ANZ 2022
SCHEME MEETING
Australia and New Zealand Banking Group
Limited ABN 11 005 357 522 (ANZ) gives notice
that, by order of the Federal Court of Australia(Court) pursuant to section 411(1) of the
Corporations Act, a meeting of holders of fully
paid ordinary shares in ANZ (Scheme Meeting)will be held on Thursday, 15 December 2022 at
the later of 12:00pm (Adelaide Time) or theconclusion (or adjournment) of ANZ’s 2022
Annual General Meeting (AGM).

CONTENTS
Time and location of the Scheme Meeting

2

Important Dates

3

ANZ Shareholder Centre Website

3

Explanatory Memorandum

3

Scheme Meeting

4

How Business will be conducted at the Meeting

4

Discussion and asking questions

4

Hybrid Scheme Meeting, webcast and photography

4

Notice of Scheme Meeting5

Explanatory Notes

52

ANZ 2022 Scheme Meeting

TIME AND LOCATION OF
THE SCHEME MEETING
Thursday, 15 December 2022
To be held at the later of 12:00pm (Adelaide Time) or the conclusion(or adjournment) of ANZ’s 2022 Annual General Meeting (AGM)

Festival DriveFestival
TheatreFestival Drive

Adelaide
CasinoAdelaide
Train
StationRiverside
CentreNorth Terrace

Parliament
House

King William Street

Adelaide
Convention Centre

lD

King William Street

Morphett Street

Morphett Street

Fe stiva
InterContinental
Hotel

North Terrace
Car ParkriveRiverbank
Car Park

North Terrace

North Terrace

City West
Tram Stop

Adelaide Convention Centre,
Hall H, North Terrace
Adelaide SA 5000

Adelaide Railway
Station Tram Stop

North Terrace

Adelaide
Convention Centre
INTERNAL LAYOUT

Tram Line
L1a
L1b

L2 L3

Vehicle AccessF

West
EntranceG

Car Park

L

Tram StopBus StopM

CentralEntrance

H

N
O

Train Station
Taxi Rank
Entrance

I

J

K

3

Join the meeting online

To participate online visit https://meetnow.global/ANZ2022 on your smartphone, tablet, or computer.
You will need the latest versions of Chrome, Firefox, Safari & Edge. Please ensure your browser is compatible.
Refer to the instructions on the Online Meeting Guide document.

Important Dates
Join the meeting in person
ADELAIDE CONVENTIONCENTRE (ACC)The Adelaide Convention Centre(ACC) is located in the central business
district off Adelaide, South Australia.
The fully-equipped centre is close
to public transport hubs and just 15
minutes by car from Adelaide Airport.
TRAVELLING BY
PUBLIC TRANSPORT
Trams
Air-conditioned trams stop outside the
Adelaide Convention Centre. Trips within
the city centre are free. The route runs
from Glenelg via Rundle Mall and theCentral Market. Further information can beaccessed at www.adelaidemetro.com.au

Suburban RailThe main railway station is right nextdoor to the Adelaide Convention Centre
and it provides access from Adelaide’s major
suburban centres. Further information canbe accessed at www.adelaidemetro.com.au

Taxi
A taxi rank is positioned immediately infront of the Adelaide Convention Centre
on North Terrace. Additional ranks exist
along North Terrace within close proximity.

Car
There are two car parks available for visitors
to the Adelaide Convention Centre, namely
the Riverbank and North Terrace car parks
which are open 24 hours/day, 7 days aweek. The car parks are situated under
the Convention Centre (Riverbank) andbeneath the Exhibition Hall.

All times are given in Australian Central
Daylight Time (Adelaide Time) unlessotherwise specified.

13 December 2022
3:30pm (Adelaide Time)
Latest time for receipt
of proxy appointments

15 December 2022
Scheme Meeting to be held at the laterof 12:00pm (Adelaide Time) or theconclusion (or adjournment) of ANZ’s
2022 Annual General Meeting (AGM).

ANZ Shareholder Centre Website
Shareholders are able to view informationin the manner that best suits them on
our website: anz.com/shareholder/centre.
Documents are available in various formats.

Explanatory Memorandum
ANZ proposes to establish a non-operatingholding company as the new listed parent
company of the ANZ Group and to separate
ANZ’s banking and certain non-banking
businesses within the ANZ Group(“Restructure”). As part of that process, ANZ
is required to convene a meeting of ANZshareholders to consider and vote on a schemeof arrangement (“Scheme Meeting”), which isone of the steps required to implement the
Restructure. The Explanatory Memorandum(also referred to as the Scheme Booklet) as
announced to the ASX, provides the important
information you need to help you decide on
how to vote at the Scheme Meeting.
These documents are available atanz.com/schememeeting or by calling
the Share Registrar on 1800 11 33 99(within Australia) or (+61 3) 9415 4010
(outside Australia) to request a hard copy.
Scheme Booklet
anz.com/schememeeting

4

ANZ 2022 Scheme Meeting

SCHEME MEETING

Thursday, 15 December 2022

Commencing at the later of
12:00 pm (Adelaide Time),or the conclusion (oradjournment) of ANZ’s 2022
Annual General Meeting.
Registration opens

For those shareholders attending
the meeting online – please log onto
your electronic device and register
your attendance(you will need your SRN/HIN number
in order to login to the online Meeting
platform. For Proxyholders, a login will
be provided to you by Computershare)
Scheme Meeting commences• Welcome to Shareholders – Chairman• Chief Executive Officer’s presentation• Item of BusinessHow business will be
conducted at the meeting
The Scheme Meeting is an important
event and we encourage shareholders
to actively participate.
Important information about the conductof the Scheme Meeting is set out below.

Discussion and asking questions
Discussion will take place on the item ofbusiness that is put to the Meeting – refer
to “Business” and “Explanatory Notes” sections
for further information relating to the itemsof business.
Shareholders as a whole will have areasonable opportunity to ask questions
at the Scheme Meeting and also via theonline platform or verbally by phone.
To ensure that as many shareholders as
possible have the opportunity to participate,shareholders are requested to observe thefollowing guidelines:• all shareholder questions should bestated clearly and should be relevant tothe business of the Scheme Meeting;• if a shareholder has more than one question
on an item of business, all questions should
be asked at the one time; and• shareholders should not ask questions
at the Scheme Meeting relating to
any matters that are personal to theshareholder or commercial in confidence.
Shareholders who prefer to registerquestions in advance of the Scheme
Meeting are invited to do so.
A “Questions from Shareholders Form”
will be made available on our Website
anz.com/schememeeting. You can also
submit any questions via the Proxy Voting
Link investorvote.com.au/login (Control
Nbr 131546).
We will attempt to address as many of themore frequently asked questions as possible
in the Chairman’s and Chief Executive Officer’s
presentations to the Scheme Meeting.
Written questions must be received by theCompany by 4:30pm (Adelaide Time) on
8 December 2022, and can be submitted
online, by mail, or email as set out on the topof the Questions from Shareholders Form.

To participate you will need a computer ormobile/tablet device with internet access.
When you log onto the Online platform
on the day of the Scheme Meeting, youwill need to provide your details (including
SRN or HIN) to be verified as a shareholder
or proxyholder. Proxyholders will need theirlogin details which will be provided byComputershare no later than 24 hours
before the Meeting. Following this you will
be given details as to how to vote and ask
questions online during the Scheme Meeting.
More information about how to use the
Scheme Meeting online platform (including
how to vote and ask questions online during
the Scheme Meeting) is available in theOnline Meeting Guide and Online Frequently
Asked Questions document, which havebeen lodged with ASX and are available atanz.com/schememeeting. If you intend touse the online platform, we recommend thatyou test to see that it works on your device
before the Scheme Meeting commences.
Further instructions on device configurations
are provided in the Online Meeting Guide.
Alternatively, shareholders may listen to
the proceedings of the Scheme Meetingby dialing:
Guest
PasscodeCountry

NumberHybrid Scheme Meeting, webcast
and photography

Australia

1800 173 224/
1800 556 264

7500882

We have arranged for the Scheme Meeting tobe filmed and broadcast via a webcast which
can be viewed at anz.com/schememeeting.

New
Zealand0800 452 794/
0800 880 585

7500882

After the Meeting you can also watch anarchived recording on the ANZ website.

Worldwide+61 7 3107 0200

7500882

We have arranged for photographs to betaken at the Scheme Meeting. If you attend
the Meeting in person, you may be includedin photographs or the webcast recording.

If you wish to ask a question over the phone,please register follow the details below:

For the safety and security of all thosepresent at the Scheme Meeting, cameras
and recording devices are not permitted.

To register call the Share Registrar on
1800 11 33 99 or +61 3 9415 4010
and press option 3 (ANZ Meeting Phone
conference details) to request a PIN
and the conference call number.

Participating and voting online

See question 20 in the Frequently Asked
Questions document for further details.

For those shareholders who are attending
the Scheme Meeting online, the Scheme
Meeting will be webcast live online forparticipation and voting by shareholders andproxyholders via the online Meeting Platform
at https://meetnow.global/ANZ2022.

In addition to the above, shareholders
can also watch an archived recordingof the webcast after the Meeting at
anz.com/schememeeting.

5

NOTICE OF SCHEME MEETING

Australia and New Zealand Banking
Group Limited ABN 11 005 357 522

Notice of meeting
Australia and New Zealand Banking
Group Limited ABN 11 005 357 522 (ANZ)
gives notice that, by order of the Federal
Court of Australia (Court) pursuant to section
411(1) of the Corporations Act, a meetingof holders of fully paid ordinary shares in
ANZ (Scheme Meeting) will be held on
Thursday, 15 December 2022 at the laterof 12.00pm (Adelaide time) or the conclusion(or adjournment) of ANZ’s 2022 Annual
General Meeting (AGM).
The Scheme Meeting will be held at
The Adelaide Convention Centre,
North Terrace, Adelaide and online athttps://meetnow.global/ANZ2022.

Explanatory notes
1. General
This notice of meeting and the Scheme
Resolution should be read in conjunction
with the explanatory memorandum ofwhich this notice forms part (Explanatory
Memorandum). The Explanatory
Memorandum provides the important
information you need to help you decideon how to vote on the Scheme Resolution.
Unless otherwise defined, terms usedin this notice have the same meaning
as set out in the Glossary in section 10of the Explanatory Memorandum.

2. Eligibility to participate in andvote at the Scheme Meeting
For the purpose of voting at the Scheme
Meeting, ANZ Shareholders will be entitledto participate in and vote at the Scheme
Meeting if they are a registered holder of
ANZ Shares on the ANZ Share Register as
at 6.30pm (Adelaide time) on Tuesday,
13 December 2022. This means that transfersof ANZ Shares registered after that time will
be disregarded in determining entitlements
to participate in the Scheme Meeting andvote on the Scheme Resolution.

Business of the Scheme Meeting
The purpose of the Scheme Meeting is toconsider and, if thought fit, to agree (with orwithout modification or conditions) to thefollowing resolution (Scheme Resolution):“That, pursuant to and in accordance withsection 411 of the Corporations Act 2001 (Cth),the scheme of arrangement proposed
between Australia and New Zealand Banking
Group Limited and the holders of its fully
paid ordinary shares as contained in andmore precisely described in the Explanatory
Memorandum of which the notice convening
this meeting forms part, is approved (withor without modification as approved by theFederal Court of Australia).”

Explanatory notes and otherinformation(of which this Notice of Scheme Meeting
forms part), unless indicated otherwise.
If you would like to receive a hard copyof this Notice of Scheme Meeting, pleasecontact the ANZ Shareholder Information
Line on 1800 11 33 99 (within Australia)
or +61 3 9415 4010 (outside Australia).
This line is open between 8.00am and4.30pm (Adelaide time), Monday to Friday(excluding public holidays).
By order of the Court and the Board
of Australia and New Zealand Banking
Group Limited.

Simon Pordage – Company Secretary

Terms used in this notice have the same
meaning as set out in the Glossary insection 11 of the Explanatory Memorandum

Australia and New Zealand Banking
Group Limited

3. Required majorities at the
Scheme Meeting(a) Participating and voting in person

In accordance with section 411(4)(a) of
the Corporations Act, for the Scheme tobe approved by ANZ Shareholders, theScheme Resolution must be passed by:• unless the Court orders otherwise, amajority in number (more than 50%) of
ANZ Shareholders present and voting(either in person or by proxy); and• at least 75% of the votes cast on the
Scheme Resolution.

4. Participation in the Scheme Meeting
ANZ Shareholders will have the opportunity
to participate in the Scheme Meeting in thefollowing ways:• in person by attending Scheme Meeting
held at The Adelaide Convention Centre,
North Terrace, Adelaide immediately after
the AGM but not before 12.00pm(Adelaide Time);• online by participating and voting online
at https://meetnow.global/ANZ2022;• lodge a proxy in advance of the Scheme
Meeting; or• lodge questions in advance of the
Scheme Meeting.

27 October 2022

If you are attending the AGM prior to
the Scheme Meeting, you may remainin the venue following the conclusion(or adjournment) of the AGM. The
Scheme Meeting will commence
immediately after the conclusion(or adjournment) of the AGM but
not before 12.00pm (Adelaide time).
If you are not attending the AGM prior
to the Scheme Meeting, you should
arrive at the Scheme Meeting venue
30 minutes before the time designatedfor the Scheme Meeting. This will allow
time for your shareholding to be checkedagainst the ANZ Share Register andattendance noted, or any power ofattorney or certificate of appointmentof corporate representative to beverified, and attendance noted.

Alternative arrangements
In the lead up to the Scheme Meeting,
ANZ will be closely monitoring the
COVID-19 situation in Adelaide. If it
becomes necessary or appropriate
to make alternative or supplementaryarrangements to hold the Scheme
Meeting to those set out in this notice,
ANZ Shareholders will be given as muchnotice as possible. Information relating
to any alternative or supplementary6

ANZ 2022 Scheme Meetingarrangements will be communicatedto ANZ Shareholders by way of anannouncement to the ASX andpublished on ANZ’s website atanz.com/schememeeting.

(b) Participating and voting online
ANZ Shareholders (or their proxies,
attorneys or authorised corporate
representatives) will be able to participate
in the Scheme Meeting including to voteand ask questions, in real-time online
at https://meetnow.global/ANZ2022.
ANZ Shareholders can access the Scheme
Meeting online using a computer,tablet or mobile device with an internet
connection. The link to attend the
Scheme Meeting and AGM online
is the same for both meetings.
By participating in the Scheme Meeting
online, you will be able to:• hear the meeting discussion and viewpresentation slides;• ask questions while the Scheme
Meeting is progressing; and• vote during the Scheme Meeting.
If you intend to participate in the
Scheme Meeting online, we recommendthat you test to see that it works on yourdevice before the Scheme Meeting
commences in accordance with the
instructions below.
• ANZ Shareholders can register toparticipate in the Scheme Meeting
online by entering the following URL in
their browser https://meetnow.global/
ANZ2022. As the Scheme Meetingis being held after the AGM, ANZ
Shareholders may register for the
Scheme Meeting any time after
registration for the AGM has opened.
Registration for the AGM will open at
9.00am (Adelaide Time) (being 1 hour
before the start of the AGM; and• ANZ Shareholders will need thefollowing details in order to log
in to the Scheme Meeting online:Ŧ Securityholder Reference Number(SRN) or Holder Identification
Number (HIN); and postcode
registered on your holding if you are
an Australian shareholder. If you arean overseas shareholder, select thecountry registered on your holding
from the drop-down menu.

If you are attending the AGM online,
and intend to participate in the Scheme
Meeting online, we recommend that you
stay logged in following the conclusion(or adjournment) of the AGM in orderto participate in the Scheme Meeting.
The Scheme Meeting will commence
immediately after the conclusion(or adjournment) of the AGM but
not before 12.00pm (Adelaide time).
Proxyholders will need to contact
Computershare Investor Services on+61 3 9415 4024 no later than 1 hour
before the Scheme Meeting to obtaina unique email invitation link toparticipate online.
Online voting will be open between thecommencement of the Scheme Meetingon Thursday, 15 December 2022 and thetime at which the chair of the Scheme
Meeting announces the poll is closed.
Further information on how toparticipate and vote online, and ask
questions during the Scheme Meeting,is set out later in this notice and in
the Online Meeting Guide available
at anz.com/schememeeting.

Technical difficulties
Technical difficulties may arise during
the Scheme Meeting. The chair of the
Scheme Meeting has discretion as towhether and how the Scheme Meetingshould proceed if a technical difficultyarises. In exercising their discretion, thechair will have regard to the number of
ANZ Shareholders impacted and the extent
to which participation in the business of
the Scheme Meeting is affected.
Where considered appropriate, the chairof the Scheme Meeting may continue tohold the meeting and transact business,
including conducting a poll and voting inaccordance with valid proxy instructions.
For this reason, ANZ Shareholders areencouraged to lodge a proxy vote,even if they plan to attend the Scheme
Meeting in person or online.
In the event of a technological failure thatprevents ANZ Shareholders from having
a reasonable opportunity to participate
in the Scheme Meeting, ANZ will provide
an update on its website and the ASX
platform to communicate the details ofany postponement or adjournment of the
Scheme Meeting to ANZ Shareholders.

5. How to vote
Voting at the Scheme Meeting will be
conducted by poll.
If you are an ANZ Shareholder entitled tovote at the Scheme Meeting, you may vote:• in person, by attending the Scheme
Meeting held at The Adelaide Convention
Centre, North Terrace, Adelaide on
15 December 2022 immediately after
the AGM but not before 12.00pm(Adelaide time);• online, by participating and voting online
at https://meetnow.global/ANZ2022;• by proxy, by completing a proxy form
online at www.investorvote.com.au or bycompleting, signing and lodging a paper
proxy form for the Scheme Meeting inaccordance with the instructions set out
on the form. To be valid, your proxy form
(online or paper) must be received by the
ANZ Share Registry by 3.30pm (Adelaide
Time) on 13 December 2022;• by attorney, by appointing an attorney
to attend and vote at the Scheme
Meeting on your behalf and providing aduly executed power of attorney to the
ANZ Share Registry by 3.30pm (Adelaide
Time) on 13 December 2022; or• by corporate representative, if you
are a body corporate, by appointing a
corporate representative to attend andvote at the Scheme Meeting on behalf ofthat ANZ Shareholder. The representativeneeds to provide a duly executed
certificate of appointment (in accordance
the Corporations Act) to be to admitted
to the Scheme Meeting.

6. Jointly held ANZ Shares
If ANZ Shares are jointly held, each of thejoint ANZ Shareholders is entitled to vote.
However, if more than one ANZ Shareholder
votes in respect of jointly held ANZ Shares,
only the vote of the shareholder whose nameappears first on the ANZ Share Register will
be counted.

7. How to ask questions(a) During the Scheme Meeting
ANZ Shareholders will have a reasonable
opportunity to ask questions or makecomments about the Scheme andRestructure at the Scheme Meetingin person, online or verbally by phone.
More information on how to ask
questions during the Scheme Meeting
online is set out in the Online Meeting
Guide and the Frequently Asked
Questions document available atanz.com/schememeeting.
To ask a question verbally by phone,
ANZ Shareholders can call the ANZ
Shareholder Information Line on
1800 11 33 99 (within Australia) or+61 3 9415 4010 to request a PIN
and the conference call number.

(b) In advance of the Scheme Meeting
A Scheme Meeting Questions Form will
be made available on the ANZ website
at anz.com/schememeeting.
Questions must be received by 4.30pm(Adelaide Time) on Thursday, 8 December
2022, and can be submitted online, or by
mail, fax, or email as set out on the top of
the Scheme Meeting Questions Form.

8. How to submit a proxy
To appoint a proxy, you should complete
and submit the proxy form in accordancewith the instructions on that form.
• online: submitting it online atwww.investorvote.com.au by following
the prompts;• by mobile device: if you have a smart
phone or other compatible mobile device,
you can lodge your vote via the ANZ Share
Registry’s voting website by scanning the
QR code on the front of the proxy form.
Log-in using the SRN/HIN and postcode
for your shareholding;• by post: posting it to the ANZ Share Registry,Computershare Investor Services Pty Ltd in
the reply paid envelope provided (whereapplicable) or to the following address:
Australia and New Zealand
Banking Group Limited
C/- Computershare
Investor Services Pty Ltd
GPO Box 242
Melbourne VIC 3001
Australia• by hand delivery: depositing it at the
ANZ Share Registry, Computershare
Investor Services Pty Ltd, during normal
business hours at the following address:
452 Johnston Street
Abbotsford VIC 3067; or• by fax: faxing it to the ANZ Share Registryon 1800 783 447 (within Australia) or+61 3 9473 2555 (outside Australia).
If you complete and return a proxy form,
you may still attend the Scheme Meetingin person or online. At registration you will
have the opportunity to revoke your proxyappointment and vote at the meeting. Or you
may allow the proxy appointment to standand vote as per your voting instructions andattend as a non-voting shareholder which
will allow you to ask questions.

9. Proxy voting by the chair of the
Scheme Meeting
If the chair of the Scheme Meeting is a proxy,either by appointment or default, and theappointment does not provide any voting
directions on the proxy form, by signingand returning the proxy form, the ANZ
Shareholder will be expressly authorising
the chair of the Scheme Meeting to casttheir vote on the Scheme Resolution as
the chair of the Scheme Meeting sees fit.
The chair of the Scheme Meeting intends
to vote undirected proxies in favour of the
Scheme Resolution.

10. Court approval
In accordance with section 411(4)(b) of the
Corporations Act, to become Effective, theScheme must be approved by the order of
the Court. If the Scheme Resolution set out
in this notice is agreed to by the required
majorities set out above and the conditions
set out in the Scheme are satisfied or waived(where capable of waiver), ANZ will apply to
the Court for the necessary orders to giveeffect to the Scheme.
The ANZ Directors recommend you
vote “Yes” in favour of the Scheme.

Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522.

anz.com