ANZNOTICE OF MEETING
2 0 1 8 A N N UA L G E N E R A L M E E T I N G

TABLE OF CONTENTS
TIME AND LOCATION OF THE ANNUAL GENERAL MEETING. .  .  . 2ANZ SHAREHOLDER CENTRE WEBSITE . .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 32018 ANNUAL REPORT AND 2018 ANNUAL REVIEW . .  .  .  .  .  .  .  .  .  . 3ANNUAL GENERAL MEETING AGENDA . .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 4HOW BUSINESS WILL BE CONDUCTED AT THE MEETING . .  .  .  .  . 4NOTICE OF 2018 ANNUAL GENERAL MEETING . .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 5EXPLANATORY NOTES . .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 8

NOTICE OF MEETINGTIME AND LOCATION OF
THE ANNUAL GENERAL MEETING
Wednesday, 19 December 2018, 10:00am (Perth Time)Riverside Theatre, Level 2, Perth Convention and Exhibition Centre,
21 Mounts Bay Road, Perth WA 6000

PERTH CONVENTION AND
EXHIBITION CENTRE

TRANSPORT OPTIONSWALKING
Walking access into the Centre on Level 1 is via Mill Street or
Mounts Bay Road. Level 2 can be accessed via the Elizabeth Quay
Busport overpass.

Perth Convention and Exhibition Centre is located in the heart ofPerth city, adjacent to the Swan River. There is quick and easy accessto and from the Centre by car, train, bus, taxi, ferry and on foot.

DRIVING
Car park access is via Mill Street, Mounts Bay Road and the Riverside
Drive off ramp of the Mitchell Freeway. Access to theLevel 1 Plaza area is from Mill Street or Mounts Bay Road.
TAXI
Perth Convention and Exhibition Centre is a designated Cab Spotlocation. A taxi phone is located at the Plaza Entry doors on Level 1.
The Cab Spot number is 1088. Alternatively, to book a taxi,
please contact:
Swan Taxis 13 13 30
Black and White Taxis 13 10 08

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BUSES
Elizabeth Quay Busport is located adjacent to Perth Convention
and Exhibition Centre. Many bus services depart and arrive at the
Elizabeth Quay Busport including the free CBD ‘Blue and Green
CAT’ service. Perth’s other major busport is the Wellington Street
Bus Station, located along Wellington Street next to the PerthCentral train station.

IMPORTANT DATESAll times are given in Perth Time
(Australian Western Standard Time)
unless otherwise specified

TRAINS
Elizabeth Quay train station is located at the doorstep of theCentre and services the Mandurah and Joondalup Railway Line.
Other train stations within close proximity of the Centre include:• Perth Underground station (Mandurah and Joondalup RailwayLine) located on the corner of William Street and Murray Street
Mall; and• Perth Central station (Armadale-Thornlie Railway Line, Fremantle
Railway Line and Midland Railway Line) located along Wellington
Street (across from Forrest Place).
An underground walkway connects the Perth Central station to thePerth Underground station.

FERRIESA ferry service operates across the Swan River between Elizabeth
Quay Jetty (Perth) and Mends Street Jetty (South Perth). Elizabeth
Quay Jetty is only a short walk to the Centre. Services operate daily
from 7:50am to 7:20pm (extended times operate on weekdays andduring the summer months).
For all bus, train or ferry information, or to plan your journey, pleasecontact Transperth on 13 62 13 or visit its website. For hearing
impaired TTY please contact (08) 9428 1999.

17 DECEMBER 2018
10:00am (Perth Time)
Latest time for receipt ofproxy appointments

18 DECEMBER 20182018 Final Dividend Payment Date

19 DECEMBER 2018
10:00am (Perth Time)
Annual General Meeting

ANZ SHAREHOLDER CENTRE WEBSITE
Shareholders are able to view information in the manner that best suits
them on our Website: shareholder.anz.com. Documents are available invarious formats.

2018 ANNUAL REPORT AND
2018 ANNUAL REVIEWThe Annual Report provides detailed financial dataand information on the Group’s performance as
required to comply with applicable regulatory
requirements. We also issue an Annual Review which isa non-statutory document covering key performanceareas, financial information, remuneration details andcorporate responsibility.
These documents are available at anz.com/annualreportor by calling the Share Registrar on 1800 11 33 99 (within
Australia) or (61 3) 9415 4010 (outside Australia) torequest a hard copy.

2018 ANNUAL GENERAL MEETING | 3

NOTICE OF MEETINGANNUAL GENERAL MEETING AGENDAWEDNESDAY, 19 DECEMBER 2018
9:00amRegistration Opens

9:15amMorning Tea

10:00am• Annual General Meeting commences• Welcome to Shareholders – Chairman• Chief Executive Officer’s presentation• Items of Business

Please join the Chairman, David Gonski, the Directors and senior executivesof ANZ for refreshments after the Annual General Meeting

HOW BUSINESS WILL BE
CONDUCTED AT THE MEETING

Shareholders who are unable to attend the Meeting or who prefer toregister questions in advance are invited to do so.

The Annual General Meeting (the Meeting) is an important event
and we encourage shareholders to actively participate.

A Questions from Shareholders Form has been included in the AGM
mailing and is also available on the website. We will attempt to address
as many of the more frequently asked questions as possible in the
Chairman’s and Chief Executive Officer’s presentations to the Meeting.

Important information about the conduct of the Meeting is
set out below.

DISCUSSION AND ASKING QUESTIONS
Discussion will take place on all items of business to be considered at
the Meeting – refer to “Business” and “Explanatory Notes” sections
for further information relating to the items of business.
Shareholders as a whole will have a reasonable opportunity to ask
questions at the Annual General Meeting (including an opportunity
to ask questions of the Auditor).
To ensure that as many shareholders as possible have theopportunity to participate, shareholders are requested to observe
the following guidelines:• please keep questions as brief as possible and relevant to thematters being discussed;• if a shareholder has more than one question, please ask allquestions at the one time; and• shareholders should not ask questions at the Meeting that they
may have as an individual customer. These questions should betaken up with the ANZ representatives after the Meeting.

4 | 2018 ANNUAL GENERAL MEETING

A shareholder information stand will be available in the area outside
the Meeting room. In addition Directors and senior executives will beavailable after the Meeting.

WEBCAST AND PHOTOGRAPHY
We have arranged for the Annual General Meeting to be filmed andbroadcast via a webcast which can be viewed at anz.com/agm.
After the Meeting you can also watch an archived recording on the
ANZ website.
We have arranged for photographs to be taken at the Meeting. If you
attend the Meeting in person, you may be included in photographs
or the webcast recording.
For the safety and security of all those present at the Meeting,cameras and recording devices are not permitted.
Prior to entry to the room, you will be asked to present any bags fora security search.

NOTICE OF 2018
ANNUAL GENERAL MEETING

Notice is given that the 50th Annual General Meeting of Australia and New Zealand
Banking Group Limited (the Company) will be held at:
Riverside Theatre, Level 2, Perth Convention and Exhibition Centre,
21 Mounts Bay Road, Perth WA 6000 on
Wednesday, 19 December 2018 at 10:00am (Perth time).
BUSINESS
1. ANNUAL REPORTS
To consider the Annual Report, Financial Report and the Reportsof the Directors and of the Auditor for the year ended
30 September 2018.

2. ADOPTION OF THE REMUNERATION REPORT
To adopt the Remuneration Report for the year ended
30 September 2018.
The vote on this resolution is advisory only.

3. GRANT OF PERFORMANCE RIGHTS TO
MR SHAYNE ELLIOTT
To consider and, if thought fit, to pass the following resolution as
an ordinary resolution:“That, for the purposes of Listing Rule 10.14, sections 200B and
200E of the Corporations Act 2001 (Cth) and for all other purposes,
approval is given for the Company to grant to the Company’s
Chief Executive Officer, Mr Shayne Elliott, Performance Rights
under the ANZ Share Option Plan on the terms set out in, and toprovide Mr Elliott any or all of the benefits (including on cessationof employment) described in, the Explanatory Notes to thisNotice of Meeting.”

4.	E LECTION AND RE-ELECTION OF BOARD
ENDORSED CANDIDATES(a) TO ELECT THE RT HON SIR JOHN P KEY, GNZM AC
Sir John Key, having been appointed by the Board after the dateof the 2017 Annual General Meeting, is retiring in accordance with
the Company’s Constitution and, being eligible, offers himself forelection as a Director.
(b) TO RE-ELECT MS PAULA DWYER
Ms Dwyer is retiring in accordance with the Company’s Constitution
and, being eligible, offers herself for re-election as a Director.

5. MODIFICATION OF THE CONSTITUTION
To consider and, if thought fit, to pass the following resolution as a
special resolution:“That the Company amend its Constitution as set out in the
document tabled at the 2018 Annual General Meeting and signedby the Chairman for the purposes of identification.”2018 ANNUAL GENERAL MEETING | 5

NOTICE OF MEETING

VOTING RESTRICTIONSVOTING RESTRICTIONS FOR ITEM 2(REMUNERATION REPORT)
Item 2 is a resolution connected directly with the remuneration ofmembers of the key management personnel (KMP) of the Company.
The Corporations Act restricts KMP and their closely related parties
from voting on such resolutions. Closely related party is defined in
the Corporations Act and includes a spouse, dependant and certain
other close family members, as well as any companies controlled bya member of the KMP.
Any votes cast in any capacity (e.g. as a shareholder, proxy or
corporate representative) on the proposed resolution in item 2 byor on behalf of:• directors and the other members of the KMP details of whose
remuneration are included in the remuneration report; and• closely related parties of those persons,will be disregarded. In addition, any votes cast as a proxy on this itemby any other members of the KMP (and their closely related parties)
will also be disregarded.
However, the Company will not disregard the vote as a result of
these restrictions if it is cast:• as proxy for a person entitled to vote in accordance with adirection on the proxy form; or• by the Chairman of the Meeting as proxy for a person entitledto vote and the Chairman has received express authority to voteundirected proxies as the Chairman sees fit.
The Chairman of the Meeting intends to vote undirected proxies(where the Chairman has been appropriately authorised) in favourof item 2.

VOTING RESTRICTIONS FOR ITEM 3(GRANT OF PERFORMANCE RIGHTS)
Item 3 is also a resolution connected directly with the remunerationof a member of the KMP (Mr Elliott).
In accordance with the ASX Listing Rules, any votes cast in any
capacity (e.g. as a shareholder, proxy or corporate representative) infavour of the proposed resolution in item 3 by Mr Elliott, or any other
Director who is eligible to participate in the ANZ Share Option Plan,or any of their associates, will be disregarded. In any case, Mr Elliottdoes not intend to cast any votes on the proposed resolution in item
3 (in any capacity) other than as proxy for a person (not being
himself or an associate), in accordance with the written directionsof the person on the relevant proxy appointment.
In addition, a vote cast as a proxy on item 3 by any other membersof the KMP and closely related parties of members of the KMP will
be disregarded.
However, the Company will not disregard the vote as a result of theserestrictions if it is cast:• as proxy for a person entitled to vote in accordance with adirection on the proxy form; or• by the Chairman of the Meeting as proxy for a person entitledto vote and the Chairman has received express authority to voteundirected proxies as the Chairman sees fit.
The Chairman of the Meeting intends to vote undirected proxies (where
the Chairman has been appropriately authorised) in favour of item 3.
If you do not wish the Chairman of the Meeting to vote in favour of
items 2 and/or 3 as your proxy, it is important that you complete thevoting directions in respect of those items in Step 2 of the Proxy Form.

ASSOCIATESThe Voting Restrictions for item 3 apply to “associates” of
Mr Elliott. The applicable definitions of “associate” are set out in
the Corporations Act and ASX Listing Rules. Shareholders who are“associates” subject to the Voting Restrictions and who intend toattend and cast a vote at the Meeting in person, should inform a
representative of the Company’s Share Registrar, Computershare,of that fact when they register at the Meeting.

QUESTIONS ON VOTING RESTRICTIONS
If shareholders (including nominees, custodians or fiduciaries)
have questions on the Voting Restrictions, they should
contact the Company’s Share Registrar, Computershare, on
1800 11 33 99 (within Australia), 0800 174 007 (within New Zealand),0870 702 0000 (within the United Kingdom) or (61 3) 9415 4010
(outside Australia).

6 | 2018 ANNUAL GENERAL MEETINGENTITLEMENT TO ATTEND AND VOTE
The Board has determined that, for the purposes of the Meeting(including voting at the Meeting) shareholders are those persons who
are the registered holders of the Company’s shares at 7:00pm (AEDT),
being 4.00pm (Perth time) on Monday 17 December 2018.
Holders of the Company’s ordinary shares may vote on all items ofbusiness, subject to the Voting Restrictions described previously.

UNDIRECTED PROXIESThe Chairman of the Meeting intends to vote undirected proxies(where he has been appropriately authorised, having regard to the
Voting Restrictions described previously) in favour of each itemof business.

VOTING BY PROXY
A shareholder who is entitled to attend and cast a vote at the Meeting
may appoint a proxy. A proxy need not be a shareholder. A person
can appoint an individual or a body corporate as a proxy. If a body
corporate is appointed as a proxy, it must ensure that it appoints
a corporate representative in accordance with section 250D of the
Corporations Act to exercise its powers as proxy at the Meeting.
A shareholder who is entitled to cast 2 or more votes may appoint up
to 2 proxies and may specify the proportion or number of votes eachproxy is appointed to exercise.
The following addresses are specified for the purposes of receipt
of proxy appointments and any authorities under which proxyappointments are signed (or certified copies of those authorities):

Australia
ANZ Share Registrar
GPO Box 242
Melbourne
Victoria 3001
Australia
United Kingdom
ANZ Share Registrar
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom

ANZ Share Registrar
Yarra Falls
452 Johnston Street
Abbotsford
Victoria 3067 Australia

To be effective, a proxy appointment and, if the proxy appointment
is signed by the shareholder’s attorney, the authority under which
the appointment is signed (or a certified copy of the authority)
must be received by the Company at least 48 hours before thecommencement of the Meeting.
For more information concerning the appointment of proxies andthe addresses to which Proxy Forms may be sent, please refer tothe Proxy Form.

VOTING BY ATTORNEY
A shareholder may appoint an attorney to vote on his/her behalf.
For an appointment to be effective for the Meeting, the instrument
effecting the appointment (or a certified copy of it) must be received
by the Company at its registered office or one of the addresses listed
previously for the receipt of proxy appointments at least 48 hours
before the commencement of the Meeting.

CORPORATE REPRESENTATIVES
A body corporate which is a shareholder, or which has been
appointed as a proxy, may appoint an individual to act as its
representative at the Meeting. The appointment must comply
with the requirements of section 250D of the Corporations Act.
The representative should bring to the Meeting evidence of
his or her appointment, including any authority under which
it is signed, unless it has been given previously to the Company.
By Order of the Board

Simon Pordage
Company Secretary
Melbourne
12 November 2018

New Zealand
ANZ Share Registrar
Private Bag 92119
Auckland 1142
New Zealand

Proxy appointments and any authorities under which they are
signed (or certified copies of those authorities) may be sent by fax tofacsimile number 1800 783 447 (within Australia) or (61 3) 9473 2555
(outside Australia).
Shareholders may also submit their proxy instructions electronically to
the Company’s Share Registrar by visiting www.investorvote.com.au,
and Intermediary Online subscribers only (custodians) should visit
www.intermediaryonline.com.

2018 ANNUAL GENERAL MEETING | 7

NOTICE OF MEETING

EXPLANATORY NOTESITEM 1
ANNUAL REPORTS
A copy of the Company’s 2018 Annual Report, including the Financial
Report and the Reports of the Directors and of the Auditor for theyear ended 30 September 2018, can be found on the Company’s
website at anz.com/annualreport.
As a shareholder you may elect to receive by mail, free of charge, theCompany’s 2018 Annual Report (which includes detailed financial
statements and reports) or the 2018 Annual Review (a non-statutory
document covering key performance areas, financial information,
remuneration details and corporate responsibility). If you would likea hard copy of either document, please contact the Company’s Share
Registrar, Computershare.
The Company mails a copy of the Annual Report or the Annual
Review as applicable (when they are released each year) only tothose shareholders who have made an election to receive them.

ITEM 2ADOPTION OF THE REMUNERATION REPORTAs required by the Corporations Act, the Board presents the
Remuneration Report to shareholders for consideration andadoption by a non-binding vote. The Remuneration Report contains:• information about Board policy for determining the nature
and amount of remuneration of the Company’s Directors
and most senior executives;• a description of the relationship between the remuneration
policy and the Company’s performance; andITEM 3
GRANT OF PERFORMANCE RIGHTS TO
MR SHAYNE ELLIOTT
As part of Mr Elliott’s Variable Remuneration the Company is asking
shareholders to approve the proposed grant of Performance Rights
to the Chief Executive Officer (CEO), Mr Shayne Elliott, under the ANZ
Share Option Plan on the terms and conditions set out below.
For the 2018 grant, Long Term Variable Remuneration (LTVR) will
be delivered as two tranches of Performance Rights with forward
looking performance hurdles where:• 75% will be measured against the Total Shareholder Return (TSR)of the Select Financial Services comparator group (Tranche 1); and• 25% will be measured against Absolute Compound Annual Growth
Rate (CAGR) TSR (Tranche 2).
At a glance:• Long Term Variable Remuneration (LTVR), in the form of
Performance Rights, with a current face value of A$2,800,000 at
full vesting (A$1,400,000 at threshold vesting);• The CEO and his senior executive team all received significantly
reduced Variable Remuneration for 2018 as detailed in the 2018
Remuneration Report. The proposed LTVR for the CEO is 33%
below the CEO’s target LTVR award value. Performance is assessedat the end of a three year performance period (with no retesting)and the grant is also subject to a further one year restriction
period which means the LTVR is effectively deferred for 4 years
from grant;• The Performance Rights will be granted in two tranches:•	remuneration details for key management personnel(including the Directors of the Company) for the period
ended 30 September 2018.

–– for Tranche 1, the performance condition is based on ANZ’s TSR
performance compared against a set comparator group with nil
vesting below median, 50% vesting at median (i.e. threshold),and increasing to 100% vesting at the 75th percentile of therelevant comparator group;

The Remuneration Report, which is part of the 2018 Annual Report,
can be found on the Company’s website at anz.com/annualreport
or can be obtained by contacting the Company’s Share Registrar,
Computershare.

–– for Tranche 2, the performance condition is based on ANZ’s
Absolute CAGR TSR performance against targets as set by
the Board, with nil vesting below 10%, 50% vesting at 10%(threshold), and increasing to 100% vesting at 15%.

Board Recommendation: The Board considers that the remuneration
policies adopted by the Company are appropriately structured
to provide rewards that are commensurate with the Company’s
performance and competitive with the external market. On this basis,the Board recommends that shareholders eligible to do so vote infavour of item 2.

8 | 2018 ANNUAL GENERAL MEETING

In more detail:A Performance Right is a right to acquire an ordinary fully paid
share in the Company at nil cost (i.e. nil exercise price), subject tomeeting the applicable performance conditions. To the extent
the performance conditions are met, the relevant number of
Performance Rights will vest on the third anniversary of grant(Vesting Date). Upon vesting the Board will determine whether tosettle the Performance Rights with ANZ shares or by payment of acash equivalent amount. In either case, the shares/cash equivalentamount will then be subject to a further one year Restriction
Period. The Restriction Period commences on the Vesting Dateand concludes on the fourth anniversary of grant.

If the Board:• determines to settle the Performance Rights by delivery of shares,
the relevant shares will be held in trust for Mr Elliott from theVesting Date until; or• determines to settle the Performance Rights by payment of a cash
equivalent amount, the cash equivalent value of the relevant shares
will be paid at,the end of the Restriction Period which will be on the fourthanniversary of the date of grant of the Performance Rights (or a later
date determined by the Board if the Board exercises its “further
deferral” discretion to extend the Restriction Period).
Mr Elliott’s entitlement to the Performance Rights and to any shares/
cash equivalent payment will be subject to:• the Board’s on-going discretion to reduce (including to zero) the
number of Performance Rights or, before the end of the Restriction
Period, the number of shares or amount of the cash equivalent
payment if the Board considers such a reduction to be necessary or
appropriate (see further below); and• the rules concerning treatment on termination of employment or
on a change of control referred to below.
Mr Elliott will not be entitled to trade, transfer or otherwise deal in(including by entering into any hedging arrangements in respectof) any Performance Rights, or any entitlement to shares or cash
equivalent payment, prior to the end of the Restriction Period.
If the Board determines to settle the Performance Rights in shareseach Performance Right entitles Mr Elliott to one ANZ ordinary share
which will rank equally with shares in the same class, subject toany adjustments in accordance with the Listing Rules. Mr Elliott is
not required to pay any amount on grant of the Performance Rights,
nor on vesting. The Performance Rights form part of Mr Elliott’s“at risk” remuneration.
Performance Rights granted under the ANZ Share Option Plan do
not carry any dividend or voting rights. If the Board determines tosettle Performance Rights by delivery of shares, Mr Elliott will beentitled to receive any dividends paid on the shares held for him
during the Restriction Period.
If approval is obtained, it is the intention of the Board that the
Performance Rights will be granted to Mr Elliott on 19 December
2018 (but, in any event, not more than 12 months after the date ofthis Annual General Meeting).

Grant value and calculation of the number of
Performance Rights to be granted
Using a face value allocation methodology, the number of
Performance Rights proposed to be granted to Mr Elliott will be
determined by dividing the face value of the grant (i.e. A$2,800,000)
by the Volume Weighted Average Price (VWAP) of the Company’s
ordinary shares traded on the ASX in the five trading days up to andincluding 22 November 2018, which is the start of the Performance
Period. The actual number of Performance Rights to be granted is
not known at this stage as it will depend on the VWAP at the start of
the Performance Period. Details of the actual number of Performance
Rights will be announced to the ASX and will also be advised toshareholders at the 2018 Annual General Meeting.
The grant value will be split into two tranches of Performance Rights(75% Tranche 1 and 25% Tranche 2).
If, for example, the VWAP was A$26.00, then 80,769 Performance
Rights would be allocated to Mr Elliott for Tranche 1 and 26,923
Performance Rights for Tranche 2, summing to a total allocation of
107,692 Performance Rights.

Performance conditions
Tranche 1
The Board has determined that the Performance Rights to be
granted to Mr Elliott (if approval is received) under Tranche 1 will
be subject to a TSR hurdle which ranks the TSR performance of theCompany with the TSR performance of the Select Financial Services
comparator group.
The Select Financial Services comparator group includes the
Bank of Queensland Limited, Bendigo and Adelaide Bank Limited,
Commonwealth Bank of Australia Limited, DBS Bank Limited,
Macquarie Group Limited, National Australia Bank Limited,Standard Chartered PLC, Suncorp Group Limited and Westpac
Banking Corporation.
Broadly, TSR is the growth in share price, plus the value of thedividends and distributions on the relevant shares. The TSR ismeasured over a three year performance period starting on 22
November 2018 and ending on 21 November 2021 (Performance
Period). The proportion of the Tranche 1 Performance Rights thatwill become exercisable will depend on the Company’s TSR relative
to the TSR of the constituents in the Comparator Group at the endof the Performance Period.
The level of performance required for each level of vesting, andthe percentage of Performance Rights that vest at each level of
performance, is set out in the table below. The Performance Rights
lapse if the applicable performance condition is not met. Thereis no re-testing.

2018 ANNUAL GENERAL MEETING | 9

NOTICE OF MEETINGIF THE TSR OF THE COMPANYCOMPARED TO THE TSR OF
THE CONSTITUENTS OF THE
COMPARATOR GROUP:

THE PERCENTAGE OFPERFORMANCE RIGHTS
WHICH WILL VEST IS:

Does not reach the 50th percentile0%

Reaches or exceeds the50th percentile

50%, plus 2% for every one
percentile increase above
the 50th percentile

Reaches or exceeds the75th percentile

100%

Tranche 2
The Board has determined that the Performance Rights to be granted
to Mr Elliott (if approval is received) under Tranche 2 will be subject
to an Absolute CAGR TSR hurdle with targets set by the Board.
The Absolute CAGR TSR is measured over the same three year
Performance Period that applies to Tranche 1. The proportion of
the Tranche 2 Performance Rights that will become exercisable will
depend upon the Company’s Absolute CAGR TSR at the end of the
Performance Period compared to the targets set by the Board.
The level of performance required for each level of vesting, andthe percentage of Performance Rights that vest at each level of
performance, is set out in the table below. The Performance Rights
lapse if the performance condition is not met. There is no re-testing.
The Board retains discretion to adjust the Absolute CAGR TSR hurdle
in exceptional circumstances to ensure that Mr Elliott is neither
advantaged nor disadvantaged by matters outside management’s
control that materially affect achievement of the Absolute CAGR TSR
performance condition.
IF THE ABSOLUTE COMPOUNDANNUAL GROWTH RATE TSR
OF THE COMPANY:

THE PERCENTAGE OFPERFORMANCE RIGHTS
WHICH WILL VEST IS:

Does not reach 10%0%

Reaches 10%

50%

Exceeds 10% but does
not reach 15%

Progressive pro rata vesting
between 50% and 100%(on a straight line basis)

Reaches or exceeds 15%100%

1. Full notice termination date means the date of cessation of employment or, if
later, the date on which cessation of employment would have occurred but for any
payment made in lieu of notice.

10 | 2018 ANNUAL GENERAL MEETING

Treatment on termination of employment
If:• Mr Elliott resigns prior to the vesting date the Performance Rights
will lapse;• Mr Elliott’s employment is terminated by the Company with notice,
except as set out below in relation to “good leaver” termination,
all unvested Performance Rights as at the full notice termination
date1 will lapse;• Mr Elliott’s employment is terminated by the Company for
misconduct with notice, all unvested Performance Rights will
lapse on cessation of employment. If Mr Elliott’s employment
is terminated by the Company for serious misconduct without
notice, all Performance Rights will lapse (whether or not the
Performance Rights have vested), on cessation of employment; or• Mr Elliott ceases employment in circumstances of death or total
and permanent disability, the performance conditions will be
waived and all unvested Performance Rights will vest on cessation.
In certain circumstances termination may be classified by the Board
as a “good leaver” termination. In such case, unless the Board
determines otherwise, the number of any unvested Performance
Rights held by Mr Elliott will be adjusted pro-rata for the period
from the date of grant to the full notice termination date (with theremainder of the Performance Rights, representing the proportion of
the Performance Period from the full notice termination date to theend of the Performance Period, lapsing on cessation of employment)
and, where and to the extent the Board determines the applicable
performance condition is met, the relevant number of Performance
Rights will vest. On vesting, the Board may determine to settle therelevant Performance Rights with a cash equivalent payment, rather
than with shares.
In the event of resignation, termination on notice, retrenchment
or retirement or “good leaver” termination during the Restriction
Period, the shares/cash equivalent payment to which Mr Elliott isentitled will remain subject to Restrictions and be released at theend of Restriction Period. In the event Mr Elliott ceases employment
because of death or total and permanent disability, no Restriction
Period Restrictions will apply in relation to the shares/cash equivalent
payment. However, if Mr Elliott’s employment is terminated forserious misconduct without notice, the shares/cash equivalent
payment to which Mr Elliott is entitled will be forfeited on cessationof employment.

Treatment on change of control
The Conditions of Grant will set out the treatment of the
Performance Rights on a change of control prior to the Vesting Date.
Where a change of control occurs, which includes a person acquiring
a relevant interest in at least 50% of the Company’s ordinary sharesas a result of a takeover bid, or other similar event, the applicable
performance conditions applying to the Performance Rights will
be tested and the Performance Rights will vest based on the extent
the performance conditions are satisfied. No pro rata reduction investing will occur, and vesting will only be determined by the extent
to which the relevant performance conditions are satisfied.
Any Performance Rights which vest based on satisfaction of theperformance conditions will vest at a time (being no later than
the final date on which the change of control event will occur)

determined by the Board. The Board may waive the Restriction
Period Restrictions in relation to any shares/cash equivalent payment
to which Mr Elliott becomes entitled as a result.
Any Performance Rights which do not vest will lapse with effect fromthe date of the change of control event occurring, unless the Board
determines otherwise.

Other information
ANZ provides the following additional information in relation to the
proposed grant of Performance Rights to Mr Elliott.
The Chief Executive Officer (Mr Elliott) is the only Director entitledto participate in the ANZ Share Option Plan. No associate of any
Director is entitled to participate.
Mr Elliott was granted 143,294 Performance Rights on 19 December
2017 at no cost to him, as approved by shareholders at the 2017
Annual General Meeting.
There is no loan scheme in relation to the Performance Rights (or theshares underlying them).
For the settlement of the Performance Rights on vesting, shares
may be issued or acquired on market, or the Board may determine
to settle the Performance Rights with a cash equivalent amount.
Details of any shares issued under the ANZ Share Option Plan will be
published in the Company’s annual report for the relevant period.
The Board retains an on-going discretion to reduce (including tozero) the number of Performance Rights granted to Mr Elliott and,before the end of the Restriction Period, the number of shares oramount of the cash equivalent payment to which Mr Elliott becomes
entitled upon vesting of Performance Rights, if the Board considers
such a reduction to be necessary or appropriate. This discretion
may be exercised, for example, where the Board considers thisis necessary to protect the financial soundness of ANZ, to meet
unexpected or unknown regulatory requirements or if the Board
subsequently considers that the grant was not justified.
Under section 200B of the Corporations Act, a company may only
give a person a benefit in connection with their ceasing to hold amanagerial or executive office in the company or a related body
corporate if it is approved by shareholders under section 200E oran exemption applies. Section 200B of the Corporations Act applies
to managerial or executive officers of the Company or any of its
subsidiaries, which includes Mr Elliott. The term “benefit” has a wide
operation and could include the early vesting of the Performance
Rights as contemplated above or otherwise under the ANZ Share
Option Plan.
Accordingly, shareholder approval is also sought for the purpose of
section 200E of the Corporations Act to allow vesting of Performance
Rights and settlement of them with shares or a cash equivalent
payment (and to waive the Restriction Period Restrictions) upon Mr
Elliott ceasing employment, as summarised under “Treatment ontermination of employment” above), including where to do so would
involve the giving of a “benefit” to Mr Elliott in connection with him
ceasing to hold a managerial or executive office. The approval issought in relation to the Performance Rights proposed to be granted
to Mr Elliott under item 3 in this Notice of Meeting.

The value of any benefit relating to the Performance Rights given inconnection with Mr Elliott ceasing to hold managerial or executive
office cannot presently be ascertained. However, matters, eventsand circumstances that will, or are likely to, affect the calculation ofthat value are:• the number of Performance Rights held by Mr Elliott prior to
cessation of employment;• the circumstances of or reasons for Mr Elliott’s cessation of
employment (see “Treatment on termination of employment”
above);• the result of any pro rating on cessation of employment;• whether performance hurdles are waived or (if not waived) met,
and the number of Performance Rights that vest (which could be
all of the Performance Rights held by Mr Elliott);• whether the Performance Rights are settled in ANZ shares or by
payment of a cash equivalent amount;• the market price of ANZ shares on ASX on the date shares areprovided to Mr Elliott upon vesting of the Performance Rights or,if the Board decides to settle the Performance Rights by paymentof a cash equivalent amount, in the five trading days up to (andincluding) the date of vesting; and• whether or not the Restriction Period Restrictions apply to the
ANZ shares or payment of a cash equivalent amount to which
Mr Elliott becomes entitled upon vesting of Performance Rights.
The rules of the ANZ Share Option Plan address the impact of rights
issues and bonus issues on the Performance Rights.
A copy of the ANZ Share Option Plan rules is available on requestfrom the Company Secretary.
Board Recommendation: The Board considers that the proposed
granting of Performance Rights is appropriate and is in the bestinterests of the Company and its shareholders, as the grant
strengthens the alignment of Mr Elliott’s interests with shareholders,
and the Performance Rights provide a strong link between the
reward for Mr Elliott’s performance and total shareholder returns
over the next four year period.
The Board also considers that obtaining shareholder approval
to allow Performance Rights to vest upon Mr Elliott ceasing
employment in accordance with the Conditions of Grant, as
described above, is appropriate and in the best interests of theCompany and its shareholders. It will provide the Company withthe ability to ensure its ongoing compliance with section 200Bof the Corporations Act and with the Conditions of Grant for the
Performance Rights.
Accordingly, the Board (excluding Mr Elliott because of his
interest) recommends that shareholders eligible to do so votein favour of item 3.

2018 ANNUAL GENERAL MEETING | 11

NOTICE OF MEETINGITEM 4
ELECTION AND RE-ELECTION OF BOARD
ENDORSED CANDIDATESThe Board endorsed candidates standing for election andre-election as Directors, and their details follow. The Rt Hon Sir
John P Key having been appointed by the Board after the date of
the 2017 Annual General Meeting, is retiring in accordance with
the Company’s Constitution and offers himself for election.
Ms Paula Dwyer is retiring in accordance with the Company’s
Constitution and offers herself for re-election.

ITEM 4(A)TO ELECT THE RT HON SIR JOHN P KEY
GNZM AC
Sir John Key
BCOM, DCOM (HONORIS CAUSA)
Independent Non-Executive Director, appointed in February 2018.
Sir John Key is a member of the Ethics, Environment, Social andGovernance Committee and Risk Committee.

Career
Sir John Key was Prime Minister of New Zealand from 2008 to 2016,
having commenced his political career in 2002. Sir John Key had along career in international finance, primarily for Bankers Trust in
New Zealand and Merrill Lynch in Singapore, London and Sydney. He
was previously a member of the Foreign Exchange Committee of theFederal Reserve Bank of New York (from 1999-2001).
Sir John Key was made a Knight Grand Companion of the New
Zealand Order of Merit in the 2017 Queen’s Birthday Honours. In
2017 Sir John Key became a Companion of the Order of Australia foradvancing the Australia-New Zealand bilateral relationship.

Relevant Other Directorships
Chairman: ANZ Bank New Zealand Limited (from 2018,
Director from 2017).
Director: Air New Zealand Limited (from 2017).

Relevant Former Directorships held in last three years, include
Former Chairman: The International Democratic Union (2014-2018).
Age: 57. Residence: Auckland, New Zealand
Board recommendation: The Board (excluding Sir John Key becauseof his interest) endorses the election of Sir John Key as a Director.

12 | 2018 ANNUAL GENERAL MEETINGITEM 4(B)
TO RE-ELECT MS PAULA DWYER
Ms Paula Dwyer
BCOM, FCA, SF FIN, FAICD
Independent Non-Executive Director, appointed as a Director in
April 2012.
Ms Dwyer is the Chairman of the Audit Committee and a memberof the Risk Committee and Human Resources Committee.

CareerMs Dwyer has extensive experience in financial markets, corporate
finance, risk management and investments, having held senior
executive roles at Calibre Asset Management, Ord Minnett (now J P
Morgan) and at Price Waterhouse (now PricewaterhouseCoopers).
Her career as a company director spans financial services,
investment, insurance, healthcare, gambling and entertainment, fast
moving consumer goods, property and construction and retailing
sectors. Ms Dwyer has a strong interest in education and medical
research, having served as a member of the Geelong Grammar
School Council and the Business and Economics Faculty at the
University of Melbourne and as Deputy Chairman of Baker IDI.
Relevant Other Directorships
Chairman: Tabcorp Holdings Limited (from 2011, Director from 2005),
Healthscope Limited (from 2014) and Kin Group Advisory Board(from 2014).
Director: Lion Pty Ltd (from 2012).
Member: Kirin International Advisory Board (from 2012) andAustralian Government Takeovers Panel (from 2017).

Relevant Former Directorships held in last three years, include
ASIC External Advisory Panel (2012-2015).
Age: 58. Residence: Melbourne
Board recommendation: The Board (excluding Ms Dwyer because ofher interest) endorses the re-election of Ms Dwyer as a Director.

ITEM 5
MODIFICATION OF THE CONSTITUTION
Banking Act
Certain provisions of ANZ’s Constitution concerning the election
and appointment of, and the holding of office as, Directors refer
only to the Corporations Act. As a result of the enactment of the
Banking Executive Accountability Regime (the BEAR), the Banking
Act now includes provisions which, in effect:• prohibit a person from being an “accountable person” of ANZ if
the person is not registered as such by APRA, or is disqualified
from being or acting as an accountable person; and• provide for the imposition of penalties on ANZ if a person who is
so disqualified is or acts as an accountable person and ANZ allows
the person to be or act as an accountable person.
Under the Banking Act, each person who holds office as a Directorof ANZ is, in effect by virtue of that position, an accountable personof ANZ.
In addition, under certain other provisions of the Banking Act, a“disqualified person” may not be or act as a Director, and ANZ may
also commit an offence if a “disqualified person” acts as a Directorof ANZ.
Given that the Banking Act also regulates who may be a Directorof ANZ, it is proposed to amend ANZ’s Constitution so that persons
can only be Directors if permitted by applicable law (including the
Banking Act), rather than only the Corporations Act. In the case of aperson who is elected as a Director at a general meeting who is notthen permitted to be a Director (e.g., because they are not registeredunder BEAR to be an accountable person), it is proposed that theywould commence to hold office only upon becoming, within 90
days after the date of their election (or such longer period as theBoard may allow having regard to any requirements of APRA or otherrelevant regulator), permitted to be and act as a Director. Otherwise,that person is treated as never having been elected.

The amendments proposed to be made are as follows:(a) insert a new definition in rule 1.2 as follows:“”Banking Act” means the Banking Act 1959 (Cth).”(b) amend rules 3.2, 3.3 and 3.8(b) as shown below:“3.2 Appointment by the Board
Subject to applicable law (including, without limitation, theBanking Act and the Corporations Act), this document and to thenumber of Directors for the time being fixed under rule 3.1 notbeing exceeded, the Board may appoint a person to be a Director
at any time. Any Director so appointed automatically retires
at the next annual general meeting and, subject to rule 3.3, iseligible for election by that general meeting.”“3.3 Election by general meeting(a) Subject to this document, applicable law (including, without
limitation, the Banking Act and the Corporations Act) and to thenumber of Directors for the time being fixed under rule 3.1 notbeing exceeded, the Company may elect Directors by ordinary
resolution.
(b) If a person is elected as a Director and the person is not
permitted under applicable law to be or act as a Director on thedate of their election, the person starts to hold office as a Director
only upon the person becoming, within 90 days after the dateof their election (or such longer period as the Board may allow
having regard to any requirements of the Australian Prudential
Regulation Authority or other relevant regulator), permitted
by applicable law to be and act as a Director. Otherwise, that
person is treated as never having been elected.
(c) Without limiting paragraphs (a) and (b), a person who isprohibited from being or acting as an “accountable person”, or
who is a disqualified from being a Director, under the Banking
Act is taken not to be permitted under applicable law to be or act
as a Director unless and until the person is permitted under the
Banking Act to be and act as an accountable person or ceases tobe so disqualified, as the case may be.”“3.8 Cessation of Director’s appointment
The office of a Director automatically becomes vacant if theperson who holds the office: …
(b) is not permitted by applicable law the Corporations Act (or an
order made under applicable law the Corporations Act) to be adirector Director or vacates office by force of applicable law
the Corporations Act; …”.

2018 ANNUAL GENERAL MEETING | 13

NOTICE OF MEETING

Hybrid General Meetings
It is also proposed to make amendments to the Constitution tobetter facilitate participation by shareholders at general meetings.
DIRECT VOTING
Presently, under the Constitution, a shareholder may cast votes:• in the usual way by attending the meeting in person or by proxy,attorney or representative; or• if the Board so determines, by casting a “Direct Vote”.
Direct Votes are not counted if a resolution is decided on a show ofhands, but if a poll is held on a resolution, they are so counted.
The Board may make regulations for the casting of Direct Votes,
including regulations for the time by which the Direct Votes must be
received in order to be effective, but that time must be no later than
the time appointed for the commencement of the meeting (or, in thecase of an adjournment, resumption of the meeting). Consequently,
Direct Votes cannot be cast during the meeting, for example, during
debate on the resolution or when the poll is being conducted.
To enable shareholders to cast Direct Votes during the meeting,it is proposed to omit the above time restriction, and allow theregulations made by the Board to provide for a Direct Vote to count if
the Direct Vote is received before the poll on the resolution is closed.
A number of other consequential amendments are also proposed.
Specifically, it is proposed to:(a) amend rule 17.5(b)(ii) as shown below:“(b) If the Board determines that votes may be cast by Direct Vote, theBoard may make such regulations as it considers appropriate forthe casting of Direct Votes, including regulations for:(i) the form, method and manner of voting by Direct Vote; and(ii) the time by which the votes of members to be cast byDirect Vote must be received by the Company in order to beeffective (the “Prescribed Time”), which (without limiting theforegoing) may be when the poll on the relevant resolution
closes or any earlier time (which must be no later than thetime appointed for the commencement of the meetingor, in the case of an adjournment, the resumption of themeeting).”;(b) amend rule 17.6(b) as shown below:“(b) Subject to rules 17.7 and 17.8, if a poll is held on a resolution,
votes cast by Direct Vote by a member entitled to vote on the
resolution are taken to have been cast on the poll as if themember had cast the votes in the poll at the meeting, and thevotes of the member are to be counted accordingly. For the
avoidance of doubt, a Direct Vote will count as having beencast on the poll only if notice of it is received by the Company inaccordance with regulations made under rule 17.5(b) before the
Prescribed Time.”;14 | 2018 ANNUAL GENERAL MEETING(c) amend rule 17.7(a) as shown below:“A Direct Vote received by the Company:(a) may be withdrawn by the member by notice in writingreceived by the Company in accordance with regulations
made under rule 17.5(b) before the time so prescribed by such
regulations for a Direct Vote to be withdrawn the time appointed
for the commencement of the meeting (or in the case of any
adjournment, the resumption of the meeting); and …”;(d) amend rule 17.8 as shown below:“17.8 Vote not affected by death, etc. of member
A Direct Vote received by the Company is valid even if, before
the meeting, the member:(a) dies or becomes mentally incapacitated;(b) becomes bankrupt or an insolvent under administration
or is wound up; or(c) where the Direct Vote is cast on behalf of the member
by an attorney, revokes the appointment of the attorney or
the authority under which the appointment was made bya third party,
unless the Company has received written notice of the matter
before the time prescribed by regulations made under rule17.5(b) for this purpose or, if no time is so prescribed, the startor resumption of the meeting at which the vote is cast.”
PARTICIPATION IN DEBATE
Additionally, it is proposed to include a new rule to facilitateshareholders participating in the meeting by online means (e.g., toask questions and make comments) at the discretion of the chairman.
In particular it is proposed to insert a new paragraph (c) in rule13.6 as follows (and to renumber existing paragraphs (c) and (d) as
paragraphs (d) and (e), respectively):“(c) The chairman may invite a person who is not in attendanceat the meeting, and whether or not a member, to ask a questionor make a comment during the meeting by electronic or othermeans approved by the chairman.”Written resolutions of the Directors
Presently, rule 12.8 of ANZ’s Constitution allows the Directors to passresolutions in writing if at least two-thirds of the Directors “sign” adocument setting out the proposed resolution. Rule 12.9(e) of theConstitution provides that a telex, telegram or facsimile or amessage in electronic form containing the text of the document
expressed to have been signed by a Director that is sent to ANZ is adocument deemed to be signed by that Director at the time of its
receipt by ANZ.
For convenience, it is proposed to expand the scope of when sucha document is taken to be signed, in particular, to provide thata Director is taken to sign a document setting out the proposed
resolution if the Director informs the chairman of the Board or
the company secretary by telephone that he or she approves theresolution. Accordingly, it is proposed to insert new paragraphs (f)and (g) as shown below (and to renumber existing paragraph (f) ofrule 12.9 as paragraph (h) and move the ‘and’ at the end of existing
paragraph (e) to the end of new paragraph (g)):“12.9 Additional provisions concerning written resolutions
For the purpose of rule 12.8: …
(f) if a Director informs the chairman of the Board or the
Secretary by telephonic or other electronic means that he or she
approves a proposed resolution which is set out in a document,
the document setting out the proposed resolution is deemed
to be signed by the Director at the time when the chairman or
Secretary is so informed by the Director;(g) if the chairman of the Board or the Secretary records inwriting that he or she has been informed by a Director bytelephonic or other electronic means that he or she approves a
proposed resolution which is set out in a document, that record istaken to be conclusive evidence that the Director so informed thechairman of the Board or the Secretary that he or she approved
the proposed resolution set out in the document; and(h) (f) accidental failure to give notice of a document under rule12.8, or non-receipt of such document by a Director, does not
result in the resolution being invalid.”

Availability of Constitution showing proposed amendments
A marked copy of the Company’s Constitution showing the proposedchanges is available at www.anz.com/annualgeneralmeetingand copies are also available for inspection at the Company’s
registered office: ANZ Centre Melbourne, Level 9, 833 Collins Street,
Docklands, Victoria.
Board Recommendation: The Board recommends that shareholders
vote in favour of item 5.

2018 ANNUAL GENERAL MEETING | 15

shareholder.anz.com
Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522.
ANZ’s colour blue is a trade mark of ANZ.