achieved | n/a | **ANZ Group Scorecard Assessment (pre-Risk Modifier)** Below target ¹ There were several material items impacting the evaluation of 2025 financial performance which were not factored into the original Plan approved by the Board, such as large scale restructuring and ASIC imposed penalties and customer remediation. The Board considered the various relevant items and determined an adjusted value for the Scorecard assessment related to the impairment of the Panin carrying value (\$285m) and the accelerated recognition of future costs attributable to the accelerated Suncorp Bank migration timelines (\$68m). ² These are a subset of ANZ’s ESG targets, which are set out in the 2025 ESG Report. The basis of measurement used for assessing achievement of the ESG targets in the Remuneration Report may differ to that used in the ESG Report. ### Risk Modifier | Key Consideration | Outcomes | |---|---| | The overarching Risk Modifier assessment is focused on risk discipline ensuring good customer and regulatory outcomes. As part of the Board’s determination of the Risk Modifier outcome, the following considerations have been taken into account. Taking into consideration the below and the various NFR Matters, a significant risk modifier was applied. | | | 1. Demonstrable progress and on track to achieve ‘Sound’ risk culture rating | Below standard | | 2. Continue to enhance our approach to managing financial and non-financial risk management including critical data management | | | 3. Continue to strengthen our reputation and confidence with the community and regulators | | | **Risk Modifier Assessment** | **Significant adjustment** | | **Overall ANZ Group Scorecard ‘What’ Assessment (post-Risk Modifier)** | **30% of Maximum** | ### Overall 2025 ANZ Group Scorecard ‘What’ Assessment The Group Scorecard accounts for 100% of the CEO’s STVR, 25% to 50% of Disclosed Executives’ STVR and is an input into the overall employee variable remuneration pool. In 2025, ANZ delivered mixed results across financial and strategic objectives covering customer, risk, people and reputation. Financial performance was below threshold, impacted by lower than planned revenue and higher expenses from remediation and restructuring activities, however this was partially offset by cost saving and productivity initiatives. The Suncorp Bank acquisition exceeded synergy targets, and Suncorp Bank continued to achieve strong financial and customer outcomes. Similarly, ANZ’s Institutional and NZ businesses continued to perform strongly. While ANZ Plus customer growth was strong, surpassing targets, migration to the new platform was deferred due to the planned change in migration approach from a product focus to a single ANZ Plus front end for the benefit of all customers. Positive progress was also made on ANZ’s ESG targets and the implementation of the modern banking platform core in NZ. However, shortcomings in ANZ’s NFR management and risk culture resulted in impacts to the customer experience, significant remediation costs, a penalty from ASIC, an additional \$250m capital overlay, and ANZ entering a Court Enforceable Undertaking with APRA. As a result, ANZ’s reputation was impacted and the Board considered it appropriate to apply a significant adjustment to the overall assessment of performance via the Risk Modifier, with an overall 2025 performance outcome of 30% of maximum. The Board believes that this outcome appropriately reflects what was a challenging year for ANZ. Irrespective of the overall assessment, given the particular circumstances and challenges facing ANZ, no STVR was awarded this year to the current and former CEO and our Australian based executive leadership team. Importantly, the journey towards a stronger, more customer focused, simplified and resilient ANZ has commenced, with clear lessons learned and a renewed focus on sustainable growth and stakeholder confidence. ### 6.1.2 CEOs and DEs STVR – 2025 outcomes The STVR awarded tables show a year-on-year comparison of STVR awarded to the current and former CEOs, and current and former Disclosed Executives for the 2024 and 2025 performance periods. STVR awarded reflects actual cash and the deferred shares component of STVR awarded in respect of the relevant financial year. As non-cash components are subject to future vesting outcomes, the awarded value may be higher or lower than the future realised value. #### Current CEO While the current CEO N Matos is not accountable for the various NFR Matters due to his commencement in May 2025, the CEO proposed and the Board approved a zero STVR outcome for 2025 (0% of maximum opportunity). #### Former CEO The Board determined that an STVR outcome for S Elliott of zero (0% of maximum opportunity) was appropriate for 2025 having regard to the overall performance of the Group, and his accountability as the former CEO for the various NFR Matters. Whilst the table below shows the 2024 STVR awarded to S Elliott as previously disclosed in the 2024 Remuneration Report, the 2024 STVR deferred shares have subsequently been subject to the application of malus (see People & Culture Committee Chair letter). | Actual STVR | STVR as % of Maximum opportunity | |---|---| | **Current CEO** | | | N Matos¹ | \$0 | 0% | | **Former CEO** | | | S Elliott¹ | \$1,300,000 | 52% | | **Current Disclosed Executives** | | | M Bullock¹ | \$155,000 | 46% | | E Clements¹ | \$0 | 0% | | K Corbally | \$0 | 0% | | F Faruqui | \$0 | 0% | | C Morgan | \$0 | 0% | | B Rush¹ | \$228,519 | 64% | | A Watson² | \$692,131 | 62% | | M Whelan | \$0 | 0% | | **Former Disclosed Executives** | | | M Carnegie¹ | \$0 | 0% | | G Florian¹ | \$0 | 0% | | A Strong¹ | \$0 | 0% | ¹ STVR based on time as a Disclosed Executive in 2024 (E Clements), 2025 (M Bullock, B Rush, M Carnegie, G Florian, A Strong). ² Paid in NZD and converted to AUD. Year to date average exchange rate used to convert NZD to AUD as at 30 September for the relevant year. ## 6.2 Long term variable remuneration (LTVR) The LTVR rewards for the achievement of longer term strategic objectives, drives outperformance relative to peers, and creates long-term sustained value for all stakeholders. ### 6.2.1 CEOs and DEs LTVR – 2025 outcomes #### 2025 Received LTVR 2020 performance rights granted to the former CEO and Disclosed Executives (excluding the CRO) in December 2020, reached the end of their performance period in November 2024. Based on performance against hurdles, 25% of the performance rights vested. The remaining 75% of rights lapsed and executives received no value from this proportion of the awards. **Performance rights vesting outcomes** | Hurdle | Grant date¹ | First date exercisable¹ | ANZ TSR/ CAGR² TSR threshold | Mean TSR/ CAGR² TSR target | Upper quartile TSR/CAGR² TSR maximum target | % vested | Overall performance rights outcome | |---|---|---|---|---|---|---|---| | 75% relative TSR Select Financial Services (SFS) comparator group | 07-Dec-20 | 22-Nov-24 | 103.31% | 124.57% | 133.45% | 0% | 25% vested and 75% lapsed | | 25% absolute CAGR² TSR | 07-Dec-20 | 22-Nov-24 | 19.42% | 8.5% | 12.75% | 100% | | ¹ Grant date for the former CEO was 16 December 2020, and date first exercisable was 16 December 2024. The former CEO’s performance period was the same as the performance period for Disclosed Executives. ² Compound Annual Growth Rate (CAGR). #### 2025 Awarded LTVR and pre grant assessment outcome This section relates to 2025 LTVR awards allocated in November 2024 as part of the 2024 review process, whereas the next section (6.2.2) relates to 2026 LTVR awards to be allocated in November/December 2025 as part of the 2025 review process. As disclosed in the 2024 Remuneration Report and informed by information available at that time, the Board determined in October 2024 that the 2025 LTVR restricted rights (50% of full LTVR opportunity), should be awarded at 90% of full opportunity to current Disclosed Executives (November 2024) and the former CEO (December 2024 post 2024 AGM) due to risk considerations. This adjustment formed part of a holistic assessment (i.e. including consideration of risk adjustments impacting STVR), to ensure a proportionate collective impact for the NFR matters contributing to the additional capital overlay. This resulted in a total 2025 LTVR award (awarded at the start of the 2025 financial year) at 95% of full opportunity (90% of full opportunity for the CRO, whose LTVR is delivered wholly in restricted rights). The restricted rights component of LTVR was subject to a pre grant assessment by the Board (outcomes are summarised below), and will be subject to a pre vest assessment by the Board of non-financial measures at the end of the four-year performance period to determine whether the restricted rights should vest in full. **Restricted rights 2025 pre grant assessment (Section 5.4.2)** | Step | Action | Outcome | |---|---|---| | Step 1 | Assess Prudential Soundness | Met | | Step 2 | Assess Risk measures | Not met | | Step 3 | Apply Board discretion | No adjustment | | **Pre grant assessment outcome** | | **90%** | The performance rights component of LTVR is subject to TSR hurdles, which will determine the level of vesting and subsequent value of performance rights at the end of the performance period. **Former CEO LTVR:** 2025 LTVR was to be subject to shareholder approval at the 2024 AGM. Prior to the 2024 AGM, the former CEO forfeited his 2025 LTVR award of \$3,206,250 (128.25% of FR, which would have been delivered in the form of 53% performance rights and 47% restricted rights) resulting in the withdrawal of the resolution. **Current and former Disclosed Executives’ LTVR:** 2025 LTVR awarded at 95% of their full opportunity (128.25% of FR, and 90% for the CRO), delivered as part performance rights and part restricted rights (except for the CRO whose LTVR was delivered wholly in restricted rights). **2025 Awarded LTVR – CEOs and Disclosed Executives** | | LTVR full opportunity¹ | Actual LTVR¹ | LTVR as % of Full opportunity | |---|---|---|---| | | \$ | Total LTVR¹ \$ | LTVR performance rights \$ | LTVR restricted rights \$ | | | **Current CEO² and Current Disclosed Executives³** | | | | | | | E Clements | 1,147,500 | 1,090,125 | 573,750 | 516,375 | 95% | | K Corbally | 1,300,000 | 1,170,000 | - | 1,170,000 | 90% | | F Faruqui | 1,721,250 | 1,635,188 | 860,625 | 774,563 | 95% | | C Morgan | 1,552,500 | 1,474,875 | 776,250 | 698,625 | 95% | | A Watson⁴ | 1,525,007 | 1,448,756 | 762,503 | 686,253 | 95% | | M Whelan | 2,025,000 | 1,923,750 | 1,012,500 | 911,250 | 95% | | **Former CEO and Former Disclosed Executives** | | | | | | | S Elliott⁵ | 3,375,000 | - | - | - | 0% | | M Carnegie⁶ | 1,755,000 | 1,667,250 | 877,500 | 789,750 | 95% | | G Florian⁶ | 1,704,375 | 1,619,156 | 852,188 | 766,969 | 95% | | A Strong⁶ | 1,215,000 | 1,154,250 | 607,500 | 546,750 | 95% | ¹ LTVR full opportunity based on FR at start of financial year. ² N Matos did not receive a 2025 LTVR award, however approval will be sought from shareholders at the 2025 AGM to ‘top up’ his 2026 LTVR award in recognition of his commencement as CEO in 2025. ³ 2025 LTVR award granted in November 2024 - prior to M Bullock and B Rush becoming Disclosed Executives. ⁴ Awarded in NZD and converted to AUD. Year to date average exchange rate used to convert NZD to AUD as at 30 September for the relevant year. ⁵ S Elliott forfeited his 2025 LTVR resulting in the withdrawal of the resolution seeking shareholder approval at the 2024 AGM of the proposed grant of restricted rights and performance rights to the former CEO. ### 6.2.2 2026 LTVR and pre grant assessment outcome Taking into account the findings of independent reviews into the NFR Root Causes and the Markets matters completed in 2025, the Board determined in October 2025 that the 2026 LTVR restricted rights (50% of full LTVR opportunity), should be awarded at 100% of full opportunity to three of the current Disclosed Executives (November 2025) and the current CEO (December 2025 post 2025 AGM). The Board also determined that two of the current Disclosed Executives will have their 2026 LTVR restricted rights impacted by the risk based pre grant assessment: the Group Executive, Institutional will be awarded zero of full restricted rights opportunity, and the Group Executive, Australia Commercial will be awarded 50% of full restricted rights opportunity. This decision was balanced against the future focused nature of this award and the need to ensure overall consequences were appropriate. Following the announcement of the CRO stepping out of a Disclosed Executive role, he is not eligible to receive 2026 LTVR. The former CEO and former Disclosed Executives are also not eligible to receive 2026 LTVR. The restricted rights component of LTVR was subject to a pre grant assessment by the Board (outcomes are summarised below), and will be subject to a pre vest assessment by the Board of non-financial measures at the end of the four-year performance period to determine whether the restricted rights should vest in full. **Restricted rights 2026 pre grant assessment (Section 5.4.2)** | Step | Action | Outcome | |---|---|---| | Step 1 | Assess Prudential Soundness | Met | | Step 2 | Assess Risk measures | Not met | | Step 3 | Apply Board discretion | Assessed at individual level | | **Pre grant assessment outcome** | | **0% to 100%** | The performance rights component of LTVR is subject to TSR hurdles, which will determine the level of vesting and subsequent value of performance rights at the end of the performance period. **Current CEO LTVR:** 2026 LTVR is subject to shareholder approval at the 2025 AGM – 2026 LTVR award of \$4,691,250, delivered in the form of 50% performance rights and 50% restricted rights. 2026 LTVR includes a ‘top up’ in recognition of his commencement as CEO in 2025 (noting that N Matos did not receive a 2025 LTVR award). **Current Disclosed Executives’ LTVR:** 2026 LTVR awarded at between 50% and 100% of their full opportunity, delivered as part performance rights and part restricted rights. **2026 LTVR opportunity – CEOs and Disclosed Executives** | | 2026 LTVR restricted rights pre grant assessment outcome | LTVR restricted rights (50% of full opportunity) | LTVR performance rights (50% of full opportunity) | Total 2026 LTVR | LTVR as % of full opportunity¹ | |---|---|---|---|---|---| | **Current CEO and Current Disclosed Executives** | | | | | | | N Matos² | 100% | 50% | 50% | 100% | | | M Bullock³ | - | - | - | - | | | E Clements | 100% | 50% | 50% | 100% | | | K Corbally⁴ | - | - | - | - | | | F Faruqui | 100% | 50% | 50% | 100% | | | C Morgan | 50% | 25% | 50% | 75% | | | B Rush⁵ | 100% | 100% | - | 100% | | | A Watson | 100% | 50% | 50% | 100% | | | M Whelan | 0% | 0% | 50% | 50% | | | **Former CEO and Former Disclosed Executives** | | | | | | | S Elliott⁶ | - | - | - | - | | | M Carnegie⁶ | - | - | - | - | | | G Florian⁶ | - | - | - | - | | | A Strong⁶ | - | - | - | - | | ¹ LTVR full opportunity based on FR at start of financial year. ² N Matos did not receive a 2025 LTVR award, however approval will be sought from shareholders at the 2025 AGM to ‘top up’ his 2026 LTVR award in recognition of his commencement as CEO in 2025. ³ M Bullock is not eligible to receive 2026 LTVR, in accordance with the remuneration structure for his role. ⁴ K Corbally is not eligible to receive 2026 LTVR, following the announcement that he will step down from the CRO role. ⁵ B Rush is eligible to receive 2026 LTVR, in accordance with the remuneration structure for his role (FAR Accountable Person for Suncorp Bank). ⁶ The former CEO and former Disclosed Executives are not eligible to receive 2026 LTVR. ## 6.3 2025 Received remuneration This table shows the remuneration the current and former CEOs and current and former Disclosed Executives actually received in relation to the 2025 financial year as cash paid, or in the case of prior equity awards, the value which vested or lapsed/forfeited in 2025, i.e. vesting/lapse/forfeiture from November/December 2024. See section 10.1.1 for details on deferred variable remuneration which vested or lapsed/forfeited during the 2025 year. FR adjustments were received by two current Disclosed Executives (E Clements and C Morgan) and one former Disclosed Executive (A Strong) effective 1 October 2024 to maintain or improve market positioning, approved by the Board in October 2024. There were no other adjustments to FR for Disclosed Executives in 2025. **2025 Total received remuneration – CEOs and Disclosed Executives** Received value includes the value of prior equity awards which vested in that year | | Fixed remuneration \$ | Cash variable remuneration \$ | Total cash \$ | Deferred variable remuneration which vested in Nov/Dec 2024¹ \$ | Actual remuneration received² \$ | Deferred variable remuneration which lapsed/forfeited in Nov/Dec 2024¹,³ \$ | |---|---|---|---|---|---|---| | **Current CEO and Current Disclosed Executives** | | | | | | | | N Matos⁴ | 975,000 | - | 975,000 | - | 975,000 | - | | M Bullock⁴ | 160,000 | 93,000 | 253,000 | - | 253,000 | - | | E Clements⁵ | 850,000 | - | 850,000 | 304,580 | 1,154,580 | - | | K Corbally | 1,300,000 | - | 1,300,000 | 1,564,131 | 2,864,131 | - | | F Faruqui | 1,275,000 | - | 1,275,000 | 1,307,991 | 2,582,991 | (825,688) | | C Morgan⁵ | 1,150,000 | - | 1,150,000 | 329,760 | 1,479,760 | - | | B Rush⁴ | 288,397 | 114,260 | 402,656 | - | 402,656 | - | | A Watson⁶ | 1,115,606 | 346,066 | 1,461,672 | 1,058,998 | 2,520,670 | (761,273) | | M Whelan | 1,500,000 | - | 1,500,000 | 1,356,173 | 2,856,173 | (825,688) | | **Former CEO and Former Disclosed Executives** | | | | | | | | S Elliott | 2,500,000 | - | 2,500,000 | 2,773,971 | 5,273,971 | (3,488,272) | | M Carnegie⁴ | 1,092,000 | - | 1,092,000 | 1,173,955 | 2,265,955 | (930,782) | | G Florian⁴ | 1,388,750 | - | 1,388,750 | 1,119,112 | 2,507,862 | (844,476) | | A Strong⁴,⁵ | 675,000 | - | 675,000 | 552,313 | 1,227,313 | - | ¹ Point in time value of previously deferred remuneration granted as deferred shares and/or rights, and is based on the one day VWAP of ANZGHL shares traded on the ASX on the date of vesting or lapsing/forfeiture multiplied by the number of deferred shares and/or rights. See section 10.1.1 for details. ² The sum of fixed remuneration, cash STVR and deferred variable remuneration which vested during the year. ³ The lapsed/forfeited values relate to 75% of the performance rights awarded in December 2020 lapsing in November 2024 due to the performance hurdles not being met. ⁴ Fixed remuneration based on time as CEO (N Matos)/Disclosed Executive (M Bullock, B Rush, M Carnegie, G Florian, A Strong). ⁵ Fixed remuneration reflects increases applied from 1 October 2024 to maintain or improve market positioning (E Clements, C Morgan, A Strong). ⁶ Paid in NZD and converted to AUD. Year to date average exchange rate used to convert NZD to AUD as at 30 September for the relevant year. ## 6.4 2025 Statutory remuneration – CEO and Disclosed Executives The following table outlines the statutory remuneration disclosed in accordance with Australian Accounting Standards. While it shows the FR awarded (cash and superannuation contributions) and also the cash component of the 2025 variable remuneration award, it does not show the actual variable remuneration awarded or total received in 2025 (Sections 6.1.2, 6.2.1 and 6.2.2), nor does it reflect the application of malus applied to unvested equity as detailed in section 10.1.1. Instead, the table shows the amortised accounting value for this financial year of deferred remuneration (including prior year awards). | Financial year | Cash salary \$ | Non monetary benefits² \$ | Total cash incentive³ \$ | Super contributions⁴ \$ | Long service leave accrued during the year⁵ \$ | |---|---|---|---|---|---| | **Current CEO and Current Disclosed Executives** | | | | | | | N Matos⁸ 2025 | 975,000 | 52,228 | - | - | 14,408 | | M Bullock⁸ 2025 | 151,781 | 8,774 | 93,000 | 8,219 | 2,313 | | E Clements⁸,⁹ 2025 | 819,551 | 12,710 | - | 30,449 | 24,259 | | 2024 | 755,468 | 13,042 | 235,200 | 28,532 | 62,803 | | K Corbally 2025 | 1,270,051 | 10,210 | - | 29,949 | 17,940 | | 2024 | 1,271,968 | 10,394 | 312,000 | 28,032 | 28,812 | | F Faruqui 2025 | 1,245,051 | 24,043 | - | 29,949 | 18,636 | | 2024 | 1,246,968 | 15,990 | 442,500 | 28,032 | 19,593 | | C Morgan⁹ 2025 | 1,119,551 | 22,124 | - | 30,449 | 17,267 | | 2024 | 1,106,468 | 33,024 | 325,000 | 28,532 | 17,191 | | B Rush⁸ 2025 | 280,910 | - | 114,260 | 7,487 | 22,945 | | A Watson⁵,¹⁰ 2025 | 1,056,978 | 18,938 | 346,066 | 60,279 | 8,542 | | 2024 | 1,043,345 | 10,870 | 398,830 | 64,667 | 7,560 | | M Whelan 2025 | 1,470,051 | 10,210 | - | 29,949 | 20,239 | | 2024 | 1,471,968 | 10,394 | 297,500 | 28,032 | 31,775 | | **Former CEO and Former Disclosed Executives** | | | | | | | S Elliott⁸,¹¹ 2025 | 2,462,551 | 21,730 | - | 37,449 | - | | 2024 | 2,471,968 | 10,394 | 650,000 | 28,032 | 34,899 | | M Carnegie⁸,¹² 2025 | 1,061,551 | 23,103 | - | 30,449 | - | | 2024 | 1,271,468 | 30,510 | 432,500 | 28,532 | 24,194 | | G Florian⁸,¹³ 2025 | 1,333,083 | 19,106 | - | 42,638 | - | | 2024 | 1,234,468 | 21,358 | 432,500 | 28,032 | 19,520 | | A Strong⁸,⁹,¹⁴ 2025 | 645,051 | 6,383 | - | 29,949 | - | | 2024 | 821,968 | - | 290,000 | 28,032 | 33,855 | ¹ Cash salary includes any adjustments required to reflect the use of ANZ’s Lifestyle Leave Policy for the period in the KMP role. ² Non monetary benefits generally consist of company funded benefits (and the associated Fringe Benefits Tax) such as car parking, taxation services and costs met by the Company in relation to relocation/accommodation. ³ The total cash incentive relates to the cash component of STVR only. The relevant amortisation of the STVR deferred components is included in share-based payments and has been amortised over the vesting period. The total STVR was approved by the ANZBGL and ANZGHL Boards in October 2025, and in addition for A Watson by the ANZ NZ Board in October 2025. 100% of the cash component of the STVR awarded for the 2024 and 2025 years vested to the executive in the applicable financial year. ⁴ For Australian based executives other than N Matos, the 2024 and 2025 superannuation contributions reflect the Superannuation Guarantee Contribution based on the Maximum Contribution Base. As N Matos is a holder of a long stay visa, his fixed remuneration does not include the Superannuation Guarantee Contribution, however he is able to elect voluntary superannuation contributions. A Watson participates in KiwiSaver where ANZ provides an employer superannuation contribution matching member contributions up to 4% of total gross pay. KiwiSaver employer superannuation contributions are also contributed on top of cash STVR at the time of payment. ⁵ For Australian based executives, long service leave accrued takes into consideration the impact of changes to the Superannuation Guarantee percentage. Year-on-year fluctuations in long service leave accrued relate to the impact of historical fixed remuneration increases on the accrual as calculated at the end of each financial year and the Superannuation Guarantee percentage. ⁶ As required by AASB 2 Share-based payments, the amortisation value includes a proportion of the fair value (taking into account market-related vesting conditions) of all equity that had not yet fully vested as at the commencement of the financial year. The fair value is determined at grant date and is allocated on a straight-line basis over the relevant vesting period. The amount included as remuneration neither relates to, nor indicates, the benefit (if any) that the executive may ultimately realise if the equity becomes exercisable. No terms of share-based payments have been altered or modified during the financial year. There were no cash settled share-based payments or any other form of share-based payment compensation during the financial year for the current or former CEOs or current or former Disclosed Executives. Note that the statutory remuneration for the former CEO and former Disclosed Executives is disclosed up to the date they ceased employment with ANZ, rather than the date they ceased in role. | Share–based payments⁶ | | | | | | | |---|---|---|---|---|---|---| | **Variable remuneration** | **Other equity allocations⁷** | | | | | **Total remuneration** | | Deferred shares \$ | Deferred share rights \$ | Restricted rights \$ | Performance rights \$ | Deferred shares \$ | Termination benefits \$ | \$ | | - | - | - | - | - | - | 1,041,636 | | 3,889 | 28,963 | - | - | - | - | 296,939 | | 177,824 | - | 170,159 | 92,268 | - | - | 1,327,220 | | 258,379 | - | 74,331 | 41,931 | - | - | 1,469,686 | | 262,990 | 106,601 | 627,587 | - | - | - | 2,325,328 | | 504,806 | 184,609 | 412,784 | - | - | - | 2,753,405 | | 318,456 | 1,023 | 418,445 | 342,243 | - | - | 2,397,846 | | 587,723 | 11,970 | 276,254 | 339,842 | - | - | 2,968,872 | | 181,405 | - | 322,058 | 176,676 | 55,156 | - | 1,924,686 | | 248,970 | - | 193,884 | 109,398 | 238,340 | - | 2,300,807 | | 14,852 | - | 28,580 | - | - | - | 469,034 | | 408,520 | - | 370,899 | 310,191 | - | - | 2,580,413 | | 494,722 | - | 244,918 | 294,280 | - | - | 2,559,192 | | 290,184 | - | 490,988 | 393,757 | - | - | 2,705,378 | | 589,980 | - | 323,689 | 378,985 | - | - | 3,132,323 | | 802,902 | - | 1,866,081 | 1,492,733 | - | 999,208 | 7,682,654 | | 983,953 | - | 470,353 | 1,050,043 | - | - | 5,699,642 | | 405,453 | - | 1,559,907 | 929,167 | - | 708,122 | 4,717,752 | | 537,168 | - | 278,624 | 318,478 | - | - | 2,921,474 | | 396,513 | - | 1,494,480 | 924,111 | - | 465,331 | 4,675,262 | | 519,518 | - | 262,636 | 314,818 | - | - | 2,832,850 | | 300,202 | - | 1,023,405 | 546,818 | - | 368,829 | 2,920,637 | | 382,072 | - | 173,812 | 94,524 | - | - | 1,824,263 | ⁷ Other equity allocations (C Morgan) relate to the employment arrangements of deferred variable remuneration forfeited and bonus opportunity forgone as a result of joining ANZ. ⁸ Remuneration based on time as a KMP in either 2024 (E Clements) or 2025 (N Matos, M Bullock, B Rush, S Elliott, M Carnegie, G Florian, A Strong). ⁹ 2025 fixed remuneration reflects increases applied from 1 October 2024 to maintain or improve market positioning (E Clements, C Morgan, A Strong). ¹⁰ Paid in NZD and converted to AUD. ¹¹ 2025 remuneration for S Elliott based on time as a KMP up to date of cessation 30 September 2025 (noting that his annual FR for 2025 was \$2.5m). Termination benefits reflect payment for accrued annual leave and long service leave and payment in lieu of notice in accordance with his contract, payable on cessation of employment. Year-on-year increase in total remuneration relates to the future year expensing treatment of unvested deferred remuneration brought forward for disclosure purposes only and the provision of contractual items on termination. ¹² 2025 remuneration for M Carnegie based on time as a KMP up to date of cessation 1 August 2025 (noting that her annual FR for 2025 was \$1.3m). Termination benefits reflect payment for accrued annual leave and long service leave and payment in lieu of notice in accordance with her contract, payable on cessation. ¹³ 2025 remuneration for G Florian based on time as a KMP up to date of cessation 7 November 2025 (noting that his annual FR for 2025 was \$1.2625m). Termination benefits reflect payment for accrued annual leave and long service leave and payment in lieu of notice in accordance with his contract, payable on cessation of employment. ¹⁴ 2025 remuneration for A Strong based on time as a KMP up to date of cessation 1 July 2025 (noting that his annual FR for 2025 was \$0.9m). Termination benefits reflect payment for accrued annual leave and long service leave and payment in lieu of notice in accordance with his contract, payable on cessation of employment. ## 5.4 LTVR remuneration detail The LTVR has two components – LTVR performance rights and LTVR restricted rights. The weighting of LTVR at full opportunity is 50:50 for the CEO and Disclosed Executives with the exception of the CRO and Acting Group Executive, Australia Retail and CEO Suncorp Bank, whose allocations are 100% LTVR restricted rights. The Acting Group Executive, Technology & Group Services is not eligible to receive LTVR. Having a risk-based focus reflects the intent of APRA’s Prudential Standard CPS 511 Remuneration in ensuring remuneration arrangements appropriately incentivise individuals to prudently manage risks. The performance conditions are designed to ensure there is focus on both material risk events and building a strong risk culture over the longer term. The award of restricted rights ensures that LTVR provides material weight to non-financial measures (as required under CPS 511 Remuneration), as well as supporting long-term alignment with shareholders. The following tables detail features of the LTVR performance rights and LTVR restricted rights. This is the LTVR approach that applied to the 2025 LTVR award granted in November 2024. ### 5.4.1 LTVR performance rights (PR) – CEO and Disclosed Executives excluding the CRO¹ | LTVR PR element | Detail | |---|---| | Objective | To align with the achievement of stretching performance objectives that support our business strategy and drive long-term sustainable outcomes for shareholders, with material weight provided to non-financial measures in accordance with Prudential Standard CPS 511 Remuneration. | | Full opportunity | CEO and Disclosed Executives (excluding the CRO¹) 67.5% of FR. | | Eligibility | CEO and Disclosed Executives excluding the CRO.¹ | | Link to performance | Relative and Absolute Total Shareholder Returns outcomes. | | Delivery vehicle and security issued | Performance rights – each performance right is a right to acquire one ordinary ANZ share at nil cost subject to meeting of performance conditions. | | Performance period | Four years from 1 October 2024 to 30 September 2028. | | Performance measures | The performance rights are subject to two performance hurdles: • 75% weighting – Relative Total Shareholder Return (RTSR) measures ANZ’s share price movement, dividends paid, and any return on capital compared with the RTSR performance over the performance period of a comparator group of companies comprising select financial services companies as detailed below. • 25% weighting – Compound annual growth rate of Absolute Total Shareholder Return (ATSR) equalling or exceeding ANZ’s weighted average cost of capital (WACC). The ATSR hurdle is an internal hurdle focused on ANZ achieving or exceeding a threshold level of growth being the WACC over the performance period. Value is created for shareholders when the ATSR exceeds ANZ’s WACC. The Board will review and approve any changes to the WACC on a quarterly basis throughout the performance period, based on the output from the Capital Asset Pricing Model (CAPM) methodology, which takes into consideration the risk-free bond rate, the market risk premium and the beta – i.e. the volatility of ANZ’s historical share price relative to the market. | | Performance hurdles | **RTSR** If ANZ’s TSR when compared to the TSR of the constituents of the comparator group: | The percentage of performance rights which will vest is: | | | Does not reach the 50th percentile | 0% | | | Reaches or exceeds the 50th percentile | 50%, plus 2% for every one percentile increase above the 50th percentile up to the 75th percentile | | | Reaches or exceeds the 75th percentile | 100% | | | **ATSR** If the ATSR of ANZ: | The percentage of performance rights which will vest is: | | | Does not reach the threshold² | 0% | | | Reaches the threshold | 50% | | | Exceeds the threshold but does not reach 150% of threshold | Progressive pro-rata vesting between 50% and 100%, on a straight line basis | | | Reaches or exceeds 150% of threshold | 100% | | Holding period | The holding period commences the day after the end of the four-year performance period, and finishes on the 4th, 5th or 6th anniversary of grants. | | Deferral period | The deferral period is the sum of the four-year performance period and the applicable holding period. | ```mermaid gantt title Deferral period illustration dateFormat YYYY axisFormat %Y section Performance Period 4-year Performance Period : 2025, 4y section Holding Period ~1 yr HP : 2029, 1y ~2 yr HP : 2029, 2y section Deferral period Year 4 CEO: 33% / DE: 50% : 2029, 1y Year 5 CEO: 33% / DE: 50% : 2030, 1y Year 6 CEO 34% : 2031, 1y ``` Deferral period = 4-year Performance Period + Holding Period (HP) | Exercise period | Performance rights can only be exercised at the end of the relevant deferral period when the rights vest and become exercisable. There is a two-year exercise period which commences at the end of the relevant deferral period. | |---|---| | Downward adjustment including malus and clawback | Subject to the Board’s ongoing discretion to apply malus and clawback – considered by the Board before any scheduled release of deferred remuneration. | | Comparator companies | When considering an appropriate cohort of peers for benchmarking RTSR performance, the Board take into consideration organisations with a similar scope of activities, common geographical focus, broadly comparable risk compliance and regulatory profiles, and relative stability and transparency across market cycles. The Select Financial Services (SFS) comparator group³ is made up of: Bank of Queensland Limited; Bendigo and Adelaide Bank Limited; Commonwealth Bank of Australia Limited; Macquarie Group Limited; National Australia Bank Limited; Standard Chartered PLC; and Westpac Banking Corporation. | | Dividends | A dividend equivalent payment is made in respect of performance rights that vest. These are accrued from the beginning of the holding period to the end of the relevant deferral period. For example, performance rights with a five-year deferral period will have dividends accrued for approximately a one-year period. | | Grant value and calculation of number of rights | The number of performance rights before any consideration of the pre grant assessment outcome is calculated as follows: CEO and Disclosed Executives (excluding the CRO and acting Group Executives): FR x 67.5% / five-day VWAP⁴ = estimated number of performance rights granted CRO: FR x 100% five-day VWAP⁴ = estimated number of restricted rights granted | | Satisfying vesting | On vesting, the Board may determine to settle the relevant LTVR performance rights with a cash equivalent payment, rather than with shares. | ¹ Also excluding acting Group Executives. ² Based on the WACC at the start of the performance period, the ATSR threshold was 9.75% and the full vesting level was based on an ATSR of 14.63%; this may be subject to change based on the WACC over the performance period unless the Board exercises discretion to set it otherwise. ³ As previously disclosed in the 2024 Remuneration Report, in July 2023 the Board approved the removal of Suncorp Group Limited from the comparator group, post the Suncorp Bank acquisition. This change applied to both prior awards currently on foot and future LTVR awards of performance rights from financial year 2025. ⁴ The value the Board uses to determine the number of performance rights to be allocated to the CEO and Disclosed Executives is the face value of ANZGHL shares traded on the ASX in the five trading days leading up to and including 1 October (beginning of the financial year and LTVR performance period). ### 5.4.2 LTVR restricted rights (RR) – CEO and Disclosed Executives¹ | LTVR RR element | Detail | |---|---| | Objective | To align with the achievement of stretching performance objectives that support our business strategy and drive long-term sustainable outcomes for shareholders, with material weight provided to non-financial measures in accordance with Prudential Standard CPS 511 Remuneration. | | Full opportunity | CEO and Disclosed Executives¹ (excluding CRO and Acting Group Executive, Australia Retail and CEO Suncorp Bank) 67.5% of FR, CRO and Acting Group Executive, Australia Retail and CEO Suncorp Bank 100% of FR. | | Eligibility | CEO and Disclosed Executives.¹ | | Link to performance | Subject to both a pre grant and pre vest assessment based on risk-based measures. | | Delivery vehicle and security issued | Restricted rights – each restricted right is a right to acquire one ordinary ANZ share at nil cost subject to meeting of applicable performance conditions. | ¹ Excluding Acting Group Executive, Technology & Group Services. **Restricted rights 2025 pre grant assessment (Section 5.4.2)** | Step | Action | Outcome | |---|---|---| | Step 1 | Assess Prudential Soundness | Met | | Step 2 | Assess Risk measures | Not met | | Step 3 | Apply Board discretion | Assessed at individual level | | **Pre grant assessment outcome** | | **0% to 100%** | **Performance period** Four years from 1 October 2024 to 30 September 2028. **Pre grant assessment** Determines whether any reduction should be made to LTVR restricted rights grant value. Based on whether ANZ has met in the prior financial year and plans to meet over the four-year performance period, the following prudential minimums: | Step 1 | Step 2 | Step 3 | |---|---|---| | **Assess Prudential soundness** | **Assess risk measures** | **Apply Board discretion** | | • Nil award if ANZ does not meet capital ratio and liquidity prudential minimums. | • Consideration of any Material Risk Outcomes² from executive actions or inactions which are expected to/or have resulted in significant impacts. • Consideration of any significant adverse change in APRA’s Active Supervision level. • Consideration of Risk Culture (additional measure for pre vest) that examines whether or not ANZ has maintained (or made progress towards) a sound risk culture, considering both executive actions or inactions. | • Board to determine whether any reduction should be made to LTVR restricted rights outcome based on consideration of a range of factors, including: – the outcomes from steps 1 and 2; – the impact, if any, of the issue/s on ANZ’s reputation/standing in the market; – whether the issue was specific to ANZ, the banking industry or the broader market; – any impacts already applied (e.g. regarding downward adjustment mechanisms, pre grant assessment impact to LTVR restricted rights); – whether any impact should be made on an individual or collective basis. | The assessments are not intended to be formulaic given the circumstances requiring the application of Board discretion will typically be different or unique, however a Board decision making framework is in place to guide the Board in applying discretion. **Pre vest assessment** Determines whether the LTVR restricted rights amount granted should vest in full and is based on outcomes over the four-year performance period. The pre vest assessment also takes into consideration any adjustments already applied for the same event/outcomes in either the current or prior years, i.e. adjustments to STVR and LTVR, malus and clawback, to ensure the overall impact is fair and proportionate to the severity of the outcome. | Step 1 | Step 2 | Step 3 | |---|---|---| | **Assess Prudential soundness** | **Assess risk measures** | **Apply Board discretion** | | • Nil award if ANZ does not meet capital ratio and liquidity prudential minimums. | • Consideration of any Material Risk Outcomes² from executive actions or inactions which are expected to/or have resulted in significant impacts. • Consideration of any significant adverse change in APRA’s Active Supervision level. • Consideration of Risk Culture (additional measure for pre vest) that examines whether or not ANZ has maintained (or made progress towards) a sound risk culture, considering both executive actions or inactions. | • Board to determine whether any reduction should be made to LTVR restricted rights outcome based on consideration of a range of factors, including: – the outcomes from steps 1 and 2; – the impact, if any, of the issue/s on ANZ’s reputation/standing in the market; – whether the issue was specific to ANZ, the banking industry or the broader market; – any impacts already applied (e.g. regarding downward adjustment mechanisms, pre grant assessment impact to LTVR restricted rights); – whether any impact should be made on an individual or collective basis. | ² Considers all risk types including capital adequacy risk, liquidity and funding risk, credit risk, market risk, climate risk, non-financial risk and strategic risk. | Holding period | The holding period commences the day after the end of the four-year performance period, and finishes on the 4th, 5th or 6th anniversary of grants. | |---|---| | Deferral period | The deferral period is the sum of the four-year performance period and the applicable holding period. | ```mermaid gantt title Deferral period illustration dateFormat YYYY axisFormat %Y section Performance Period 4-year Performance Period : 2025, 4y section Holding Period ~1 yr HP : 2029, 1y ~2 yr HP : 2029, 2y section Deferral period Year 4 CEO: 33% / DE: 50% : 2029, 1y Year 5 CEO: 33% / DE: 50% : 2030, 1y Year 6 CEO 34% : 2031, 1y ``` | Exercise period | Restricted rights can only be exercised at the end of the relevant deferral period when the rights vest and become exercisable. There is a two-year exercise period which commences at the end of the relevant deferral period. | |---|---| | Downward adjustment including malus and clawback | Subject to the Board’s ongoing discretion to apply malus and clawback – considered by the Board before any scheduled release of deferred remuneration. | | Dividends | A dividend equivalent payment is made in respect of restricted rights that vest. These are accrued from the beginning of the deferral period to the end of the relevant deferral period. For example, restricted rights with a five-year deferral period will have dividends accrued for approximately a five-year period. | | Grant value and calculation of number of rights | The number of restricted rights before any consideration of the outcome from the pre grant assessment is calculated as follows: CEO and Disclosed Executives (excluding CRO): FR x 67.5%/five-day VWAP³ = estimated number of restricted rights granted CRO: FR x 100% five-day VWAP³ = estimated number of restricted rights granted | | Material risk outcomes process | The consideration of material risk outcomes is a key process that forms part of our broader Accountability and Consequence Framework (A&CF) (Section 7), and is a comprehensive bottom-up process designed to ensure that all relevant events are surfaced and considered appropriately. Key steps include: • Risk, conduct and audit events are reported in ANZ’s Compliance & Operational Risk System. • Divisional Accountability Groups review serious risk, conduct and audit events, and provide recommendations regarding accountability and consequences, where appropriate. • Enterprise Accountability Group (EAG) reviews recommendations of the Divisional Accountability Groups and makes final determination (with some exceptions where local Board approval is required or for material risk takers and other non-administrative direct reports to the CEO, where Board approval is required). • People & Culture Committee reviews the most serious risk, conduct and audit events as part of independent report from CRO, and determines impacts at the Group, Division and individual level for the CEO and ExCo. | | Satisfying vesting | On vesting, the Board may determine to settle the relevant LTVR restricted rights with a cash equivalent payment, rather than with shares. | ³ The value the Board uses to determine the number of restricted rights to be allocated to the CEO and Disclosed Executives is the face value of ANZGHL shares traded on the ASX in the five trading days leading up to and including 1 October (beginning of the financial year and LTVR performance period). ### 5.5 Board discretion Variable remuneration is ‘at risk’ remuneration and can range from zero to maximum opportunity. At the end of the financial year, the Board¹ approves variable remuneration recommendations for the CEO and each Disclosed Executive following lengthy and detailed discussions and assessment, supported by comprehensive analysis of performance from a number of sources. Board discretion is applied when determining all CEO and Disclosed Executive variable remuneration outcomes including: * the outcomes of the ANZ Group and Divisional Scorecards; * STVR and LTVR outcomes for each financial year; * LTVR vesting outcomes (including pre vest assessment); and * downward adjustment of variable remuneration as part of consequence management, in accordance with applicable law and any terms and conditions provided (see below). #### Downward adjustment of variable remuneration The Board may choose to exercise the following options or a combination of these at any time, but will always consider their use, if any of the circumstances specified by Prudential Standard CPS 511 Remuneration occur. * In year adjustment is the primary adjustment mechanism under ANZ’s A&CF; further deferral/freezing, malus and/or clawback will be considered if not able to proportionally impact in year adjustment. * In year adjustment, further deferral/freezing and malus are applicable to all employees, while clawback is limited to select employees (primarily the CEO, Disclosed Executives and senior employees in jurisdictions where clawback regulations apply). | 1. In year adjustment | 2. Further deferral/freezing | 3. Malus | 4. Clawback | |---|---|---|---| | The most common type of downward adjustment, which reduces the amount of variable remuneration an employee may have otherwise been awarded for that year. | Delays the decision to pay/allocate variable remuneration, or further defers the vesting of deferred remuneration or freezes vested/unexercised shares and rights. This would typically only be considered where an investigation is pending/underway. | Is an adjustment to reduce the value of all or part of deferred remuneration before it has vested. Malus is used in cases of more serious performance or behaviour issues. Any and all variable remuneration we award or grant to an employee is subject to ANZ’s on-going and absolute discretion to apply malus and adjust variable remuneration downward (including to zero) at any time before the relevant variable remuneration vests. | Is the recovery of variable remuneration that has already vested or been paid (up to two years from vesting/payment or a longer period as determined by Board discretion, policy or applicable law). This would typically only be considered if the other types of downward adjustment/other consequences are considered inadequate given the severity of the situation. | Before any scheduled vesting of deferred remuneration, the Board (for the CEO, Disclosed Executives and other specified roles) and/or the Enterprise Accountability Group (EAG) (for other employees) considers whether any further deferral, malus, or clawback should be applied (Section 7). ¹ Remuneration arrangements for the Group Executive and CEO, New Zealand are determined and approved by the ANZ NZ Board in consultation with and endorsed by the Board, consistent with their respective regulatory obligations. ## 6. Executive remuneration outcomes Remuneration outcomes have been presented in the following three ways: 01. **Awarded remuneration – STVR and LTVR** (Sections 6.1.2, 6.2.1 and 6.2.2) Reflects actual cash and the deferred component of STVR awarded in the year. As non-cash components are subject to future vesting outcomes, the awarded value may be higher or lower than the future realised value. 02. **Received remuneration** (Sections 6.2.1, 6.3) Reflects the actual remuneration received in the year, i.e. cash paid and the value of previously awarded STVR deferred shares and LTVR restricted rights/performance rights which vested in the year. 03. **Statutory remuneration** (Section 6.4) Reflects remuneration in accordance with Australian Accounting Standards which includes FR and the amortised accounting value of equity based variable remuneration, not the actual awarded or received value in respect of the relevant financial year, i.e. includes the value of STVR and LTVR expensed in the year. This is different to remuneration received in 2025, which includes prior year awards which vested. ### 6.1 Short term variable remuneration (STVR) #### 6.1.1 ANZ Group Scorecard – 2025 outcomes On the following pages we have outlined ANZ’s 2025 Group Scorecard and provided a summary of outcomes for each Scorecard objective to inform the overall assessment for 2025. Scorecard objectives represent the key focus of the scorecard and basis for assessing performance. Scorecard key performance indicators (KPIs) help inform the assessment of performance against the objective, along with additional quantitative and qualitative inputs as appropriate. | Weight | Objective | Key Performance Indicator (KPI) | KPI result | 75% Threshold | 100% Target | 125% Exceed | |---|---|---|---|---|---|---| | **Financial** | | | | | | | | 1 | 35% | Deliver strong financial outcomes; focused on high quality growth and returns | Cash NPAT (v Plan) \$m | \$5,787 or adjusted¹ | 6,572 | 7,302 | 7,667 | | | | Cash ROE (Internal Expected Loss (IEL) basis v Plan) | 7.00% or adjusted¹ | 8.24% | 9.16% | 9.62% | | 2 | 15% | Drive productivity; leverage AI, our geographic network and how we partner, to drive transformational change across the bank | Productivity (based on FY24 baseline) | \$343m | | | | | 3 | 10% | Deliver value from the Suncorp Bank acquisition; manage Suncorp Bank well, growing high value Suncorp customer deposits and deliver the benefits of integration as planned | Suncorp Bank Funds under Management (Deposits) | \$2.64bn | | \$2,044bn | | | | | Integration cost net of synergies | \$47.9m | | \$76m | | | 4 | 10% | Grow the number of active ANZ Plus customers and launch new products and features; by executing our roadmap, deepening engagement, and scaling the migration of existing customers | Number of active ANZ Plus customers | 863K | | 800K | n/a | | | | Percentage of ANZ Plus customers engaged with a Financial Wellbeing (FWB) feature | 49.4% | | 38% | | | | | Number of ANZ transact and save customers migrated to ANZ Plus | 0 (adjusted approach) | | 500K | | | **Strategic** | | | | | | | | 5 | 15% | Improve core platform resilience: a) Deliver Key NFR Transformation Initiatives | Complete the implementation of all 16 risk themes in I.AM Amplified | All 16 risk themes now live | n/a | 16 | n/a | | | | Deliver a clear and well progressed plan for fully sustainably embedding the I.AM Amplified transformation | Plan has been superseded by the APRA Enforceable Undertaking, and subsequent actions | Plan Delivered | n/a | | | | 5% | b) Launch and progress the implementation of the Modern Banking Platform Core in NZ | Successfully launch Term Deposits on Modern Banking Platform (MBP) to Personal customers in the live production environment | Target delivered | | | | | 6 | 10% | Strengthen our reputation; enhancing our employee value proposition and our social license to operate | Improved Inclusion Index | 67.3% | | 69.9% | | | | | Deliver Environmental ESG targets as planned | 2 targets exceeded, 2 targets achieved | All 4 ESG targets achieved | n/a | | **ANZ Group Scorecard Assessment (pre-Risk Modifier)** Below target ¹ There were several material items impacting the evaluation of 2025 financial performance which were not factored into the original Plan approved by the Board, such as large scale restructuring and ASIC imposed penalties and customer remediation. The Board considered the various relevant items and determined an adjusted value for the Scorecard assessment related to the impairment of the Panin carrying value (\$285m) and the accelerated recognition of future costs attributable to the accelerated Suncorp Bank migration timelines (\$68m). ² These are a subset of ANZ’s ESG targets, which are set out in the 2025 ESG Report. The basis of measurement used for assessing achievement of the ESG targets in the Remuneration Report may differ to that used in the ESG Report. ## 7. Accountability and Consequence Framework ### 7.1 Board considerations of consequences for material risk, audit and conduct events Considerations regarding accountability and consequences for our most senior executives are considered and determined by the People & Culture Committee and Board, including the application of malus and clawback (Section 5.5) for the CEO and Disclosed Executives. When determining consequences, consideration is given to the level of accountability, and the severity of the issue, including customer impacts. Consequences may include, for example, one or more of the following: counselling, formal warnings, impacts to in-year performance and remuneration outcomes or the application of malus to previously deferred remuneration and ultimately termination of employment or clawback for the most serious issues. As part of our standard process, reports on the most material risk, audit and conduct issues are presented to the People & Culture, Risk and Audit Committees at a joint meeting. This information is considered by the Board when assessing the performance of the Group and in determining the performance and remuneration outcomes of the CEO and Disclosed Executives. The Board has exercised its discretion in 2025 to apply malus to the unvested deferred remuneration held by the former CEO, three former Disclosed Executives and other former executives. ### 7.2 Role of the Enterprise Accountability Group The Enterprise Accountability Group (EAG) is the governance mechanism for the operation of the Accountability and Consequence Framework (A&CF), and reviews accountability and consequences for employees below the CEO and ExCo/Disclosed Executives. The EAG is chaired by the CEO and members include the CRO, CFO and GE T&C. It operates under the delegated authority of the People & Culture Committee, and is responsible for: * supporting the Board in monitoring the implementation and ongoing effectiveness of ANZ’s A&CF; * reviewing the most material risk, conduct and audit events to determine accountability and the application of consequences, where appropriate; * providing guidance to the Divisions and considering initiatives across the Divisions to strengthen risk behaviours; * acknowledging material positive risk events and recognising risk role models, whose achievements are profiled across the organisation; * approving the release or application of downward adjustment for deferred variable remuneration (noting that for the CEO and Disclosed Executives this is approved by the Board). The EAG has processes in place to ensure that we mitigate the risk of conflicts of interest in reviewing events and determining accountability and consequences. For example, when undertaking accountability reviews, a recommendation regarding the review leader and scope must be approved by the CRO (or in the case of an event involving Group Risk by the CEO), to ensure the individual is capable of undertaking an impartial and unbiased review. ### 7.3 Risk role models In 2025, 142 individuals were recognised by the EAG for role modelling outstanding risk behaviours through their efforts to identify, manage and mitigate the organisation’s risks and contribute to a strong risk culture. Recognition included a personalised e-mail from the CEO, local recognition events, and having their achievement profiled on our intranet and in internal newsletters. ### 7.4 Compliance with Prudential Standard CPS 511 Remuneration ANZ’s A&CF is an integral part of our enterprise approach to meeting the requirements of APRA’s Prudential Standard CPS 511 Remuneration. We introduced clawback provisions for the CEO and our Disclosed Executives effective 2022, in addition to existing downward adjustment tools such as in-year adjustment, further deferral and malus. In 2025, we have continued to raise employee awareness with respect to accountability and consequences through explicit references to the A&CF (including remuneration consequences) in employee training and communications and performance and remuneration policies. In addition, as part of our annual performance and remuneration process, we have provided People Leaders with guidance regarding appropriate (and in some cases, mandatory) remuneration consequences for conduct and performance issues, including insights from consequences applied in the previous year. These activities are part of our continued focus on consistency in the application of remuneration consequence across ANZ globally. ### 7.5 Evolving the Accountability & Consequence Framework Our A&CF is designed to support our commitment that when things go wrong, we fix them and hold executives (current and former where we can), to account where appropriate. We are also focused on ensuring that we learn from root causes of events, mitigate the risk of future recurrences and continuously seek to strengthen our risk culture. We review the effectiveness of the A&CF every year and implement enhancements to further strengthen the A&CF based on regulatory and internal stakeholder input. ### 7.6 Speak up culture We continue to raise employee awareness of, and promote the various ways employees can speak up and raise issues and ideas for improvement including initiatives such as: * targeted jurisdiction and business specific awareness sessions, designed to build trust in the process and promote speak up channels; * digital communications designed to build confidence and trust in the Whistleblower Program and process; * monitoring of responses in our employee engagement surveys. Key risk and speak up scores, including ‘My people leader (the person I report to) demonstrates personal accountability for managing risk and sound risk behaviours’ (92%), ‘In my team I can raise issues and concerns about risk management without fear of reprisals’ (90%), ‘In my team, it feels safe to ask questions, make mistakes, highlight problems & take social risks’ (85%) and ‘When I speak up, my ideas, opinions and concerns are heard’ (80%) remained high, in keeping with 2024, 2023 and 2022 results.¹ ### 7.7 Application of consequences In 2025, there were 1,569 employee relations cases involving alleged breaches of our Code, with 567 resulting in a formal consequence or the employee leaving ANZ, up from 488 in 2024. Outcomes following investigations of breaches this year included 127 terminations, 337 warnings and 103 employees leaving ANZ. In relation to the application of consequences to our senior leadership population (senior executives, executives and senior managers), 36 current and former employees (20 in 2024) had a consequence applied as a result of the application of our Code of Conduct Policy and/or findings of accountability for a relevant event. Consequences included warnings, impacts on performance and remuneration outcomes and dismissal. All employees and contractors across the enterprise are required to complete mandatory learning modules. Permanent employees who fail to complete their mandatory learning requirements within 30 days of the due date are (in the absence of genuinely exceptional circumstances) ineligible for any FR increase or variable remuneration award as part of our annual Performance and Remuneration Review. In 2025, the mandatory learning course compliance rate across the enterprise was 99.86%. ¹ Results reported are taken from the Q2 and/or Q4 employee engagement surveys, and Risk Culture Survey. ## 8. Internal governance ### 8.1 CEO and Disclosed Executives’ contract terms and equity treatment The details of the contract terms and the equity treatment on termination (in accordance with the Conditions of Grant) relating to the CEO and Disclosed Executives are below. Although they are similar, they vary in some cases to suit different circumstances. | Type of contract | Permanent ongoing employment contract. | |---|---| | Notice on resignation | • 12 months by CEO; • 6 months by Disclosed Executives.¹ | | Notice on termination by ANZ² | • 12 months by ANZ for CEO and Disclosed Executives.³ | However, ANZ may immediately terminate an individual’s employment at any time in the case of serious misconduct. In that case, the individual will be entitled only to payment of FR up to the date of their termination and their statutory entitlements. | How unvested equity is treated on leaving ANZ | Executives who resign or are terminated will forfeit all their unvested deferred equity – unless the Board determines otherwise. If an executive is terminated due to redundancy or they are classified as a ‘good leaver’, unless the Board determines otherwise, then: • their STVR (deferred shares/share rights)⁴ remain on foot and are released at the original vesting date; • their LTVR (restricted rights/performance rights)⁴ remain on foot and are released at the original vesting date (to the extent that the performance hurdles are met). On an executive’s death or total and permanent disablement, their deferred equity vests. Unvested equity remains subject to malus post termination. | |---|---| | Change of control (applies to the CEO only) | If a change of control or other similar event occurs, then we will test the performance conditions applying to the CEO’s LTVR (restricted rights/performance rights). They will vest to the extent that the performance conditions are satisfied. | ¹ 3 months for acting Group Executive roles. ² For E Clements, K Corbally, F Faruqui, C Morgan, B Rush, M Whelan, M Carnegie, G Florian and A Strong, their contracts state that in particular circumstances they may be eligible for a retrenchment benefit in accordance with the relevant ANZ policy, as varied from time to time. For M Bullock and A Watson, notice on retrenchment is 6 weeks and compensation on retrenchment is calculated on a scale up to a maximum of 79 weeks after 25 years’ service. ³ 3 months by ANZ for M Bullock and 6 months for B Rush. ⁴ For grants awarded from and including 20 August 2025, where all ‘good leaver’ criteria are satisfied the employee must also agree to enter into a separation agreement with ANZ. ### 8.2 Hedging prohibition All deferred equity must remain at risk until it has fully vested. Accordingly, executives and their associated persons must not enter into any schemes that specifically protect the unvested value of equity allocated. If they do so, then they would forfeit the relevant equity. ### 8.3 CEO and Disclosed Executives’ minimum shareholding requirement (MSR) We expect the CEO and each Disclosed Executive to hold ANZ issued securities. The CEO and Disclosed Executives are required: * to accumulate ANZ issued securities – over a five-year period from their appointment to the value of: * 200% of FR (150% of FR from 2026) for each Disclosed Executive; * 200% of FR for the CEO; and * to maintain this shareholding while they are an executive of ANZ. Executives are permitted to sell ANZ issued securities to meet taxation obligations on employee equity even if below the approved requirement. However, tax obligations for the purpose of these requirements is limited to that arising from the initial taxing point event (i.e. when the deferred shares vest or rights are exercised). ANZ issued securities include all vested and unvested equity (excluding performance rights and from 2026 also restricted rights). Based on equity holdings as at 30 September 2025, all executives who have served five years met their holding requirements. ## 9. Non-Executive Director (NED) remuneration ### 9.1 NED Remuneration structure The People & Culture Committee reviewed NED fees and determined not to increase fees for 2025. The fee structure is applicable to NEDs of ANZGHL and ANZBGL, and provides a single fee covering both Boards (i.e. membership of ANZGHL and ANZBGL Boards/Committees). Currently the fee structure applies irrespective of whether NEDs serve on one or more Boards. NEDs receive a fee for being a Director of the Board, and additional fees for either chairing, or being a member of a Board Committee. The Chairman of the Board does not receive additional fees for serving on a Board Committee. In setting Board and Committee fees, the following are considered: general industry practice, ASX Corporate Governance Principles and Recommendations, the responsibilities and risks attached to the NED role, the time commitment expected of NEDs on Group and Company matters, and fees paid to NEDs of comparable companies. ANZ compares NED fees to a comparator group of Australian listed companies with a similar market capitalisation, with particular focus on the major financial services institutions. This is considered an appropriate group, given similarity in size and complexity, nature of work and time commitment by NEDs. To maintain NED independence and impartiality: * NED fees are not linked to the performance of the Group; and * NEDs are not eligible to participate in any of the Group’s variable remuneration arrangements. The current aggregate fee pool for NEDs of \$4m was approved by shareholders at the 2012 AGM. The annual total of NEDs’ fees, including superannuation contributions, is within this agreed limit. This table shows the NED fee policy structure for 2025, which remains unchanged from 2024. **NED fee policy structure – 2025** | | Chair fee | Member fee | |---|---|---| | Board¹,² | \$850,000 | \$245,000 | | Audit Committee | \$68,000 | \$34,000 | | Risk Committee | \$68,000 | \$34,000 | | People & Culture Committee | \$68,000 | \$34,000 | | Digital Business & Technology Committee | \$68,000 | \$34,000 | | Ethics, Environment, Social & Governance Committee | \$68,000 | \$34,000 | ¹ Including superannuation. ² The Chairman of the Board does not receive additional fees for serving on a Board Committee. The Chairman of the Board and NEDs do not receive a fee for serving on the Nomination and Board Operations Committee. **NED minimum shareholding requirement (MSR)** We expect our NEDs to hold ANZ issued securities. NEDs are required: * to accumulate ANZ issued securities – over a five-year period from their appointment to the value of: * 100% of the NED member fee for Directors; * 100% of the Chairman fee for the Chairman; and * to maintain this shareholding while they are a Director of ANZ. Based on the ANZ share price as at 30 September 2025, all NEDs who have served five years met their holding requirement. ### 9.2 2025 Statutory remuneration – NEDS The following table outlines the statutory remuneration disclosed in accordance with Australian Accounting Standards. | | Financial year | Fees¹ \$ | Non monetary benefits² \$ | Super contributions¹ \$ | Total remuneration³ \$ | |---|---|---|---|---|---| | **Current Non-Executive Directors** | | | | | | | P O’Sullivan | 2025 | 820,051 | - | 29,949 | 850,000 | | | 2024 | 821,968 | - | 28,032 | 850,000 | | A Gerry⁴ | 2025 | 102,703 | - | 11,169 | 113,872 | | R Gibb⁴ | 2025 | 351,051 | - | 29,949 | 381,000 | | | 2024 | 206,291 | 184 | 18,253 | 224,728 | | H Kramer | 2025 | 363,347 | - | 29,949 | 393,296 | | | 2024 | 328,577 | 184 | 28,032 | 356,793 | | C O'Reilly | 2025 | 351,051 | - | 29,949 | 381,000 | | | 2024 | 362,484 | - | 28,032 | 390,516 | | J Smith | 2025 | 351,051 | - | 29,949 | 381,000 | | | 2024 | 347,332 | - | 28,032 | 375,364 | | S St John⁴ | 2025 | 314,699 | - | 29,949 | 344,648 | | | 2024 | 146,879 | - | 14,800 | 161,679 | | **Former Non-Executive Directors** | | | | | | | J Halton⁴ | 2025 | 175,534 | - | 14,966 | 190,500 | | | 2024 | 358,281 | - | 28,032 | 386,313 | | **Total of all Non-Executive Directors** | **2025** | **2,829,487** | **-** | **205,829** | **3,035,316** | | | **2024** | **2,571,812** | **368** | **173,213** | **2,745,393** | ¹ Year-on-year differences in fees relate to Committee membership changes and also changes to the superannuation Maximum Contribution Base. ² Non monetary benefits generally consist of company-funded benefits (and the associated Fringe Benefits Tax) such as welcome gifts from the ANZ NZ Board. ³ Long-term benefits and share-based payments do not apply for the NEDs. ⁴ Remuneration based on time as a NED in either 2024 (R Gibb and S St John) or 2025 (A Gerry and J Halton). ## 10. Other statutory information ### 10.1 Equity holdings For the equity granted to the former CEO and Disclosed Executives in November/December 2024, all deferred shares were purchased on the market. For deferred share rights and performance rights, which vested to the former CEO and Disclosed Executives in November/December 2024, where the rights were not able to be satisfied through the reallocation of previously forfeited shares they were satisfied through the on market purchase of shares. #### 10.1.1 CEO and Disclosed Executives’ equity granted, vested, exercised/sold and lapsed/forfeited The table below sets out details of deferred shares and rights that we granted to the CEO and Disclosed Executives: * during the 2025 year, relating to 2024 Performance and Remuneration Review outcomes; or * in prior years and that then vested, were exercised/sold or which lapsed/were forfeited during the 2025 year. For the former CEO and former Disclosed Executives, this table also includes all employee equity that remained on foot at the date of cessation of employment and the application of malus. **Equity granted, vested, exercised/sold and lapsed/forfeited – CEO and Disclosed Executives** | Name | Type of equity¹ | Number granted² | Equity fair value (for 2025 grants only) \$ | Grant date | First date exercisable | Date of expiry | Vested Number | Value³ \$ | Lapsed/ Forfeited Number | Value³ \$ | Exercised/Sold Number | Value³ \$ | Vested and exercisable as at 30 Sep 2025⁴ | Unexercisable as at 30 Sep 2025⁵ | Malus⁶ | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | **Current CEO and Current Disclosed Executives** | | | | | | | | | | | | | | | | | N Matos⁷ | DS | 2,285 | 22-Nov-21 | 22-Nov-24 | | | - | - | - | - | - | - | 2,285 | - | - | | | DS | 3,032 | 22-Nov-22 | 22-Nov-24 | | | - | - | - | - | - | - | 3,032 | - | - | | | DS | 4,102 | 22-Nov-23 | 22-Nov-24 | | | - | - | - | - | - | - | 4,102 | - | - | | | DS | 3,928 | 30.18 | 1-Oct-24 | 22-Nov-25 | | | - | - | - | - | - | 3,928 | - | | | DS | 3,927 | 30.18 | 1-Oct-24 | 22-Nov-26 | | | - | - | - | - | - | 3,927 | - | | | RR | 8,451 | 25.80 | 22-Nov-24 | 22-Nov-28 | 22-Nov-30 | | | - | - | - | - | 8,451 | - | | | RR | 8,451 | 24.39 | 22-Nov-24 | 22-Nov-29 | 22-Nov-31 | | | - | - | - | - | 8,451 | - | | | PR | 7,042 | 13.32 | 22-Nov-24 | 22-Nov-28 | 22-Nov-30 | | | - | - | - | - | 7,042 | - | | | PR | 2,347 | 8.85 | 22-Nov-24 | 22-Nov-28 | 22-Nov-30 | | | - | - | - | - | 2,347 | - | | | PR | 7,042 | 12.01 | 22-Nov-24 | 22-Nov-29 | 22-Nov-31 | | | - | - | - | - | 7,042 | - | | | PR | 2,347 | 8.74 | 22-Nov-24 | 22-Nov-29 | 22-Nov-31 | | | - | - | - | - | 2,347 | - | | K Corbally | DS | 3,720 | 7-Dec-20 | 22-Nov-24 | | | 3,720 | 100 | 120,293 | | | - | (3,720) | 100 | 120,293 | - | - | | | DS | 4,431 | 22-Nov-21 | 22-Nov-24 | | | 4,431 | 100 | 143,284 | | | - | (4,431) | 100 | 143,284 | - | - | | | DS | 9,590 | 1-Oct-22 | 22-Nov-24 | | | 9,590 | 100 | 310,110 | | | - | (9,590) | 100 | 310,110 | - | - | | | DS | 10,511 | 1-Oct-23 | 22-Nov-24 | | | 10,511 | 100 | 339,892 | | | - | (10,511) | 100 | 339,892 | - | - | | | DS | 5,106 | 30.18 | 1-Oct-24 | 22-Nov-25 | | | - | - | - | - | - | 5,106 | - | | | DS | 5,106 | 30.18 | 1-Oct-24 | 22-Nov-26 | | | - | - | - | - | - | 5,106 | - | | | DSR | 20,118 | 7-Dec-20 | 22-Nov-24 | 22-Nov-24 | | 20,118 | 100 | 650,552 | | | - | (20,118) | 100 | 650,552 | - | - | | | RR | 19,148 | 25.80 | 22-Nov-24 | 22-Nov-28 | 22-Nov-30 | | | - | - | - | - | 19,148 | - | | | RR | 19,148 | 24.39 | 22-Nov-24 | 22-Nov-29 | 22-Nov-31 | | | - | - | - | - | 19,148 | - | | F Faruqui | DS | 5,241 | 22-Nov-21 | 22-Nov-24 | | | 5,241 | 100 | 169,477 | | | - | (5,241) | 100 | 162,666 | - | - | | | DS | 12,949 | 1-Oct-22 | 22-Nov-24 | | | 12,949 | 100 | 418,729 | | | - | (12,949) | 100 | 398,006 | - | - | | | DS | 11,844 | 1-Oct-23 | 22-Nov-24 | | | 11,844 | 100 | 382,997 | | | - | (11,844) | 100 | 364,042 | - | - | | | DS | 7,242 | 30.18 | 1-Oct-24 | 22-Nov-25 | | | - | - | - | - | - | 7,242 | - | | | DS | 7,242 | 30.18 | 1-Oct-24 | 22-Nov-26 | | | - | - | - | - | - | 7,242 | - | | | DSR | 1,904 | 7-Dec-20 | 22-Nov-24 | 22-Nov-24 | | 1,904 | 100 | 61,569 | | | - | (1,904) | 100 | 61,569 | - | - | | | RR | 12,676 | 25.80 | 22-Nov-24 | 22-Nov-28 | 22-Nov-30 | | | - | - | - | - | 12,676 | - | | | RR | 12,676 | 24.39 | 22-Nov-24 | 22-Nov-29 | 22-Nov-31 | | | - | - | - | - | 12,676 | - | | | PR | 25,534 | 7-Dec-20 | 22-Nov-24 | 22-Nov-26 | | | - | (25,534) | 100 | (825,688) | - | - | - | - | | | PR | 8,511 | 7-Dec-20 | 22-Nov-24 | 22-Nov-26 | | 8,511 | 100 | 275,219 | | | - | (5,000) | 59 | 153,682 | 3,511 | - | | | PR | 10,564 | 13.32 | 22-Nov-24 | 22-Nov-28 | 22-Nov-30 | | | - | - | - | - | 10,564 | - | | | PR | 3,521 | 8.85 | 22-Nov-24 | 22-Nov-28 | 22-Nov-30 | | | - | - | - | - | 3,521 | - | | | PR | 10,564 | 12.01 | 22-Nov-24 | 22-Nov-29 | 22-Nov-31 | | | - | - | - | - | 10,564 | - | | | PR | 3,521 | 8.74 | 22-Nov-24 | 22-Nov-29 | 22-Nov-31 | | | - | - | - | - | 3,521 | - | | C Morgan | DS | 5,082 | 20-Aug-23 | 20-Aug-25 | | | 5,082 | 100 | 170,178 | | | - | - | - | 5,082 | - | - | | | DS | 4,935 | 1-Oct-23 | 22-Nov-24 | | | 4,935 | 100 | 159,582 | | | - | - | - | 4,935 | - | - | | | DS | 5,319 | 30.18 | 1-Oct-24 | 22-Nov-25 | | | - | - | - | - | - | 5,319 | - | | | DS | 5,319 | 30.18 | 1-Oct-24 | 22-Nov-26 | | | - | - | - | - | - | 5,319 | - | | | RR | 11,434 | 25.80 | 22-Nov-24 | 22-Nov-28 | 22-Nov-30 | | | - | - | - | - | 11,434 | - | | | RR | 11,434 | 24.39 | 22-Nov-24 | 22-Nov-29 | 22-Nov-31 | | | - | - | - | - | 11,434 | - | | | PR | 9,528 | 13.32 | 22-Nov-24 | 22-Nov-28 | 22-Nov-30 | | | - | - | - | - | 9,528 | - | | | PR | 3,176 | 8.85 | 22-Nov-24 | 22-Nov-28 | 22-Nov-30 | | | - | - | - | - | 3,176 | - | | | PR | 9,528 | 12.01 | 22-Nov-24 | 22-Nov-29 | 22-Nov-31 | | | - | - | - | - | 9,528 | - | | | PR | 3,176 | 8.74 | 22-Nov-24 | 22-Nov-29 | 22-Nov-31 | | | - | - | - | - | 3,176 | - | | B Rush⁷ | | | | | | | | | | | | | | | | | A Watson | DS | 1,451 | 7-Dec-20 | 22-Nov-24 | | | 1,451 | 100 | 46,921 | | | - | - | - | 1,451 | - | - | | | DS | 2,085 | 22-Nov-21 | 22-Nov-23 | | | - | - | - | - | (2,085) | 100 | 63,054 | - | - | | | DS | 4,961 | 22-Nov-21 | 22-Nov-24 | | | 4,961 | 100 | 160,423 | | | - | - | - | 4,961 | - | - | | | DS | 9,162 | 1-Oct-22 | 22-Nov-23 | | | - | - | - | - | (3,915) | 43 | 118,396 | 5,247 | - | | | DS | 9,162 | 1-Oct-22 | 22-Nov-24 | | | 9,162 | 100 | 296,270 | | | - | - | - | 9,162 | - | - | | | DS | 9,328 | 1-Oct-23 | 22-Nov-24 | | | 9,328 | 100 | 301,638 | | | - | - | - | 9,328 | - | - | | | DS | 6,527 | 30.18 | 1-Oct-24 | 22-Nov-25 | | | - | - | - | - | - | 6,527 | - | | | DS | 6,527 | 30.18 | 1-Oct-24 | 22-Nov-26 | | | - | - | - | - | - | 6,527 | - | | | RR | 11,231 | 25.80 | 22-Nov-24 | 22-Nov-28 | 22-Nov-30 | | | - | - | - | - | 11,231 | - | | | RR | 11,231 | 24.39 | 22-Nov-24 | 22-Nov-29 | 22-Nov-31 | | | - | - | - | - | 11,231 | - | | | PR | 23,542 | 7-Dec-20 | 22-Nov-24 | 22-Nov-26