2023

NOTICE OF ANNUAL
GENERAL MEETING
The ANZ 2023 Annual General Meeting(AGM or Meeting) of ANZ Group Holdings
Limited (Company or ANZ) will be held on
Thursday, 21st December 2023 commencing
at 9:00am (Brisbane Time) at the Brisbane
Convention & Exhibition Centre

CONTENTS
Time and location of the Annual General Meeting
ANZ Shareholder Centre Website
2023 Annual Report
Annual General Meeting Agenda
How Business will be conducted at the Meeting
Notice of 2023 Annual General Meeting
Explanatory Notes
Appendix

2
3
3
4
4
5
7
14

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ANZ 2023 Notice of Annual General Meeting

TIME AND LOCATION
OF THE ANNUAL GENERAL MEETING

Thursday, 21 December 2023
at 9:00am (Brisbane Time)

Brisbane Convention & Exhibition Centre,
Plaza Link Level, Plaza Ballroom,
Glenelg St, South Brisbane QLD 4101

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Car Park
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City CatMERU

BRISBANECONVENTION& EXHIBITIONCENTRE

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Musgrave
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PLAZA
AUDITORIUM

Lift

Lift

Plaza terrace(outdoors)

PLAZA
BALLROOM

Plaza
PLAZA
Ballroom TERRACE
Foyer
ROOM
Lift

Plaza Link Level
Internal layout

PLAZA
GALLERY3

BRISBANE CONVENTION& EXHIBITION CENTRE

The Brisbane Convention &Exhibition Centre (BCEC) has three
entrances. The Main Entrance on thecorner of Merivale & Glenelg Streets,
the Grey Street Entrance, and the
Exhibition Entrance at the cornerof Melbourne & Merivale Streets.
TRAVELLING BY
PUBLIC TRANSPORT
Getting to BCEC via public transport is easy
and efficient with bus, ferry and train options
available. More information about planning
your journey via public transport can befound on the TransLink website.

Train
South Brisbane Railway Station adjacentto the Convention Centre on Grey Street
or South Bank Railway Station are themost convenient stations to the BCEC.

Bus services
The Cultural Centre Station on Melbourne
Street and the South Bank Busway Station
cnr of Colchester and Tribune Streets areclosest to BCEC.

CityCat & ferries
The public transport ferries CityCats operate
everyday and stop at the South Bank River
Terminal on the Clem Jones Promenade.
The inner-city ferry travels between the CBD,
North Quay and Kangaroo Point, stoppingat South Bank Terminal 1 and 2 on the
Clem Jones Promenade.

Taxi
Taxi ranks are located outside the main
entrance to the Centre on Merivale Street
and a taxi drop off located at the Convention
Centre Grey Street entrance.

Car
There is undercover parking for up to 1500
vehicles. The car park has direct lift accessto the Centre’s multiple convention floors
and exhibition facilities. Car park 1 is best for
Merivale Street rooms, Car Park 2 & 3 are bestfor Exhibition Halls and Grey Street rooms
via Russell Street Walkway.

From Brisbane Airport
Both Brisbane domestic and international
airports are 30 min drive from the Centre.
The AirTrain connects South Brisbane station
to Brisbane’s international and domestic
airports with stops in the Brisbane CBD
and Fortitude Valley.
Tickets and a timetable for this service canbe found at the Information Desk or you
can pre-book on the AirTrain Website.

Brisbane Convention & Exhibition Centre

Important Dates

Tuesday, 19 December 2023
9:00am (Brisbane Time)
Latest time for receipt
of proxy appointments

Thursday, 21 December 2023
9:00am (Brisbane Time)
Annual General Meeting

Friday, 22 December 2023
2023 Final Dividend Payment Date

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

2023 Annual Report
The Annual Report provides detailed
financial data and information on ANZ’s
performance as required to comply withapplicable regulatory requirements.
We also issue an Annual Review which
is a non-statutory document covering
key performance areas, financial
information, remuneration details
and corporate responsibility.
These documents are available atanz.com/annualreport or by calling theShare Registrar on 1800 11 33 99 (within
Australia) or (+61 3) 9415 4010 (outside
Australia) to request a hard copy.

2023 Annual Reportanz.com/annualreport4

ANZ 2023 Notice of Annual General Meeting

ANNUAL GENERAL MEETINGAGENDA
Thursday, 21 December 2023

8:00am (Brisbane Time)
Registration opens
Please bring your proxy form with you
as it will assist with your registration.

8:15am (Brisbane Time)
Refreshments served

9:00am (Brisbane Time)
Annual General Meeting commences• Welcome to shareholders – Chairman• Chairman’s presentation• Chief Executive Officer’s presentation• Items of Business

Please join the Chairman,
Paul O’Sullivan, the Directors
and Senior Executives of
ANZ for refreshments after the
Annual General Meeting.
How business will be
conducted at the AGM
The AGM is an important event and
we encourage shareholders to actively
participate.
Shareholders should monitor the Company’s
website and ASX announcements where
updates will be provided if it becomes
necessary or appropriate to make alternative
arrangements for the holding or conductof the AGM.
Important information about the conductof the AGM is set out below.

Discussion and asking questions
Discussion will take place on all items ofbusiness that are put to the AGM – refer to“Business” and “Explanatory Notes” sections
for further information relating to the itemsof business.

Asking questions in person

Pre-submitting questions

Shareholders as a whole will have areasonable opportunity at the Meeting to
ask questions and make comments including
regarding the management of the Company
and the Remuneration Report as well as to
ask questions of the Company’s External
Auditor, KPMG.

Shareholders are encouraged to registerquestions in advance of the AGM.

Asking questions online
during the meeting
Shareholders who are unable to attend
the Meeting may ask a question online
via the online AGM platform. To ask aquestion via the online AGM platform,shareholders will need a computer or
smartphone/tablet device with internet
access and to visit https://meetnow.global/
ANZ2023. When logging onto the online
AGM platform on the morning of the AGM,
shareholders will need to provide details(including SRN or HIN) to be verified as ashareholder. For Proxyholders, a login will
be provided to you by Computershare.
More information about how to use theonline AGM platform to ask written questions
online during the AGM is available in theOnline Meeting Guide & Frequently Asked
Questions document, which has been lodged
with ASX and is available at anz.com/agm.

Moderation of questions
To ensure that as many shareholders as
possible have the opportunity to participate,shareholders are requested to observe thefollowing guidelines:• all shareholder questions should bestated clearly and should be relevantto the business of the AGM, including
questions arising from the Financial
Report, the Directors’ Report (including theRemuneration Report) and the Auditor’sReport, and general questions about theperformance, business and managementof the Company;• shareholders should not ask questions at
the AGM relating to any matters that are
personal to the shareholder or commercial
in confidence; and• questions or comments that include
defamatory or offensive language orconcepts will not be answered.

A “Questions from Shareholders Form”
will be made available on our Website
anz.com/agm. You can also submit anyquestions via the Proxy Voting Link
investorvote.com.au/login (Control
Nbr 132972).
We will attempt to address as many of themore frequently asked questions as possible
in the Chairman’s and Chief Executive Officer’s
presentations to the AGM. However, there
may not be sufficient time available at the
Meeting to address all of the questions raised.
Individual responses will not be sent toshareholders.
Written questions, including questions for
the External Auditor, must be received by
the Company by 4:00pm (Brisbane Time) on
14 December 2023, and can be submitted
online, by mail, or email as set out on the topof the Questions from Shareholders Form.
The External Auditor is not obliged toprovide written answers.

Webcast and photography
We have arranged for the AGM to be filmed
and broadcast via a webcast which can beviewed at anz.com/agm.
We have arranged for photographs to betaken at the AGM. If you attend the AGM,
you may be included in photographs or
the webcast recording.
For the safety and security of all thosepresent at the AGM, personal cameras
and recording devices are not permitted.
Shareholders can also watch an archived
recording of the webcast after the AGM
at anz.com/agm.

Voting options for the Meeting
Shareholders have the option to vote on
resolutions at the Meeting by:• appointing a proxy or attorney to voteon your behalf at the Meeting by 9:00am(Brisbane Time) on Tuesday, 19 December
2023; or• voting in person at the Meeting.
Shareholders will not be able to vote online
during the Meeting. Further information on
voting at the AGM is set out in the
Notice of AGM.

5

NOTICE OF 2023
ANNUAL GENERAL MEETING

Notice is given that the 2023
Annual General Meeting of theCompany will be held on Thursday,
21 December 2023 commencing
at 9:00am (Brisbane Time) at Brisbane
Convention & Exhibition Centre, Plaza
Link Level, Plaza Ballroom, Glenelg St,
South Brisbane QLD 4101.
Business
1. Annual reports
To receive and consider the Financial
Report and the Reports of the Directors
and of the Auditor for the year ended
30 September 2023.

2.	Election of Board
Endorsed candidate
To elect Ms H S Kramer
To consider, and if thought fit, to pass
the following resolution as an ordinary
resolution:“That Ms Holly Suzanna Kramer be elected
as a director of the Company”.
Ms Kramer was appointed by the Board
after the date of the 2022 Annual General
Meeting, retires in accordance with Rule3.2 of the Company’s Constitution and,being eligible, offers herself for election.

3.	Adoption of theRemuneration Report
To consider and, if thought fit, to pass
the following as an ordinary resolution:“That the Remuneration Report for thefinancial year ended 30 September 2023
be adopted.”
The vote on this resolution is advisory
only and does not bind the Company.
A Voting Restriction applies in respectof this resolution.

4.	Grant of restricted rights andperformance rights to Mr S C Elliott
To consider and, if thought fit, to pass thefollowing resolution as an ordinary
resolution:“That, for the purposes of Listing Rule 10.14,
sections 200B and 200E of the Corporations
Act 2001 (Cth) and for all other purposes,
approval is given for the Company to grantto the Company’s Chief Executive Officer(CEO) and Executive Director, Mr Shayne
Elliott, restricted rights and performancerights under the ANZ Share Option Plan on
the terms set out in, and to provide Mr Elliott
any or all of the benefits (including on
cessation of employment) described in, theExplanatory Notes to the Notice convening
this Meeting.”
A Voting Restriction applies in respectof this resolution.

Voting Restrictions
VOTING RESTRICTIONS FOR
ITEM 3 (ADOPTION OF THE
REMUNERATION REPORT)ANZ will disregard any votes cast on the
resolution in item 3:• by, or on behalf of, a member of ANZ’s Key
Management Personnel (KMP) named in
the Remuneration Report for the financial
year ended 30 September 2023 or theirclosely related parties (regardless of thecapacity in which the vote is cast); or• as a proxy by a person who is a memberof ANZ’s KMP at the date of the Meetingor their closely related parties,
unless the vote is cast as proxy for a person
entitled to vote on the resolution in item 3:• in accordance with the directions on the
Proxy Form; or• by the Chair of the Meeting pursuant toan express authorisation to exercise theproxy even though the resolution in item 3
relates to the remuneration of ANZ’s KMP.

VOTING RESTRICTIONS FOR
ITEM 4 (GRANT OF RESTRICTEDRIGHTS AND PERFORMANCERIGHTS TO MR S C ELLIOTT)
ANZ will disregard any votes cast on the
resolution in item 4:• by or on behalf of Mr Elliott, or any of his
associates, regardless of the capacity inwhich the vote is cast; or• as a proxy by a person who is a memberof ANZ’s KMP at the date of the AGM or
their closely related parties,
unless the vote is cast on the resolution
in item 4:• as proxy for a person entitled to voteon the resolution in accordance with adirection given to the proxy to vote on
the resolution in that way; or• by the Chair of the Meeting as proxy for a
person entitled to vote on the resolution,
pursuant to an express authorisation to
exercise the proxy as the chairman decides.

6

ANZ 2023 Notice of Annual General Meeting

Express authorisations ofChair of the Meeting
If you do not name a proxy in the Proxy Formor your named proxy does not register toattend the AGM, the Chair of the Meeting will
become your proxy by default. If your named
proxy registers to attend the AGM but does
not vote on a poll in accordance with yourinstructions on an Item, the Chair of the
Meeting will become your proxy for that Item.
In this case, the Chair of the Meeting must
vote your proxies in accordance with yourinstructions on the Item.
If you appoint the Chair of the Meeting as
your proxy, or the Chair of the Meeting is
appointed as your proxy by default, and you
do not mark a voting box for the resolutions
in Items 2, 3 or 4, then by submitting theproxy appointment you expressly authorise
the Chair of the Meeting to exercise the proxy
in respect of the relevant Item as they decide,even though the Item is connected with the
remuneration of one or more of theCompany’s KMP.

Undirected proxies
The Chair of the Meeting intends to voteundirected proxies (where appropriately
authorised, having regard to the Voting
Restrictions described previously) in favourof the resolutions in items 2, 3 and 4.

Associates
The Voting Restrictions for item 4 apply
to “associates” of Mr Elliott. The applicabledefinitions of “associate” are set out in the
Corporations Act and ASX Listing Rules.

Entitlement to attend and vote
The Board has determined that, for the
purposes of the AGM (including voting
at the Meeting) shareholders are those
persons who are the registered holders of
the Company’s shares at 6:00pm (BrisbaneTime) on Tuesday, 19 December 2023.
Holders of the Company’s ordinary shares
may vote on all items of business, subject tothe Voting Restrictions described previously.

Voting by proxy
A shareholder who is entitled to attend andcast a vote at the AGM may appoint a proxy.
A proxy need not be a shareholder.
A person can appoint an individual ora body corporate as a proxy. If a body
corporate is appointed as a proxy, it
must ensure that it appoints a corporate
representative in accordance with section
250D of the Corporations Act to exercise
its powers as proxy at the AGM.
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.
If the appointment does not specify the
proportion or number of votes each proxy
may exercise, each proxy may exercise halfof the shareholder’s votes.
Shareholders may lodge their Proxy Formin one of the following ways:• electronically by visiting
investorvote.com.au. For Intermediary
Online subscribers only (custodians), visit
intermediaryonline.com.
• by post at the following addresses

AUSTRALIAANZ Share Registrar
GPO Box 242,
Melbourne, Victoria 3001
Australia
ANZ Share Registrar
Yarra Falls, 452 Johnston Street
Abbotsford, Victoria 3067
Australia

UNITED KINGDOMANZ Share Registrar
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom

NEW ZEALAND

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 commencement of the AGM.
(i.e. before 9:00am (Brisbane Time) Tuesday,
19 December 2023).
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 their behalf. For an appointment
to be effective for the AGM, the instrument
effecting the appointment (or a certified
copy of it) must be received by the Company
at its registered office or one of the addresses
listed previously for the receipt of proxyappointments at least 48 hours before
the commencement of the AGM (that is,
before 9:00am (Brisbane Time) Tuesday,
19 December 2023).

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 AGM. The appointment
must comply with the requirements ofsection 250D of the Corporations Act.
Evidence of his or her appointment, including
any authority under which it is signed,
will need to be provided to the Company’s
Share Registrar prior to the AGM unless it
has been given previously to the Company.

Explanatory Notes
The Explanatory Notes that follow forms partof the Notice of Meeting, and is an important
document and should be read carefully by all
shareholders.
By Order of the Board

ANZ Share Registrar
Private Bag 92119
Auckland 1142
New Zealand• by fax to facsimile number 1800 783 447(within Australia) or (+61 3) 9473 2555
(outside Australia).

Simon Pordage
Company Secretary
Melbourne, 13 November 2023

7

EXPLANATORY
NOTES

Item 1 – Annual Reports

Item 2 To elect Ms H S Kramer

In accordance with section 317 of the
Corporations Act 2001 (Cth) (Corporations Act),
the Financial Report and the reports of the
Directors and the Auditor for the financial
year ended 30 September 2023 will be laid
before the Meeting.

Ms Holly Suzanna Kramer

A copy of the Company’s 2023 Annual
Report, including the Financial Report andthe Reports of the Directors and of the
Auditor for the year ended 30 September
2023, can be found on the Company’s
website at anz.com/annualreport.

BA (Hons), MBA
Independent Non-Executive Director,
appointed by the Board in August 2023.
Ms Kramer (Holly) is a member of theNomination and Board Operations
Committee and will become a memberof the Risk Committee, Human Resources
Committee and Ethics, Environment,
Social and Governance Committee,
effective 1 December 2023.

Shareholders are not required to vote on
this Item, but shareholders will be given a
reasonable opportunity as a whole to ask
questions and make comments on thesereports or about the management of ANZ.

If elected, Holly will become Chair of the
Human Resources Committee on Ilana
Atlas’ retirement at the conclusion of the2023 AGM.

ANZ’s auditor will also be present at the
Meeting. Shareholders as a whole will begiven a reasonable opportunity to ask theauditor questions about the conduct of theaudit, the preparation and content of the
Auditor’s Report, the accounting policies
adopted by ANZ in relation to the preparationof the Financial Statements, and the
independence of the auditor in relation
to the conduct of the audit.

Holly has extensive experience as a board
director, having served on a wide range ofmajor listed and unlisted boards in Australia
and New Zealand and having chaired
remuneration, sustainability and audit
and risk committees.

Item 2 – Election of Board
endorsed candidate

Holly brings a strong focus on people,
customers and culture, as well as extensive
experience in retail and digital channels.

Both Ilana Atlas and John Macfarlane will
retire at the conclusion of the 2023 AGM,
having served as independent Non-Executive
Directors on the Board since 2014.
The details of the Board endorsed candidatethat is standing for election as a Director of
the Company are set out below. Ms Kramer
offers herself for election in accordancewith Rule 3.2 of the Company’s Constitution.
More details on the Company’s governancearrangements pertaining to Directors canbe found in the 2023 Corporate GovernanceStatement at anz.com/annualreport.

CareerIn her executive career, Holly was Chief
Executive Officer of retailer Best & Less andserved in a range of senior customer facingroles at Telstra, Ford and Pacific Brands.

The Board considers that Holly is a valuableaddition to the Board in light of the particularskills, knowledge and experience that shebrings to the Board. The Board considers
that Holly’s extensive executive leadershipexperience, deep knowledge of retailmarkets, and her high competency instrategy, governance, risk management,enhanced customer outcomes, stakeholder
engagement and people and culture matters
support her election.
The Board considers Holly to be independent.
Relevant other directorships
Director: Woolworths Group Limited (from2016) and Fonterra Co-operative Group
Limited (from 2020).

Member: Board Advisory Group,
Bain & Company (from 2021).
Senior Advisor: Pollination (from 2023).
Pro Chancellor: Western Sydney University(from 2018).
Relevant former directorships heldin last three years include
Former Chair: Lendi Group (2020-2021).
Former Deputy Chair: Australia Post
(2015-2020).
Former Director: Abacus Group Holdings(2018-2022) and Endeavour Group Limited(2021-2023).
Board Recommendation: The Board (withMs Holly Kramer abstaining) recommends
that shareholders vote in favour of theelection of Ms Holly Suzanna Kramer.

Item 3 – adoption of theRemuneration Report
As required by the Corporations Act, theBoard presents the Remuneration Report for
the financial year ended 30 September 2023,
to shareholders for consideration andadoption by a non-binding vote. The
Remuneration Report contains:• information about Board policy for
determining the nature and amount of
remuneration of the Company’s Directors
and most senior executives;• a description of the relationship between
the remuneration policies, and theCompany’s performance; and• remuneration details for KMP (including
the Directors of the Company) for theperiod ended 30 September 2023.
The Remuneration Report, which is part ofthe 2023 Annual Report, can be found on the
Company’s website at anz.com/annualreport
or can be obtained by contacting theCompany’s Share Registrar, Computershare.
The vote on this Item is advisory only anddoes not bind the Directors or the Company.
Nevertheless, the Board will take into accountthe outcome of the vote when considering theCompany’s future remuneration arrangements.

8

ANZ 2023 Notice of Annual General Meeting

Board Recommendation: The Board considers
that the remuneration policies adopted by
the Company are appropriately structured toprovide rewards that are commensurate with
the Company’s performance and competitive
with the external market. On this basis, theBoard recommends that shareholders eligible
to do so vote in favour of the resolution
in item 3.

Item 4 – Grant of restricted
rights and performance rights
to Mr S C Elliott
The Company is asking shareholders toapprove the proposed grant of restricted rights
and performance rights to the Company’s
Chief Executive Officer (CEO) and Executive
Director, Mr Shayne Elliott, under the ANZ
Share Option Plan on the terms and conditions
set out below. The proposed grant is partof Mr Elliott’s 2024 variable remuneration.
Long Term Variable Remuneration (LTVR)
is structured to provide material weight tonon-financial measures in line with APRA’s
Prudential Standard CPS 511 Remuneration.
Accordingly, for the 2024 grant, Mr Elliott’s
LTVR will be delivered as:• 50% LTVR restricted rights – with a pre vest
assessment of non-financial measures; and• 50% LTVR performance rights – withforward looking Total Shareholder Return(TSR) performance hurdles where:– 75% will be measured against the TSR of
the Select Financial Services comparatorgroup; and– 25% will be measured against absolute
Compound Annual Growth Rate
(CAGR) TSR.

At a glance:• 2024 LTVR, delivered in the form of 50%
restricted rights and 50% performancerights, with a combined current face value
LTVR opportunity of A$3,375,000.
• 2024 LTVR will be deferred over four to six
years with a two-year exercise period post
the end of the relevant deferral period1.
• The restricted rights:– have been subject to a pre grant
assessment by the Board which
determined that the award should bemade at full value (i.e., no reduction); and– will be subject to a pre vest assessmentby the Board of non-financial measuresat the end of the performance period todetermine whether the restricted rights
should vest in full.

1. Deferral period = performance period + holding period.

• The performance rights:– 75% will be subject to a relative TSR
performance condition which compares
ANZ’s TSR performance against thecomparator group, with nil vesting
below median, 50% vesting at median(i.e., threshold), and increasing to 100%
vesting at the 75th percentile of thecomparator group;– 25% will be subject to an absolute CAGR
TSR performance condition whichmeasures ANZ’s absolute CAGR TSR
performance against a time weighted
Cost of Capital target over the four-year
performance period, with nil vesting
below the threshold target, 50% vestingat the threshold target, and increasing to
100% at the full vesting target (i.e., 150%of threshold target).
• The performance conditions for both
restricted rights and performance rights
are assessed at the end of the four-year
performance period (with no retesting).
The four-year performance period
commences on 1 October 2023 and ends
four years later on 30 September 2027.
• Holding periods apply at the end of the
four-year performance period (to the extent
the restricted rights and performancerights meet the relevant performance
conditions). The holding period commences
the day after the end of the four-year
performance period and finishes on the
4th, 5th or 6th anniversary of grant.
• The deferral period is the sum of the
four-year performance period and theapplicable holding period.

In more detail:
Each restricted right and each performanceright is a right to acquire an ordinary fully paid
share in the Company at nil cost (i.e., nil exercise
price), subject to meeting the applicable timeand performance conditions. To the extent
the performance conditions are met, therelevant number of restricted rights andperformance rights will be eligible to vest on
the fourth, fifth and sixth anniversary of grant(vesting dates) as described below. Upon
vesting the Board will determine whether tosettle the restricted rights and performancerights with ANZ shares or by payment of acash equivalent amount.

Mr Elliott’s entitlement to the restricted rights
and performance rights and to any shares/
cash equivalent payment will be subject to:• the Board’s on-going discretion to adjust
downward (including to zero) the numberof restricted rights and/or performancerights if the Board considers such a
reduction to be necessary or appropriate(see further below); and• the terms of the grant, including rules
concerning treatment on termination of
employment or on a change of control
referred to below.
Mr Elliott will not be entitled to trade, transfer
or otherwise deal in (including by entering
into any hedging arrangements in respect of )any restricted rights or performance rights, or
any entitlement to shares or cash equivalent
payment, prior to vesting.
If the Board determines to settle the restricted
rights and/or performance rights in shareseach restricted right/performance rightentitles Mr Elliott to one ANZ ordinary share
which will rank equally with shares in thesame class, subject to any adjustments inaccordance with the Listing Rules and therules of the Plan. Mr Elliott is not required to
pay any amount on grant of the restricted
rights and performance rights, nor on vesting.
The restricted rights and performance rights
form part of Mr Elliott’s ’at risk’ remuneration.
Restricted rights and performance rights
granted under the ANZ Share Option Plando not carry any voting rights prior to vesting.
A dividend equivalent payment (DEP) is paidin cash at the end of the relevant deferral
period, but is only made to the extent that allor part of the underlying rights actually vest.
Dividend equivalents accrue only on rightsthat meet the performance condition andactually vest, and accrue over the full deferral
period for restricted rights, and only during
the holding period for performance rights.
If approval is obtained, it is the intention of
the Board that the restricted rights andperformance rights will be granted to Mr
Elliott on 21 December 2023 (but, in any
event, not more than 12 months after thedate of this AGM).

9

Grant value and calculation of thenumber of restricted rights andperformance rights to be granted
The Board believes that the proposed grantof LTVR restricted rights and performancerights is an important part of Mr Elliott’s
remuneration as it reinforces the CEO’s focus
on achieving longer term strategic objectives,
driving outperformance relative to peers andcreating long term sustained value for all
stakeholders. The grant of restricted rights
and performance rights means that theactual value (if any) of shares Mr Elliott will
receive from this grant is not determineduntil the end of the four, five and six year
deferral periods and will depend on theextent to which the performance conditions
are achieved and the ANZ share price at thetime of exercising the rights.
Using a face value allocation methodology,
the number of restricted rights andperformance rights proposed to be granted
to Mr Elliott has been determined by firstly
dividing the face value of the grant (i.e.,
A$3,375,000) by two to determine therestricted rights award value and theperformance rights award value.
• The restricted rights award value (i.e.,$1,687,500) has then been split into
three tranches (33% ~4 year deferral,
33% ~5 year deferral and 34% ~6 year
deferral) and then divided by the Volume
Weighted Average Price (VWAP) of theCompany’s ordinary shares traded on the
ASX in the five trading days up to andincluding 1 October 2023, i.e., the start of
the four-year performance period – which
was $25.33. This has determined the actual
number of restricted rights for eachtranche of Restricted Rights, as follows:

Restricted
rights tranches

Actual number ofrestricted rights
proposed to beallocated to Mr Elliott

Tranche one:
~ 4 year deferral

21,984

Tranche two:
~ 5 year deferral

21,984

Tranche three:~ 6 year deferral

22,651

Total restricted rights

66,619• The performance rights award value (i.e., $1,687,500) has been split into two parts:– those rights subject to the relative TSR performance condition (75% / $1,265,625) and– those rights subject to the absolute CAGR TSR performance condition (25% / $421,875).
• Each part is then split into three tranches (33% ~4 year deferral, 33% ~5 year deferral and
34% ~6 year deferral) and then divided by the same five-day VWAP (as used to calculate thenumber of restricted rights) $25.33. This has determined the actual number of performancerights for each tranche, as follows:
Actual number of performance rights
proposed to be allocated to Mr Elliott

Performance rights relative TSR tranches

Tranche four: ~ 4 year deferral

16,488Tranche five: ~ 5 year deferral

16,488Tranche six: ~ 6 year deferral

16,988Sub total

49,964

Performance rights absolute CAGR TSR tranches

Tranche seven: ~ 4 year deferral

5,496

Tranche eight: ~ 5 year deferral

5,496

Tranche nine: ~ 6 year deferral

5,662

Sub total

16,654

Total performance rights

66,618Performance conditions
Restricted rights and performance rights will have a four-year performance period and a further
holding period – these periods combined are the total deferral period. The rights may vest after
expiry of the holding period, as follows:
Deferral period
TrancheFour-year performance
period~ 4 year deferral(1 Oct 23 – 20 Dec 27)~ 5 year deferral(1 Oct 23 – 20 Dec 28)~ 6 year deferral(1 Oct 23 – 20 Dec 29)

1 Oct 23 – 30 Sep 27

Holding period

Vesting date

1 Oct 27 – 20 Dec 27

21 Dec 27

1 Oct 27 – 20 Dec 28

21 Dec 28

1 Oct 27 – 20 Dec 29

21 Dec 29

10

ANZ 2023 Notice of Annual General Meeting

Restricted rights
Restricted rights will be subject to a pre vest
assessment to be conducted by the Board
after expiry of the four-year performance
period. The pre vest assessment will take into
consideration any adjustments applied forthe same event/outcomes in either thecurrent or prior years (i.e., adjustments to
Short Term Variable Remuneration (STVR)
and LTVR, malus and clawback), to ensure
the overall impact is fair and proportionate
to the severity of the outcome.
The restricted rights pre vest assessment
consists of a three-step process which
considers, over the four-year
performance period:
1. Prudential soundness;• Nil award if ANZ does not meet capitalratio and liquidity prudential minimums.
2. Risk measures;• Consideration of any Material Risk
Outcomes from executive actions
or inactions which is expected to/or
has resulted in significant impacts.
• Consideration of any significant
adverse change in APRA’s Active
Supervision level.
• Consideration of Risk Culture thatexamines whether or not ANZ has
maintained (or made progress towards)
a sound risk culture, considering both
executive actions or inactions.
3. Apply Board discretion.
• Board to determine whether any
reduction should be made to therestricted rights outcome based on
consideration of a range of factors,
including:– the outcomes from steps 1 and 2 above;– the impact, if any, of the issue/s on ANZ’sreputation/standing in the market;– whether the issue was specific to
ANZ, the banking industry or thebroader market;

The assessment is not intended to be
formulaic given the circumstances requiring
the application of Board discretion will
typically be different or unique, however a
Board decision making framework is in place
to guide the Board in applying discretion.

Performance rights – Relative TSR
75% of the performance rights will be
subject to a TSR hurdle which ranks the TSR
performance of the Company with the TSR
performance of the Select Financial Services
comparator group.
The Select Financial Services comparatorgroup includes the Bank of Queensland
Limited, Bendigo and Adelaide Bank Limited,
Commonwealth Bank of Australia Limited,
Macquarie Group Limited, National Australia
Bank Limited, Standard Chartered PLC,
Suncorp Group Limited and Westpac
Banking Corporation. The Board may vary
the comparator group from time to time if itconsiders it appropriate to do so, for example,
to take account of any constituent company
ceasing to be listed.
Broadly, TSR is the growth in share price, plus
the value of the dividends and distributions
on the relevant shares. The proportion of
performance rights that will become
exercisable will depend on the Company’s
TSR relative to the TSR of the constituent
companies in the comparator group at theend of the four-year performance period.
The level of performance required for eachlevel of vesting, and the percentage ofperformance rights that will become eligible
to vest at each level of performance, is set out
in the table below. The performance rights
lapse if the applicable performance condition
is not met. There is no re-testing.
If the TSR of thecompany comparedto the TSR of theconstituents of thecomparator group:

The percentage ofperformance rights
which will vest is:

Does not reach the50th percentile0%– any impacts already applied (e.g., redownward adjustment mechanisms,
pre grant assessment impact torestricted rights);

Reaches or exceeds
the 50th percentile

50%, plus 2% for
every one percentile
increase above the50th percentile– whether any impact should be madeon an individual or collective basis.

Reaches or exceeds
the 75th percentile

100%

Performance rights –Absolute CAGR TSR
25% of the performance rights will be subject
to an absolute CAGR TSR hurdle with targets
as outlined below.
ANZ has utilised an LTVR absolute CAGR TSR
performance metric since 2015. This is aninternal hurdle focused on ANZ achieving
or exceeding a threshold level of growththat is set by the Board at the start of theperformance period. The Board reviews andapproves the absolute CAGR TSR targets
for each performance rights award. When
determining the targets, the Board references
ANZ’s assessed Cost of Capital (CoC).
ANZ has updated its absolute CAGR TSR modelfor the 2024 award to reflect a dynamic (rather
than a static) target for CoC. The TSR hurdle
is now based on the time weighted CoC overthe four-year performance period. Therefore,
the CAGR TSR target will be adjusted on atime weighted basis unless the Board applies
discretion not to adjust.
Any CoC changes approved by the Board
throughout the performance period areprospective only (i.e., reflect current market
factors) and will form part of the dynamic
CAGR TSR target calculation. This approach
further strengthens executive and shareholderalignment as the target is more responsive tofuture changes in both the interest rate cycle
and ANZ’s risk profile. This only applies toawards from 2024 (no impact to prior awards).
The absolute CAGR TSR is measured over thesame four-year performance period and the
proportion of performance rights that will
become exercisable will depend upon the
Company’s absolute CAGR TSR at the end of
the four-year performance period comparedto the targets approved by the Board.

11

The level of performance required for eachlevel of vesting, and the percentage ofperformance rights that vest at each level of
performance, is based on the time weighted
CoC over the four-year performance period.
The Board will review and approve anychanges to the CoC on a quarterly basis
throughout the performance period, basedon the output from the Capital Asset Pricing
Model (CAPM) methodology (which takes
into consideration the risk-free bond rate, themarket risk premium and the beta – i.e., thevolatility of ANZ’s historical share price relative
to the market). The Board will also approve
the level of vesting (if any) at the end of
performance period based on the timeweighted CoC. The performance rights lapse
if the performance condition is not met.
There is no re-testing.
The Board retains discretion to adjust theabsolute CAGR TSR hurdle in exceptional
circumstances to ensure that Mr Elliott isneither advantaged nor disadvantaged bymatters outside management’s control thatmaterially affect achievement of the absolute
CAGR TSR performance condition.
If the absolute
Compound Annual
Growth Rate TSR of
the company:

Does not reach thethreshold

The percentage ofperformance rights
which will vest is:0%

Reaches the threshold 50%(currently 9.75%)
Exceeds the threshold
but does not reach thefull vesting level (i.e.,
150% of threshold)

Progressive pro-rata
vesting between
50% and 100% (on astraight line basis)

Reaches or exceeds
150% of threshold(currently 14.63%)

100%

Downward adjustment –Board discretion

Treatment on terminationof employment

The Board retains an on-going and absolute
discretion to:If:• apply further deferral or freeze the vestingof restricted rights and performance rights;• apply malus (an adjustment to reduce thevalue of part or all of the restricted rights
and performance rights before they havevested); and• apply clawback (the recovery of restricted
rights and performance rights which havealready vested).
This discretion may be exercised, for example,
where the Board considers this is necessary
to protect the financial soundness of ANZ or
to meet regulatory requirements, or there has
been a material failure of risk management
or controls within ANZ.
Accordingly, before the scheduled vesting of
any restricted rights and performance rights
the Board considers whether any further
deferral/freezing or malus should be applied,
and also considers whether clawback
should be applied during the applicableclawback period.

• Mr Elliott resigns prior to the vesting date
the restricted rights and performancerights will lapse;• Mr Elliott’s employment is terminated by
ANZ2 with notice, except as set out below
in relation to ’good leaver’ termination, allunvested restricted rights and performancerights as at the ’full notice termination
date’3 will lapse;• Mr Elliott’s employment is terminated by
ANZ for misconduct with notice, all unvested
restricted rights and performance rights
will lapse on cessation of employment. If
Mr Elliott’s employment is terminated by
ANZ for serious misconduct without notice,
all vested (but unexercised) and unvested
restricted rights and performance rights
will lapse on cessation of employment; or• Mr Elliott ceases employment incircumstances of death or total andpermanent disability, the performance
conditions will be waived and all unvested
restricted rights and performance rights
will vest on cessation.
In certain circumstances termination may
be classified by the Board as a ’good leaver’.
In such a case, unless the Board determines
otherwise, the restricted rights andperformance rights held by Mr Elliott
will remain on-foot and, where and to theextent the Board determines the applicable
performance condition is met, the relevant
number of restricted rights and performancerights will be eligible to vest on their applicablevesting date. On vesting, the Board may
determine to settle the relevant restricted
rights and/or performance rights with a cash
equivalent payment, rather than with shares.

Note, based on the CoC at the start of theperformance period, the CAGR TSR thresholdis 9.75% and the full vesting level is based ona CAGR TSR of 14.63%; however this may besubject to change based on the time weighted
CoC over the performance period unless theBoard exercises discretion to set it otherwise.

2. ‘ANZ’ means Australia and New Zealand Banking Group Limited, the employing entity. 3. ’Full notice termination date’ means the date of cessation of employment or, if later, the date on which
cessation of employment would have occurred but for any payment made in lieu of notice.

12

ANZ 2023 Notice of Annual General Meeting

Treatment on change of control

Other information

Where a change of control occurs, which
includes a person acquiring a relevantinterest in at least 50% of the Company’s
ordinary shares as a result of a takeoverbid, or other similar event, the applicable
performance conditions applying to therestricted rights and performance rights
will be tested and the restricted rights andperformance rights will become eligible tovest based on the extent the performance
conditions are satisfied. In such a case theperformance period will be taken to end
at a time (being no later than the final dateon which the change of control event will
occur) determined by the Board. No pro rata
reduction in vesting will occur, and vesting
will only be determined by the extent towhich the relevant performance conditions
are satisfied over the adjusted
performance period.

The proposed grant of restricted rights andperformance rights to Mr Elliott, a director of
the Company, falls within Listing Rule 10.14
and, therefore, requires the approval of theCompany’s shareholders under Listing Rule10.14. Mr Elliott is the only Director entitledto participate in the ANZ Share Option Plan.
No associate of any Director is entitledto participate.

Any restricted rights and/or performancerights which vest based on satisfaction of t
he performance conditions over the adjusted
performance period will vest at a time (being
no later than the final date on which thechange of control event will occur) determinedby the Board. If applicable law or APRA
requirements prevent vesting at this time,
the Board may determine a later time thatcomplies with applicable law or APRA
requirements and/or that any considerationthat is received must be deferred until the
expiry of that later time.
Any restricted rights and/or performancerights that remains unvested will lapse witheffect from the date of the change of control
event occurring, unless the Board determines
otherwise.

Item 4 therefore seeks the required
shareholder approval to the grant underand for the purposes of Listing Rule 10.14.
If the resolution in item 4 is passed, theCompany will be able to proceed with the
grant as described in these Explanatory Notes.
In the event that shareholders do not
approve the grant of restricted rights andperformance rights, the restricted rights andperformance rights would not be granted
and the Board would review the feedback
from shareholders to clearly understand why
the resolution was not supported. The Board
sees LTVR as a very important component of
Mr Elliott’s total remuneration package, andthe Board would look to review the structure(each of the elements) of the CEO’s total
remuneration package.

Shareholders are referred to the 2023
Remuneration Report published in the
Company’s 2023 Annual Report for further
details of Mr Elliott’s remuneration.
As CEO and a director of the Company, andas approved by shareholders at AGMs of theCompany, Mr Elliott has been granted a totalof 73,145 restricted rights and 1,090,584
performance rights under the ANZ Share
Option Plan, as part of his remuneration
as LTVR, as follows:

Grant date

Number of
restricted
rightsgranted15 Dec 22

73,145

Total

73,145To be confirmed
post vesting date

Grant date%vested%lapsed17 Dec 154

159,573

21.8%

78.2%

16 Dec 16

150,4820%100%

19 Dec 17

143,294

43.3%

56.7%

19 Dec 18

110,365

51.6%

48.4%

17 Dec 19

168,066

16 Dec 20

159,308• Fixed Remuneration (FR) of A$2,500,000(inclusive of superannuation) per annum;

16 Dec 21

126,353

15 Dec 22• Long Term Variable Remuneration (LTVR) of
up to 135% of FR (maximum opportunity).

%
lapsedNumber of
performancerightsgrantedMr Elliott’s current total remuneration
package is comprised of:• Short Term Variable Remuneration (STVR)
of up to 100% of FR (maximum
opportunity); and%vested

Total

To be
confirmed post
vesting dates

73,143
1,090,584

No amount was or is payable by Mr Elliott at
grant or on vesting for the above restricted
rights and/or performance rights.
There is no loan scheme in relation to therestricted rights and/or performance rights(or the shares underlying them).
For the settlement of the restricted rights andperformance rights on vesting, shares may be
issued or acquired on market, or the Board
may determine to settle the restricted rights
and/or performance rights with a cash
equivalent amount.

4. Grant approved by shareholders at the 2015 AGM in anticipation of Mr Elliott’s appointment as a director and CEO becoming effective on 1 January 2016.

13

Details of any securities issued under the
ANZ Share Option Plan will be published in
the Company’s Annual Report relating to theperiod in which they were issued, along witha statement that approval for the issue wasobtained under Listing Rule 10.14. Any
additional persons covered by Listing Rule10.14 who become entitled to participate
in an issue of securities under the ANZ Share
Option Plan after the resolution on item 4
is approved and who are not named in thisNotice of Meeting will not participate until
approval is obtained under that Listing Rule.
Under section 200B of the Corporations Act,a company may only give a person a benefit
in connection with their ceasing to hold amanagerial or executive office in thecompany or a related body corporate if it
is approvedby shareholders under section 200E or an
exemption applies. Mr Elliott holds such an
office. The term ’benefit’ has a wide operationand could include the early vesting of therestricted rights and/or performance rights
as contemplated above or otherwise underthe ANZ Share Option Plan.
Accordingly, shareholder approval is alsosought for the purpose of section 200E of the
Corporations Act to allow vesting of restricted
rights and performance rights and settlementof them with shares or a cash equivalent
payment upon Mr Elliott ceasing
employment (as summarised under“Treatment on termination of employment”
above), including where to do so would
involve the giving of a ’benefit’ to Mr Elliott inconnection with him ceasing to hold amanagerial or executive office. The approval
is sought in relation to
the restricted rights and performance rights
proposed to be granted to Mr Elliott underitem 4 in this Notice of Meeting.

If shareholder approval is obtained, the valueof the approved termination benefits in thisresolution will be disregarded whencalculating Mr Elliott’s termination benefits
cap for the purpose of subsection 200F(2)(b)or subsection 200G(1)(c) of the
Corporations Act.
The value of any benefit relating to therestricted rights and performance rights
given in connection with Mr Elliott ceasing
to hold managerial or executive office cannot
presently be ascertained. However, matters,
events and circumstances that will, or are
likely to, affect the calculation of thatvalue are:• the number of restricted rights andperformance rights held by Mr Elliott
prior to cessation of employment;• the circumstances of or reasons for
Mr Elliott’s cessation of employment(see ’Treatment on termination of
employment’ above);• the result of any pro rating on cessationof employment;• any other factors that the Board
determines to be relevant when
exercising its discretions;• whether performance hurdles are waivedor (if not waived) met, and the numberof restricted rights and performancerights that vest (which could be all of
the restricted rights and performancerights held by Mr Elliott);• whether the restricted rights and/or
performance rights are settled in ANZshares or by payment of a cash equivalentamount; and• the market price of ANZ shares on ASX on
the date shares are provided to Mr Elliott
upon vesting of the restricted rights andperformance rights or, if the Board decides
to settle the restricted rights and/or
performance rights by payment of a cash
equivalent amount, in the five trading days
up to (and including) the date of vesting.

Under the rules of the ANZ Share Option Plan,
the Board has discretion to adjust the rules of
the Plan and awards granted under it. If theCompany makes a bonus issue, or rights
issue, or undertakes a re-organisation, thenumber of restricted rights and performancerights granted to Mr Elliott or their terms may
be adjusted under the Plan as required by the
Listing Rule or to address any material
advantage or disadvantage that may occur(subject to any appliable ASX Listing Rulerequirements). Any such adjustments would
be explained in the Company’s next Annual
Report issued following the adjustment.
Board Recommendation: The Board considers
that the proposed granting of restricted
rights and performance rights on the terms
above is appropriate and is in the bestinterests of the Company and its
shareholders, as the grant strengthens thealignment of Mr Elliott’s interests withshareholders, and the performance rights
provide a strong link between the reward for
Mr Elliott’s performance and total shareholder
returns over the next four to six year period.
The Board also considers that obtaining
shareholder approval to allow restricted
rights and performance rights to vest upon
Mr Elliott ceasing employment in accordancewith the Conditions of Grant, as describedabove, is appropriate and in the best interestsof the Company and its shareholders. It will
provide the Company with the ability toensure its ongoing compliance with section
200B of the Corporations Act and with theConditions of Grant for the restricted rights
and performance rights.
Accordingly, the Board (with Mr Elliottabstaining) recommends that shareholders
eligible to do so vote in favour of theresolution in item 4.

14

ANZ 2023 Notice of Annual General Meeting

APPENDIX
A group of shareholders (holding approximately 0.01% of the Company’s ordinary shareson issue) understood by the Company to be associated with the group “Market Forces”
have requested pursuant to section 249P of the Corporations Act 2001 that the statement
set out in this Appendix to the Notice of AGM be provided to the Company’s shareholders.
Details of ANZ’s material climate-related financial risks, as well as details of how ANZ manages those risks are available in the Company’s 2023
ESG Supplement and 2023 Climate-related Financial Disclosures report, both of which will be released to ASX and be made available on our
website at anz.com/annualreport on 13 November 2023.
The Company is legally required to circulate the statement to shareholders. However, the Board and Company do not endorse, and are notresponsible for, the contents of the statement.

RESPONSE TO MARKET FORCESSTATEMENT PURSUANT TOSECTION 249P OF THE
CORPORATIONS ACT
ANZ’s ambition is to be the leading Australia
and New Zealand-based bank in supporting
customers to transition to net zero by 2050.
Naturally, the strategies engaged by ANZ in
pursuit of this ambition, and in the managementof climate-related financial risk, are determined
by ANZ independently, and will not in all
instances mirror those of other Australianfinancial institutions (FIs). Some other FIs are,for example, principally retail and small business
lenders. Their customers pose different
challenges which need appropriately
different responses.
The transition to net zero will create significant
employment and lending opportunities.
However, the social costs of a net zero transition
could be significant for workers in regions
currently dependent on fossil fuels for
employment and we expect customers to
avoid or manage these potential adverse
human rights impacts and social costs.
As the first Australian Bank to join the Net
Zero Banking Alliance (NZBA), a key pillar of
ANZ’s net zero strategy is implementing our
NZBA commitment by transitioning ourlending portfolio in line with the goal of net
zero greenhouse gas emissions by 2050. The
sector targets ANZ has adopted in line with
the NZBA commitment will help steer themost carbon-intensive parts of our portfolio,
including fossil fuels lending, towards thisgoal. For example, ANZ has adopted a targetof reducing absolute financed emissions in theoil and gas sector by 26 per cent by FY2030
when compared to FY2020 financed emissions,and is currently ‘on track’ with that target. Our
2023 Climate-Related Financial Disclosures(Climate Report) provide a detailed andtransparent update on our progress against

existing sector targets, and also provides
details of our four new sector targets.
ANZ’s overall exposure to the upstream oil
and gas sector is also trending down. It isnow 29% lower than it was in FY2020, andwe are now targeting a 40% reduction
against a FY2020 baseline by FY2025.
ANZ’s approach to engaging with its highest
emitting business customers is consistent
with our previous achievements. As outlined
in our Climate Report, ANZ is entering into a
new phase of its Large Emitters Engagement
Program (LEEP), which will involve enhanced
expectations and focused engagement, andthe expansion of customers covered by LEEP.
From FY24 we will be applying an enhanced
transition plan assessment framework andwill communicate to these customers our
expectation that they obtain third-party
assurance of their emissions performanceand targets. By the end of FY2025, we expect
both new and existing upstream oil and gas
customers to publish a transition plan whichmeets the threshold of ‘well developed’ under
ANZ’s transition plan assessment framework,
which is discussed in more detail in our Climate
Report. We already require the provision ofcustomer transition plans which we evaluate
before considering any new materialtransactions (as defined in our Climate
Report) in the oil and gas sector.
Our LEEP program, which will see us
engaging with our 100 largest emitting
business customers, also extends to themetallurgical coal sector. When selecting
customers for engagement through LEEP,
we have regard to the scope 1, 2 and 3
emissions of coal mining customers,
including metallurgical coal miners. Our
exposures to thermal coal mining have
reduced by ~85% since 2015 when we firststarted engaging with our thermal coalcustomers and now comprises ~0.02% of
ANZ’s exposure at default. We have set a newtarget to reduce absolute financed emissions
from our lending directly to thermal coal by
100% by 2030, which complements ourexisting approach to reduce our exposures
to that sector.
Reducing portfolio emissions in line with
the NZBA and engaging with high emittingclients not only assists us to meet our climate
commitments, it assists us to manage our
exposure to climate-related financial risk inline with our regulatory obligations. More
broadly, ANZ also implements a range ofmeasures to proactively manage climaterelated financial risks. As outlined in our
Climate Report, climate-related financial risks– including transition risk in carbon-intensive
sectors – are managed through our Risk
Management Framework, as well as throughlending tools and processes, including our
Climate Change Risk Assessment process.
Although climate change is already managed
substantively through our Risk Management
Framework, on 9 November 2023, ANZ’s Board
Risk Committee approved the elevation ofclimate as one of our most material risks in
its Risk Management Framework.

STATEMENT PURSUANTTO SECTION 249P OF THE
CORPORATIONS ACT

ANZ failing to demonstrateadequate management of material
climate-related financial risks
Despite committing to the 1.5°C target of
the Paris Agreement and net zero global
emissions by 2050, ANZ continues to financefossil fuel expansion, undermining thesegoals and exposing our company toincreased climate-related financial, legal,
regulatory, and reputational risks.

15

Inadequate consideration of risk

Policy gaps

It appears, from ANZ’s 2022 annual report,that ANZ has failed to address climate change
as a material risk within its risk management
strategy,1 an approach that is inconsistent
with its peers.2 Australian laws require that
ANZ properly manages material risk.3 We areconcerned with ANZ’s management of thephysical and transition risks associated withclimate change.

ANZ is the only ‘big four’ Australian bankthat has no policy to restrict project financeto new oil and gas fields. It has also failed
to restrict project finance for new or
expanded metallurgical coal mines, andcritical infrastructure required to unlock
new fossil fuel supply, such as pipelinesand LNG terminals.

Financing fossil fuel expansion
ANZ has loaned $11.1 billion to fossil
fuel expansion since the Paris Agreement,
significantly more than any of its major
Australian banking peers. ANZ loaned$1.5 billion to fossil fuel expansion in 2022
alone, the most of the big four Australianbanks and over seven times more thanCommonwealth Bank.4
The Intergovernmental Panel on Climate
Change (IPCC) has concluded that limiting
global warming to 1.5°C leaves no room for
new or expanded fossil fuel developments.5
The UN - convened Net-Zero Banking Alliance(NZBA), of which ANZ is a member, has
categorically stated it “does not support
the financing of fossil fuel expansion”.6
ANZ claims it is focused on “aligning our lending
decisions to the Paris Agreement goals” and“factoring climate change risk into lending
decisions for large business customers”.7 Yet in
the last two years ANZ has loaned a combined
A$686 million to Woodside, Santos, Global
Infrastructure Partners,8 and JERA9 – companies
that are pursuing massive oil and gas
expansion plans.
ANZ’s financing continues to facilitate fossil
fuel expansion incompatible with global
climate goals. The bank must disclose acredible and comprehensive plan to assess
all fossil fuel customers for alignment witha 1.5°C pathway to address the glaring
inconsistency between its climate
commitments and its financing activities.

Based on ANZ’s current disclosures, the bankwill not require fossil fuel companies10 to havecredible transition plans aligned with the
1.5°C goal of the Paris Agreement to continue
providing new finance11 to those companies.
ANZ has only disclosed an ‘expectation’ that
customers in the ‘energy sector’ have a climatechange transition plan in place prior to 2025.12
ANZ says it will not onboard energy customers
without such plans, and ‘reduce exposure’ toits largest emitting business customers who
have not improved their transition plansby 2025,13 a commitment that falls wellshort of peers.
While Commonwealth Bank,14 NAB,15 andWestpac16 have committed to not provide
certain types of new finance for certain fossil
fuel companies without transition plans, ANZ
only has a vague commitment to reduce
exposure. ANZ’s ‘expectation’ also fails to
include critical fossil fuel sub-sectors – suchas metallurgical coal mining – which threaten
to undermine the climate goals ANZ claims
to support. By contrast, Commonwealth Bank
has committed to not provide corporate
finance, trade finance or bond facilitation tooil and/or gas producing, metallurgical coalmining and coal-fired power generation clientsthat do not have climate transition plans inplace by 2025.17 These plans will be assessedusing a framework based on the Climate
Action 100+ benchmark, must include scope
1, 2 and 3 emissions targets, and will beverified by an independent third-party.18

Without a clearly articulated commitment
and process to assess all fossil fuel customers’plans for alignment with a 1.5°C warming
pathway before providing further finance,
our bank is failing to demonstrate adequate
risk management.

Risks to shareholders
By failing to bring its substantial fossil
fuel financing into line with its climate
commitments, ANZ exposes shareholders
to significant risk.
ANZ’s peers have already faced legal action
in relation to their fossil fuel financing.19
With climate litigation on the rise aroundthe world, and Australians filing the highest
number of cases per capita,20 ANZ isvulnerable to climate-related litigation.
Australian misleading and deceptive conduct
laws require companies to have a reasonablebasis for making climate-related statements,
including net zero commitments.21 As statedby the chair of a UN High-Level Expert Groupfocused on corporate net zero claims:“Non-state actors cannot claim to be net
zero while continuing to build or invest in
new fossil fuel supply.”22 The misalignment
between ANZ’s climate commitments and its
ongoing financing of new fossil fuels enlivens
this ‘greenwashing’ risk, which is an increasing
focus for regulators and policymakers.23
We urge shareholders to request further
disclosure from ANZ addressing its
management of climate risk and its processes
for ensuring fossil fuel financing decisions arealigned with the goals of the Paris Agreement.

1. https://www.anz.com/content/dam/anzcom/shareholder/2022-anz-annual-report.pdf 2. For example, see NAB’s 2022 Annual Report on pp 41 and 91 where climate change is considered as partof the material risk category “Sustainability risk”: https://www.nab.com.au/content/dam/nab/documents/reports/corporate/2022-annual-report.pdf 3. Banking Act 1959 (Cth) s 11AG and APRA’s
Prudential Standard CPS 220 Risk Management 4. https://www.marketforces.org.au/campaigns/banks/banking-climate-failure-2023/ 5. https://www.ipcc.ch/report/sixth-assessment-reportworking-group-3/ 6. https://www.unepfi.org/industries/banking/nzba-responds-to-recent-research-on-fossil-fuels-coal/ 7. https://www.anz.com/content/dam/anzcom/shareholder/2022anz-climate-related-financial-disclosures-report.pdf 8. https://www.marketforces.org.au/campaigns/banks/anz/ 9. https://www.marketforces.org.au/campaigns/asia/jera/ 10. As defined in
Science-Based Targets Initiative Fossil Fuel Finance Position Paper Consultation Draft (https://sciencebasedtargets.org/resources/files/The-SBTi-Fossil-Fuel-Finance-Position-Paper-Consultation-Draft.
pdf ) 11. Defined as: The provision of new corporate lending, project finance or trade finance to a customer, including the refinancing of existing facilities, and the arranging or underwriting of capital
markets transactions to a customer. 12. https://www.anz.com.au/content/dam/anzcomau/about-us/anz-climate-change-commitment-2023.pdf 13. https://www.anz.com/content/dam/anzcom/
shareholder/2022-anz-climate-change-roundtable-investor-presentation.pdf; https://www.anz.com.au/content/dam/anzcom/shareholder/2022-anz-climate-related-financial-disclosures-report.
pdf 14. https://www.commbank.com.au/content/dam/commbank/about-us/download-printed-forms/environment-and-social-framework.pdf 15. https://www.nab.com.au/content/dam/nab/documents/reports/corporate/2022-climate-report.pdf 16. https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/sustainability/Climate_Change_Position_Statement_
and_Action_Plan.pdf 17. https://www.marketforces.org.au/commbanks-climate-policy-update-leaves-anz-nab-and-westpac-in-the-dust/ 18. https://www.commbank.com.au/content/dam/
commbank-assets/investors/2023-08/climate/2023-climate-report_print.pdf 19. See, for example: https://www.afr.com/companies/financial-services/shareholder-gets-early-victory-in-climatechange-case-against-cba-20211111-p5980b 20. https://www.afr.com/companies/professional-services/australia-tops-world-in-climate-litigation-20230626-p5djgk#:~:text=However%2C%20
the%20Global%20Climate%20Litigation,4.8%20per%20million%20for%20Australia 21. https://asic.gov.au/regulatory-resources/financial-services/how-to-avoid-greenwashing-whenoffering-or-promoting-sustainability-related-products/ 22. https://www.un.org/sites/un2.un.org/files/high-level_expert_group_n7b.pdf 23. https://www.aph.gov.au/Parliamentary_Business/
Committees/Senate/Environment_and_Communications/Greenwashing; https://download.asic.gov.au/media/ao0lz0id/rep763-published-10-may-2023.pdf; https://www.accc.gov.au/system/
files/Environmental%20and%20sustainability%20claims%20-%20draft%20guidance%20for%20business_web.pdf

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