ANZNOTICE OFMEETING
2013 ANNUAL GENERAL MEETINGTABLE OF CONTENTS

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

Location of the Annual General Meeting

02

ANZ Shareholder Centre Website

03

2013 Annual Report and 2013 Shareholder Review

03

Annual General Meeting Agenda

04

How the Annual General Meeting will be conducted04

Notice of 2013 Annual General Meeting05

Explanatory Notes

09

NOTICE OF MEETINGLOCATION OF THE
ANNUAL GENERAL MEETING
Wednesday, 18 December 2013 10:00am(Brisbane time)
Plaza Ballroom
Brisbane Convention & Exhibition Centre,
Corner Merivale and Glenelg Streets,
South Bank, Brisbane, Queensland

ALICE STREETBRISBANE RIVER

SOUTH
BRISBANESTATION

TRIBUNE STREETERNEST STREETBRISBANE CONVENTION& EXHIBITION CENTRE

LITTLE STANLEY STREETGLENELG STREET2MARGARET STREETMELBOURNE STREETPEEL STMERIVALE STREETQUTGARDENSPOINT
CAMPUSCAPTAIN COOK BRIDGE

VICTORIA BRIDGEGREY STREETCITY
BOTANICGARDENSPARLIAMENT
HOUSE

WILLIAM STREET
QUEEN
S WHA
RF

NORTH QUAYWILLIAMJOLLY
BRIDGEMARY STREETCHARLOTTE STREETELIZABETH STREETQUEEN STREET MALLADELAIDE STREETTURBOT STREETGEORGE STREETTHE BRISBANE CONVENTION& EXHIBITION CENTRE

ALBERT STREETThe Brisbane Convention &Exhibition Centre is located in theheart of Brisbane city, adjacent to
the Brisbane River.
The Centre is easily accessible bycar, train, bus, taxi and on foot.

TRANSPORT OPTIONSBY RIVER CAT
The City Cat terminal is located outside
the riverside restaurants on the Clem
Jones Promenade. City Cats run daily
from 5.30am-10.30pm.
BY TAXI
A dedicated taxi rank is located at themain entrance of the Centre on the
Cnr Merivale and Glenelg Streets. Taxis
are also accessible in other locations in
the South Bank precinct including the
2 hotels – Rydges and Mantra.

BY TRAIN
The closest train station is South
Brisbane; only a few minutes walkaway. A regular Air Train service
operates between Brisbane’sinternational and domestic airports.
Travelling time is approximately
25 minutes. Tickets are available fromthe Information Desk.

BY BUS
The Cultural Centre is the main hub
for most bus routes, only a few
minutes walk away adjacent to the
Queensland Performing Acts Centre.
A Free Loop downtown bus service
circles Brisbane’s Central BusinessDistrict only.

ANZ SHAREHOLDER CENTRE WEBSITE
CONNECTED2013 SHAREHOLDER REVIEW

Kate Camerlengo
Assistant Product Manager,
Business Growth,Unsecured Lending
Melbourne, Australia

Patrick Zhu
Project Manager,
China Rural Bank
Chongqing, China

2013 SHAREHOLDER REVIEW

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.

2013 ANNUAL REPORT AND
2013 SHAREHOLDER REVIEWThe Annual Report provides detailed financial data and information on the Group’s
performance as required to comply with applicable regulatory requirements. We also issue
a Shareholder Review which is a non-statutory document covering key performance areas,
financial information, remuneration details and corporate responsibility.
These documents are available at anz.com/annualreport 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.
2013 Annual General Meeting 3

NOTICE OF MEETINGANNUAL GENERAL MEETING AGENDA
Wednesday, 18 December 2013
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
CONDUCTED AT THE MEETING
The Annual General Meeting is an
important event and we encourage
shareholders to actively participate.
Important information about the
conduct of the Meeting is set
out below.

DISCUSSION AND ASKINGQUESTIONS
Discussion will take place on all theitems of business as set out on page 5.
The Explanatory Notes also provide
further information relating to theitems of business.
Shareholders will have theopportunity to ask questions at theAnnual General Meeting (including
an opportunity to ask questions of
the Auditor).

4

To ensure that as many shareholders
as possible have the opportunity to
speak, shareholders are requested toobserve the following guidelines:• please keep questions as brief aspossible and relevant to the matters
being discussed;• if a shareholder has more than one
question, please ask all questions at
the one time; and• 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 toattend the Meeting or who may preferto register questions in advance areinvited to do so.
A Questions from Shareholders form
has been included in the AGM mailingand is also available on the website.
We will attempt to address as many ofthe more frequently asked questions
as possible in the Chairman’s andChief Executive Officer’s presentations
to the Meeting.

A shareholder information stand will
be available in the area outside theMeeting room. In addition Directors
and senior executives will be available
after the Meeting.
Discussion will take place on each
item of business prior to shareholders
being asked to vote.

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 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.

NOTICE OF 2013 ANNUAL GENERAL MEETING
Notice is given that the 45th Annual General Meeting of Australia and New Zealand Banking
Group Limited will be held in the Plaza Ballroom at the Brisbane Convention & Exhibition Centre,
corner Merivale and Glenelg Streets, South Bank, Brisbane, Queensland on Wednesday,
18 December 2013 at 10:00am (Brisbane time).
BUSINESS
1. ANNUAL REPORTS
To consider the Annual Report,
Financial Report and the Reports of
the Directors and of the Auditor forthe year ended 30 September 2013.
2. 	ADOPTION OF THE
REMUNERATION REPORT
To adopt the Remuneration Report for
the year ended 30 September 2013.
The vote on this resolution isadvisory only.
3. 	GRANT OF PERFORMANCERIGHTS TO MR MICHAEL SMITH
To consider and, if thought fit, topass the following resolution as an
ordinary resolution:“That approval is given for theCompany to grant to the Company’s
Chief Executive Officer, Mr Michael
Smith, Performance Rights under the
ANZ Share Option Plan on the terms
set out in the Explanatory Notes tothis Notice of Meeting.”
4. 	APPROVAL OF BUY-BACK SCHEME
RELATING TO THE PREFERENCESHARES WHICH FORM PART OF
THE EURO TRUST SECURITIESTo consider and, if thought fit, to pass
the following resolution as a special
resolution:“That approval is given to the terms andconditions of the buy-back scheme
relating to the buy-back of

the “December 2004 Euro Preference
Shares” issued by the Company(Euro Preference Shares) which form
part of the €500,000,000 floating ratenon-cumulative trust securities issued
by ANZ Capital Trust III in December
2004 (Euro Trust Securities), as
described in the Explanatory Notes
to this Notice of Meeting.”
5.	APPROVAL OF BUY-BACKSCHEMES RELATING TO THE
ANZ CONVERTIBLE PREFERENCESHARES (CPS1)(a)	To consider and, if thought fit,
to pass the following resolution
as a special resolution:
		“That approval is given to theterms and conditions of the First
Buy-Back Scheme relating to thebuy-back of the “September 2008
CPS” issued by the Company in
September 2008, as describedin the Explanatory Notes to thisNotice of Meeting.”(b)	To consider and, if thought fit, topass the following resolution as a
special resolution:
		“That approval is given to theterms and conditions of theSecond Buy-Back Scheme relating
to the buy-back of the “September
2008 CPS” issued by the Company
in September 2008, as describedin the Explanatory Notes to thisNotice of Meeting.”

6.	APPROVAL OF SECURITIESISSUED (ANZ CAPITAL NOTES)
To consider and, if thought fit, to pass
the following resolution as an ordinary
resolution:“That for the purposes of ASX Listing
Rule 7.4, the issue of ANZ Capital
Notes by the Company, as more fully
described in the Explanatory Notes
which accompany this Notice ofMeeting, be approved.”
7. 	ELECTION OF BOARD-ENDORSEDCANDIDATES(a)	TO ELECT MR G. R. LIEBELTMr Liebelt, having been appointed
by the Board after the date of the2012 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
MR I. J. MACFARLANEMr Macfarlane is retiring and,being eligible, offers himself
for re-election as a Director.
8. 	ELECTION OF
NON‑BOARD‑ENDORSEDCANDIDATE – MR D.C. BARROWMr Barrow, being eligible, offers
himself for election as a Director.

2013 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 2001 (Cth)(Corporations Act) restricts KMP andtheir closely related parties from voting
on such resolutions. Closely related
party is defined in the Corporations Act
and includes a spouse, dependant andcertain other close family members, aswell as any companies controlled by amember 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 by or on behalf of:• directors and the other membersof 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 item by
any other members of the KMP (andtheir 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 votein accordance with a direction on theproxy form; or• by the Chairman of the Meeting as
proxy for a person entitled to voteand the Chairman has received
express authority to vote undirected
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 2.
VOTING RESTRICTIONS FOR ITEM 3(GRANT OF PERFORMANCE RIGHTS)
Item 3 is also a resolution connected
directly with the remuneration of amember of the KMP (Mr Smith).

6

In accordance with the Corporations
Act and the ASX Listing Rules, any
votes cast in any capacity (e.g. asa shareholder, proxy or corporate
representative) on the proposed
resolution in item 3 by Mr Smith andany other Director (except a Director
who is ineligible to participate in any
employee incentive scheme in relation
to the Company), and any of theirassociates, will be disregarded.
In addition, any votes cast as a proxy
on item 3 by other members of the
KMP and closely related partiesof members of the KMP will be
disregarded. However, the Company
will not disregard the vote as a resultof these restrictions if it is cast:• as proxy for a person entitled to votein accordance with a direction on theproxy form; or• by the Chairman of the Meeting as
proxy for a person entitled to voteand the Chairman has received
express authority to vote undirected
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 to appoint the
Chairman of the Meeting to votein favour of items 2 and/or 3, it isimportant that you complete thevoting directions in respect of those
items in Step 2 of the Proxy Form.
VOTING RESTRICTIONS FOR ITEM 4(EURO PREFERENCE SHARES)
Under the terms of the Euro Preference
Shares, The Bank of New York Mellon(BONY) (who is the registered holder ofthe Euro Preference Shares) does nothave a right to vote the Euro Preference
Shares on the buy-back scheme
referred to in item 4. The Corporations
Act also requires the Company todisregard any votes attaching to other
Company securities cast in favour ofitem 4 by BONY or any person who is
an associate of BONY. Although theCompany must disregard any of thesevotes, BONY and its associates can still
vote other Company securities against
the resolution.

The Company has obtained an
exemption from the Australian
Securities and Investments Commission(ASIC) which will be relevant for:• BONY (the Primary Nominee), tothe extent it holds other Company
securities as trustee for the benefitof third parties (Beneficial Holders);
and• nominees and custodians (eachan Associate Nominee) who:
• hold securities in the Company astrustee for the benefit of Beneficial
Holders; and• are associates of the PrimaryNominee.
This exemption means that the PrimaryNominee or an Associate Nominee, tothe extent that either of them holdother Company securities for the
benefit of a Beneficial Holder who inturn is not a holder of a Euro Preference
Share or an associate of a holder(Other Holdings), can exercise any
right they have to vote securities otherthan the Euro Preference Shares infavour of item 4. This applies where:• each Other Holding has a separate
Holder Identification Number orShareholder Reference Number; and• the particular Other Holding holds
only securities other than Euro
Preference Shares; and• the Primary Nominee or the
Associate Nominee provides written
confirmation to the Company that:(1) the Beneficial Holder has provided
written confirmation to the PrimaryNominee or Associate Nominee (asthe case may be) before the date of
the AGM that the Beneficial Holder
is not a holder of Euro Preference
Shares or an associate of such aperson; and (2) they have been
directed to vote in favour of theitem by the Beneficial Holder, andare not exercising any discretion in
casting the vote on behalf of the
Beneficial Holder.
Where the Primary Nominee or an
Associate Nominee completes andreturns the Proxy Form distributed by
the Company along with this Notice

of Meeting for an “Other Holding”,
with a direction for their proxy tovote in favour of item 4, the PrimaryNominee or Associate Nominee
will be taken to have provided
the Company with the written
confirmations described above,
unless the Company determines
otherwise.
VOTING RESTRICTIONS FOR ITEMS
5(a) AND 5(b) (CPS1)
Item 5(a) – First Buy-Back Scheme
The Corporations Act requires theCompany to disregard any votes castin favour of item 5(a) by any person
who holds “September 2008 CPS”
issued by the Company in September
2008 (CPS1) or is an associate of aperson who holds CPS1. Although
the Company must disregard any ofthese votes, holders of CPS1 (or theirassociates) can still vote against theresolution. This voting restriction
applies not only to the CPS1 held by
any of those persons but also to any
other securities held by those persons.
Item 5(b) – Second Buy-Back Scheme
Under the terms of CPS1, holders of
CPS1 do not have a right to vote on
the buy-back scheme contained in
the terms of those shares (which is the
buy-back scheme contemplated byitem 5(b)). Accordingly, holders of CPS1
cannot vote their CPS1 on item 5(b).
The Corporations Act also requires
the Company to disregard any votes
attaching to other Company securities
cast in favour of item 5(b) by any person
who holds CPS1 or is an associate of aperson who holds CPS1. Although theCompany must disregard any of thesevotes, CPS1 holders (or their associates)
can still vote other Company securities
against the resolution.
Exemption in relation to items
5(a) and 5(b)The Company has obtained an
exemption from ASIC in relation tovoting on the buy-back schemes
for the CPS1 which is relevant for
nominees and custodians who hold
CPS1 (a Nominee) and who also holdother Company securities as trustee forthe benefit of a third party (Underlying

Holder) who is not a holder of CPS1 oran associate of a holder (Other Holdings).
The exemption allows a Nominee tovote securities, other than CPS1, infavour of items 5(a) and 5(b) where:• each Other Holding has a separate
Holder Identification Number orShareholder Reference Number; and• the particular Other Holding holds
only securities other than CPS1; and• the Nominee provides written
confirmation to the Company that: (1)the Underlying Holder has provided
written confirmation to the Nominee
before the date of the AGM that theUnderlying Holder is not a holder of
CPS1 or an associate of such a person;and (2) they have been directed to votein favour of the item by the Underlying
Holder, and are not exercising any
discretion in casting the vote on
behalf of the Underlying Holder.
Nominees who complete and return
the Proxy Form distributed by theCompany along with this Notice ofMeeting for an “Other Holding”, witha direction for their proxy to votein favour of item 5(a) or 5(b), will betaken to have provided the Company
with the written confirmations
described above, unless the Company
determines otherwise.
VOTING RESTRICTIONS FOR ITEM 6(ANZ CAPITAL NOTES)The Company will disregard any votes
cast on item 6 by a shareholder who
participated in the issue of ANZ Capital
Notes or their 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 theMeeting as proxy for a shareholder
who is entitled to vote, in accordancewith a direction on the Proxy Form tovote as the proxy decides.
ASX has granted the Company awaiver from ASX Listing Rule 14.11.1
to the extent necessary to permit theCompany to count votes cast on item 6
by persons who are acting solely

in a fiduciary, nominee or custodial
capacity (Nominee Holders) on behalfof beneficiaries who did not participate
in the issue of ANZ Capital Notes. The
waiver is subject to the following
conditions:• the beneficiaries provide written
confirmation to the Nominee Holders
that they did not participate in theissue of ANZ Capital Notes, nor are
they an associate of a person who
participated in the issue of ANZ
Capital Notes; and• the beneficiaries direct the Nominee
Holders to vote for or against theresolution; and• the Nominee Holders do not exercise
discretion in casting a vote on behalfof the beneficiaries.
Nominee Holders who complete andreturn the Proxy Form distributedby the Company along with thisNotice of Meeting, with a direction
for their proxy to vote in favour oragainst item 6, will be taken to haveconfirmed to the Company that theconditions described above havebeen satisfied, unless the Company
determines otherwise.
ASSOCIATES
The voting restrictions for some of
the items of business described above
apply to “associates” of shareholders.
The applicable definitions of “associate”
are set out in the Corporations Act.
Shareholders who are “associates”
subject to the voting restrictions
and who intend to attend and casta 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) havequestions 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).

2013 Annual General Meeting 7

NOTICE OF MEETINGUNDIRECTED PROXIESThe Chairman of the Meeting intends
to vote undirected proxies (where hehas been appropriately authorised,having regard to the voting restrictions
above) in favour of each item ofbusiness, except for item 8 (theelection of Mr Barrow). On item 8,
the Chairman of the Meeting intends
to vote any undirected proxy against
Mr Barrow’s 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 holders of sharesat 7:00pm (Melbourne time) on
Monday, 16 December 2013.
Holders of the Company’s ordinary
shares may vote on all items ofbusiness, subject to the voting
restrictions described above foritems 2, 3, 4, 5(a), 5(b) and 6.
Holders of the Company’s preference
shares (including the Euro Preference
Shares and the CPS1) are entitled
to attend the Meeting and they areentitled to vote on items 4, 5(a) and5(b) subject to the voting restrictions
described above. These holders are
not entitled to vote on any other itemof business in their capacity as holdersof the Company’s preference shares.

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 bea shareholder. A person can appoint
an individual or a body corporate as aproxy. If a body corporate is appointed
as a proxy, it must ensure that it
appoints a corporate representativein accordance with section 250D of
the Corporations Act to exercise its
powers as proxy at the Meeting.

8

A shareholder who is entitled tocast 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 proxyappointments and any authorities
under which proxy appointments are
signed (or certified copies of thoseauthorities):
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 thoseauthorities) 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 byvisiting www.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 issigned by the shareholder’s attorney,
the authority under which theappointment is signed (or a certified
copy of the authority) must be
received by the Company at least
48 hours before the commencementof the Meeting.
For more information concerning
the appointment of proxies and theaddresses to which Proxy Forms may
be sent, please refer to the 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 acertified copy of it) must be received
by the Company at its registeredoffice or one of the addresses listed
above for the receipt of proxyappointments 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 aproxy, may appoint an individual
to act as its representative at the
Meeting. The appointment mustcomply with the requirements ofsection 250D of the Corporations
Act. The representative should
bring to the Meeting evidence of hisor 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
15 November 2013

EXPLANATORY NOTESITEM 1 ANNUAL REPORTS
A copy of the Company’s 2013 Annual
Report, including the Financial Report
and the Reports of the Directors
and of the Auditor for the year
ended 30 September 2013, can befound on the Company’s website atanz.com/annualreport
As a shareholder you may elect toreceive by mail, free of charge, theCompany’s 2013 Annual Report (which
includes detailed financial statements
and reports) or the 2013 Shareholder
Review (a non-statutory document
covering key performance areas,
financial information, remuneration
details and corporate responsibility).
If you would like a hard copy ofeither document, please contact
the Company’s Share Registrar,
Computershare.
The Company mails a copy of theAnnual Report or the Shareholder
Review as applicable (when they
are released each year) only tothose shareholders who havemade an election to receive them.
ITEM 2 ADOPTION OF THE
REMUNERATION REPORTAs required by the Corporations Act,
the Board presents 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 andamount of remuneration of theCompany’s Directors and mostsenior executives;• a description of the relationshipbetween the remuneration policy
and the Company’s performance;and• remuneration details for key
management personnel (including
the Directors of the Company) forthe period ended 30 September 2013.

The Remuneration Report, whichis part of the 2013 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.
Board Recommendation: The Board
considers that the remuneration
policies adopted by the Company areappropriately structured to provide
rewards that are commensurate with
the Company’s performance andcompetitive with the external market.
On this basis, the Board recommends
that shareholders eligible to do sovote in favour of item 2.
ITEM 3 GRANT OF PERFORMANCERIGHTS TO MR MICHAEL SMITH
The Company is seeking the approvalof shareholders for the proposed
grant of Performance Rights to theChief Executive Officer, Mr Michael
Smith, under the ANZ Share Option
Plan on the terms and conditions set
out below.
Grant of Performance Rights
At a glance:• LTI Grant of $3,150,000 and this willbe split into two equal tranches• Performance hurdle is Relative TSR
for each tranche• Tranche 1: ANZ Relative TSR against
select financial services comparatorgroup• Tranche 2: ANZ Relative TSR againstcompanies making up the S&P/ASX
50 Index• Performance is assessed at the endof year 3 (no re-testing)• Nil vesting below median, 50%
vesting at median and increasing
to 100% vesting at 75th percentileof relevant comparator groupIn more detail:A Performance Right is a right toacquire an ordinary fully paid sharein the Company at nil cost (i.e. nil
exercise price), subject to meetingthe performance condition. Upon

exercise, each Performance Right
entitles Mr Smith to one ordinary ANZ
share which will rank equally withshares 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 grantof the Performance Rights, nor on
their vesting and exercise.
Performance Rights granted underthe ANZ Share Option Plan do notcarry any dividend or voting rights
until they vest and are exercised.
If approval is obtained, it is theintention of the Board that the
Performance Rights will be granted
to Mr Smith on 18 December 2013
(but, in any event, not more than
12 months after the date of thisAnnual General Meeting).
Grant value and calculation of thenumber of Performance Rights tobe granted
It is proposed that Mr Smith be
granted Performance Rights with agrant value of $3,150,000. The actual
number of Performance Rights to be
granted is not known at this stage as
it will depend on the valuations at thedate of grant. However, the total valueof the Performance Rights allocatedwill not exceed the $3,150,000 grantvalue. The dollar value at grant may
also vary from the value at somefuture date, as it will depend on
the Total Shareholder Return (TSR)
performance of the Company relative
to each of two separate comparatorgroups and the share price at the time.
We are adopting a new approach
this year and the grant value will now
be split into two equal tranches of
Performance Rights (Tranche 1 andTranche 2). Vesting of Tranche 1 will
depend on the TSR performanceof the Company relative to a peergroup comprising a selection offinancial services companies detailed
below (the Tranche 1 Comparator
Group), and vesting of Tranche 2 will
depend on the TSR performance of
the Company relative to a new peer2013 Annual General Meeting 9

NOTICE OF MEETING

group comprising the companies
making up the S&P/ASX 50 Index as
at 22 November 2013 (the Tranche 2
Comparator Group). Each tranche
will be measured independently fromthe other.

National Australia Bank Limited,
Westpac Banking Corporation,
Suncorp-Metway Limited, Macquarie
Group Limited, AMP Limited, ASX
Limited, QBE Insurance Group Limited
and Insurance Australia Group Limited.

PricewaterhouseCoopers and Mercer
Finance & Risk Consulting will
independently value each tranche of
Performance Rights. The valuation
model takes into account a range offactors to determine the value of a
Performance Right, such as the life of
the Performance Right, the likelihoodof vesting, the current price of theunderlying shares, expected volatilityof the share price and the dividends
expected to be paid in relation to theshares. In accordance with AASB 2, themodel reflects both the performance
condition and the non-transferabilityof the Performance Rights (noting thatthe performance condition must be
met before the Performance Rights
vest and become exercisable). Thesevaluations are then reviewed by KPMG
and the highest acceptable value willthen be approved by the Board as
the allocation value.

The Tranche 2 Comparator Groupwill be the companies making up
the S&P/ASX 50 Index as at thecommencement of the performance
period (22 November 2013).

For example, the total grant value of$3,150,000 would be split into two
equal tranches of $1,575,000 each. If
the approved allocation value was, forexample, $13.60 for each Performance
Right allocated under Tranche 1 and$14.10 for each Performance Right
allocated under Tranche 2, the numberof Performance Rights that would beallocated is 115,808 under Tranche 1
and 111,702 under Tranche 2.
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 TSR hurdle which ranks
the TSR performance of the Company
with the TSR performance of two
comparator groups.
The Tranche 1 Comparator Groupwill be a select group of financial
services companies which includes
the Commonwealth Bank of Australia,
10

Broadly, TSR is the growth in shareprice, plus the value of the dividends
and distributions on the relevant
shares. The TSR is measured overa three year performance period
starting on 22 November 2013
and ending on the third anniversary
22 November 2016 (Performance
Period). The proportion of the
Performance Rights that will become
exercisable will depend upon a single
point of testing of the TSR achievedby the Company relative to the TSRsof each of the Comparator Groups at
the end of the Performance Period.
An average calculation will be used
for TSR over a 90 day period for startand end values in order to reduce theimpact of share price volatility.
The level of performance required
for each level of vesting, and thepercentage vesting associated witheach 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.
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 termination of
employment
If Mr Smith:• resigns, all unexercised Performance
Rights will lapse;• is terminated by the Company with
notice or ceases employment by
mutual agreement, all Performance
Rights which have vested or
which will vest during the notice
period will be retained andbecome exercisable; all remaining
Performance Rights will vest andbecome exercisable, subject to therelevant time and performance
condition being satisfied, unless theBoard determines otherwise;• is terminated by the Company
without notice, all unexercised
Performance Rights will lapse(whether or not the Performance
Rights have vested); or• ceases employment incircumstances of death or total
and permanent disability, theperformance 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 terminatedby the Company on notice, the Board
will have regard to factors including,but not limited to, performance andthe proportion of the Performance
Period that has expired at the timeof cessation of employment.

IF THE TSR OF THE COMPANY:

THE PERCENTAGE OF PERFORMANCE RIGHTS
WHICH WILL VEST IS:

Does not reach the 50th percentile of the
TSR of the relevant Comparator Group0%

Reaches or exceeds the 50th percentile of
the TSR of the relevant Comparator Groupbut does not reach 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 relevant Comparator Group

100%

The Board could determine, forexample, that:• only some Performance Rights(whether vested or unvested) willcontinue on foot and become
exercisable at the normal testingdate (subject to satisfaction of theperformance condition); or• some or all unvested Performance
Rights will lapse or be tested against
the performance condition on
cessation of employment; or• any portion of the award whichvests may be satisfied by a cash
equivalent payment rather thanshares.
Treatment on change of control
In the event of a takeover, schemeof arrangement or other changeof control event occurring, theperformance condition applying to
the Performance Rights will be tested
and the Performance Rights will vest
based on the extent the performance
condition is satisfied. No pro rata
reduction in vesting will occur basedon the period of time from the dateof grant to the date of the change ofcontrol event occurring, and vesting
will only be determined by the extent
to which the performance conditionis satisfied.
Any Performance Rights whichvest based on satisfaction of theperformance condition will vest
at a time (being no later than the
final date on which the change ofcontrol event will occur) determinedby the Board.
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
The ASX Listing Rules require thatthe following additional information
be provided in relation to the
proposed grant of Performance
Rights to Mr Smith.

Mr Smith is the only Director entitledto participate in the ANZ Share Option
Plan. No associate of any Director isentitled to participate.
At the time of preparation of thisNotice, Mr Smith holds 908,398
Performance Rights under the ANZ
Share Option Plan which were granted
in accordance with his contract andor shareholder approval given at the2010, 2011 and 2012 Annual General
Meetings. Mr Smith was granted
328,810 Performance Rights at nocost, as approved by shareholders
at the 2012 Annual General Meeting,which will be tested against theperformance hurdle at the end of thethree year performance period.
There is no loan scheme in relation
to the acquisition of the Performance
Rights (or the shares underlying them)as no payment is required.
On vesting of the Performance Rights,
shares may be issued or acquired onmarket, or the Board may determine
to settle in cash. 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 discretion to
reduce any equity grant made to
Mr Smith (including reducing it tozero) if the Board considers suchan adjustment necessary to protect
the financial soundness of ANZ, tomeet unexpected or unknown
regulatory requirements or if theBoard subsequently considers thathaving regard to information which
has come to light after the grant ofequity, the grant was not justified.
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 granting of
Performance Rights is appropriate
and is in the best interests of theCompany and its shareholders, as the
grant strengthens the alignment of
Mr Smith’s interests with shareholders,
and the Performance Rights provide
a strong link between the reward
for Mr Smith’s performance and total
shareholder returns over the next threeyear period. Accordingly, the Board
recommends that shareholders eligible
to do so vote in favour of item 3.
ITEM 4 APPROVAL OF BUY-BACKSCHEME RELATING TO THE
PREFERENCE SHARES WHICH
FORM PART OF THE EURO TRUSTSECURITIESThe purpose of item 4 is to provide
the Company with maximum
flexibility as to how it manages its
capital. In particular, it gives theCompany flexibility to repay the Euro
Trust Securities that were issued on
13 December 2004 if the Company
decided to repay those securities.
What are the Euro Trust Securities?
The Euro Trust Securities were offeredprimarily to European investors toraise regulatory capital. 500,000
securities were issued at a priceof €1,000 each, raising a total of€500,000,000. The amount raised has
been used for the Company’s general
corporate and capital management
purposes.
The Euro Trust Securities are ‘hybrid’
instruments that comprise an interest
paying unsecured note that is stapled
to a €1,000 preference share issued by
the Company (Euro Preference Share).
The Euro Trust Securities were issued
under an offering circular dated 9
December 2004 which summarises
those securities and the Euro
Preference Shares (Offering Circular).
You can obtain a free copy of theOffering Circular by contacting ANZ
Investor Relations on (61 3) 8654 5357.

2013 Annual General Meeting 11

NOTICE OF MEETING

Why are we seeking shareholder
approval?
As part of the Company’s capitalmanagement strategy, the Board
regularly monitors and reviews themost cost efficient and effective formsof capital available. The Board hasformed the view that the Company
should have the maximum flexibility
to repay the Euro Trust Securities at afuture time. One method of repaying
the Euro Trust Securities involves
buying back the Euro Preference
Shares that form part of the securities
under the buy-back scheme
contained in the terms of those sharesas set out in the Offering Circular.
Under the Corporations Act, any suchbuy-back needs the approval of theCompany’s shareholders.
Accordingly, the Company is seeking
this approval now so that it does notneed to convene an extraordinary
general meeting if it later decides torepay the Euro Trust Securities. There
are other methods that the Company
can use to repay the Euro Trust
Securities (and deal with the Euro
Preference Shares) that do not involvea buy-back, but the Board considers
it is important to have all options
available to the Company. Shareholder
approval of the buy-back at thisMeeting does not mean that the otheroptions will not be used if it is decided
to repay the Euro Trust Securities.
Any decision to repay the Euro Trust
Securities also needs APRA’s priorwritten approval.
Under the terms governing the Euro
Trust Securities, the Company can
repay the securities at any time onor after 15 December 2014 provided
certain conditions are met.
Will any buy-back of Euro Preference
Shares take place?
No decision has been made by the
Board whether to repay the Euro Trust
Securities and accordingly no decision
has been made whether to buy backthe Euro Preference Shares or when
any such buy-back might occur.
12

The Board will only decide to repay
the Euro Trust Securities and, if so,to do that by buying back the Euro
Preference Shares, if it considers it isin the best interests of the Company.
What is the purpose of these
Explanatory Notes?
These Explanatory Notes state all
information known to the Company
that is material to the decision on
how to vote on item 4.
(a) Summary of the buy-back scheme		Any buy-back of a Euro Preference
Share conducted under the buyback scheme contained in theterms of the shares must be for an
amount for each Euro Preference
Share equal to €1,000 (and any
additional dividend on account ofwithholding tax) plus, if the shares
have become dividend paying,
any accrued and unpaid dividends
on that share (Redemption Price).
		Depending on the terms of any
repayment of the Euro Trust
Securities, it is possible that any
buy-back would be in relation
to all or part of the 500,000 Euro
Preference Shares on issue.
(b) Interests of Directors
		No Director has an interest in any
Euro Trust Securities and therefore
no Director has an interest in aEuro Preference Share.
(c)	The financial effect of the buyback scheme on the Company
		The buy-back of each Euro
Preference Share requires apayment by the Company of
the Redemption Price. The
Australian dollar cost of paying
the aggregate Redemption
Price will reflect the prevailingforeign exchange rate on or
about the date of the buy-back.
Using the A$/€ exchange rate
at 30 September 2013, this isapproximately A$725 million plus
any accrued and unpaid dividends.
The actual amount in Australian
dollars will depend on the foreignexchange rate on or about		the date of the buy-back. The
Company will not buy back theEuro Preference Shares if it 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.
(d)	Source of funds for the buy-backscheme		The Company has significant
cash reserves and other funding
alternatives that could be used
to pay for the buy-back of theEuro Preference Shares. The
Directors would, at the relevanttime, consider the best alternative
or combination of alternatives forfunding any buy-back.
(e)	Effect of buy-back scheme on thecontrol of the Company
		Each Euro Preference Shareentitles the holder of that shareto limited voting rights. Given
these limited voting rights andthe nature of the Euro Preference
Shares and Euro Trust Securities,
the Board considers that any
buy-back of the Euro Preference
Shares would have no effect on
the control of the Company.
(f)	Identity of the affectedshareholders
		The Euro Trust Securities are
currently held by investors thatare predominately based outsideof Australia. The Euro Preference
Shares that form part of the Euro
Trust Securities are currently allheld by The Bank of New York
Mellon.
	Board Recommendation: The Board
considers that giving the Company
the ability to buy back the Euro
Preference Shares is in the interestsof the Company as it provides theCompany with greater flexibility to
implement its capital management
strategy. On this basis, the Board
recommends that shareholders
eligible to do so vote in favour ofitem 4.

ITEMS 5(a) AND 5(b) APPROVAL OF
BUY-BACK SCHEMES RELATING TO
THE ANZ CONVERTIBLE PREFERENCESHARES (CPS1)
The purpose of items 5(a) and 5(b) isalso to provide the Company withmaximum flexibility as to how it
manages its capital. In particular, it
gives the Company flexibility to
repay the CPS1 that were issued on
30 September 2008 if the Company
decided to repay those shares.
What are the CPS1?
The CPS1 were primarily offered toretail investors in Australia to raise
regulatory capital. 10,812,124 CPS1
were issued at an issue price of A$100
each, raising a total of A$1,081,212,400.
The amount raised has been used
for the Company’s general corporate
purposes.
The CPS1 were issued under aprospectus dated 4 September 2008
which summarises the CPS1 (CPS1
Prospectus). You can obtain a freecopy of the CPS1 Prospectus bycontacting ANZ Investor Relations
on (61 3) 8654 5357.
Why are we seeking shareholder
approval?
As with the Euro Trust Securities
referred to in item 4, the Board
considers that the Company should
also have the flexibility to repay the
CPS1 at a future time. One way to
repay the CPS1 is to buy back thoseshares and there are different typesof buy-back that could be used.
Under the Corporations Act, any
off-market buy-back of CPS1 needs
the approval of the Company’s
shareholders.
Approval is being sought now so that
the Company does not need to convene
an extraordinary general meeting
if it later decides to repay the CPS1.

Approval is being sought for two
categories of buy-back that could
be used:• a buy-back of the CPS1 outside of
the terms of the CPS1 but otherwisein accordance with the Corporations
Act (the First Buy-Back Scheme);
and• a buy-back of the CPS1 under the
buy-back scheme contained in theterms of the CPS1 and set out in the
CPS1 Prospectus (the Second BuyBack Scheme).
One or both of these buy-backs could
be used and implemented at different
times and could be for up to all of the
CPS1 then on issue. In addition, there
are other methods the Company can
use to repay the CPS1. If the Company
decides to repay the CPS1, shareholder
approval of the buy-back schemes
would not mean those other methods
will not be used either in place of, or
together with, the buy-back schemes.
Any decision to repay the CPS1 needs
APRA’s prior written approval.
Under the terms of the CPS1, if
not repaid earlier, the shares will
mandatorily convert into ordinary
shares of the Company on the first
conversion date on which certain
conversion conditions are satisfied.
The first conversion date is 16 June2014 and if the conversion conditions
are not met on this date, the CPS1 will
convert on the first dividend payment
date after 16 June 2014 on which theconversion conditions are satisfied(Conversion Date).
Will any buy-back of the CPS1
take place?
No decision has been made by the
Board whether to repay the CPS1 andaccordingly no decision has been
made whether to buy back the CPS1
or when any such buy-back might occur.
The Board will only decide to repay
the CPS1 and, if so, to do that using
any of the buy-back schemes
approved at this Meeting, if itconsiders it is in the best interestsof the Company.

What is the purpose of these
explanatory notes?
These Explanatory Notes state all
information known to the Company
that is material to the decision on
how to vote on items 5(a) and 5(b).
(a)	Summary of the First Buy-Back
Scheme		The Company may buy back all orpart of the CPS1 from time to timewith the agreement of the thenholder or holders (Holders) undera buy-back scheme conducted
outside the terms of the CPS1 at a
maximum price as set out below.
		 (i)	where the buy-back is not			 from a “Nominated Purchaser”
			 (as defined below)
			The Company would pay to
the Holders for each CPS1
an amount equal to:•  A$100; plus•  any accrued and unpaid
dividends on the share(Accrued Dividend); plus•  an amount (if any)
determined by the Company
representing its estimate of
the loss of the dividend thatwould have been received
on the CPS1 for the period
on and from the completionof the buy-back until the
expected next Conversion
Date (Additional Payment).
		 (ii)	where the buy-back is from			 a “Nominated Purchaser”
			The CPS1 terms enable
the Company in certain
circumstances to direct
Holders to transfer their CPS1
to a third party, so long as(among other conditions
specified in the CPS1 terms)
the third party meets specified
long term counterparty
credit rating benchmarks(Nominated Purchaser).
			2013 Annual General Meeting 13

NOTICE OF MEETING			
If this occurs, Holders will
be paid A$100 per CPS1 thatthey are required to transfer.
In addition, if the Board
determines in its absolute
discretion, the Company willpay Holders an amount equal
to any unpaid dividend for thecurrent period.
			
Following the transfer of
the CPS1 to the NominatedPurchaser, if agreed by APRA,
the Company may offer tobuy back the CPS1 from theNominated Purchaser. In thesecircumstances, the Company
would pay the NominatedPurchaser for each CPS1 an
amount equal to:			 •  A$100; plus			 •  any Accrued Dividend.
(b)	Summary of the Second
Buy-Back Scheme		If the Company decides to repay
the CPS1 under the buy-backscheme contained in the termsof these shares, the Company
must pay to the Holders for each
CPS1 an amount equal to:•  A$100; plus•  if the Board determines in its
absolute discretion, an amountequal to any unpaid dividend
for the current period.
(c) Interests of Directors
		No Director has an interest in
any CPS1, other than Mr Graeme
Liebelt who has an indirectinterest in 2,500 CPS1.
(d)	The financial effect of the buyback schemes on the Company
		 (i) First Buy-Back Scheme			Under the First Buy-Back
Scheme, the buy-back of each
CPS1 requires a payment by
the Company of A$100, plus
any Accrued Dividend and,
where the CPS1 are boughtback from Holders and notfrom the Nominated Purchaser,
any Additional Payment.
			14			In addition, where the CPS1
are bought back from theNominated Purchaser, theCompany will need to pay
any fees and expenses that
the Company has agreed to
pay the Nominated Purchaser(Fees).
			Accordingly, under the First
Buy-Back Scheme, the costof buying back all of the CPS1
would not exceed A$1,082
million plus:•  if the CPS1 are being boughtback from Holders andnot from the NominatedPurchaser, the amount of any
Accrued Dividend and any
Additional Payment; or•  if the CPS1 are being boughtback from the NominatedPurchaser, the amount of
any Accrued Dividend andany Fees.
		 (ii) Second Buy-Back Scheme			Under the Second Buy-Back
Scheme, the buy-back of each
CPS1 requires a payment by
the Company of A$100 (plus,
if the Board determines in its
absolute discretion, an amountequal to any unpaid dividend
for the current period).
			Under the Second Buy Back
Scheme, the cost of buying
back all of the CPS1 would
not exceed A$1,082 million
plus an amount equal to theunpaid dividends for thecurrent period (if the Board
determines to pay that amountto Holders).
		The Company will not buy
back the CPS1 if it would havea material adverse impact on
the Company’s financial or
regulatory capital position or
would materially prejudice theCompany’s ability to pay its
creditors.

(e) Source of funds for the		buy-back schemes		The Company has significant
cash reserves and other funding
alternatives that could be used
to pay for the buy-back of the
CPS1. The Directors would, at therelevant time, consider the bestalternative or combination ofalternatives for funding any
buy-back.
(f)	Effect of buy-back schemes on
the control of the Company
		Each CPS1 entitles a Holder tolimited voting rights. Given theselimited voting rights and thenature of the CPS1, the Board
considers that any buy-backwould have no effect on thecontrol of the Company.
(g)	Identity of the affectedshareholders
		As at 30 September 2013, there
were approximately 17,145
registered holders of CPS1. CPS1
are quoted on ASX and held by avariety of investors predominately
based in Australia.
Board Recommendation: The Board
considers that giving the Company
the ability to buy back the CPS1 isin the interests of the Company as itprovides the Company with greater
flexibility to implement its capitalmanagement strategy. On thisbasis, the Board recommends thatshareholders eligible to do so votein favour of items 5(a) and 5(b).

ITEM 6 APPROVAL OF SECURITIESISSUED (ANZ CAPITAL NOTES)
The purpose of item 6 is toretrospectively approve the issue ofthe ANZ Capital Notes that were issued
on 7 August 2013 for the purposesof the ASX Listing Rules that govern
limits on the number of shares andother securities that can be issued
without shareholder approval. The
approval would provide the Company
with the maximum flexibility to be able
to undertake any future equity raisings
before needing shareholder approval.
Introduction
The ANZ Capital Notes were offeredprimarily to retail investors in Australia
to raise regulatory capital. 11,200,000
notes were issued at a price of A$100
each, raising a total of A$1,120,000,000.
The amount raised has been used
for the Company’s general corporate
purposes.
ASX Listing Rule 7.1 imposes a limit on
the number of equity securities that
the Company can issue or agree toissue without shareholder approval –for these purposes, ‘equity securities’
includes ordinary shares and othersecurities like the ANZ Capital Notes.
The purpose of this rule is to protect
shareholders from dilution and it
effectively provides that, without
shareholder approval, the Company
cannot issue a number of equity
securities which is more than 15%of the number of ordinary shares on
issue 12 months before the issue.

Equity securities that are issued withshareholder approval or under otherexemptions in the ASX Listing Rules(e.g. under a dividend reinvestmentplan) do not dilute this 15% capacity.
In certain circumstances, ASX Listing
Rule 7.4 allows the Company to seek
retrospective approval for these
purposes rather than before thesecurities are issued.
The Board has decided to seek
shareholder approval under ASX
Listing Rule 7.4 in respect of theCompany’s issue of ANZ Capital
Notes for the reasons set out below.
Why are we seeking shareholder
approval?
The Company’s capital base iscritical to its ability to manage its
business. The Company funds itself
from various sources, including
deposits, borrowings in the debt
capital markets and equity capital. It
is important that the Company has
access to all available forms of capital.
The approval of shareholders is beingsought to provide the Company withthe maximum flexibility to undertake
equity raisings without the need forfurther shareholder approval. The
requirement to obtain shareholder
approval for an issue, at the timeof issue, could limit the Company’s
ability to take advantage ofopportunities that may arise to raise
equity capital. It should be noted thateven if shareholders approve item 6,

any future equity raisings will remainsubject to the 15% limit set out in ASX
Listing Rule 7.1.
It is important to note that the issueof the ANZ Capital Notes did not resultin the Company exceeding the 15%threshold.
No decision has been made by the
Board to undertake any further
issue of equity securities even if
shareholders approve item 6. The
Board will only decide to issue further
equity securities if it considers it is in
the best interests of the Company to
do so. This may depend, among otherthings, on the capital position of theCompany, conditions in domestic
and international capital markets andchanges in the prudential regulationof the Company.
Further details of the securities issued
for which approval is being sought
under this item
Further details of ANZ Capital Notes
are summarised below and otherrelevant information is lodged with
ASX from time to time at www.asx.
com.au. The ANZ Capital Notes were
issued on 7 August 2013 under aprospectus dated 10 July 2013 for a
price of $100 each. The prospectus
summarises the notes in more detailand includes the full terms of thenotes. You can obtain a free copy ofthe prospectus by contacting ANZ
Investor Relations on (61 3) 8654 5357.

SUBSCRIBERSCONVERSION FEATURE

NUMBER OF SECURITIESSubscribers for ANZ
Capital Notes under theprospectus referred toabove – the notes wereprimarily offered to retailinvestors in Australia

Each ANZ Capital Note is, subject tocertain terms and conditions, convertible
into approximately A$101.01 worth ofordinary shares (based on the volume
weighted average sale price (VWAP)
of the Company’s ordinary shares overgenerally the 20 trading days before theconversion date)

11,200,000 ANZ Capital Notes
For the purposes of the ASX Listing Rules, these are treatedas convertible into 38,796,747 fully paid ordinary shares of
the Company. This calculation is based on the terms of the
ANZ Capital Notes, the VWAP of the Company’s ordinary
shares over the 20 trading days before the date the notes
were issued and a waiver received from ASX at the time ofoffer of the notes

Board Recommendation: The Board considers that the approval of the issue of ANZ Capital Notes described above is in
the interests of the Company as it provides the Company with the flexibility to issue up to the maximum number of equity
securities permitted under ASX Listing Rule 7.1 in the next 12 months (without further shareholder approval), should it berequired. Accordingly, the Board recommends that shareholders eligible to do so vote in favour of item 6.
2013 Annual General Meeting 15

NOTICE OF MEETINGx

ITEM 7 ELECTION OF BOARDENDORSED CANDIDATESThe Board-endorsed candidates
standing for election and re-election
as Directors, and their details, are
set out below. Mr Liebelt, having
been appointed by the Board after
the date of the 2012 Annual General
Meeting, is retiring in accordancewith the Company’s Constitution
and offers himself for election.
Mr Macfarlane is retiring and offers
himself for re-election.
ITEM 7(a) TO ELECT MR G. R. LIEBELTMr Liebelt
Mr G.R. Liebelt
B Ec (Hons), FAICD, FTSE, FAIM
Independent Non-Executive Director,
appointed in July 2013.
Mr Liebelt is a member of the Risk
Committee, Human Resources
Committee and Technology
Committee. He is a director of Amcor
Limited, the Australian Foundation
Investment Company Ltd and Carey
Baptist Grammar School, and deputy
chairman of Melbourne Business
School and The Global Foundation.
Mr Liebelt is a former Managing
Director and CEO of Orica Limited
and former director of the BusinessCouncil of Australia.
Lives in Melbourne. Age: 59
Mr Liebelt has extensive international
experience and a strong record ofachievement as a senior executive
including in strategy development
and implementation. He brings to
the Board his experience of a 23 year
executive career (including a period
as Chief Executive Officer) with Orica
Limited, a global mining services
company with operations in morethan 50 countries.

ITEM 7(b) TO RE-ELECT
MR I. J. MACFARLANEMr Macfarlane, AC
Mr I. J. Macfarlane, AC
BEc (Hons), MEc, Hon DSc (Syd),
Hon DSc (UNSW), Hon DCom (Melb),
Hon DLitt (Macq), Hon LLD (Monash)
Independent Non-Executive Director,
appointed in February 2007.
Mr Macfarlane is Chairman of the
Risk Committee and a member of
the Governance Committee andAudit Committee. He is a director of
Woolworths Limited and the Lowy
Institute for International Policy,
and a member of the Council ofInternational Advisors to the China
Banking Regulatory Commission,
the International Advisory Boardof Goldman Sachs JB Were and theInternational Advisory Board of
CHAMP Private Equity. Mr Macfarlane
was the Governor of the Reserve Bank
of Australia between 1996 and 2006.
Lives in Sydney. Age: 67
During his 28 year career at the Reserve
Bank of Australia, Mr Macfarlane madea significant contribution to economic
policy in Australia and internationally.
He has a deep understanding offinancial markets as well as a long
involvement with Asia.
Board Recommendation: The Board(excluding Mr Macfarlane because of
his interest) endorses the re-electionof Mr Macfarlane as a Director.

Board Recommendation: The Board(excluding Mr Liebelt because of his
interest) endorses the election of
Mr Liebelt as a Director.

anz.com

16

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

ITEM 8 ELECTION OF NON-BOARDENDORSED CANDIDATE –MR D.C. BARROWMr Barrow has nominated himself forelection as a Director. His candidacy
is not endorsed by the Board.
The following statement provides
a brief description of Mr Barrow’squalifications and platform and has
been included at his request.
Mr Barrow
Mr D.C. Barrow
BCom (Hons), BA (Hons), BLitt, J.D., CPA
Lives in Melbourne.
Mr Barrow has a Bachelor of Commerce
honours degree in Accounting and
Finance from Melbourne University anda Juris Doctor degree in Law from RMIT
University. He is an Australian lawyer
and a Certified Practising Accountant
member of CPA Australia with over 10
years’ experience in accounting andauditing.
Mr Barrow is a director of Legal Redress
Pty Ltd. A Federal Court of Australia
proceeding he brought against ANZ
in 2010, seeking copies of ANZ productterms and conditions, was settledwith Mr Barrow receiving copies of the
product terms and conditions and witheach party bearing its own costs.
Mr Barrow owns one (1) ANZ share andis running on a single (1) issue platformthat he will represent the interestsof ANZ shareholders to see that theCompany makes fair reparations to
ANZ customers for any overcharging
of bank exception fees.
Board Recommendation: Afterconsidering Mr Barrow’s experienceand his single issue platform, theBoard does not endorse the electionof Mr Barrow as a Director.