Company Secretary’s Office
Level 6, 100 Queen Street
Melbourne VIC 3000
Phone 03 9273 6141
Fax 03 9273 6142
www.anz.com

16 December 2005

Company Announcements Office
Australian Stock Exchange Limited
20 Bridge Street
SYDNEY NSW 2000
Dear Sir
ANNUAL GENERAL MEETING ON 16 DECEMBER 2005
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITEDAs required by section 251AA(2) of the Corporations Act and ASX Listing Rule 3.13.2, the following
details are provided in respect of each motion on the agenda.
Adoption of the Remuneration Report
The total number of votes exercisable by all validly appointed proxies was:•Votes where the proxy was directed to vote ‘for’ the motion

839,193,584•

Votes where the proxy was directed to vote ‘against’ the motion

16,314,328•

Votes where the proxy may exercise a discretion how to vote23,008,870

In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was

2,990,137

The result of voting on the motion is as follows:
The motion was carried as an ordinary resolution on a poll the details of which are:
•The number of votes cast ‘for’ the motion was

869,784,107•

The number of votes cast ‘against’ the motion was

16,501,129

In addition the number of votes which abstained from voting was

3,187,152

To re-elect a director – Dr R S Deane
The total number of votes exercisable by all validly appointed proxies was:•Votes where the proxy was directed to vote ‘for’ the motion

849,945,514•

Votes where the proxy was directed to vote ‘against’ the motion

8,218,033•

Votes where the proxy may exercise a discretion how to vote22,047,218

In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was

1,155,873

The result of voting on the motion is as follows:
The motion was carried as an ordinary resolution on a poll the details of which are:
•The number of votes cast ‘for’ the motion was

875,932,589•

The number of votes cast ‘against’ the motion was

12,261,159

In addition the number of votes which abstained from voting was

1,216,588

To re-elect a director – Mr D M Gonski AO
The total number of votes exercisable by all validly appointed proxies was:•Votes where the proxy was directed to vote ‘for’ the motion

851,264,816•

Votes where the proxy was directed to vote ‘against’ the motion

6,796,160•

Votes where the proxy may exercise a discretion how to vote22,307,822

In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was

1,139,659

The result of voting on the motion is as follows:
The motion was carried as an ordinary resolution on a poll the details of which are:
•The number of votes cast ‘for’ the motion was881,488,012•

The number of votes cast ‘against’ the motion was

6,866,708

In addition the number of votes which abstained from voting was

1,199,824

To re-elect a director – Mr C B Goode AC
The total number of votes exercisable by all validly appointed proxies was:•Votes where the proxy was directed to vote ‘for’ the motion

849,148,218•

Votes where the proxy was directed to vote ‘against’ the motion

8,594,419•

Votes where the proxy may exercise a discretion how to vote22,102,532

2

In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was

1,663,288

The result of voting on the motion is as follows:
The motion was carried as an ordinary resolution on a poll the details of which are:•

The number of votes cast ‘for’ the motion was

879,155,541•

The number of votes cast ‘against’ the motion was

8,644,625

In addition the number of votes which abstained from voting was

1,754,378

Modification of the Constitution
The total number of votes exercisable by all validly appointed proxies was:•Votes where the proxy was directed to vote ‘for’ the motion

772,875,144•

Votes where the proxy was directed to vote ‘against’ the motion

83,346,311•

Votes where the proxy may exercise a discretion how to vote22,706,464

In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was2,577,665

The result of voting on the motion is as follows:
The motion was carried as a special resolution on a poll the details of which are:
•The number of votes cast ‘for’ the motion was803,116,122•

The number of votes cast ‘against’ the motion was

83,527,910

In addition the number of votes which abstained from voting was2,827,530

Amendments to the Director’s Access, Insurance and Indemnity Deed
The total number of votes exercisable by all validly appointed proxies was:•Votes where the proxy was directed to vote ‘for’ the motion

850,290,371•

Votes where the proxy was directed to vote ‘against’ the motion

6,051,928•

Votes where the proxy may exercise a discretion how to vote22,214,574

In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was

2,949,222

The result of voting on the motion is as follows:3

The motion was carried as an ordinary resolution on a poll the details of which are:
•The number of votes cast ‘for’ the motion was880,026,611•

The number of votes cast ‘against’ the motion was6,302,366

In addition the number of votes which abstained from voting was

3,144,852

Changes to Non-Executive Directors’ Retirement Scheme
The total number of votes exercisable by all validly appointed proxies was:•Votes where the proxy was directed to vote ‘for’ the motion

842,175,915•

Votes where the proxy was directed to vote ‘against’ the motion

14,791,675•

Votes where the proxy may exercise a discretion how to vote13,041,460

In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was

3,305,509

The result of voting on the motion is as follows:
The motion was carried as an ordinary resolution on a poll the details of which are:
•The number of votes cast ‘for’ the motion was

861,469,638•

The number of votes cast ‘against’ the motion was

15,213,163

In addition the number of votes which abstained from voting was

3,560,624

Increase in Non-Executive Directors’ Fee Cap
The total number of votes exercisable by all validly appointed proxies was:•Votes where the proxy was directed to vote ‘for’ the motion

827,778,901•Votes where the proxy was directed to vote ‘against’ the motion

30,166,795•Votes where the proxy may exercise a discretion how to vote12,953,684

In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was2,801,083

The result of voting on the motion is as follows:
The motion was carried as an ordinary resolution on a poll the details of which are:
•The number of votes cast ‘for’ the motion was846,835,395

4

The number of votes cast ‘against’ the motion was

30,792,478

In addition the number of votes which abstained from voting was3,005,493•

Dated this 16th day of December 2005

John PriestleyCompany Secretary5