notice of meeting
FOR 2006 ANZ ANNUAL GENERAL MEETING

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

notice of 2006
annual general meeting
Notice is given that the thirty eighth Annual General Meeting of Australia and
New Zealand Banking Group Limited will be held at the Sydney Convention andExhibition Centre, Bayside Auditorium B, Darling Drive, Darling Harbour, Sydney,
New South Wales on Friday, 15 December 2006 at 10.00am (Sydney time).

Ordinary Business

Voting by Proxy

1 ANNUAL REPORTS

A member who is entitled to attend and casta vote at the Meeting may appoint a proxy.

To consider the Concise Annual Report,
Financial Report and the Reports of the
Directors and of the Auditors for the year
ended 30 September 2006.

2 RE-ELECTION OF DIRECTORS(a) To re-elect a director – Mr J.K. Ellis
Mr Ellis retires in accordance with theCompany’s Constitution and, being eligible,
offers himself for re-election.
(b) To re-elect a director – Ms M.A. Jackson, AC
Ms Jackson retires in accordance with theCompany’s Constitution and, being eligible,
offers herself for re-election.

3 ADOPTION OF THE
REMUNERATION REPORT
To adopt the Remuneration Report for theyear ended 30 September 2006.
The vote on this resolution is advisory only.

Entitlement to attend and vote
The Board has determined that, for the
purposes of the Meeting (including voting
at the Meeting), members are those persons
who are the registered holders of shares at
7.00pm (Sydney time) on Wednesday,
13 December 2006.

A proxy need not be a member. A person can
appoint an individual or a body corporate
as a proxy. If a body corporate is appointed
as a proxy, it must ensure that it appoints a
corporate representative in accordance withsection 250D of the Corporations Act toexercise its powers as proxy at the Meeting.
A member who is entitled to cast 2 or more
votes may appoint up to 2 proxies and may
specify the proportion or number of votes
each proxy is appointed to exercise.
The following addresses are specified for the
purposes of receipt of proxy appointments
and any authorities under which proxyappointments are signed (or certified copiesof those authorities):
Australia
ANZ Share Registry
GPO Box 242
Melbourne
Victoria 3001
Australia
United Kingdom
ANZ Share Registry
PO Box 82
The Pavilions
Bridgwater Road
Bristol BS99 7NH
United Kingdom

ANZ Share Registry
Yarra Falls
452 Johnston Street
Abbotsford
Victoria 3067
Australia
New Zealand
ANZ Share Registry
Private Bag 92119
Auckland 1020
New Zealand1

Proxy appointments and any authorities
under which they are signed (or certified
copies of those authorities) may be sent by
fax to facsimile number (61 3) 9473 2555.
Members may also submit their proxy
instructions electronically to ANZ’s Share
Registry by visiting the Company’s website
www.anz.com and clicking on the following
links: shareholders (top of page) > Annual
General Meeting (left hand side) > Electronic
Proxy Form (body of text).
To be effective, a proxy appointment and,if the proxy appointment is signed by themember’s attorney, the authority underwhich the appointment is signed (or acertified copy of the authority) must be
received by the Company at least 48 hours
before the Meeting.
For more information concerning theappointment of proxies and the addresses
to which proxy forms may be sent, pleaserefer to the reverse side of the proxy form.

Voting by Attorney
A member may appoint an attorney to voteon his/her behalf. For an appointment tobe effective for the Meeting, the instrument
effecting the appointment (or a certified
copy of it) must be received by the Company
at its registered office or one of theaddresses listed above for the receipt
of proxy appointments at least 48 hours
before the Meeting.

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

A trained engineer, Mr Ellis brings to theBoard his analytical skills together withhis practical understanding of operational
issues, investments and acquisitions
across a range of sectors including natural
resources, manufacturing, biotechnology
and education.
Board Recommendation: The Board(excluding Mr Ellis because of his interest)
endorses the re-election of Mr Ellis asa Director.
Ms Jackson, AC
Ms M.A. Jackson, AC
B Ec, MBA, HON LLD, FAICD, FCA

Company Director
Director since March 1994.
Tim L’Estrange
Secretary
Melbourne
15 November 2006

Explanatory Notes
ITEM 2 RE-ELECTION OF DIRECTORSMr Ellis and Ms Jackson retire in accordancewith the Company’s Constitution. Bothof these Directors offer themselves
for re-election.
Candidates for re-election as Directors:
Mr Ellis
Mr J.K. Ellis
MA (OXON), FAICD, HON FIE AUST, FAus IMM,
FTSE, HON DR ENG (CQU)

Company Director
Director since October 1995.
Mr Ellis is a member of the Risk Committee
and the Audit Committee. He is Chairman ofPacifica Group Limited, Landcare Australia
Limited, the Earth Resources Development
Council, Future Directions International Pty
Ltd and Golf Australia. He is also Chancellorof Monash University and a Consultant to
the Monash Energy Advisory Board.
Mr Ellis is a former Chairman of Broken
Hill Proprietary Company Limited, Black
Range Minerals Limited, the Australia-JapanFoundation and the National Occupational
Health & Safety Commission, and aformer Director of GroPep Limited andthe Australian Minerals & Energy
Environment Foundation.
Lives in Melbourne. Age: 69.

Ms Jackson is Chairman of the People
Committee and a member of the Audit
Committee. She is Chairman of Qantas
Airways Limited and a Director of Billabong
International Limited.
Ms Jackson is also Chairman of the Asia
Pacific Business Coalition on HIV/AIDS,a Director of the Brain Research Institute,and a member of the Executive Committee
Australia-Japan Business Co-operationand the Business Council of Australia
Chairman’s Panel.
Ms Jackson is a former Deputy Chairman ofSouthcorp Limited, former Co-Chairman of
the Australia NZ Leadership Forum, former
Director of John Fairfax Holdings Limited andthe Howard Florey Institute of Experimental
Physiology and Medicine, and former
partner of KPMG Peat Marwick.
Lives in Melbourne. Age 53.
A Chartered Accountant with significant
financial expertise, Ms Jackson has broad
industrial and commercial experience
including her involvement in transportation,mining, the media, manufacturing andinsurance. This expertise coupled with her
work in health and education contribute to
her role on the Board.
Board Recommendation: The Board(excluding Ms Jackson because of herinterest) endorses the re-election of
Ms Jackson as a Director.

ITEM 3 ADOPTION OF THE
REMUNERATION REPORTAs required by the Corporations Act, theBoard is presenting the Remuneration
Report to the members for consideration

ANZ Notice of 2006 Annual General Meeting 2

and adoption by a non-binding vote. The
Remuneration Report contains:
information about Board policy for
determining the nature and amount of
remuneration of the Company’s Directors
and senior executives;a description of the relationship between
the remuneration policy and the Company’s
performance;
a detailed summary of relevant
performance conditions, including asummary of why they were chosen and how
performance is measured against them; andremuneration details for key management
personnel (including the Directors of theCompany, and the relevant executives who
received the highest remuneration for theperiod ended 30 September 2006).
The Remuneration Report, which is part ofthe 2006 Concise Annual Report, has been
sent to members (except those who havemade an election not to receive the Concise
Annual Report). Copies of the Remuneration
Report are available by contacting ANZ’s
Share Registry or by visiting the Company’s
website www.anz.com and clicking on thefollowing links: shareholders (top of page) >Annual General Meeting (left hand side) >Concise Annual Report 2006 Part 2 of 2 –Concise Report (body of text).
Board Recommendation: The Board considers
that the remuneration policies adopted by
the Company are appropriately structured
to provide rewards that are commensuratewith the performance of the Company andcompetitive with the external market. On thisbasis, the Board recommends that members
vote in favour of Item 3.

Undirected Proxies
The Chairman of the Meeting intends to voteundirected proxies in favour of all itemsof business.

The explanatory notes which accompany this noticeof meeting are contained on this page 2, and thedescription of the items of business to be voted onby members at the Meeting concludes here.

What is ANZ doing in India?

Statement regarding
Global Outsourcing
received fromshareholders pursuant
to section 249P of
the Corporations Act
2001 (Cth)ANZ has owned a technology business in
Bangalore, India since 1989.
During the past 17 years, it has establisheda specialist capability in developing andmanaging software and technology for manyof ANZ’s systems. In recent years it has also
developed a capability to support ANZ’soperations functions.
Today, ANZ employs about 1,400 people in
Bangalore most of whom are in information
technology development roles (about
1,100 people).
This reflects Bangalore’s development asa global technology centre with many of
the world’s largest companies including
IBM and Microsoft, basing key parts of
their technology and operations support
functions there.

ANZ has received a Statement (the Statement)from a number of shareholders pursuant tosection 249P of the Corporations Act 2001,
with the request that the Statement be
considered at the 2006 Annual General
Meeting. The Statement is contained within
this notice of meeting, and concerns theissue of Global Outsourcing, sometimes
known as Offshoring.
The Statement was provided to ANZ by the
Finance Sector Union (FSU) on behalf of anumber of shareholders and we welcome
their input into this issue.
In order to advance discussion, the following
outlines ANZ’s perspective on offshoringand its response to the Statement provided
by the FSU.
Already, many of our international financial
services competitors operating in Australia
have offshore operations support for their
Australian businesses.
In order to compete against these larger
global competitors, Australian companies
need to be able to utilise the full range ofcompetitive tools, including offshoring.
At the same time we understand the concern
offshoring causes amongst some Australians.
We believe offshoring can be balanced with
the interests of our stakeholders including
customers, staff and the community.
For example, in 2005 we issued a policy thatno Australian customer facing roles would
be moved offshore. At the same time, we
are increasing employment in Australia, andsince 2002 we have added around 3,000
full-time employees.

ANZ is approaching the development of ourfacility in Bangalore differently to some other
Australian companies.
ANZ operated and controlled. We
operate the facility ourselves. Functions
are undertaken by ANZ staff, in ANZ
premises, operating under ANZ’s rules
and procedures.
Call centres to remain in Australia.
ANZ understands Australian customers
want to be able to talk to staff in Australia
about their banking and financial services
needs. All customer contact roles including
call centre roles will remain in Australia.
Our Australian Customer Call Centre has been
independently recognised as the best callcentre in Australia for three years in a row.
Customer records remain in Australia.
Central records for our Australian customers
are located in Australia and will remain
located in Australia. They are subject toAustralian law and privacy standards andwhere there is a need to access data by ANZ
staff in other countries, that access accords
with ANZ’s global information security andprivacy policies.
High standards for privacy and security.
Staff in Bangalore operate under the same
ANZ policies and controls that we have inplace in Australia, including high standardsof privacy and confidentiality. ANZ invests incomprehensive information security systems,
staff training and compliance monitoring.
We have a specific promise in our Customer
Charter to keep customer information
private and secure.
Increasing opportunities at ANZ. Where
we do transfer roles to Bangalore, our focus
is on redeployment and internal mobility toensure we retain as many people as possible
in roles within ANZ in Australia.

3

For example, many of the 300 staff affectedby last year’s decision to base information
technology roles in Bangalore have foundother roles within ANZ.
Increasing Australian jobs. Over the last
four years we have added about 3,000
extra staff in Australia and in 2006 we have
employed almost 700 additional Australianstaff. We are investing in new branches,
expanding our ATM network, and increasing
the number of people in our branches.
Supporting our staff. ANZ has madecommitments to its staff to help thoseaffected by change. This includes retraining
staff who wish to continue their careers at
ANZ and giving them priority for vacant roles
within the Bank; and career counsellingand support services to help others identify
opportunities outside ANZ.

Engaging with the FSU
ANZ has engaged constructively with
the FSU on issues affecting its members
through regular briefings, information
sharing and dialogue at all levels.
ANZ has created a forum in which FSU
representatives meet regularly with ANZ
to deal with project implementation
issues and broader initiatives.

Other concerns raised in
the Statement
Australian Workforce Skills
ANZ recognises our people are our mostimportant asset. The quality of our people
is ANZ’s main source of competitive
advantage over our peers, and we willcontinue to invest in their development.
For example:
ANZ strongly encourages staff to pursue
further education and learning. In 2006
we invested more than $50 million in the
education of our people. In Australia, ourinvestment in education grew 23% to$41 million.
More than 19,300 self-paced study
courses, 22,800 facilitated courses and245,000 e-learning courses were completed
by our staff last year.
ANZ is investing heavily in learningfacilities. In 2007 we plan to launch the ANZ
Learning and Innovation Centre in Melbourne.
This facility will be a world-class centre forlearning and innovation which will see morethan 100 people receive learning programs
each day.
We invite you to read the Statement on thenext page.

Statement pursuant to Section 249P of the Corporations Act 2001 received fromthe Finance Sector Union
Shareholders concerned about risks to reputation arising out of Global Outsourcing
We are concerned about the impact of Global Outsourcing strategies of companies in the Australian finance industry, that could
result in Australian based jobs and customer databases being sent offshore.
As shareholders in ANZ, we are concerned that such strategies can affect a company’s reputation particularly with respect to:employees losing their jobs;
the future of employment and skills in the finance industry; andthe security and privacy of consumers’ sensitive financial data.
The potential nature and scale of global outsourcing is massive. In 2005 the OECD predicted that over 70% of all Australian financesector jobs could be performed offshore1 – this would equate to over 200,000 jobs. This would greatly exceed the number of fulltime banking jobs lost during the 1990’s as a consequence of restructuring and the closure over 2,200 retail branches.
We recognise that ANZ has worked extremely hard over recent years to improve its relationship with customers and has invested
in the retail branch network to recover the deterioration associated with that period of branch closures and cost cutting.
It is critical that the Board of ANZ consider all the potential risks that could arise out of Global Outsourcing and avoid any potential
future damage to its brand, reputation and relationships with staff, communities and consumers.

Staff concerns
ANZ staff, as key stakeholders in the company, are concerned about the impact of Global Outsourcing that results in jobs, skills andfuture opportunities going offshore. This could have serious impacts on the morale of staff.

Consumer concerns
We are mindful of research recently conducted by McNair Ingenuity2 that clearly demonstrates that Australian consumers areconcerned about Global Outsourcing and that it could influence their decisions about their banking relationships. The resultsof that survey were as follows:
96% agree that Australian companies have a responsibility to invest in Australian jobs and skills;
82% agree that they would consider changing to a different bank, if they knew that their bank was sacking Australian workers
and sending their jobs offshore;
85% support the call for the Federal Government to require banks to inform customers if they are storing personal
information overseas;
91% agree that their personal information should not be stored offshore without written permission;
85% were concerned for the security of their personal data if it moves offshore.
There is an array of customer identity, privacy and data security issues that emerge when sensitive data is processed or stored
offshore beyond the reach of domestic legislative protection.

Into the Future
As shareholders, we appreciate that this is an extremely complex issue and requires careful strategic consideration by the Board of ANZ.
This requires thorough scrutiny by the Board of any future strategy that could result in a significant transfer of banking functions andthe elimination of a number of Australian based jobs. Such an outcome may not be in the long term interests of the company andits shareholders.
Accordingly, in the interests of mitigating any risks to the reputation of the Bank, we encourage the Board to engage with key
stakeholders, including staff and their representatives, consumers and other relevant members of the community on Global
Outsourcing issues.

1 OECD, 2005. Potential Offshoring of ICT-Intensive using occupations
2 McNair Ingenuity, May 2006. Attitudes to Offshore Labour

ANZ Notice of 2006 Annual General Meeting 4

AGM LOCATION Sydney Convention and Exhibition Centre, Bayside Auditorium B,
Darling Drive, Darling Harbour, Sydney, New South Wales

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