ANZ NOTICE OF MEETING

2012 ANNUAL GENERAL MEETINGTABLE OF CONTENTS

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

Location of the Annual General Meeting02

Annual General Meeting Agenda

04

How the Annual General Meeting will be conducted04

Notice of 2012 Annual General Meeting05

ANZ Shareholder Centre Website

05

2012 Annual Report and 2012 Shareholder Review

05

Explanatory Notes

072012 Annual General Meeting 1

NOTICE OF MEETINGLOCATION OF THE ANNUAL GENERAL MEETING
Wednesday, 19 December 2012 10:00 am (Perth time)
Perth Convention andExhibition Centre,
Riverside Theatre,
21 Mounts Bay Road, Perth,Western Australia

WE

MU

ER

G EO
M

OLM
ALC

NS

T

WE

RR A
Y ST

LLI N

GTO

NS

T

ST

ST

ST

GTO

ST

RG E

HAY

RRY

LLI N

E LD

HAY

ST G

ST
MO

UN

ST

EO R

T ST

MMILI
LLILGIG
AN
AN
STST

MU

G ES

MU

HAY

RR A
Y ST

ST

TCE

SPR

EO R

G ES

TCE

2

N
OU

T

AY
SB

FREEWAY
CHELL
M IT

M

CON
V
MI

TC
HE

E NT

ION

LL F
REE

UNT

CEN
T

WAY

RE

S BA
Y RD

WIL

MO

RD

LIA

MS

T

MIL

ST

L ST

ING

ST G

THE PERTH CONVENTION AND
EXHIBITION CENTRE
The Perth Convention and Exhibition
Centre is located in the heart of Perthcity, adjacent to the Swan River.
The Centre is easily accessible by car,train, bus, taxi and on foot.

TRANSPORT OPTIONSPUBLIC TRANSPORTWALKING
Walking access into the Centre on
Level 1 is via Mill Street or Mounts Bay
Road. Level 2 can be accessed via theEsplanade Busport overpass.

TAXI
Perth Convention and Exhibition
Centre is a designated Cab Spotlocation. A taxi phone is located at the
Plaza Entry doors on Level 1. The Cab
Spot number is 1088. Alternatively, tobook a taxi, please contact:
Swan Taxis 13 13 30
Black and White Taxis 13 10 08

DRIVING
Access to the City of Perth Convention
Centre Car Park is via Mill Street,
Mounts Bay Road and the Riverside
Drive off ramp of the Mitchell Freeway.
Access to Level 1 Plaza area is from
Mill Street or Mounts Bay Road.

BUSES
Esplanade Busport is locatedadjacent to the Perth Convention andExhibition Centre. Many bus services
depart and arrive at the Esplanade
Busport including the free CBD ‘Blue
CAT’ service. Perth’s other major
busport is the Wellington Street Bus
Station, located along Wellington
Street next to the Perth Central
train station.
TRAINS
Esplanade train station is located at thedoorstep of the Centre and services
the Mandurah and Joondalup Railway
Line. Other train stations within close
proximity of the Centre include:

Perth Underground station (Mandurah
and Joondalup Railway Line) locatedon the corner of William Street andMurray Street Mall.
Perth Central station (ArmadaleThornlie Railway Line, Fremantle
Railway Line and Midland RailwayLine) located along Wellington Street(across from Forrest Place).
An underground walkway connects
the Perth Central station to the Perth
Underground station.
FERRIESA ferry service operates across the
Swan River between Barrack Street
Jetty (Perth) and Mends Street
Jetty (South Perth). Barrack Street
Jetty is only a short walk to theCentre. Services operate daily from
7:50am to 7:20pm (extended times
operate on weekdays and during thesummer months).
For all bus, train or ferry information,or to plan your journey, pleasecontact Transperth on 13 62 13. For
hearing impaired TTY please contact(08) 9428 1999.
2012 Annual General Meeting 3

NOTICE OF MEETINGANNUAL GENERAL MEETING AGENDA
Wednesday, 19 December 2012
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 for asecurity search.

NOTICE OF 2012 ANNUAL GENERAL MEETING
Notice is given that the 44th Annual General Meeting of Australia and New Zealand Banking Group
Limited will be held at the Perth Convention and Exhibition Centre, Riverside Theatre, 21 Mounts
Bay Road, Perth, Western Australia on Wednesday, 19 December 2012 at 10:00am (Perth 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 2012.
2. 	ADOPTION OF THE
REMUNERATION REPORT
To adopt the Remuneration Report for
the year ended 30 September 2012.
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. 	INCREASE IN NON-EXECUTIVEDIRECTORS’ FEE CAP
To consider and, if thought fit, topass the following resolution as an
ordinary resolution:(b)	TO RE-ELECT
MR J. P. MORSCHELMr Morschel is retiring and,being eligible, offers himself forre‑election as a Director.

“That the maximum annual aggregate
amount of remuneration (within
the meaning of the Company’s
Constitution) that Non-Executive
Directors are entitled to be paid fortheir services as Directors out of thefunds of the Company under rule10.2(a) of the Constitution be increased
by $500,000 and fixed at $4,000,000.”(c)	TO RE-ELECTMR LEE HSIEN YANG
Mr Lee is retiring and, being
eligible, offers himself for reelection as a Director.

5. 	ELECTION OF
BOARD-ENDORSEDCANDIDATES(a)	TO ELECT MS P. J. DWYER
Ms Dwyer, having been appointed
by the Board after the date of the2011 Annual General Meeting, isretiring in accordance with theCompany’s Constitution and,being eligible, offers herself forelection as a Director.

6. 	ELECTION OF
NON‑BOARD‑ENDORSEDCANDIDATE – MR R. J. REEVESMr Reeves, being eligible, offers
himself for election as a Director.

ANZ SHAREHOLDER CENTRE WEBSITE
2012
ANNUAL REPORTRIGHT PLACE RIGHT TIME

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.

2012 ANNUAL REPORT AND
2012 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 performanceareas, 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.
2012 Annual General Meeting 5

NOTICE OF MEETING

VOTING RESTRICTIONSVOTING RESTRICTIONS FOR ITEM 2
The Corporations Act prohibits
Directors and other key management
personnel of the Company (detailsof whose remuneration are includedin the 2012 Remuneration Report)
and their closely related parties
from voting in any capacity (e.g. asa shareholder, proxy or corporate
representative) on item 2. The
prohibition does not apply if theperson has been appointed as a proxyby writing that specifies how theproxy is to vote on item 2, provided
that the person who appointed theproxy is not themselves a person
subject to the prohibition.
In addition, the prohibition does
not apply to the Chairman of the
Meeting as proxy where the proxyappointment expressly authorises the
Chairman of the Meeting to exercise
an undirected proxy. If a shareholder
appoints the Chairman of the Meetingas their proxy and the shareholder
does not direct the Chairman of
the Meeting how to vote on item
2, the shareholder may authorise
the Chairman of the Meeting inrespect of item 2 to exercise theproxy notwithstanding that item 2
is connected directly or indirectlywith the remuneration of a memberof the Company’s key management
personnel.
The Chairman of the Meeting intends
to vote undirected proxies (where
the Chairman has been appropriately
authorised) in favour of item 2.
Other Directors and other key
management personnel of theCompany and their closely relatedparties will not cast any votes inrespect of item 2 that arise from any
undirected proxy that they hold.

6

VOTING RESTRICTIONSFOR ITEMS 3 AND 4
In accordance with the ASX Listing
Rules, the Company will disregard any
votes cast on items 3 and 4 by each
Director (except, in the case of item 3,
those who are ineligible to participate
in any employee incentive scheme
operated by the Company) and theirassociates, other than where the vote:• is cast by a person as proxy for a
person who is entitled to vote, in
accordance with the directions on
the Proxy Form; or• is cast by the Chairman of the
Meeting as proxy for a person who
is entitled to vote, in accordancewith a direction on the Proxy Formto vote as the proxy decides.
The Corporations Act also prohibitsa member of the Company’s key
management personnel or a closely
related party voting as a proxy on
resolutions connected directly or
indirectly with the remunerationof key management personnel(such as items 3 and 4), if the proxyappointment does not specify theway the person is to vote.
The prohibition does not apply to
the Chairman of the Meeting as
proxy where the proxy appointment
expressly authorises the Chairman of
the Meeting to exercise an undirectedproxy in the manner contemplatedby the proxy form accompanying thisNotice of Meeting.
The Chairman of the Meeting intends
to vote undirected proxies (where
the Chairman has been appropriately
authorised) in favour of items 3 and 4.
Other Directors and other key
management personnel of theCompany and their closely relatedparties/associates will not cast any
votes in respect of items 3 and 4 thatarise from any undirected proxy thatthey hold.

If you do not wish to appoint the
Chairman of the Meeting to vote infavour of items 2, 3 and/or 4, it will
be important for you to complete
the voting directions in respectof those items in Step 2 of theProxy Form.
If shareholders (including nominees
or custodians) have questions on thevoting restrictions for items 2, 3 or 4,
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).

UNDIRECTED 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 of business, except for item 6(the election of Mr Reeves). On item 6,
the Chairman of the Meeting intends
to vote any undirected proxy against
Mr Reeves’ election.

ENTITLEMENT TO ATTEND
AND VOTE
The Board has determined that,for the purposes of the Meeting(including voting at the Meeting),
shareholders are those persons who
are the registered holders of ordinary
shares at 7:00pm (Melbourne time) on
Monday, 17 December 2012.

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

A shareholder who is entitled 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.

For more information concerning
the appointment of proxies and theaddresses to which Proxy Forms
may be sent, please refer to the
Proxy Form.

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
those authorities):
Australia
ANZ Share Registrar ANZ Share Registrar
GPO Box 242
Yarra Falls
Melbourne
452 Johnston Street
Victoria 3001
Abbotsford
Australia
Victoria 3067
Australia

VOTING BY ATTORNEY

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

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.

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 a certified
copy of it) must be received by theCompany at its registered office or
one of the addresses listed above forthe receipt of proxy appointments
at least 48 hours before thecommencement of the Meeting.

CORPORATE REPRESENTATIVES
A body corporate which is ashareholder, or which has been
appointed as a proxy, may appoint an
individual to act as its representativeat the Meeting. The appointment
must comply with the requirementsof section 250D of the Corporations
Act. The representative should bringto the Meeting evidence of his or
her appointment, including any
authority under which it is signed,
unless it has previously been given
to the Company.
By Order of the Board

Bob Santamaria
Secretary
Melbourne
15 November 2012

EXPLANATORY NOTESITEM 1 ANNUAL REPORTS
A copy of the Company’s 2012 Annual
Report, including the Financial Report
and the Reports of the Directors andof the Auditor for the year ended
30 September 2012, can be foundon the Company’s website atanz.com/annualreport
As a shareholder you may elect toreceive by mail, free of charge, theCompany’s 2012 Annual Report (which
includes detailed financial statements
and reports) or the 2012 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 to thoseshareholders who have made anelection 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 theCompany) for the period ended
30 September 2012.
2012 Annual General Meeting 7

NOTICE OF MEETINGThe Remuneration Report, whichis part of the 2012 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 vote in favour ofitem 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
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 under the
ANZ Share Option Plan do not carry any
dividend or voting rights until they vest
and are exercised.
If approval is obtained, it is theintention of the Board that the
Performance Rights will be granted
to Mr Smith on 19 December 2012
(but, in any event, not more than
12 months after the date of thisAnnual General Meeting).
8

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 valuation 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 a comparator group of companies
and the share price at the time.
PricewaterhouseCoopers andMercer Finance & Risk Consulting
will independently value the
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.
For example, based on a grant value of$3,150,000 and an approved allocation
value of, for example, $10 for each
Performance Right, the number of
Performance Rights that would beallocated is 315,000.

Performance condition
The Board has determined that the
Performance Rights to be granted to
Mr Smith (if approval is received) will be
subject to a TSR hurdle which ranks the
TSR performance of the Company with
the TSR performance of a comparatorgroup of companies.
The comparator group of companies
currently includes the CommonwealthBank of Australia, National Australia
Bank Limited, Westpac Banking
Corporation, Suncorp-Metway Limited,
Macquarie Group Limited, AMP
Limited, ASX Limited, QBE InsuranceGroup Limited and Insurance Australia
Group Limited (Comparator Group).
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 the date of grant of the
Performance Rights (e.g. 19 December2012) and ending on the third
anniversary of the date of grant of the
Performance Rights (e.g. 19 December2015) (Performance Period). The
proportion of the Performance
Rights that will become exercisable
will depend upon a single point of
testing of the TSR achieved by theCompany relative to the TSRs of theComparator Group at the end of the
Performance Period. An averagecalculation will be used for TSR over a
90 day period for start and end values
in order to reduce the impact of shareprice 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.

IF THE TSR OF THE
COMPANY:THE PERCENTAGE
OF PERFORMANCERIGHTS WHICH
WILL VEST IS:

Does not reachthe 50th percentileof the TSR of theComparator Group0%

Reaches or exceeds
the 50th percentileof the TSR of theComparator Groupbut does not reachthe 75th percentile

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

Reaches or exceeds
the 75th percentileof the TSR of theComparator Group100%

Mr Smith is not entitled to trade,transfer or otherwise deal in(including entering into any hedging
arrangements in respect of) the
Performance Rights or the underlying
shares prior to vesting.
Treatment on termination of
employment
If Mr Smith:• resigns, all unexercised Performance
Rights will be forfeited;• is terminated by the Company
with notice, all Performance Rights
which have vested or which willvest during the notice period will be
retained and become exercisable;
all remaining Performance Rights
will vest and become exercisable,
subject to the relevant timeand performance conditions
being satisfied, unless the Board
determines otherwise;• is terminated by the Company
without notice, all unexercised
Performance Rights will be forfeited(whether or not the Performance
Rights have vested); or• ceases employment 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 time ofcessation of employment.
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
than shares.
Treatment on change of control
In the event of a takeover, scheme ofarrangement or other change of control
event occurring, the performance
condition applying to the Performance
Rights will be tested and the
Performance Rights will vest based on
the extent the performance conditionis satisfied. No pro rata reduction investing will occur based on the periodof time from the date of grant to thedate of the change of control event
occurring, and vesting will only be
determined by the extent to which theperformance condition is satisfied.
Any Performance Rights whichvest based on satisfaction of theperformance condition will vest at atime (being no later than the final dateon which the change of control event
will occur) determined by 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 that thefollowing additional information beprovided 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 840,230
Performance Rights under the ANZ
Share Option Plan which were granted
in accordance with his contract
and or shareholder approval given
at the 2007, 2010 and 2011 Annual
General Meetings.
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 such an
adjustment necessary to protect thefinancial soundness of ANZ, to meet
unexpected or unknown regulatory
requirements or if the Board
subsequently considers that having
regard to information which has cometo light after the grant of equity, thegrant was not justified.

2012 Annual General Meeting 9

NOTICE OF MEETING

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 Planrules is available on request from theCompany 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
three year period. Accordingly, theBoard recommends that shareholders
vote in favour of item 3.
ITEM 4 INCREASE IN NON-EXECUTIVEDIRECTORS’ FEE CAP
In accordance with the ASX
Listing Rules and the Company’s
Constitution, shareholders determine
the maximum annual aggregate
amount of remuneration that may beprovided to Non-Executive Directors
for their services as Directors (feecap). The meaning of remuneration
within the Company’s Constitution
includes salary, fringe benefits andsuperannuation contributions.
The current fee cap is $3,500,000, as
approved by shareholders at the 2008
Annual General Meeting.
Non-Executive Director remuneration
for the financial year ended
30 September 2012 is detailed in
the 2012 Remuneration Reportwhich forms part of the Directors’
Report. The total aggregate value of
remuneration provided to all NonExecutive Directors during the last
financial year was $2,861,776.

10

Shareholder approval is now sought
to increase the fee cap by $500,000 up
to $4,000,000.
This increase is required to allow
for the appointment of additional
Non-Executive Directors which will
enable appropriate handover andsuccession at the Board. The Board
expects to appoint two new NonExecutive Directors in the coming
year. These proposed appointments,
and the appointment of Ms Dwyer
to the Board in April this year, arepart of a succession planning
process in connection with the
expected retirement of up to three
Non‑Executive Directors at the time of
the 2013 Annual General Meeting.
The proposed increase in the fee
cap will also provide the Company
with the flexibility to ensure that ahigh calibre Board of appropriate
size, expertise and experience is inplace to serve the Company and its
shareholders effectively.
It is important to note that there has
not been any increase for the financial
year ended 30 September 2012 in thebase Board fee per Non-Executive
Director nor in the Committee fee
rates per Non-Executive Director.
Board Recommendation: For thereasons noted above, the Board
recommends that shareholders votein favour of item 4.
ITEM 5 ELECTION OF BOARDENDORSED CANDIDATESThe board-endorsed candidates
standing for election and re-election
as Directors, and their details, are
set out below. Mr Morschel and Mr
Lee are retiring and offer themselves
for re-election. Ms Dwyer, having
been appointed by the Board after
the date of the 2011 Annual General
Meeting, is retiring in accordancewith the Company’s Constitution
and offers herself for election.

ITEM 5(a) TO ELECT MS P. J. DWYER
Ms Dwyer
Ms P. J. Dwyer
B Com, FCA, F Fin, FAICD
Independent Non-Executive Director,
appointed in April 2012.
Ms Dwyer is a member of the Audit
Committee, the Risk Committee andthe Human Resources Committee.
She is chairman of Tabcorp Holdings
Limited, a director of Leighton
Holdings Limited and Lion Pty Ltd,
deputy chairman of Baker IDI Heart &Diabetes Institute and a member of
the Takeovers Panel.
Ms Dwyer is a former director of
Suncorp Group Limited, Foster’sGroup Limited, Astro Japan Property
Group Limited, David Jones Limited,
Healthscope Limited, CCI Investment
Management Limited and ProminaGroup Limited.
Lives in Melbourne. Age: 52
Ms Dwyer is an establishednon-executive director withextensive experience in financial
services and a strong accounting
background, and has previously
held executive roles in the investment
management, corporate finance andaccounting industries.
Board Recommendation: The Board(excluding Ms Dwyer because of herinterest) endorses the election of
Ms Dwyer as a Director.
ITEM 5(b) TO RE-ELECT
MR J. P. MORSCHELMr Morschel
Mr J.P. Morschel
DipQS, FAICD
Independent Non-Executive Director,
appointed in October 2004.
Mr Morschel is Chairman of the Board(appointed in March 2010) and an
ex officio member of each of theBoard’s principal Committees. He
is a director of CapitaLand Limited,
Tenix Group Pty Limited and Gifford
Communications Pty Limited.

Mr Morschel is a former chairmanof Rinker Group Limited, Leighton
Holdings Limited and CSR Limited,
and a former director of Rio Tinto
Plc, Rio Tinto Limited and Singapore
Telecommunications Limited. He
was managing director of Lend
Lease Corporation Limited from 1988
to 1995 and a director of Westpac
Banking Corporation between
1993 and 2001, including two years
as an executive director where
his responsibilities included retailbanking and wealth management.
Lives in Sydney. Age: 69
Mr Morschel has a strong backgroundin banking, financial services
and property as well as a depthof experience as a chairman anddirector of major Australian andinternational companies.
Board Recommendation: The Board(excluding Mr Morschel because of his
interest) endorses the re-election of
Mr Morschel as a Director.
ITEM 5(c) TO RE-ELECTMR LEE HSIEN YANG
Mr LeeMr Lee Hsien Yang
MSc, BA
Independent Non-Executive Director,
appointed in February 2009.
Mr Lee is a member of the Risk
Committee, the Human Resources
Committee and the Technology
Committee. He is chairman of The
Islamic Bank of Asia Limited, Fraser& Neave, Limited, Asia PacificInvestments Pte Ltd and the Civil
Aviation Authority of Singapore, anda director of the Singapore Exchange
Limited and Kwa Geok Choo Pte
Ltd. Mr Lee is also a member of theGoverning Board of the Lee Kuan Yew
School of Public Policy and the Rolls
Royce International Advisory Council,
and a consultant to the CapitalInternational Inc Advisory Board.

Mr Lee is a former chairman of
the Republic Polytechnic, and aformer director of SingTel Optus
Pty Limited and Singapore Post
Limited. He is also a former chief
executive officer of Singapore
Telecommunications Limited.
Lives in Singapore. Age: 55
Mr Lee is one of Asia’s most respectedbusiness leaders and has considerable
knowledge of the region. He has abackground in engineering and brings
to the Board his international businessand management experience across awide range of sectors including foodand beverages, properties, publishingand printing, telecommunications,financial services, education, civil
aviation and land transport.
Board Recommendation: The Board(excluding Mr Lee because of his
interest) endorses the re-election of
Mr Lee as a Director.
ITEM 6 ELECTION OF
NON-BOARD-ENDORSEDCANDIDATE – MR R. J. REEVESMr Reeves has nominated himself forelection as a Director. His candidacy
is not endorsed by the Board.
In connection with his nomination,
Mr Reeves provided a statement
to the Company with details of his
experience and qualifications andhis reasons for nominating. Thatstatement has not been included inthis Notice of Meeting on the basis ofvarious legal considerations. However,
the Company has compiled thefollowing details having regard to theinformation provided by Mr Reeves.
The Company has not verified theinformation provided by Mr Reeves
and assumes no responsibility for it.

Mr Reeves is a former employee of theCompany who commenced litigation
against the Company in connection
with the cessation of his employment
in 2003.
The litigation was settled by theparties and subsequently Mr Reeves
has nominated himself for election
as a Director each year since (andincluding) 2007.
Mr Reeves has indicated to theCompany that he has nominatedhimself for election in order to remind
ANZ’s shareholders and Directors ofgovernance issues that he believes
were behind the settlement of thelitigation, and of his separate concerns
in relation to the Opes Prime matter.
Mr Reeves has stated he is a past
Fellow Certified Practising Accountant
and that his experience includes roles
as Deputy Secretary – Department ofTreasury Victorian State Government,
and with Price Waterhouse and
BHP, and encompassed chairing theVictorian Government’s Treasury
Department Audit Committee andbeing a Member of the State Revenue
Office’s Audit Committee. He has lived
and worked extensively in Asia during
his 30 year plus financial markets
professional experience.
Board Recommendation: The Board
does not endorse the election of
Mr Reeves as a Director.

Mr Reeves
Mr R.J. ReevesBEc, DPM
Lives in Melbourne and Vietnam.
Age: 62

2012 Annual General Meeting 11

anz.com

12

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