ANZNOTICE OFMEETING
2011 ANNUAL GENERAL MEETINGTABLE OF CONTENTS
02// Location of the Annual General Meeting03// Annual General Meeting Agenda03// How the Annual General Meeting will
be conducted04// Notice of 2011 Annual General Meeting04// ANZ Shareholder Centre Website04// 2011 Annual Report and 2011 ANZ Shareholder
and Corporate Responsibility Review

04// Items of Business07// Explanatory Notes

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

NOTICE OF MEETINGLOCATION OF THE
ANNUAL GENERALMEETING
Friday, 16 December 2011 –
10:00 am (AEDT)
Sydney Convention andExhibition Centre
Bayside Auditorium B
Darling Drive, Darling Harbour
Sydney, New South Wales

TRANSPORT OPTIONSMONORAILThe Metro Light Rail provides a direct service to the venue with a
Metro Light Rail station located directly outside the Convention
Centre. Tickets can be purchased on the train. Trains operate every
15 minutes between Central Station and Lilyfield.
For further information on the Metro Light Rail, please refer to theirwebsite at www.metrolightrail.com.au or www.metrolightrail.com.au/
StationLocatorFlash.asp to view the light rail route map.
TRAIN

The nearest public train station is Town Hall Station approximately
10 minutes from the venue by foot.
BUS

The 443 bus service runs to locations such as the Maritime Museumand Harris Street, Ultimo. The Convention Centre is approximately
5 minutes walking distance from these locations.
The State Transit Website www.131500.com.au has useful information
regarding public transport options, including a trip planner
function that will provide you with detailed information on how
to get around Sydney.
CAR

The Sydney Convention and Exhibition Centre car park is conveniently
located off Darling Drive, underneath the Centre’s five exhibition
halls. The car park has direct access to the venue and the many
attractions and facilities available in Darling Harbour.
THE SYDNEY CONVENTION AND EXHIBITION CENTRE (SCEC)The Sydney Convention and Exhibition Centre (SCEC) is locatedin the Darling Harbour district of Sydney, New South Wales.

The fully-equipped centre is close to public transport hubs
and the Sydney central business district.

2

ANNUAL GENERAL MEETING AGENDA
Friday, 16 December 2011
9:00 am

Registration Opens

9:15 amMorning Tea

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

Please join the Chairman,
John Morschel, the Directors
and senior executives of ANZ
for refreshments after the
Annual General Meeting
HOW BUSINESS WILL BE CONDUCTEDAT THE MEETING

The Annual General Meeting is an
important event and we encourage
shareholders to actively participate.
Important information about the conductof the Meeting is set out below.
DISCUSSION AND ASKING QUESTIONS

Discussion will take place on all the itemsof business as set out on page 4.
The Explanatory Notes also provide
further information relating to the itemsof business.
Shareholders will have the 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 the opportunity to speak,shareholders are requested to observe
the following guidelines:

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

Please keep questions as brief aspossible and relevant to the matters
being discussed;

Discussion will take place on each item ofbusiness prior to shareholders being asked
to vote.

I f a shareholder has more than one
question, please ask all questions at
the one time;Shareholders should not ask questions
at the Meeting that they may have as
an individual customer. These questions
should be taken up with the ANZ
representatives after the Meeting.
Shareholders who are unable to attend theMeeting or who may prefer to registerquestions in advance are invited to do so.
A Questions from Shareholders form has
been included in the AGM mailing and is alsoavailable on the website. We will attempt
to address as many of the more frequently
asked questions as possible in the Chairman’sand Chief Executive Officer’s presentations
to the Meeting.

WEBCAST AND PHOTOGRAPHY

We have arranged for the Annual General
Meeting to be filmed and broadcast
via a webcast which can be viewed atwww.shareholder.anz.com. 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 theMeeting in person, you may be includedin photographs or the webcast recording.
For the safety and security of all thosepresent at the Meeting, cameras andrecording devices are not permitted.
Upon entry to the Meeting room, youwill be asked to present your bag fora security search.

2011 ANNUAL GENERAL MEETING 3

NOTICE OF MEETINGNOTICE OF 2011
ANNUAL GENERALMEETING
Notice is given that the 43rd Annual
General Meeting of Australia and
New Zealand Banking Group
Limited will be held at the
Sydney Convention
and Exhibition Centre,
Bayside Auditorium B,
Darling Drive, Darling Harbour,
Sydney, New South Waleson Friday 16 December 2011at 10:00am (AEDT).

BUSINESS
1. ANNUAL REPORTS

To consider the Annual Report, Financial
Report and the Reports of the Directors
and of the Auditor for the year ended
30 September 2011.
2. ADOPTION OF THE
REMUNERATION REPORT

To adopt the Remuneration Report for
the year ended 30 September 2011.
The vote on this resolution is advisory only.
3. GRANT OF PERFORMANCE RIGHTSTO MR MICHAEL SMITH

To consider and, if thought fit, to pass thefollowing resolution as an ordinary resolution:“That approval is given for the Company
to grant to the Company’s Chief Executive
Officer, Mr Michael Smith, Performance
Rights under the ANZ Share Option Planon the terms set out in the Explanatory
Notes to this Notice of Meeting.”
4. APPROVAL OF BUY-BACK SCHEMESRELATING TO THE PREFERENCESHARES WHICH FORM PART OF THE
UK STAPLED SECURITIES

preference shares designated the “June2007 Sterling Preference Shares” issued
as part of the Company’s £450,000,000
non-cumulative mandatory convertible
stapled securities as described in the
Explanatory Notes to this Notice of Meeting.”
5. APPROVAL OF SECURITIES ISSUED

To consider and, if thought fit, to pass thefollowing resolution as a special resolution:“That for the purposes of ASX Listing Rule7.4, the issue of securities by the Company,
as more fully described in the Explanatory
Notes which accompany this Notice ofMeeting, be approved.”
6. ELECTION OF DIRECTORS(a) To elect a Director – Mr R.J. Reeves
Mr Reeves, being eligible, offers himself
for election.
(b) To re-elect a Director – Mr P. A. F. Hay
Mr Hay is retiring and, being eligible,
offers himself for re-election.
(c) To re-elect a Director – Ms A. M. Watkins
Ms Watkins is retiring and, being eligible,
offers herself for re-election.

To consider and, if thought fit, to pass
the following resolution as a special
resolution:“That approval is given to the terms andconditions of the selective buy-backschemes relating to the buy-back of the

ANZ SHAREHOLDER CENTRE WEBSITE

Our shareholder website has recently been updated to better serve our shareholders.
Shareholders are able to view information in the manner that best suits them. Documents
are available in various formats – view online, download or request a hard copy.
2011 ANNUAL REPORT AND 2011 SHAREHOLDER AND CORPORATE RESPONSIBILITY REVIEWThe Annual Report provides detailed financial data and information on the Group’s performanceas required to comply with applicable regulatory requirements. We also issue a Shareholder
and Corporate Responsibility Review which is a non-statutory document covering key
performance areas, financial information, remuneration details and corporate responsibility.
These documents are available at www.shareholder.anz.com 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.

We live in your world4

VOTING RESTRICTIONSVOTING RESTRICTIONS FOR ITEM 2

The Corporations Act prohibits Directors
and other key management personnel of theCompany and their closely related parties
voting in any capacity (e.g. as a shareholder,
proxy or corporate representative) on item 2.
The prohibition does not apply if the person
has been appointed as a proxy by writingthat specifies how the proxy is to voteon item 2, provided that the person who
appointed the proxy is not themselvesa person subject to the prohibition.
In addition and pursuant to relief grantedby the Australian Securities and Investments
Commission (ASIC) to the Company, theprohibition does not apply to the Chairmanof the Meeting where the proxy appointment
expressly authorises the Chairman of the
Meeting to exercise an undirected proxy. If
a shareholder appoints the Chairman of the
Meeting as their proxy and the shareholder
does not direct the Chairman of the Meeting
how to vote on item 2, the shareholder
authorises the Chairman of the Meetingin respect of item 2 to exercise the proxy:n otwithstanding that item 2 is connected
directly or indirectly with the remunerationof a member of the Company’s key
management personnel; ande ven if the Chairman of the Meeting has aninterest in the outcome of the vote on item
2 and that any votes cast by the Chairmanof the Meeting in respect of item 2, otherthan as proxy holder, will be disregarded
because of that interest.
The Chairman of the Meeting intends to voteundirected proxies (where the Chairman has
been appropriately authorised) in favour ofitem 2.
Other Directors and other key management
personnel of the Company and their closely
related parties will not cast any votes inrespect of item 2 that arise from any
undirected proxy that they hold.
VOTING RESTRICTIONS FOR ITEM 3

In accordance with the ASX Listing Rules, theCompany will disregard any votes cast on
item 3 by each Director (except those whoare ineligible to participate in any employee
incentive scheme operated by the Company)
and their associates, except where the vote:is cast by a person as proxy for a person
who is entitled to vote, in accordance withthe directions on the Proxy Form; oris cast by the person chairing the Meetingas proxy for a person who is entitled tovote, in accordance with a direction on the
Proxy Form to vote as the proxy decides.
The Corporations Act also prohibits theCompany’s key management personnel
and their closely related parties voting as
a proxy on resolutions connected directly
or indirectly with the remuneration of key
management personnel (such as item 3),
if the proxy appointment does not specify
the way the person is to vote.
The prohibition does not apply to the
Chairman of the Meeting where the proxyappointment expressly authorises the
Chairman of the Meeting to exercise anundirected proxy. If a shareholder appoints
the Chairman of the Meeting as their proxy
and the shareholder does not direct the
Chairman of the Meeting how to vote on
item 3, the shareholder authorises the
Chairman of the Meeting in respect ofitem 3 to exercise the proxy:n otwithstanding that item 3 is connected
directly or indirectly with the remunerationof a member of the Company’s key
management personnel; ande ven if the Chairman of the Meeting has aninterest in the outcome of the vote on item
3 and that any votes cast by the Chairmanof the Meeting in respect of item 3, otherthan as proxy holder, will be disregarded
because of that interest.
The Chairman of the Meeting intends to voteundirected proxies (where the Chairman has
been appropriately authorised) in favour ofitem 3.
Other Directors and other key management
personnel of the Company and their closely
related parties will not cast any votes
in respect of item 3 that arise from any
undirected proxy that they hold.
If you do not wish to appoint the Chairmanof the Meeting to vote in favour of items
2 and/or 3, it will be important for you tocomplete the voting directions in respectof each item in Step 2 of the Proxy Form.

VOTING RESTRICTIONS FOR ITEM 5

The Company will disregard any votes caston item 5 by a person who participated in
the issue of CPS3 referred to in item 5 ortheir associates.
However, the Company will not disregard
a vote if:
it is cast by a person as proxy for ashareholder who is entitled to vote, in
accordance with the directions on the
Proxy Form; or
it is cast by the person chairing the Meetingas proxy for a shareholder who is entitledto vote, in accordance with a direction on
the Proxy Form to vote as the proxy decides.
ASX has granted a waiver from ASX Listing
Rule 14.11.1 to the extent necessary topermit the Company to count votes cast on
item 5 by persons who are acting solely ina fiduciary, nominee or custodial capacity(Nominee Holders) on behalf of beneficiaries
who did not participate in the issue of CPS3
referred to in item 5. The waiver is subject tothe following conditions:the beneficiaries provide written
confirmation to the Nominee Holders thatthey did not participate in the issue of
CPS3, nor are they an associate of a person
who participated in the issue of CPS3;
the beneficiaries direct the Nominee
Holders to vote for or against theresolution; andthe Nominee Holders do not exercise
discretion in casting a vote on behalf ofthe beneficiaries.
If shareholders (including nominees orcustodians) have questions on the voting
restrictions for items 2, 3, 4 or 5 theyshould contact the Company’s Share
Registrar 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).

VOTING RESTRICTIONS FOR ITEM 4

The Corporations Act requires the Company
to disregard any votes cast in favour ofitem 4 by any person who holds UK Stapled
Securities or is an associate of a person who
holds UK Stapled Securities. The holder of
the UK Stapled Securities is BT Globenet
Nominees Limited.

2011 ANNUAL GENERAL MEETING 5NOTICE OF MEETINGUNDIRECTED PROXIESThe Chairman of the Meeting intends tovote undirected proxies (where he has been
appropriately authorised, having regard to
the voting restrictions above) in favour ofeach item of business, except for item 6(a)(the election of Mr Reeves). On item 6(a),the Chairman of the Meeting intends tovote any undirected proxy against
Mr Reeves’ election.

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 holdersof shares at 7:00pm (AEDT) on Wednesday
14 December 2011.
Holders of the Company’s ordinary shares
may vote on all items of business, subject
to the voting restrictions described above
for items 2, 3, 4 and 5.
Holders of the Company’s preference
shares (including the June 2007 Sterling
Preference Shares) are entitled to attend
the Meeting and such holders are entitledto vote on item 4 (subject to the voting
restrictions described above for item 4)
but are not entitled to vote on any otheritem of business.

VOTING BY PROXY

A shareholder who is entitled to attend
and cast a vote at the Meeting may appointa 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 ensurethat it appoints a corporate representativein 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 ormore votes may appoint up to 2 proxies andmay specify the proportion or number ofvotes each proxy is appointed to exercise.

6

The following addresses are specified for the
purposes of receipt of proxy appointments
and any authorities under which proxyappointments are signed (or certified copiesof 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
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 to facsimile number 1800 783 447(within Australia) or (61 3) 9473 2555
(outside Australia).
Shareholders may also submit their
proxy instructions electronically to theCompany’s Share Registrar by visitingwww.investorvote.com.au and Intermediary
Online subscribers only (custodians) should
visit www.intermediaryonline.com
To be effective, a proxy appointment and,if the proxy appointment is signed by theshareholder’s attorney, the authority underwhich the appointment is signed (or acertified copy of the authority) must be
received by the Company at least 48 hours
before the Meeting.
For more information concerning theappointment of proxies and the addresses
to which Proxy Forms may be sent, pleaserefer to the Proxy Form.

VOTING BY ATTORNEY

A shareholder may appoint an attorney tovote on his/her behalf. For an appointment
to be effective for the Meeting, theinstrument effecting the appointment(or a certified copy of it) must be received
by the Company at its registered officeor one of the addresses listed above forthe receipt of proxy appointments at least
48 hours before 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 therequirements of section 250D of the
Corporations Act. The representative
should bring to the Meeting evidenceof his or her appointment, including
any authority under which it is signed,
unless it has previously been given to
the Company.
By Order of the Board

Bob Santamaria
Secretary
Melbourne
11 November 2011

EXPLANATORY NOTESITEM 1 ANNUAL REPORTS

A copy of the Company’s 2011 Annual Report,
including the Financial Report and theReports of the Directors and of the Auditor
for the year ended 30 September 2011, may
be accessed by visiting the Company’s
website www.shareholder.anz.com
A shareholder may elect to receive by
mail, free of charge, the Company’s 2011
Annual Report (which includes detailed
financial statements and reports) or the2011 Shareholder and Corporate
Responsibility Review (a non-statutory
document covering key performanceareas, financial information, remuneration
details and corporate responsibility).
Shareholders who wish to receive a hard
copy of either document should contact
the Company’s Share Registrar.
The Company mails a copy of the Annual
Report or the Shareholder and Corporate
Responsibility Review as applicable(when they are released each year) only
to those shareholders who have madean election to receive it.
ITEM 2 ADOPTION OF THE
REMUNERATION REPORTAs required by the Corporations Act, theBoard is presenting the Remuneration
Report to shareholders for consideration
and adoption 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 theCompany’s performance; andremuneration details for key management
personnel (including the Directors of theCompany) for the period ended 30
September 2011.
A copy of the Remuneration Report, which ispart of the 2011 Annual Report, is available
by contacting the Company’s Share Registrar
or by visiting the Company’s website
www.shareholder.anz.com
Board Recommendation: The Board considers
that the remuneration policies adopted by
the Company are appropriately structured
to provide rewards that are commensuratewith the performance of the Company
and competitive with the external market.
On this basis, the Board recommends thatshareholders eligible to do so vote in favourof item 2.

ITEM 3 GRANT OF PERFORMANCERIGHTS TO MR MICHAEL SMITH

The Company is seeking the approval ofshareholders for the proposed grant of
Performance Rights to the Chief Executive
Officer, Mr Michael Smith, under the ANZ
Share Option Plan on the terms andconditions set out below.
GRANT OF PERFORMANCE RIGHTS

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 performance condition. Upon
exercise, each Performance Right entitles
Mr Smith to one ordinary ANZ share, which
will rank equally with shares in the same class.
(There will be an exercise period ending
2 years after the vesting date.) Mr Smith is
not required to pay any amount on grant of
the Performance Rights, nor on their vestingand exercise.
Performance Rights granted under the ANZ
Share Option Plan do not carry any dividend
or voting rights until they vest and are
exercised.
If approval is obtained, it is the intention of
the Board that the Performance Rights will be
granted to Mr Smith on 16 December 2011
(but, in any event, not more than 12 months
after the date of this Annual General Meeting).
GRANT VALUE AND CALCULATION OF THE
NUMBER OF PERFORMANCE RIGHTS TO BE
GRANTED

It is proposed that Mr Smith be granted
Performance Rights with a grant valueof $3,150,000. The actual number of
Performance Rights to be granted is notknown at this stage as it will depend on thevaluation at the date of grant. However, thetotal value of the Performance Rights
allocated will not exceed the $3,150,000
grant value. The dollar value at grant may
also vary from the value at some future date,as it will depend on the TSR performance of
the Company relative to a comparative groupof companies and the share price at the time.
PricewaterhouseCoopers and Mercer(Australia) Pty Ltd will independently value
the Performance Rights. The valuation modeltakes into account a range of factors todetermine the value of a Performance Right,
such as the life of the Performance Right,
the likelihood of vesting, the current priceof the underlying shares, expected volatilityof the share price and the dividends expected
to be paid in relation to the shares.

In accordance with AASB 2, the model
reflects both the performance condition
and the non-transferability of the
Performance Rights (noting that theperformance condition must be met before
the Performance Rights vest and become
exercisable). These valuations are thenreviewed by KPMG and the highest
acceptable value will then be approvedby the Board as the allocation value.
For example, based on a grant value of$3,150,000 and an approved allocation
value of, for example, $10 for each
Performance Right, the number of
Performance Rights that would beallocated is 315,000.
PERFORMANCE CONDITION

The Board has determined that the
Performance Rights to be granted to
Mr Smith (if approval is received) will be
subject to a Total Shareholder Return (TSR)
hurdle which ranks the TSR performanceof the Company with the TSR performanceof a comparative group of companies.
The comparative group of companies
currently includes the Commonwealth Bank
of Australia, National Australia Bank Limited,
Westpac Banking Corporation Limited,
Suncorp-Metway Limited, Macquarie Bank
Limited, AMP Limited, ASX Limited, QBE
Insurance Group Limited and Insurance
Australia Group Limited (Comparative Group).
Broadly, TSR is the growth in share price, plus
the value of the dividends and distributions
on the relevant shares. The TSR is measured
over a three year performance period startingon the date of grant of the Performance
Rights (i.e. 16 December 2011) and endingon the third anniversary of the date of grantof the Performance Rights (i.e. 16 December2014) (Performance Period). The proportionof the Performance Rights that will become
exercisable will depend upon a single
point of testing of the TSR achieved by
the Company relative to the TSRs of theComparative Group at the end of the
Performance Period. An average calculation
will be used for TSR over a 90 day period
for start and end values in order to reducethe impact of share price volatility.
The level of performance required for eachlevel of vesting, and the percentage vesting
associated with each level of performance,
are set out in the table below. The Performance
Rights lapse if the performance condition is
not met. There is no re-testing.

2011 ANNUAL GENERAL MEETING 7

NOTICE OF MEETINGIF THE TSR OF THE COMPANY:

THE PERCENTAGE OF PERFORMANCE RIGHTS
WHICH WILL VEST IS:

Does not reach the 50th percentile of the TSRof the Comparative Group0%

Reaches or exceeds the 50th percentile of the
TSR of the Comparative Group but does notreach the 75th percentile

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

Reaches or exceeds the 75th percentile of the
TSR of the Comparative Group100%

Mr Smith is not entitled to trade, transfer or otherwise deal in (including entering into any hedging
arrangements in respect of) the Performance Rights or the underlying shares prior to vesting.
TREATMENT ON TERMINATIONOF EMPLOYMENTIf Mr Smith:resigns, all unexercised Performance
Rights will be forfeited;is terminated by the Company with notice,
all Performance Rights which have vestedor which will vest during the notice period
will be retained and become exercisable;
all remaining Performance Rights will vest
and become exercisable, subject to therelevant time and performance conditions
being satisfied, unless the Board
determines otherwise;
is terminated by the Company without
notice, all unexercised Performance Rights
will be forfeited (whether or not the
Performance Rights have vested); or
ceases employment in circumstances ofdeath or total and permanent disability,
the performance condition will be waived
and all unvested Performance Rights
will vest.
In determining whether a different
treatment should apply to that set out
above where Mr Smith is terminated by
the Company on notice, the Board will
have regard to factors including, but notlimited to, performance and the proportionof the Performance Period that has expiredat the time of cessation of employment.
The Board could determine, for example, that:
only some Performance Rights (whether
vested or unvested) will continue on footand become exercisable at the normal
testing date (subject to satisfaction of theperformance condition); or
some or all unvested Performance Rights
will lapse or be tested against theperformance condition on cessationof employment.

8

TREATMENT ON CHANGE OF CONTROLIn the event of takeover, scheme ofarrangement or other change of control
event occurring, the performance condition
applying to the Performance Rights will betested and the Performance Rights will vest
based on the extent the performance
condition is satisfied. No pro rata reduction
in vesting will occur based on the period oftime from the date of grant to the date of
the change of control event occurring, andvesting will only be determined by the extent
to which the performance condition is satisfied.
Any Performance Rights which vest basedon satisfaction of the performance condition
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.
Any Performance Rights which do not vest
will lapse with effect from the date of thechange of control event occurring, unlessthe Board determines otherwise.
OTHER INFORMATIONThe ASX Listing Rules require the following
additional information be provided
in relation to the proposed grant of
Performance Rights to Mr Smith.
Mr Smith is the only Director entitled toparticipate in the ANZ Share Option Plan.
No associate of any Director is entitled toparticipate.
At the time of preparation of this Notice, Mr
Smith holds 773,546 Performance Rights
under the ANZ Share Option Plan whichwere granted in accordance with his contract
and or shareholder approval given at the2007 and 2010 Annual General Meetings. Mr
Smith also holds 700,000 options under the
ANZ Share Option Plan which were granted
in accordance with shareholder approval
given at the 2008 Annual General Meeting.

There is no loan scheme in relation to theacquisition of the Performance Rights (orthe shares underlying them) as no payment
is required.
On vesting of the Performance Rights, shares
may be issued or acquired on market.
The Board retains discretion to reduce any
equity grant made to Mr Smith (including
reducing it to zero) if the Board considers
such an adjustment necessary to protect
the financial soundness of ANZ, to meet
unexpected or unknown regulatory
requirements or if the Board subsequently
considers that having regard to information
which has come to light after the grant ofequity, the grant was not justified.
The rules of the ANZ Share Option Planaddress the impact of rights issues andbonus issues on the Performance Rights.
A copy of the ANZ Share Option Plan rules
is available on request from the Company
Secretary.
Board Recommendation: The Board
considers that the granting of Performance
Rights is appropriate having regard to theneed to motivate Mr Smith as CEO, and isin the best interests of the Company andits shareholders, as the grant strengthens
the alignment of Mr Smith’s interests withshareholders, and the Performance Rights
provide a strong link between the reward
for Mr Smith’s performance and total
shareholder returns over the next three year
period. Accordingly, the Board recommends
that shareholders eligible to do so vote infavour of item 3.

ITEM 4 APPROVAL OF BUY-BACK SCHEMESRELATING TO THE PREFERENCE SHARESWHICH FORM PART OF THE UK STAPLEDSECURITIESINTRODUCTION

On 15 June 2007, the Company issued 9,000
non-cumulative mandatory convertible
stapled securities (UK Stapled Securities) at
an issue price of £50,000 each pursuant to aprospectus dated 12 June 2007 (Prospectus)
raising £450,000,000 in Tier 1 capital. Each
UK Stapled Security comprises two fully paid
securities – an interest paying unsecured
subordinated note with a principal amountof £50,000 issued by the Company throughits New York Branch (Note) and a preference
share with a liquidation preference of£50,000 issued by the Company (June2007 Sterling Preference Share), which
are stapled together and which may not be
traded separately. In certain circumstances(including where the June 2007 Sterling
Preference Shares are repaid as described
below), the Notes which form part of the UK
Stapled Securities will be unstapled from theJune 2007 Sterling Preference Shares andwill be automatically assigned for no further
consideration to the Company or its Assignee(Assignee), so that the investor holds only
the June 2007 Sterling Preference Share.
A summary of the UK Stapled Securities,
the June 2007 Sterling Preference Sharesand the Notes is set out in the Prospectus.
You can obtain a free copy of the Prospectusor the terms of issue of the June 2007
Sterling Preference Shares from the Company
by contacting ANZ Investor Relations on(61 3) 8654 7682.
WHY ARE WE SEEKING SHAREHOLDERAPPROVAL?

As part of the Company’s capitalmanagement strategy, the Board regularly
monitors and reviews the most cost efficientand effective forms of capital available. This
has led to the Board forming the view that
the Company should have the maximum
flexibility to buy back the June 2007 Sterling
Preference Shares at a future date without
the need to convene an extraordinary
general meeting of the Company.
The UK Stapled Securities will mandatorily
convert into ordinary shares of the Company
on the first conversion date on which theconversion conditions are satisfied. The first
conversion date is 15 June 2012. Each 5 year
anniversary of the immediately preceding

conversion date is also a conversion date(Conversion Date).
The conversion conditions will be satisfied if:on the 25th business day prior to theConversion Date, the Conversion Ratio asof that date is less than or equal to 90.91%
of the Maximum Conversion Ratio (First
Conversion Condition); andon the Conversion Date, the Conversion
Ratio as of that date is less than or equal
to the Maximum Conversion Ratio.
(The Conversion Ratio and Maximum
Conversion Ratio are each defined in theterms of issue of the June 2007 Sterling
Preference Shares).
However, the terms of the UK Stapled
Securities also provide that if the First
Conversion Condition has not been satisfied
and APRA’s prior written approval has beenobtained, the Company has the right to repay
the June 2007 Sterling Preference Shares on
a Conversion Date. Repayment can be wayof a redemption, a buy-back (other than anon market buy-back within the meaningof the Corporations Act) or a reductionof capital (or any combination of thosemethods of repayment).
Under the Corporations Act, ANZ needs toobtain shareholder approval to repay theJune 2007 Sterling Preference Shares if themethod of repayment is by way of buy-back.
Accordingly, the Board is seeking shareholder
approval for the buy-back schemes inrelation to the June 2007 Sterling Preference
Shares if a decision is made to do so and
APRA’s prior written approval is obtained.
The special resolution in relation to thebuy-back schemes operates as an alternative
to the Company’s other rights that theCompany may have under the terms of theJune 2007 Sterling Preference Shares. The
Company has taken no decision in relation
to any of those rights.
WILL ANY BUY-BACK OF THE JUNE 2007
STERLING PREFERENCE SHARES TAKE PLACE?

No decision has been made by the Board
whether to buy back the June 2007 Sterling
Preference Shares or when any suchbuy-back might occur.
The Board will only decide to undertakea buy-back of the June 2007 Sterling
Preference Shares if it considers it is in thebest interests of the Company. This may
depend, among other things, on the capital

position of the Company and its consolidated
group, conditions in domestic andinternational capital markets and changes in
the prudential regulation of the Company.
WHAT IS THE PURPOSE OF THESE
EXPLANATORY NOTES?

The purpose of these Explanatory Notes inrelation to item 4 is to state all information
known to the Company that is material tothe decision on how to vote on the special
resolution for the approval of the buy-backof the June 2007 Sterling Preference Shares.
The following additional information may
be material to the decision on how tovote on item 4. The buy-back schemes arealternatives and, if the Company makes thedecision to proceed, it will only proceed with
one of them.
(a) Summary of the first buy-back scheme
If the Company elects to redeem the June2007 Sterling Preference Shares by meansof a buy-back as contemplated by the termsof the June 2007 Sterling Preference Shares,
the terms of those shares provide for the
buy-back to be on terms that the Company
pays to the holders of them (Holders) anamount equal to £50,000 plus any accrued
and unpaid dividends on each June 2007
Sterling Preference Share for the then current
dividend payment period, if any, to the date
for redemption.
No further consideration is payable on
account of the Note component of a UK
Stapled Security.
The buy-back would be in relation to all 9,000of the June 2007 Sterling Preference Shareson issue.
(b) Summary of the second buy-back scheme
The terms of issue of the June 2007 Sterling
Preference Shares provide that the Company
may, no less than 30 business days andno more than 60 business days prior to a
Conversion Date, give a transfer notice tothe Holders which designates a third party
with a minimum long-term counterparty
credit rating from Standard & Poor’s and along-term senior issuer rating from Moody’s
of not less than AA- and Aa3 respectively(Nominated Party) to purchase the UK
Stapled Securities or, if the Notes have been
unstapled from the June 2007 Sterling
Preference Shares, the June 2007 Sterling
Preference Shares on the relevant
Conversion Date.

2011 ANNUAL GENERAL MEETING 9NOTICE OF MEETINGThe purchase price payable to Holders willbe £50,000 per UK Stapled Security or June2007 Sterling Preference Share (as the casemay be).
Following a transfer to a NominatedParty the Company may with APRA’s priorwritten approval offer to buy back the UK
Stapled Securities or the June 2007 Sterling
Preference Shares (as the case may be).
If the Company elects to buy back the June2007 Sterling Preference Shares from theNominated Party, the buy-back would be
subject to the following conditions:the buy-back price would be an amountper June 2007 Sterling Preference Sharenot exceeding £50,000 (plus the amountof any accrued but unpaid dividends forthe dividend period current at the datethe buy-back takes effect, but not counting
any fees and expenses that the Company
has agreed to pay to the NominatedParty); andthe buy-back would be effected within
12 calendar months of the date of the
Meeting.
No further consideration would be payable
on account of the Note component of a
UK Stapled Security.
The buy-back would be in relation to all
9,000 of the June 2007 Sterling Preference
Shares on issue.
(c) Interests of Directors
Each Director confirms that he or she does
not have a beneficial interest in any UK
Stapled Securities or the associated Notes
or June 2007 Sterling Preference Shares.
(d) The financial effect of the buy-backschemes on the Company
The buy-back of each June 2007 Sterling
Preference Share requires a payment by
the Company of £50,000 (plus accrued andunpaid dividends, and in the case of thesecond buy-back scheme, any fees andexpenses that the Company has agreed to
pay to the Nominated Party). The cost of
buying back all of the June 2007 Sterling
Preference Shares would not exceed

10£450,000,000 (plus any accrued and unpaid
dividends at that time, and in the case of
the second buy-back scheme, any fees andexpenses that the Company has agreed to
pay to the Nominated Party). The Company
will not buy back the June 2007 Sterling
Preference Shares if to do so would have amaterial adverse impact on the Company’s
financial or regulatory capital position or
would materially prejudice the Company’s
ability to pay its creditors.
(e) Source of funds for the buy-back schemes
The Company maintains significant cash
reserves and has other funding alternatives
that could be used to implement any buyback of the June 2007 Sterling Preference
Shares. The Directors of the Company would,
at the relevant time, consider the bestalternative or combination of alternatives
for funding any buy-back of the June 2007
Sterling Preference Shares.
Approval of the buy-back schemes will
give the Company additional flexibility indetermining the most cost efficient andeffective capital structure of the Company.
While a buy-back scheme would result ina reduced capital base for the Company,
the Company will not proceed with a buyback of the June 2007 Sterling Preference
Shares if to do so would have a material
adverse impact on the Company’s financial
or regulatory capital position or would
materially prejudice the Company’s ability to
pay its creditors. Furthermore, the Company
will only decide to undertake a buy-back of
the June 2007 Sterling Preference Shares if
it considers it is in the best interests of
the Company.
(f) Effect of buy-back schemes on thecontrol of the Company
Each June 2007 Sterling Preference Shareentitles a Holder to limited voting rights.
Holders are entitled to vote at a general
meeting of the Company, together withthe holders of ordinary shares (to the extent
such holders are entitled to vote), on thebasis of one vote for each June 2007 Sterling
Preference Share held (if a poll is conducted)

on a limited number of resolutions, including
on any proposal to wind up the Company or
any proposal to affect the rights attaching to
the June 2007 Sterling Preference Shares.
(However, Holders are subject to the voting
restrictions that apply in relation to item 4
as set out in this Notice of Meeting.) In thecircumstances that Holders are eligible tovote on a resolution, the total number ofvotes capable of being exercised by theHolders would be 9,000. The total numberof votes capable of being exercised by holdersof ordinary shares as at 28 September 2011
was 2,629,033,329. Given the limited
circumstances in which Holders can vote,and the nature of the June 2007 Sterling
Preference Shares, the Board considers
that any buy-back of the June 2007 Sterling
Preference Shares would have no effecton the control of the Company.
(g) The identity of the affectedshareholders
The UK Stapled Securities (and the June2007 Sterling Preference Shares) arecurrently held by a single nominee holder
for institutional investors predominantly
based outside of Australia.
Board Recommendation: The Board
considers that giving the Company theability to selectively buy back the June 2007
Sterling Preference Shares is in the interestsof the Company as it provides the Company
with greater flexibility to implement its
capital management strategy. On this basis,the Board recommends that shareholders
eligible to do so vote in favour of the special
resolution in item 4.

ITEM 5 APPROVAL OF SECURITIES ISSUEDINTRODUCTION

ASX Listing Rule 7.1 imposes a limit on
the number of equity securities (including
ordinary shares) that a company can issue or
agree to issue without shareholder approval.
Generally, a company may not, without
shareholder approval, issue in any 12 month
period, a number of equity securities which
is more than 15% of the number of fully paid
ordinary shares on issue 12 months before
the issue.
The number of equity securities that may
be issued by a company under ASX Listing
Rule 7.1 without shareholder approval is
not impacted by equity securities which
are issued under an exception contained in
ASX Listing Rule 7.2 or which have received
shareholder approval.
ASX Listing Rule 7.4 provides that an issue
by a company of equity securities madewithout shareholder approval under ASX
Listing Rule 7.1 is treated as having been
made with approval, if the issue did notbreach ASX Listing Rule 7.1 when made andthe company’s shareholders subsequently
approve it.
The Board has decided to seek shareholder
approval under ASX Listing Rule 7.4 inrespect of the Company’s issue of 13,400,000
Convertible Preference Shares (eachconvertible in certain circumstances into fully

paid ordinary shares of the Company)in September 2011 (CPS3).
CPS3 represent approximately 2.6% of theCompany’s fully paid ordinary shares on
issue as at 28 September 2011 (on the basisthat CPS3 are treated for the purpose of
ASX Listing Rule 7.1 as 68,577,277 fully paid
ordinary shares).
WHY ARE WE SEEKING SHAREHOLDERAPPROVAL?

The Company’s capital base is critical toits ability to manage its business. The
Company funds itself from various sources,
including deposits, borrowings in the debt
capital markets and equity capital. With therecent turmoil in global credit markets, it isimportant for the Company to have available
to it access to all forms of capital.
The approval of shareholders is being sought
to provide the Company with the maximum
flexibility to undertake equity raisings
without the need for further shareholder
approval. The requirement to obtainshareholder approval for an issue, at the timeof issue, could limit the Company’s ability
to take advantage of opportunities that
may arise to raise equity capital. It should
be noted that, notwithstanding an approvalby shareholders of the proposed resolution
relating to this item of business, any future
equity raisings will remain subject to the
15% limit set out in ASX Listing Rule 7.1.

No decision has been made by the Board
to undertake any further issue of equity
securities in the event that approval isreceived from shareholders in respect of item
5. The Board will only decide to issue further
equity securities if it considers it is in thebest interests of the Company to do so. This
may depend, among other things, on thecapital position of the Company, conditions
in domestic and international capital markets
and changes in the prudential regulation of
the Company.
DETAILS OF THE SECURITIES ISSUED FOR
WHICH APPROVAL IS BEING SOUGHT UNDER
THIS ITEM

The following information is provided inconnection with the approval under this itemsought from shareholders for the issue of
CPS3. The Company confirms that the issueof CPS3 at the relevant time did not breach
ASX Listing Rule 7.1.
Information about the CPS3 is set out below
with further details included in information
lodged with ASX and available at www.asx.
com.au. The funds resulting from the issueof CPS3 were, or will be, used for general
corporate purposes (unless otherwiseannounced).
Details of the securities issued for whichapproval is sought under this item, the issue
price and the allottees are set out below:

ALLOTTEESDATE OF ISSUENUMBER OF SECURITIESISSUE PRICEPER SECURITY

Subscribers for CPS3 under a prospectus
dated 31 August 2011, where each CPS3
is, subject to certain terms and conditions,convertible into approximately A$101.01
worth of ordinary shares (based on thevolume weighted average sale price of theCompany’s ordinary shares over the 20
trading days prior to the conversion date).

28 September 2011

13,400,000 CPS3 (treated as convertible
into 68,577,277 fully paid ordinary
shares (assuming one holder of CPS3)
based on a closing price for ordinary
shares of the Company of $19.74 on 28
September 2011 (being the CPS3 issuedate) and a conversion discount of 1%)

A$100

Board Recommendation: The Board considers that the approval of the issue of CPS3 described above is beneficial for the Company as itprovides the Company with the flexibility to issue up to the maximum number of equity securities permitted under ASX Listing Rule 7.1 inthe next 12 months (without further shareholder approval), should it be required. Accordingly, the Board recommends that shareholders
eligible to do so vote in favour of the special resolution in item 5.

2011 ANNUAL GENERAL MEETING 11

ITEM 6 ELECTION OF DIRECTORSMr Hay and Ms Watkins are retiring and offer
themselves for re-election. Mr Reeves is aformer ANZ employee and has nominatedhimself for election as a Director, although
his candidacy is not supported by the Board.
To be elected, a candidate needs to receive
more “for” votes than “against” votes. The Proxy
Form contains further information on voting.
The order of candidates on this Notice ofMeeting and on the Proxy Form has been
determined by ballot by the Company’s
Auditor.
Candidates for election and re-election
as Directors:

MR REEVES
Mr R.J. ReevesBEc, FCPA, DPM
Lives in Melbourne. Age: 61
Mr Reeves provided a statement for inclusionin this Notice of Meeting. After considerable
discussion between the Company and Mr
Reeves, some of the content of the statement
was deleted by the Company on the basis ofvarious legal considerations. The balance is
set out below. Mr Reeves disagrees with the
stance adopted by the Company.
Defamation and breach of contract were justtwo of the actions I raised against ANZ and,after a significant legal fight and prior to full
exposure in court, ANZ paid me what ANZ
termed a commercial settlement. Remember
this payment to me was from, as Shareholders,our funds.
The documents which I believe prove myallegations are publicly available. Key to myaction was an independent Whistleblower
Statement.
ANZ has said previously that it investigated thematters raised by me but in my view it was nota thorough investigation.
Since raising my concerns publicly in 2007, ANZ
have revamped their Code of Conduct and Values
including training. I believe it took the Opes
Prime debacle to finally force ANZ into action.
I believe ANZ’s reputation clearly suffered andthat ANZ’s past failures live long in the memoryof investors and customers.

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

With deep experience both in Australia and Asia
and working across different cultures, I know I
am very well placed to assist ANZ move forwardin the region.
I again offer my services to ANZ Shareholders to“strengthen accountability and governance”.
[ANZ Corporate Responsibility newsletter July2009]
I am a Fellow Certified Practicing Accountant.
My experience includes roles as Deputy
Secretary - Department of Treasury Victorian
State Government, and with Price Waterhouse
and BHP, and encompassed chairing theVictorian Government’s Treasury Department
Audit Committee and being a Member of theState Revenue Office’s Audit Committee. I have
lived and worked extensively in Asia during my
30 year plus financial markets professional
experience.
The information above is not endorsed by
the Company, and the Company assumes noresponsibility for it.
Board Recommendation: The Board does
not endorse the election of Mr Reeves asa Director.

MR HAY
Mr P. A. F. Hay
LLB (Melb), FAICD
Company Director
Independent Non-Executive Director,
appointed in November 2008.
Mr Hay chairs the Governance Committee
and is a member of the Audit Committee
and the Human Resources Committee. He
is Chairman of the Lazard Pty Ltd Advisory
Board, a Director of Alumina Limited,
Landcare Australia Limited, GUD Holdings
Limited, NBN Co Limited and Myer Holdings
Limited, and a member of the Takeovers
Panel. Mr Hay is a former Director of Pacifica
Group Limited and Lazard Pty Ltd, and aformer Chief Executive Officer of Freehills.
Lives in Melbourne. Age: 61
Mr Hay has a strong background in company
law and investment banking advisory work,with a particular expertise in relation tomergers and acquisitions. He has also hadsignificant involvement in advising

governments and government-owned
enterprises.
Board Recommendation: The Board(excluding Mr Hay because of his interest)
endorses the re-election of Mr Hay as a
Director.

MS WATKINS
Ms A. M. Watkins
BCom, FCA, F Fin, FAICD
Company Director and Executive
Independent Non-Executive Director,
appointed in November 2008.
Ms Watkins chairs the Human Resources
Committee and is a member of the Audit
Committee and the Governance Committee.
She is the Chief Executive Officer of GrainCorp
Limited and a member of The Nature
Conservancy Australian Advisory Board andthe Takeovers Panel. Ms Watkins is a former
Director of Woolworths Limited, Just Group
Limited and the AICD National Board andVictorian Council, and a former partner of
McKinsey & Company.
Lives in Melbourne. Age: 48
Ms Watkins is an experienced CEO andestablished director with a grounding in
finance and accounting. Her experience
includes retailing, agriculture, food
manufacturing and financial services,and covers small to medium companies
as well as large organisations. Ms Watkins
held senior executive roles with ANZ from1999 to 2002.
Board Recommendation: The Board(excluding Ms Watkins because of herinterest) endorses the re-election of
Ms Watkins as a Director.