ANZ NOTICEOF MEETING
2016 ANNUAL GENERAL MEETINGTABLE OF CONTENTS
ANZ SHAREHOLDER CENTRE WEBSITE 02
2016 ANNUAL REPORT AND 2016 SHAREHOLDER REVIEW 02
ANNUAL GENERAL MEETING AGENDA 03
HOW THE ANNUAL GENERAL MEETING WILL BE CONDUCTED 03
NOTICE OF 2016 ANNUAL GENERAL MEETING 03
EXPLANATORY NOTES 05

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

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PARKING

TRAM STOPSHOPPING

ACCOMMODATIONRESTAURANTS & BARSNOTICE OF MEETING

3. FREEWAY PARKINGThis car park is located at Munro Street. You can access this car park
via Normanby Road and Munro Street.
4. SOUTH WHARF PARKING
550 open air parking spaces are available. Entrance off Normanby
Road. Open 24 hours, seven days a week.
5. MONTAGUE STREET PARKINGThis car park is located at the corner of Montague Street andMunro Street.

CATCH A TAXI
Ask the taxi driver to drop you off at Convention Centre Place,next to the Hilton Melbourne South Wharf and DFO South Wharf.

THE MELBOURNECONVENTION CENTRE
The Melbourne Convention Centre is located on the banks of
the iconic Yarra River in South Wharf. It is a short walk from
Melbourne’s central business district and just a 20-minute drivefrom Melbourne Airport.
The Centre is easily accessible by car, train, bus, taxi and on foot.

TRAVELLING BY PUBLIC TRANSPORTBY TRAM
Catch any of the following trams and get off at the stop opposite
the Clarendon Street entrance of the Melbourne Exhibition Centre:
Route 12 – Victoria Gardens to St Kilda
Route 96 – St Kilda to East Brunswick
Route 109 – Port Melbourne to Box Hill
Alternatively catch tram number 70 from Flinders Street Stationand get off at the South Wharf stop. Then take a short walktowards the Yarra River, and cross the Seafarers Bridge. For tram
timetable information and trip planning, visit the Public Transport
Victoria website.

BY TRAIN
Take any train that goes to Southern Cross Station. Get off at
Southern Cross Station and catch tram number 12, 96 or 109.
For train timetable information and trip planning, visit the
Public Transport Victoria website.
BY BUSThe SkyBus transports visitors directly from Melbourne Airport toSouthern Cross Station.
Bus route 237 operates from Southern Cross Station to Lorimer Street
South Wharf and back. For bus timetable information andtrip planning, visit the Public Transport Victoria website.

TRAVELLING BY CARDRIVING YOURSELF
If you’re driving to the Melbourne Convention Centre, there are
five car parks available for use.
1. MELBOURNE EXHIBITION CENTRE PARKING
1060 undercover parking spaces are available. Entrance and exit
off Normanby Road. Open 24 hours, seven days a week.
2. SIDDELEY STREET PARKINGOpen 24 hours, seven days a week.

2 | 2016 ANNUAL GENERAL MEETINGANZ SHAREHOLDER CENTRE WEBSITE
Shareholders are able to view information in the manner that best
suits them on our Website: shareholder.anz.com. Documents areavailable in various formats – view online, download or request a
hard copy.

2016 ANNUAL REPORT AND
2016 SHAREHOLDER REVIEWThe Annual Report provides detailed financial data andinformation on the Group’s performance as required to comply
with applicable regulatory requirements. We also issue a
Shareholder Review which is a non-statutory document covering key
performance areas, financial information, remuneration details andcorporate responsibility.
These documents are available at anz.com/annualreport or bycalling the Share Registrar on 1800 11 33 99 (within Australia)or (61 3) 9415 4010 (outside Australia) to request a hard copy.

ANNUAL GENERALMEETING AGENDA

A shareholder information stand will be available in the area outside
the Meeting room. In addition Directors and senior executives will beavailable after the Meeting.

FRIDAY, 16 DECEMBER 2016

WEBCAST AND PHOTOGRAPHY

9:00amRegistration Opens

9:15amMorning Tea

10:00amAnnual General Meeting commences
Welcome to Shareholders – Chairman
Chief Executive Officer’s presentation
Items of Business

Please join the Chairman, David Gonski,
the Directors and senior executivesof 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
ASKING QUESTIONS
Discussion will take place on all items of business to be considered at
the Meeting – refer to “Business” and “Explanatory Notes” below forfurther information relating to the items of business.
Shareholders as a whole will have a reasonable opportunity to ask
questions at the Annual General Meeting (including an opportunity
to ask questions of the Auditor).
To ensure that as many shareholders as possible have theopportunity to speak, shareholders are requested to observe
the following guidelines:•	please keep questions as brief as possible 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 to attend the Meeting or who may
prefer to register questions in advance are invited to do so.
A Questions from Shareholders Form has been included in the
AGM mailing and is also available on the website. We will attempt toaddress as many of the more frequently asked questions as possible
in the Chairman’s and Chief Executive Officer’s presentations to
the Meeting.

We have arranged for the Annual General Meeting to be filmed
and broadcast 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 inphotographs or the webcast recording.
For the safety and security of all those present at the Meeting,cameras and recording devices are not permitted.
Upon entry to the Meeting room, you will be asked to present
your bag for a security search.

NOTICE OF 2016 ANNUAL
GENERAL MEETING
Notice is given that the 48th Annual
General Meeting of Australia and
New Zealand Banking Group Limited
will be held at the Melbourne Room,Level 2, Melbourne Convention Centre,
1 Convention Centre Place, South Wharf,
Victoria on Friday, 16 December 2016 at
10:00am (Melbourne time).
BUSINESS
1. ANNUAL REPORTS
To consider the Annual Report, Financial Report and theReports of the Directors and of the Auditor for the year
ended 30 September 2016.

2. ADOPTION OF THE REMUNERATION REPORT
To adopt the Remuneration Report for the year ended
30 September 2016.
The vote on this resolution is advisory only.

3. GRANT OF PERFORMANCE RIGHTS TO
MR SHAYNE ELLIOTT
To consider and, if thought fit, to pass the following 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 otherpurposes, approval is given for the Company to grant to theCompany’s Chief Executive Officer, Mr Shayne Elliott, Performance
Rights under the ANZ Share Option Plan on the terms set out in,and provide Mr Elliott the benefits described in, the Explanatory
Notes to this Notice of Meeting.”2016 ANNUAL GENERAL MEETING | 3

NOTICE OF MEETING

4. ELECTION AND RE-ELECTION OF
BOARD ENDORSED CANDIDATES

However, the Company will not disregard the vote as a result of theserestrictions if it is cast:(a) TO ELECT MS S. J. HALTON AO PSM• as proxy for a person entitled to vote in accordance with adirection on the proxy form; or

Ms Halton, having been appointed by the Board after the date of
the 2015 Annual General Meeting, is retiring in accordance with theCompany’s Constitution and, being eligible, offers herself for election
as a Director.
(b) TO RE-ELECT MR G.R. LIEBELTMr Liebelt is retiring in accordance with the Company’s Constitution
and, being eligible, offers himself for re-election as a Director.

VOTING RESTRICTIONSVOTING RESTRICTIONS FOR ITEM 2(REMUNERATION REPORT)
Item 2 is a resolution connected directly with the remuneration ofmembers of the key management personnel (KMP) of the Company.
The Corporations Act restricts KMP and their closely related parties
from voting on such resolutions. Closely related party is defined in
the Corporations Act and includes a spouse, dependant and certain
other close family members, as well as any companies controlled by amember of the KMP.
Any votes cast in any capacity (e.g. as a shareholder, proxy or
corporate representative) on the proposed resolution in item 2 byor on behalf of:• directors and the other members of the KMP details of whose
remuneration are included in the remuneration report; and• closely related parties of those persons,will be disregarded. In addition, any votes cast as a proxy on this itemby any other members of the KMP (and their closely related parties)
will also be disregarded.
However, the Company will not disregard the vote as a result of theserestrictions if it is cast:• as proxy for a person entitled to vote in accordance with adirection on the proxy form; or• by the Chairman of the Meeting as proxy for a person entitledto vote and the Chairman has received express authority to voteundirected proxies as the Chairman sees fit.
The Chairman of the Meeting intends to vote undirected proxies (where
the Chairman has been appropriately authorised) in favour of item 3.
If you do not wish to appoint the Chairman of the Meeting to vote infavour of items 2 and/or 3, it is important that you complete the voting
directions in respect of those items in Step 2 of the Proxy Form.

ASSOCIATESThe Voting Restrictions for some of the items of business describedabove apply to “associates” of shareholders. The applicabledefinitions of “associate” are set out in the Corporations Act.
Shareholders who are “associates” subject to the Voting Restrictions
and who intend to attend and cast a vote at the Meeting in person,
should inform a representative of the Company’s Share Registrar,
Computershare, of that fact when they register at the Meeting.

QUESTIONS ON VOTING RESTRICTIONS
If shareholders (including nominees, custodians or fiduciaries)
have questions on the Voting Restrictions, they should
contact the Company’s Share Registrar, Computershare, on
1800 11 33 99 (within Australia), 0800 174 007 (within New Zealand),0870 702 0000 (within the United Kingdom) or (61 3) 9415 4010
(outside Australia).

UNDIRECTED PROXIESThe Chairman of the Meeting intends to vote undirected proxies(where he has been appropriately authorised, having regard to the
Voting Restrictions above) in favour of each item of business.

ENTITLEMENT TO ATTEND AND VOTE

• by the Chairman of the Meeting as proxy for a person entitledto vote and the Chairman has received express authority to voteundirected proxies as the Chairman sees fit.

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 the Company’s shares at 7:00pm(Melbourne time) on Wednesday, 14 December 2016.

The Chairman of the Meeting intends to vote undirected proxies(where the Chairman has been appropriately authorised) in favourof item 2.

Holders of the Company’s ordinary shares may vote on all items ofbusiness, subject to the Voting Restrictions described above for items
2 and 3.

VOTING RESTRICTIONS FOR ITEM 3(GRANT OF PERFORMANCE RIGHTS)

Holders of the Company’s preference shares are entitled to attend
the Meeting but are not entitled to vote on any item of business intheir capacity as holders of the Company’s preference shares.

Item 3 is also a resolution connected directly with the remunerationof a member of the KMP (Mr Elliott).

VOTING BY PROXY

In accordance with the ASX Listing Rules, any votes cast in any
capacity (e.g. as a shareholder, proxy or corporate representative)on the proposed resolution in item 3 by Mr Elliott and any other
Director who is eligible to participate in the ANZ Share Option Plan,
and any of their associates, will be disregarded. The Corporations Act
provides that Mr Elliott and his associates cannot cast a vote (in any
capacity) on item 3.

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 representative in accordance with section
250D of the Corporations Act to exercise its powers as proxy at
the Meeting.

In addition, a vote cast as a proxy on item 3 by any other membersof the KMP and closely related parties of members of the KMP will
be disregarded.

A shareholder 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.

4 | 2016 ANNUAL GENERAL MEETINGThe following addresses are specified for the purposes of receipt
of proxy appointments and any authorities under which proxyappointments are signed (or certified copies of those authorities):

Australia
ANZ Share Registrar
GPO Box 242
Melbourne
Victoria 3001
Australia
United Kingdom
ANZ Share Registrar
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom

ANZ Share Registrar
Yarra Falls
452 Johnston Street
Abbotsford
Victoria 3067 Australia
New Zealand
ANZ Share Registrar
Private Bag 92119
Auckland 1142
New Zealand

Proxy appointments and any authorities under which they are
signed (or certified copies of those authorities) 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 by visiting www.investorvote.com.au,
and Intermediary Online subscribers only (custodians) should visit
www.intermediaryonline.com

EXPLANATORY NOTESITEM 1
ANNUAL REPORTS
A copy of the Company’s 2016 Annual Report, including the Financial
Report and the Reports of the Directors and of the Auditor for theyear ended 30 September 2016, can be found on the Company’s
website at anz.com/annualreport.
As a shareholder you may elect to receive by mail, free of charge,
the Company’s 2016 Annual Report (which includes detailed
financial statements and reports) or the 2016 Shareholder Review (anon-statutory document covering key performance areas, financial
information, remuneration details and corporate responsibility). If
you would like a hard copy of either document, please contact theCompany’s Share Registrar, Computershare.
The Company mails a copy of the Annual Report or the Shareholder
Review as applicable (when they are released each year) only tothose shareholders who have made an election to receive them.

ITEM 2ADOPTION OF THE REMUNERATION REPORTAs required by the Corporations Act, the Board presents the
Remuneration Report to shareholders for consideration andadoption by a non-binding vote. The Remuneration Report contains:

To be effective, a proxy appointment and, if the proxy appointment
is signed by the shareholder’s attorney, the authority under which
the appointment is signed (or a certified copy of the authority)
must be received by the Company at least 48 hours before thecommencement of the Meeting.

•	information about Board policy for determining the nature
and amount of remuneration of the Company’s Directors
and most senior executives;

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

•	remuneration details for key management personnel(including the Directors of the Company) for the period
ended 30 September 2016.

VOTING BY ATTORNEY

The Remuneration Report, which is part of the 2016 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.

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 the Company at its registered office or one of the addresses listed
above for the receipt of proxy appointments at least 48 hours before
the commencement of the Meeting.

CORPORATE REPRESENTATIVES
A body corporate which is a shareholder, or which has been
appointed as 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 under which
it is signed, unless it has been given previously to the Company.
By Order of the Board

Simon Pordage
Secretary
Melbourne
15 November 2016•	a description of the relationship between the remuneration
policy and the Company’s performance; andBoard Recommendation: The Board considers that the remuneration
policies adopted by the Company are appropriately structured
to provide rewards that are commensurate with the Company’s
performance and competitive with the external market. On this basis,the Board recommends that shareholders eligible to do so vote infavour of item 2.

ITEM 3
GRANT OF PERFORMANCE RIGHTS TO
MR SHAYNE ELLIOTTThe Company is asking shareholders to approve the proposed grantof Performance Rights to the Chief Executive Officer (CEO), Mr Shayne
Elliott, under the ANZ Share Option Plan on the terms and conditions
set out below.
Each year, ANZ reviews the Company’s Long Term Variable
Remuneration (LTVR) program to ensure that it continues to bealigned with the Company’s business strategy. For the 2016 grant andbeyond LTVR will be delivered as two tranches of Performance Rights
with forward looking (three year) performance hurdles where:• 75% will be measured against the Total Shareholder Return (TSR) of
the Select Financial Services comparator group (Tranche 1); and2016 ANNUAL GENERAL MEETING | 5

NOTICE OF MEETING• 25% will be measured against Absolute Compound Annual Growth
Rate (CAGR) TSR (Tranche 2).

Grant of Performance Rights to Mr Elliott
At a glance:• Long Term Variable Remuneration (LTVR), in the form of
Performance Rights, with a face value of A$4,200,000 to be
granted in two tranches;• for Tranche 1, the performance condition is based on ANZ’s
TSR performance compared against a set comparator groupwith nil vesting below median, 50% vesting at median, andincreasing to 100% vesting at the 75th percentile of the relevant
comparator group;• for Tranche 2, the performance condition is based on ANZ’s
Absolute CAGR TSR performance against targets as set by
the Board, with nil vesting below 9%, 50% vesting at 9%, andincreasing to 100% vesting at 13.5%;• performance is assessed at the end of a 3 year Performance Period
for both tranches (with no re-testing).
In more detail:A Performance Right is a right to acquire an ordinary fully paid
share in the Company at nil cost (i.e. nil exercise price), subject tomeeting the applicable performance conditions. To the extent
the performance conditions are met, the relevant number of
Performance Rights will vest and become exercisable. Upon exercise,each Performance Right entitles Mr Elliott to one ANZ ordinary share
which will rank equally with shares in the same class (there will be an
exercise period ending 2 years after the vesting date). Mr Elliott is not
required to pay any amount on grant of the Performance Rights, noron their vesting and exercise. The Performance Rights form part of
Mr Elliott’s ‘at risk’ remuneration.

Performance conditions
Tranche 1
The Board has determined that the Performance Rights to be
granted to Mr Elliott (if approval is received) under Tranche 1 will
be subject to a TSR hurdle which ranks the TSR performance of theCompany with the TSR performance of the Select Financial Services
comparator group.
The select financial services comparator group includes the Bankof Queensland Limited, Bendigo and Adelaide Bank Limited,
Commonwealth Bank of Australia Limited, DBS Bank Limited,
Macquarie Group Limited, National Australia Bank Limited,Standard Chartered PLC, Suncorp Group Limited and Westpac
Banking Corporation.
Broadly, TSR is the growth in share price, plus the value of thedividends and distributions on the relevant shares. The TSR ismeasured over a three year performance period starting on 22
November 2016 and ending on 21 November 2019 (Performance
Period). The proportion of the Tranche 1 Performance Rights thatwill become exercisable will depend on the Company’s TSR relative
to the TSR of the constituents in the Comparator Group at the end of
the Performance Period.
The level of performance required for each level of vesting, andthe percentage of Performance Rights that 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 THE COMPANYCOMPARED TO THE TSR OF
THE CONSTITUENTS OF THE
COMPARATOR GROUP:

THE PERCENTAGE OFPERFORMANCE RIGHTS
WHICH WILL VEST IS:

Performance Rights granted under the ANZ Share Option Plan do notcarry any dividend or voting rights until they vest and are exercised.

Does not reach the 50th percentile0%

If approval is obtained, it is the intention of the Board that the
Performance Rights will be granted to Mr Elliott on 16 December
2016 (but, in any event, not more than 12 months after the date ofthis Annual General Meeting).

Reaches or exceeds the50th percentile

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

Reaches or exceeds the75th percentile

100%

Grant value and calculation of the number of Performance
Rights to be granted
Using a face value allocation methodology, the number of
Performance Rights proposed to be granted to Mr Elliott will be
determined by dividing the face value of the grant (i.e. A$4,200,000)
by the Volume Weighted Average Price (VWAP) of the Company’s
shares traded on the ASX in the five trading days up to and including
22 November 2016, which is the start of the Performance Period.
The actual number of Performance Rights to be granted is notknown at this stage as it will depend on the VWAP at the start of the
Performance Period. Details of the actual number of Performance
Rights will be announced to the ASX and will also be advised toshareholders at the 2016 Annual General Meeting.
The grant value will be split into two tranches of Performance Rights(75% Tranche 1 and 25% Tranche 2).
If, for example, the VWAP was A$28.00, then 112,500 Performance
Rights would be allocated to Mr Elliott for Tranche 1 and 37,500
Performance Rights for Tranche 2, summing to a total allocation of
150,000 Performance Rights.

6 | 2016 ANNUAL GENERAL MEETING

Tranche 2
The Board has determined that the Performance Rights to be granted
to Mr Elliott (if approval is received) under Tranche 2 will be subject
to an Absolute CAGR TSR hurdle with targets set by the Board.
The Absolute CAGR TSR is measured over the same three year
Performance Period that applies to Tranche 1. The proportion of
the Tranche 2 Performance Rights that will become exercisable will
depend upon the Company’s Absolute CAGR TSR at the end of the
Performance Period compared to the targets set by the Board.
The level of performance required for each level of vesting, andthe percentage of Performance Rights that vest at each level of
performance, is set out in the table below. The Performance Rights
lapse if the performance condition is not met. There is no re-testing.
The Board retains discretion to adjust the Absolute CAGR TSR hurdle
in exceptional circumstances to ensure that Mr Elliott is neither
advantaged nor disadvantaged by matters outside management’s
control that materially affect achievement of the Absolute CAGR TSR
performance condition.

IF THE ABSOLUTE COMPOUNDANNUAL GROWTH RATE TSR
OF THE COMPANY:

THE PERCENTAGE OFPERFORMANCE RIGHTS
WHICH WILL VEST IS:

Does not reach 9%0%

Reaches 9%50%

Exceeds 9% but does
not reach 13.5%

Progressive pro rata
vesting between
50% and 100%(on a straight line basis)

Reaches or exceeds 13.5%

100%

Any Performance Rights which vest based on satisfaction of theperformance conditions will vest at a time (being no later than
the final date on 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
ANZ provides the following additional information in relation to the
proposed grant of Performance Rights to Mr Elliott.
The Chief Executive Officer (Mr Elliott) is the only Director entitledto participate in the ANZ Share Option Plan. No associate of any
Director is entitled to participate.

Mr Elliott 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.

Mr Elliott was granted 159,573 Performance Rights on 17 December
2015 at no cost, as approved by shareholders at the 2015 Annual
General Meeting.

Treatment on termination of employment
If Mr Elliott:

There is no loan scheme in relation to the Performance Rights (or theshares underlying them).

• resigns, all unexercised Performance Rights will lapse (whether or
not the Performance Rights have vested);

On vesting of the Performance Rights, shares may be issued or
acquired on market, or the Board may determine to settle the
Performance Rights with a cash equivalent amount. Details of any
shares issued under the ANZ Share Option Plan will be published in
the Company’s annual report for the relevant period.

• is terminated by the Company with notice, except as set out below,
in relation to “good leaver” termination, all unvested Performance
Rights as at full notice termination date will lapse;• is terminated by the Company without notice, all unexercised
Performance Rights will lapse (whether or not the Performance
Rights have vested); or• ceases employment in circumstances of death or total andpermanent disability, the performance conditions will be waived
and all unvested Performance Rights will be available anddelivered as shares.
In certain circumstances termination may be classified by the Board
as a “good leaver” termination. In such case, unless the Board
determines otherwise, the number of any unvested Performance
Rights held by Mr Elliott will be adjusted pro-rata for the period
from the date of grant to the full notice termination date (with theremainder of the Performance Rights, representing the proportionof the Performance Period from the full notice of termination dateto the end of the Performance Period, lapsing on cessation of
employment) and, where and to the extent the Board determines
the applicable performance condition is met, the relevant number of
Performance Rights will vest and become exercisable at the original
vesting date. On vesting, the Board may determine to deliver a cash
equivalent payment, rather than ANZ shares.

Treatment on change of control
The Conditions of Grant set out the treatment of the Performance
Rights on a change of control. Where a change of control occurs,
which includes a person acquiring a relevant interest in at least 50%of the Company’s ordinary shares as a result of a takeover bid, orother similar event, the applicable performance conditions applying
to the Performance Rights will be tested and the Performance
Rights will vest based on the extent the performance conditions are
satisfied. No pro rata reduction in vesting will occur based on the
period of time from the date of grant to the date of the change ofcontrol event occurring, and vesting will only be determined by theextent to which the relevant performance conditions are satisfied.

The Board retains discretion to reduce any equity grant made to
Mr Elliott (including reducing it to zero) if the Board considers suchan adjustment necessary to protect the financial soundness of ANZ,
to meet unexpected or unknown regulatory requirements or if theBoard subsequently considers that having regard to information
which has come to light after the grant of equity, the grant was
not justified.
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 the company or a related body
corporate if it is approved by shareholders under section 200E oran exemption applies. Section 200B of the Corporations Act applies
to managerial or executive officers of the Company or any of its
subsidiaries, which includes Mr Elliott. The term “benefit” has a wide
operation and could include the early vesting of the Performance
Rights under the rules of the ANZ Share Option Plan.
Accordingly, shareholder approval is also sought for the purpose of
section 200E of the Corporations Act to allow the Company to deal
with the Performance Rights upon Mr Elliott ceasing employment
in accordance with the Conditions of Grant (see “Treatment ontermination of employment” above) including where to do so would
involve the giving of a “benefit” to Mr Elliott in connection with him
ceasing to hold a managerial or executive office. The approval issought in relation to the Performance Rights proposed to be granted
to Mr Elliott under item 3 in this Notice of Meeting.

2016 ANNUAL GENERAL MEETING | 7

NOTICE OF MEETING• the result of any prorating on cessation of employment;

Ms Halton has had a distinguished career in the public service
spanning 33 years. Until her recent retirement, she was Secretary of
the Australian Department of Finance, responsible for supporting
the delivery of the Australian Government budget, the ongoing
management of the Australian Government’s non-defence
domestic property portfolio, key asset sales and the financial
framework for Australian Government agencies. Ms Halton’s
previous roles include Secretary of the Australian Department of
Health, Secretary for the Department of Health and Ageing, andExecutive Co-ordinator (Deputy Secretary) of the Department of
the Prime Minister and Cabinet.

• whether performance hurdles are waived or (if not waived) met,
and the number of Performance Rights that vest (which could be
all of the Performance Rights held by Mr Elliott); andShe is also a Member of the Executive Board of the Institute of
Health Metrics and Evaluation at the University of Washington anda Member of Chief Executive Women.

• the market price of ANZ shares on ASX on the date shares areprovided to Mr Elliott upon vesting of the Performance Rights.

Ms Halton is also the former Chairman of the OECD’s HealthCommittee and the OECD’s Asian Senior Budget Officials Network,
former President of the World Health Assembly, former Chairman
and Executive Board Member of the World Health Organisation andformer Australian Sports Commissioner.

The value of any benefit relating to the Performance Rights given inconnection with Mr Elliott ceasing to hold managerial or executive
office cannot presently be ascertained. However, matters, events andcircumstances that will, or are likely to, affect the calculation of thatvalue are:• the number of Performance 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 rules of the ANZ Share Option Plan address the impact of rights
issues and bonus issues on the Performance Rights.
A copy of the ANZ Share Option Plan rules is available on requestfrom the Company Secretary.
Board Recommendation: The Board considers that the proposed
granting of Performance Rights is appropriate and is in the bestinterests of the Company and its shareholders, as the grant
strengthens the alignment of Mr Elliott’s interests with shareholders,
and the Performance Rights provide a strong link between the
reward for Mr Elliott’s performance and total shareholder returns
over the next three year period.
The Board also considers that obtaining shareholder approval toallow the Company to deal with the Performance Rights upon
Mr Elliott ceasing employment in accordance with the Conditions ofGrant is appropriate and in the best interests of the Company and its
shareholders. It will provide the Company with the ability to ensure
its ongoing compliance with section 200B of the Corporations Act
and with the Conditions of Grant for the Performance Rights.
Accordingly, the Board (excluding Mr Elliott because of his interest)
recommends that shareholders eligible to do so vote in favour ofitem 3.

ITEM 4
ELECTION AND RE-ELECTION OF
BOARD ENDORSED CANDIDATESThe Board endorsed candidates standing for election andre-election as Directors, and their details, are set out below.
Ms S. J. Halton having been appointed by the Board after the dateof the 2015 Annual General Meeting, is retiring in accordancewith the Company’s Constitution and offers herself for election.
Mr Liebelt is retiring in accordance with the Company’s Constitution
and offers himself for re-election.

ITEM 4(A)TO ELECT MS S. J. HALTON AO PSM
Ms Halton
Ms S. J. Halton AO PSM
BA (Hons) Psychology, FAIM, FIPAA, NAM, Hon. FAAHMS,
Hon. FACHSE, Hon. DLitt (UNSW)
Independent Non-Executive Director, appointed as a Director on
21 October 2016.

Lives in Canberra. Age: 56.
Ms Halton brings to the Board extensive experience in finance,
insurance, risk management, information technology, humanresources, health and ageing and public policy. She also hassignificant international experience.
Board Recommendation: The Board (excluding Ms Halton becauseof her interest) endorses the election of Ms Halton as a Director.

ITEM 4(B)
TO RE-ELECT MR G.R. LIEBELTMr Liebelt
Mr G.R. Liebelt
B Ec (Hons), FAICD, FTSE, FAIM
Independent Non-Executive Director, appointed in July 2013.
Mr Liebelt is Chairman of the Human Resources Committee and isa member of the Risk Committee, Digital Business and Technology
Committee and Environmental, Sustainability and GovernanceCommittee. He is Chairman of Amcor Limited and a Director ofAustralian Foundation Investment Company Limited, DuluxGroup
Limited and Carey Baptist Grammar School.
Mr Liebelt is a former Managing Director, Chief Executive Officer andExecutive Director of Orica Limited, a former Chairman of the Global
Foundation, a former Deputy Chairman of Melbourne Business
School and a former Director of the Business Council of Australia.
Lives in Melbourne. Age: 62
Mr Liebelt has extensive international experience and a strong
record of achievement as a senior executive including in strategy
development and implementation. He brings to the Board his
experience of a 23 year executive career (including a period as Chief
Executive Officer) with Orica, a global mining services company with
operations in more than 50 countries.
Board recommendation: The Board (excluding Mr Liebelt becauseof his interest) endorses the re-election of Mr Liebelt as a Director.