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NOTICE OF MEETINGContents

Important Dates

1

Annual General Meeting Agenda

2

How business will be conducted at the meeting2

Discussion and asking questions

2

Virtual AGM & Webcast

2

Notice of 2020 Annual General Meeting3

Explanatory Notes

6

The 2020 Annual General Meeting (AGM or Meeting) of Australia and
New Zealand Banking Group Limited (Company or ANZ) will be heldon Wednesday, 16 December 2020 commencing at 10:00am (AEDT).
Shareholders are requested to participate in the AGM virtually via our online AGM platform at web.lumiagm.com/348909606.
Further information on how to participate virtually is set out in this Notice and the Virtual AGM Guide.

Important Dates
All times are given in Australian Eastern Daylight
Time (AEDT) unless otherwise specified.

14 December 2020
10:00am (AEDT)
Latest time for receipt of proxy appointments

16 December 2020
10:00am (AEDT)
Annual General Meeting

16 December 2020
2020 Final Dividend Payment Date

12020 Annual Report
The Annual Report provides detailed financial data andinformation on the Group’s performance as required to comply
with applicable regulatory requirements. We also issue an
Annual Review which is a non-statutory document covering
key performance areas, financial information, remuneration
details and corporate responsibility.

—
These documents
are available atanz.com/annualreportor by calling the Share
Registrar on 1800 11 33 99(within Australia) or(61 3) 9415 4010 (outside
Australia) to request
a hard copy.

2020 ANNUAL REPORT

anz.com/annualreportAnnual General Meeting Agenda

9:00amRegistration opens – please log onto your electronic
device and register your attendance(you will need your SRN/HIN number (for Proxyholders login provided
to you by Computershare) in order to login to the online AGM platform)

10:00am

AGM commences
Chairman’s welcome to shareholders and presentation
Chief Executive Officer’s presentation
Items of businessHow business will be conducted at the meeting

Virtual AGM & Webcast

The AGM is an important event and we encourage shareholders toactively participate.

The AGM will be webcast live for participation by shareholders
and proxyholders via the online AGM Platform atweb.lumiagm.com/348909606.

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 that are put to the
Meeting – refer to “Business” and “Explanatory Notes” sections for further
information relating to the items of business.
All shareholders will have a reasonable opportunity to ask questions
at the AGM via the online platform, including an opportunity to ask
questions of the Company’s External Auditor, KPMG.
To ensure that as many shareholders as possible have the opportunity toparticipate, shareholders are requested to observe the following guidelines:• all shareholder questions should be stated clearly and should be
relevant to the business of the Meeting, including arising from the
Financial Report, the Directors’ report (including the Remuneration
Report) and the Auditor’s Report, and general questions about
the performance, business and management of the Company;• if a shareholder has more than one question on an item of business,
all questions should be asked at the one time; andTo participate you will need a desktop or mobile/tablet device withinternet access. When you log onto the AGM platform on the morning of
the AGM, you will need to provide your details (including SRN or HIN) to
be verified as a shareholder or proxyholder. Proxyholders will need theirlogin details which will be provided by Computershare no later than 24hours before the Meeting. Following this you will be given details as to
how to vote and ask questions during the AGM.
More information about how to use the AGM online platform (including
how to vote and ask questions online during the AGM) is available inthe Virtual AGM Guide, which has been lodged with ASX and is available
at anz.com/agm. If you intend to use the online AGM platform, werecommend that you test to see that it works on your device before
the AGM commences at 10:00am.
Further instructions on device configurations are provided in the Virtual
AGM Guide.
Alternatively, shareholders may listen to the proceedings of the AGM
by dialling• shareholders should not ask questions at the Meeting relating to
any matters that are personal to the shareholder or commercial
in confidence.

Country

NumberAustralia

1800 173 224/1800 556 264

7500882

New Zealand

0800 452 794/0800 880 585

7500882

Shareholders who prefer to register questions in advance of the AGM
are invited to do so.

Worldwide+61 7 3107 0200

7500882

A “Questions from Shareholders Form” will be made available on
our Website anz.com/agm. You can also submit any questions via
the Proxy Voting Link investorvote.com.au/login (Control Nbr 134433).
We will attempt to address as many of the more frequently asked
questions as possible in the Chairman’s and Chief Executive Officer’s
presentations to the Meeting.
Written questions must be received by the Company by 5:00pm(AEDT) on 9 December 2020, and can be submitted online, by mail,or email as set out on the top of the Questions from Shareholders Form.

Guest PasscodeTo ask a question please press *1 (Star 1) and you will be put through toan operator who will take down your full name, suburb and postcode as
per your shareholding. Once your details have been verified by the Share
Registrar, your question will be recorded and submitted to the Meeting.
You will not be able to submit a vote using this method.

In addition to the above, shareholders can also watch an archived
recording of the webcast after the Meeting at anz.com/agm.

ANZ 2020 Notice of Meeting2

Notice of 2020
Annual General Meeting
Notice is given that the 52nd Annual General Meeting of the Company) will beheld virtually on Wednesday, 16 December 2020 commencing at 10:00am (AEDT).
Shareholders are requested to participate in the AGM virtually via our online
AGM platform at web.lumiagm.com/348909606 or via the appointmentof a proxy.

To consider the Annual Report, Financial Report and the Reports of the
Directors and of the Auditor for the year ended 30 September 2020.

Chief Executive Officer (CEO) and Executive Director, Mr Shayne Elliott,
Performance Rights under the ANZ Share Option Plan on the terms set
out in, and to provide Mr Elliott any or all of the benefits (including on
cessation of employment) described in, the Explanatory Notes to thisNotice of Meeting.”

There is no requirement for shareholders to approve these reports.

5. Amendment to the Constitution

2. Election and re-election of Board Endorsed
candidates

The following proposed resolution has been requisitioned under section
249N of the Corporations Act by a group of shareholders holding
approximately 0.01% of the Company’s ordinary shares on issue.

Business
1. Annual reports(a) To re-elect Ms I R Atlas AO
Ms Ilana Atlas AO is retiring in accordance with the Company’s
Constitution and, being eligible, offers herself for re-election asa Director.

(b) To re-elect Mr J T Macfarlane
Mr John Macfarlane is retiring in accordance with the Company’s
Constitution and, being eligible, offers himself for re-election asa Director.

3. Adoption of the Remuneration Report
To adopt the Remuneration Report for the year ended
30 September 2020.
The vote on this resolution is advisory only and does not bindthe Company.

4. Grant of Performance Rights to Mr S C 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 other purposes,
approval is given for the Company to grant to the Company’s

3This resolution is not endorsed by the Board.
To consider and, if thought fit, to pass the following resolution asa special resolution:“Insert into the Constitution in clause 13 ‘Meetings of members’ thefollowing new sub-clause 13.5A ‘Advisory resolutions’: “The Company
in general meeting may by ordinary resolution express an opinion orrequest information about the way in which a power of the Company
partially or exclusively vested in the Directors has been or should be
exercised. Such a resolution must relate to a material risk identified by
the Directors or the Company and cannot advocate action that would
violate any law or relate to any personal claim or grievance. Sucha resolution is advisory only and does not bind the Directors or
the Company.” ”
Note: for item 5 to be passed as a special resolution, at least 75% of thevotes cast by shareholders entitled to vote on the resolution must be
in favour of the resolution. If item 5 is not passed, the Chairman of the
Meeting will not put the resolution proposed in item 6 to the Meeting.
The Board recommends that shareholders vote against item 5 for thereasons set out in the Explanatory Notes to this Notice of Meeting.
The Chairman of the Meeting intends to vote undirected proxies
against item 5.

6. Resolution requisitioned by members –transition planning disclosure (conditional item)

Voting restrictions for item 4 (grant of
Performance Rights to Mr S C Elliott)

Condition for item 6: This resolution will only be put to the Meeting if
at least 75% of the votes validly cast on item 5 are for that resolution.

Item 4 is also a resolution connected directly with the remunerationof a member of the KMP, namely, Mr Elliott.

The following proposed resolution has been requisitioned under section
249N of the Corporations Act by a group of shareholders holding
approximately 0.01% of the Company’s ordinary shares on issue.

In accordance with the ASX Listing Rules, the Company will disregard
any votes cast in favour of the resolution in item 4 by or on behalf of:This resolution is not endorsed by the Board.
Subject to and conditional upon the resolution in item 5 (Amendment
to the Constitution) being passed as a special resolution, to consider
and, if thought fit, to pass the following resolution as an ordinary
resolution:“Shareholders request the Company disclose, in subsequent annual
reporting, strategies and targets to reduce exposure to fossil fuel (oil,gas, coal) assets in line with the climate goals of the Paris Agreement,
including the elimination of exposure to thermal coal in OECD countries
by no later than 2030.”
The Board recommends that shareholders vote against item 6 for thereasons set out in the Explanatory Notes to this Notice of Meeting.
The Chairman of the Meeting intends to vote undirected proxies
against item 6.

Voting restrictions
Voting restrictions for item 3 (adoptionof the Remuneration Report)
The Corporations Act restricts Key Management Personnel (KMP) and theirclosely related parties from voting on the resolution proposed in item 3.
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 a member of the KMP.
Any votes cast in any capacity (e.g. as a shareholder, proxy or corporate
representative) on the proposed resolution in item 3 by or 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 item 3 by any other membersof the KMP (and their closely related parties) will also be disregarded.

• Mr Elliott (being the only director eligible to participate in the ANZ
Share Option Plan); or• an associate of Mr Elliott.
However, this does not apply to a vote cast in favour of theresolution by:• a person as proxy or attorney for a person who is entitled to voteon the resolution, in accordance with directions given to the proxyor attorney to vote on the resolution in that way; or• the chair of the meeting as proxy or attorney for a person who isentitled to vote on the resolution, in accordance with a direction
given to the chair to vote on the resolution as the chair decides; or• a holder acting solely in a nominee, trustee, custodial or otherfiduciary capacity on behalf of a beneficiary provided the following
conditions are met:
– the beneficiary provides written confirmation to the holder thatthe beneficiary is not excluded from voting, and is not an associateof a person excluded from voting, on the resolution; and– the holder votes on the resolution in accordance with directions
given by the beneficiary to the holder to vote in that way.
In addition, in accordance with the Corporations Act, the Company will
disregard any votes cast on the resolution in item 4 as a proxy, by: (i) amember of the KMP at the date of the meeting or (ii) a closely related
party of such a member, unless the vote is cast:• on behalf of a person entitled to vote in accordance with a direction
on the proxy appointment specifying the way the proxy is to vote on
the resolution; or• by the person who is the chair of the meeting and the proxyappointment expressly authorises the chair to exercise the proxyeven if the resolution is connected directly or indirectly with the
remuneration of a member of the KMP.
The Chairman of the Company, as chair of the Meeting, intends tovote undirected proxies (where appropriately authorised) in favourof item 4.

However, the Company will not disregard the votes as a result of theserestrictions if cast:• on behalf of a person entitled to vote in accordance with a direction
on the proxy appointment specifying the way the proxy is to vote on
the resolution; or• by the person who is the chair of the meeting and the proxyappointment expressly authorises the chair to exercise the proxyeven if the resolution is connected directly or indirectly with the
remuneration of a member of the KMP.
The Chairman of the Company, as chair of the Meeting, intends to voteundirected proxies (where appropriately authorised) in favour of item 3.

ANZ 2020 Notice of Meeting4Associates
The Voting Restrictions for item 5 apply to “associates” of Mr Elliott.
The applicable definitions of “associate” are set out in the Corporations
Act and ASX Listing Rules. Shareholders who are “associates” subject
to the Voting Restrictions and who intend to attend and cast a voteat the Meeting, should inform 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) havequestions 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).

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 the Company’s shares at 7:00pm (AEDT)
on Monday, 14 December 2020.
Holders of the Company’s ordinary shares may vote on all items ofbusiness, subject to the Voting Restrictions described previously.

Undirected proxies
The Chairman of the Meeting intends to vote undirected proxies(where he has been appropriately authorised, having regard to the
Voting Restrictions described previously) in favour of items 2, 3 and 4,
and against items 5 and 6 (where item 6 is put to the Meeting).

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

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 electronicallyto the Company’s Share Registrar by visiting investorvote.com.au,
and Intermediary Online subscribers only (custodians) should visit
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.
For more information concerning the appointment of proxies andthe addresses to which Proxy Forms may be sent, please refer to the
Proxy Form.

Voting by attorney
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 previously
for the receipt of proxy appointments at least 48 hours before thecommencement 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 ofsection 250D of the Corporations Act. Evidence of his or her appointment,
including any authority under which it is signed, will need to be provided
to the Company’s Share Registrar prior to the Meeting unless it has been
given previously to the Company.
By Order of the Board

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 eachproxy 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 copies of those authorities):

Simon Pordage, Company Secretary
Melbourne

Australia

United Kingdom

13 November 2020

ANZ Share Registrar
GPO Box 242
Melbourne
Victoria 3001
Australia

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

ANZ Share Registrar
Yarra Falls
452 Johnston Street
Abbotsford Victoria 3067
Australia

5

New Zealand
ANZ Share Registrar
Private Bag 92119
Auckland 1142
New ZealandExplanatory notes
Item 1
Annual reports
A copy of the Company’s 2020 Annual Report, including the Financial
Report and the Reports of the Directors and of the Auditor for the year
ended 30 September 2020, can be found on the Company’s website atanz.com/annualreport.

Relevant Former Directorships held in last three
years include
Former Director: OneMarket Limited (2018-2019), Westfield Corporation
Limited (2014-2018), Human Rights Law Centre Ltd (2012-2017)
and Treasury Corporation of New South Wales (2013-2017).
Former Fellow: Senate of the University of Sydney (2015-2019).

As a shareholder you may elect to receive by mail, free of charge, theCompany’s 2020 Annual Report (which includes detailed financial
statements and reports) or the 2020 Annual Review (a non-statutory
document covering key performance areas, financial information,
remuneration details and corporate responsibility). If you would likea hard copy of either document, please contact the Company’s Share
Registrar, Computershare.

Age: 66 years. Residence: Sydney, Australia.

The Company mails a copy of the Annual Report or the Annual Review
as applicable (when they are released each year) only to thoseshareholders who have made an election to receive them.

Mr John Thomas Macfarlane
BCom, MCom (Hons)

Item 2Re-election of Board Endorsed candidates
The Board endorsed candidates standing for re-election as Directors,
and their details follow.
Ms Atlas and Mr McFarlane are retiring in accordance with theCompany’s Constitution and offer themselves for re-election.

Item 2 (a)To re-elect Ms I R Atlas, AO
Ms Ilana Rachel Atlas, AO
BJuris (Hons), LLB (Hons), LLM
Independent Non-Executive Director, appointed as a Director in
September 2014. Ilana is Chair of the Human Resources Committee
and is a member of the Audit Committee, Ethics, Environment,
Social and Governance Committee and the Nomination and Board
Operations Committee.
CareerIlana brings a strong financial services background and legal experienceto the Board. Ilana was a partner at law firm Mallesons Stephen Jaques(now King & Wood Mallesons), where in addition to her practice incorporate law, she held a number of management roles in the firm
including Executive Partner, People and Information, and Managing
Partner. She also worked at Westpac for 10 years, where her roles
included Group Secretary and General Counsel and Group Executive,
People, where she was responsible for human resources, corporate
affairs and sustainability. Ilana has a strong commitment to thecommunity, in particular the arts and education.
Relevant Other Directorships
Chairman: Coca-Cola Amatil Limited (from 2017, Director from 2011)
and Jawun (from 2017, Director from 2014).
Director: Paul Ramsay Foundation (from 2017). Ilana will also becomea Director of Origin Energy Limited in February 2021.

Board Recommendation: The Board (excluding Ms Atlas becauseof her interest) endorses the re-election of Ms Atlas as a Director.

Item 2 (b)To re-elect Mr J T Macfarlane

Independent Non-Executive Director, appointed as a Director in
May 2014. John is a member of the Audit Committee, Risk Committee,
Digital Business and Technology Committee and Nomination and
Board Operations Committee.
CareerJohn is one of Australia’s most experienced international bankers having
previously served as Executive Chairman of Deutsche Bank Australia and
New Zealand, and CEO of Deutsche Bank Australia. John has also worked
in the USA, Japan and PNG, and brings to the Board a depth of banking
experience in ANZ’s key markets in Australia, New Zealand and the Asia
Pacific. He is committed to community health, and is a Director of the
Aikenhead Centre of Medical Discovery Limited (from 2016).
Relevant Other Directorships
Director: Colmac Group Pty Ltd (from 2014), AGInvest Holdings Limited(MyFarm Limited) (from 2014, Chairman 2014-2016), Balmoral Pastoral
Investments (from 2017) and L1 Long Short Fund (from 2018).
Relevant Former Directorships held in last three
years include
Former Director: St Vincent’s Institute of Medical Research(2008-2019) and Craigs Investment Partners Limited (2013-2020).
Age: 60 years. Residence: Melbourne, Australia.
Board Recommendation: The Board (excluding Mr Macfarlane
because of his interest) endorses the re-election of Mr Macfarlane
as a Director.

Item 3Adoption of the Remuneration Report
As 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 the Company’s Directors and mostsenior executives;

Member: Panel of Adara Partners (from 2015).

ANZ 2020 Notice of Meeting6• a description of the relationship between the remuneration policy
and the Company’s performance; andMr Elliott’s entitlement to the Performance Rights and to any shares/cash
equivalent payment will be subject to:• remuneration details for key management personnel (including the
Directors of the Company) for the period ended 30 September 2020.

• the Board’s on-going discretion to adjust downward (including tozero) the number of Performance Rights if the Board considers sucha reduction to be necessary or appropriate (see further below); andThe Remuneration Report, which is part of the 2020 Annual Report, canbe found on the Company’s website at anz.com/annualreport or can beobtained by contacting the Company’s Share Registrar, Computershare.
Board 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 performanceand competitive with the external market. On this basis, the Board
recommends that shareholders eligible to do so vote in favour of item 3.

Item 4
Grant of Performance Rights to Mr S C Elliott
The Company is asking shareholders to approve the proposed grant of
Performance Rights to the Company’s Chief Executive Officer (CEO) and
Executive Director, Mr Shayne Elliott, under the ANZ Share Option Planon the terms and conditions set out below. The proposed grant is partof Mr Elliott’s variable remuneration.
For the 2020 grant, Mr Elliott’s Long Term Variable Remuneration (LTVR)
will be delivered as two tranches of Performance Rights with forward
looking performance hurdles where:• 75% will be measured against the Total Shareholder Return (TSR)of the Select Financial Services comparator group (Tranche 1); and• 25% will be measured against Absolute Compound Annual Growth
Rate (CAGR) TSR (Tranche 2).
At a glance:• Long Term Variable Remuneration (LTVR), in the form of Performance
Rights, with a current face value of A$3,500,000 at full vesting(A$1,750,000 at threshold vesting);• the Performance Rights will be granted in two tranches:– for Tranche 1, the performance condition is based on ANZ’s TSR
performance compared against a set comparator group with nil
vesting below median, 50% vesting at median (i.e. threshold), andincreasing to 100% vesting at the 75th percentile of the relevant
comparator group; and– 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 8.5%, 50% vesting at 8.5% (threshold), and increasing
to 100% vesting at 12.75%; and• performance is assessed at the end of a four-year performance period(with no retesting).
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 to meeting theapplicable performance conditions. To the extent the performance
conditions are met, the relevant number of Performance Rights willvest on the fourth anniversary of grant (Vesting Date). Upon vesting
the Board will determine whether to settle the Performance Rights
with ANZ shares or by payment of a cash equivalent amount.

7• the rules concerning treatment on termination of employment
or on a change of control referred to below.
Mr Elliott will not be entitled to trade, transfer or otherwise deal in(including by entering into any hedging arrangements in respect of )any Performance Rights, or any entitlement to shares or cash equivalent
payment, prior to vesting.
If the Board determines to settle the Performance Rights in shareseach Performance Right entitles Mr Elliott to one ANZ ordinary share
which will rank equally with shares in the same class, subject to any
adjustments in accordance with the Listing Rules and the rules of
the Plan. Mr Elliott is not required to pay any amount on grant of the
Performance Rights, nor on vesting. The Performance Rights form
part of Mr Elliott’s “at risk” remuneration.
Performance Rights granted under the ANZ Share Option Plan do
not carry any dividend or voting rights.
If approval is obtained, it is the intention of the Board that the
Performance Rights will be granted to Mr Elliott on 16 December
2020 (but, in any event, not more than 12 months after the dateof this Annual General Meeting).

Grant value and calculation of the numberof Performance Rights to be granted
The Board believes that the proposed grant of Performance Rights
is an important part of Mr Elliott’s remuneration as it reinforces theCEO’s focus on achieving longer term strategic objectives and creating
long-term value for all stakeholders. The grant of Performance Rights
means that the actual value (if any) of shares Mr Elliott will receive fromthis grant is not determined until the end of the four-year performance
period, and will depend on the extent to which the two performance
conditions are achieved and the ANZ share price at the time of vesting.
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$3,500,000) by the Volume
Weighted Average Price (VWAP) of the Company’s ordinary shares
traded on the ASX in the five trading days up to and including 22
November 2020, which is the start of the Performance Period. The actual
number of Performance Rights to be granted is not known 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 as soon as practicable after the start of the Performance
Period, and will also be advised to shareholders at the 2020 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$18.00, then 145,833 Performance
Rights would be allocated to Mr Elliott for Tranche 1 and 48,611
Performance Rights for Tranche 2, summing to a total allocationof 194,444 Performance Rights.

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 toa TSR hurdle which ranks the TSR performance of the Company with
the TSR performance of the Select Financial Services comparator group.
The Select Financial Services comparator group includes the
Bank of 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 the dividends
and distributions on the relevant shares. The TSR is measured over a four
year performance period starting on 22 November 2020 and ending on
21 November 2024 (Performance Period). The proportion of the Tranche
1 Performance Rights that will become exercisable will depend on the
Company’s TSR relative to the TSR of the constituents in the comparatorgroup 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 company comparedto the TSR of the constituentsof the comparator group:

The percentage of
Performance Rights
which will vest is:

Does not reach the 50th percentile0%

Reaches or exceeds the 50th percentile

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

Reaches or exceeds the 75th percentile

100%

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 outlined below.
The Absolute CAGR TSR is measured over the same four-year
Performance Period that applies to Tranche 1. The proportion of theTranche 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 Compound Annual
Growth Rate TSR of the company:

The percentage of
Performance Rights
which will vest is:

Does not reach 8.5%0%Reaches 8.5%

50%

If the Absolute Compound Annual
Growth Rate TSR of the company:

The percentage of
Performance Rights
which will vest is:

Exceeds 8.5% but does notreach 12.75%

Progressive pro-rata
vesting between 50%
and 100% (on a straightline basis)

Reaches or exceeds 12.75%

100%

Board discretion
The Board also retains an on-going and absolute discretion to adjustat any time the number of Performance Rights granted to Mr Elliott
downwards (including to zero). This discretion may be exercised, forexample, where the Board considers this is necessary to protect thefinancial soundness of ANZ or to meet regulatory requirements, or there
has been a material failure of risk management or controls within ANZ.
Accordingly, before the scheduled vesting of any Performance Rights
the Board considers whether any malus/downward adjustment of
Performance Rights (or deferral of vesting for a further period or periods)
should be made.

Treatment on termination of employment
If:• Mr Elliott resigns prior to the Vesting Date the Performance Rights
will lapse;• Mr Elliott’s employment is terminated by the Company with notice,
except as set out below in relation to “good leaver” termination, allunvested Performance Rights as at the “full notice termination date”
will lapse;• Mr Elliott’s employment is terminated by the Company for misconduct
with notice, all unvested Performance Rights will lapse on cessationof employment. If Mr Elliott’s employment is terminated by theCompany for serious misconduct without notice, all Performance
Rights will lapse (whether or not the Performance Rights have vested),on cessation of employment; or• Mr Elliott ceases employment in circumstances of death or total
and permanent disability, the performance conditions will be
waived and all unvested Performance Rights will vest on cessation.
“Full notice termination date” means the date of cessation of employment or, if later, the date on
which cessation of employment would have occurred but for any payment made in lieu of notice.

In certain circumstances termination may be classified by the Board asa “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 the remainder of the Performance
Rights, representing the proportion of the Performance Period fromthe full notice termination date to 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. On vesting, theBoard may determine to settle the relevant Performance Rights witha cash equivalent payment, rather than with shares.

ANZ 2020 Notice of Meeting8Treatment on change of control
The Conditions of Grant will set out the treatment of the Performance
Rights on a change of control prior to the Vesting Date. Where a changeof control occurs, which includes a person acquiring a relevant interestin at least 50% of the Company’s ordinary shares as a result of a takeoverbid, or other similar event, the applicable performance conditions
applying to 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, and vesting will
only be determined by the extent to which the relevant performance
conditions are satisfied.
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.

Shareholders are referred to the 2020 Remuneration Report publishedin the Company’s 2020 Annual Report for further detailsof Mr Elliott’s remuneration.
As CEO and a director of the Company, and as approved by shareholders
at Annual General Meetings of the Company, Mr Elliott has been granted
a total of 731,780 Performance Rights under the ANZ Share Option Plan,as part of his remuneration as Long Term Variable Remuneration (LTVR),as follows:

Grant date

Number of
Performance
Rights granted

Overall
Performance
Rights outcome

17 Dec 151

159,573

21.8% vested and78.2% lapsed
0% vested and 100%
lapsed16 Dec 16

150,482

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.

19 Dec 17

143,294

19 Dec 18

110,365

Other information

17 Dec 19

168,066

By virtue of Listing Rule 10.14, the Company (as an ASX listed company)
must not permit any of the following persons to acquire equity securities
under an employee incentive scheme:

Total

731,780• a director of the Company (Listing Rule 10.14.1);• an associate of a director of the Company (Listing Rule 10.14.2); or• a person whose relationship with the Company or a person referred
to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion,
the acquisition should be approved by its shareholders,
unless it obtains the approval of its shareholders by ordinary resolution.
The proposed grant of Performance Rights to Mr Elliott, a directorof the Company, falls within Listing Rule 10.14.1 above and, therefore,
requires the approval of the Company’s shareholders under Listing Rule10.14. Mr Elliott is the only Director entitled to participate in the ANZ
Share Option Plan. No associate of any Director is entitled to participate.
Item 4 therefore seeks the required shareholder approval to the grant
under and for the purposes of Listing Rule 10.14.
If resolution in item 4 is passed, the Company will be able to proceedwith the grant as described in these explanatory notes.
In the event that shareholders do not approve the grant of Performance
Rights, the Performance Rights would not be granted and the Board
would review the feedback from shareholders to clearly understand
why the resolution was not supported. The Board sees LTVR as a very
important component of Mr Elliott’s total remuneration package, andthe Board would look to review the structure (each of the elements)of the CEO’s total remuneration package.
Mr Elliott’s current total remuneration package is comprised of:• Fixed remuneration of A$2,500,000 (inclusive of superannuation)
per annum;• Annual Variable Remuneration (AVR) of up to 150% of fixed
remuneration (maximum opportunity); and• Long Term Variable Remuneration (LTVR) of up to 140% of fixed
remuneration (face value at full vesting).

No amount was or is payable by Mr Elliott at grant or on vesting for theabove Performance Rights.
There is no loan scheme in relation to the Performance Rights (or theshares underlying them).
For the settlement of the Performance Rights on vesting, 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 securities issued under the ANZ Share Option Plan will
be published in the Company’s Annual Report relating to the period
in which they were issued, along with a statement that approval forthe issue was obtained under Listing Rule 10.14. Any additional persons
covered by Listing Rule 10.14 who become entitled to participate in anissue of securities under the ANZ Share Option Plan after the resolution
on item 4 is approved and who are not named in this Notice of Meeting
will not participate until approval is obtained under that Listing Rule.
Under section 200B of the Corporations Act, a company may only givea person a benefit in connection with their ceasing to hold a managerial
or executive office in the company or a related body corporate if it isapproved by shareholders under section 200E or an 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 theearly vesting of the Performance Rights as contemplated above orotherwise under the ANZ Share Option Plan.
Accordingly, shareholder approval is also sought for the purpose of
section 200E of the Corporations Act to allow vesting of Performance
Rights and settlement of them with shares or a cash equivalent payment
upon Mr Elliott ceasing employment, (as summarised under “Treatment
on termination of employment” above), including where to do so would
involve the giving of a “benefit” to Mr Elliott 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 4 in this Notice of Meeting.

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

9

To be confirmed
post Vesting Dates

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 that value are:

The same group of shareholders has also requested, under section
249P of the Corporations Act, that the Company provides statements
prepared by them to shareholders about these proposed resolutions.
The statements can be found in the Appendix to this Notice of Meeting.

• the number of Performance Rights held by Mr Elliott prior to cessationof employment;

By including these statements in this Notice of Meeting, the Company
does not make any representations as to the truth or accuracy of theircontents and disclaims all liability for them.

• the circumstances of or reasons for Mr Elliott’s cessation of
employment (see “Treatment on termination of employment” above);• the result of any pro rating on cessation of employment;• 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);• whether the Performance Rights are settled in ANZ shares or by
payment of a cash equivalent amount; and• the market price of ANZ shares on ASX on the date shares areprovided to Mr Elliott upon vesting of the Performance Rights or, if theBoard decides to settle the Performance Rights by payment of a cash
equivalent amount, in the five trading days up to (and including) thedate of vesting.
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 request fromthe 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
four-year period.
The Board also considers that obtaining shareholder approval toallow Performance Rights to vest upon Mr Elliott ceasing employment
in accordance with the Conditions of Grant, as described above,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 of item 4.

Item 5Resolution requisitioned by members – amendment
to the constitution (non-board endorsed item)
A group of shareholders holding approximately 0.01% of the Company’s
ordinary shares on issue has proposed resolutions under section 249N of
the Corporations Act. The Company has included those proposed
resolutions as items 5 and 6 in this Notice of Meeting.
The resolutions in items 5 and 6 are proposed by shareholders
understood by the Company to be associated with the group “Market
Forces”. The resolution proposed in item 5 is in the same form as one of
the resolutions proposed by shareholders at ANZ’s 2019 Annual General
Meeting which was not approved by shareholders at that meeting.

Reasons why the Board recommends thatshareholders vote against item 5
The resolution in item 5 is a proposal to amend the Company’s
Constitution to enable shareholders in general meeting, by non-binding
advisory resolution, to express an opinion or request information about
the way in which a power of the Company partially or exclusively vested
in the Directors has been or should be exercised if the matter relates toa material risk identified by the Directors or the Company. The resolution
in item 5 is proposed as a special resolution and, to be carried, must be
passed by at least 75% of the votes cast by shareholders entitled to voteon the resolution.
The Board respects the rights of shareholders. It does not, however,consider it appropriate to amend the Constitution to allow interest
groups to promote their agendas in this way, which they would not
be able to by law without the change. Shareholders have a numberof existing ways in which they can engage with the Company including
by asking or submitting questions at general meetings, by distributing
members’ statements under the Corporations Act and by choosing
whether to support the election of Directors and other resolutions
proposed at general meetings. The Company also has a variety ofexisting avenues whereby it seeks robust discussion and can gauge
differing opinions, including through regular engagement withretail and institutional shareholders. This constructive engagement
gives the Company important insights into perspectives on the
Company’s operations.
In addition, the statement provided in support of this resolution refers
to differences between shareholder rights in Australia and those in someother countries. The Board’s view is that if people believe non-binding
advisory resolutions should be allowed, the appropriate path is to ask
the Australian Government to change the law rather than to seek tochange the Constitution of individual companies.
Under the law and the Company’s Constitution, it is the Board’s
responsibility to manage the business of the Company. The Board
believes it would be inappropriate to allow interest groups to potentiallyqualify or compromise its stewardship in this way and assures its
shareholders it has fully considered the Company’s climate obligations.
If shareholders disagree with the direction the Company is taking,other options are already available to them, as set out above.
Board Recommendation: Having regard to the matters set out above,
the Board does not consider the proposed resolution to be in the bestinterests of the Company and its shareholders. Therefore, the Board
recommends that shareholders vote against item 5.

These resolutions are not endorsed by the Board.

ANZ 2020 Notice of Meeting

10

Item 6
Resolution requisitioned by members – transition
planning disclosure (conditional, non-board
endorsed item)
The same group of shareholders that proposed the resolution in item
5 has also proposed the resolution in item 6 in this Notice of Meeting.
The resolution is an advisory resolution.
The resolution is not endorsed by the Board.
The resolution in item 6 will be proposed to the Meeting only
if the resolution in item 5 is passed by the requisite majority.

Reasons why the Board recommends thatshareholders vote against item 6 if it is put
to the Meeting
Commitment to supporting energy transition
Your Board understands the impact – positive and negative – ourfinancing has on climate change. Through our lending decisions weseek to support companies and projects that are reducing emissions
and are resilient to a changing climate. We are confident we can dothis in parallel with supporting economic growth.
Our response to supporting the transition has evolved over time,
and to date we have made strong progress. In the last five years,
we have reduced our lending to thermal coal mining by almost
70% and increased our direct lending to renewables by around60%. Lower-carbon gas and renewable energy is now over 90%
of our direct lending to electricity generation projects.
Our new commitments on climate change
Our new Climate Change Statement focuses on three areas:
1. Helping our customers with their transition planning;
2. Supporting transitioning industries; and3. Reducing our own footprint.
More specifically, we will:• further reduce the carbon intensity of our electricity generation
lending portfolio by only directly financing gas and renewableprojects by 2030;• continue to support diversified customers, which means we will
no longer bank any new business customers with material2 thermal
coal exposures;• engage with existing customers who have more than 50% thermal
coal exposure3 to support their diversification plans. Where plans are
not already in place, we will expect specific, time bound and public
diversification strategies by 2025. We will cap limits to customers who
do not meet this expectation and over time, reduce our exposure4;• not directly finance any new coal-fired power plants or thermal
coal mines5, including expansions. Existing direct lending will
run off by 2030; and• only finance the construction of new large-scale office buildings
if they are highly energy efficient and being built to either at leasta NABERS6 5-star energy rating or 5-star Green Star Design rating(or equivalent international rating).
We also remain committed to maximising the financial opportunities
available in the transition to a net zero emissions economy. We aredoing this by funding and facilitating at least $50 billion by 2025 tohelp our customers reduce their impact on the environment. ANZ
will also ensure that $1 billion of this $50 billion target is allocatedto disaster resilience. For example, we will allocate capital to fund or
facilitate resilience initiatives for weather related events, or to build
resilience against non-weather related disasters such as pandemics.
In 2021/22 we will seek to enhance our response to climate-relatedrisks and opportunities through steps including:• stress testing of customer segments to align with regulatory guidanceon climate-related risk governance. For example, we will extend ouranalysis of flood-related risks to incorporate bushfire and other risks
relating to home mortgage customers;• continuing to encourage 100 of our largest emitting customers
to develop and disclose their transition plans;• developing an enhanced climate risk management framework thatstrengthens our governance and anticipates potential climate-related
impacts and regulatory requirements; and• progressing further towards our target of using 100% renewableelectricity for our operations by 2025.
How ANZ is working with its large business customers
Our business customers have an important role in supporting thetransition to net zero emissions. That is why we work with our largest
business customers to understand their climate-related risks andopportunities, and encourage their transition planning. We are working
to ensure that climate risk becomes a part of our everyday client
engagement. We expect our large business customers to have specific,
time bound and public transition plans. We also recognise the needto support the development of new industries and innovative businessmodels that will aid the transition.
Disclosure
ANZ is among the banking sector’s carbon reporting leaders, each year
expanding and improving disclosure.
ANZ was the first Australian bank to report under the Financial Stability
Board’s Taskforce on Climate-related Financial Disclosures’ framework, orthe ‘TCFD’. This year we have provided more information about how ourfinancing is supporting the achievement of the Paris goals. This involves
the disclosure of better metrics so the emissions impact of our financing
can be more clearly tracked. We began this updated reporting in 2020
starting with commercial property and power generation. In 2021,
targets will be mapped out to 2030 to reduce the financed emissionsof both sectors.

2. More than 10% revenue, installed capacity or generation from thermal coal. 3. We will progressively reduce the 50% threshold so that by 2030 we will seek a diversification strategy from mining,transport and power generating customers with more than 25% thermal coal exposures. 4. We will continue to provide rehabilitation bonds for those existing customers with some thermal coal exposure
to ensure their responsibilities with exiting mine sites are fulfilled, and transaction banking/markets 3-day settlement limits. 5. These are mines whose reserves or production are at least 35% thermal coal.
6. NABERS (National Australian Built Environment Rating System) is a rating system measuring the environmental performance of Australian buildings, tenancies and homes, e.g. energy efficiency, water
usage, waste management and indoor environment quality.

11

Investor groups and the leading global environment, social andgovernance (ESG) assessment have found your bank to be:• an ASX ESG reporting leader: the Australian Council of Superannuation
Investors;• “industry best” on climate strategy, with three others within our sector
globally: Dow Jones Sustainability Index; and• sole Australian bank to have achieved “Leadership” ranking in the 2018and 2019 Carbon Disclosure Project Climate Survey, the benchmark
assessment of corporate carbon management.
Transition challenges
The Board understands greater emissions reduction ambition must
be balanced with the need for reliable and affordable energy.
Your Board also understands that some of ANZ’s stakeholders view ourfinancing of fossil fuel industries as a material risk and in direct conflictwith our stated position on the need to reduce greenhouse gas
emissions.
We confirm that we have acted on this concern. Specifically, we havenot directly financed any new coal-fired power stations since 2015 andhave reduced our thermal coal mining lending by almost 70% over thesame period.
As Australia moves gradually to rebalance its energy mix other sourcesof energy must take thermal coal’s place, which currently provides
about 56% of Australia’s electricity needs.7 The rebalanced energy mix
will include renewables, to which we have a significant and growing
exposure, and gas. Gas has been especially important in supporting the
rapid integration of intermittent solar and wind projects into Australia’s
main electricity grids. The International Energy Agency (IEA) has foundthat coal-to-gas switching has saved around 500 million tonnes of CO2.
The effect of this switching was found by the IEA to be equivalent to“putting an extra 200 million EVs running on zero-carbon electricity
on the road over the same period”.8
Social transition risk
As noted above, around 56% of Australia’s electricity currently comesfrom coal-fired power stations, and many communities, particularly
in regional areas, are reliant on the industry for employment. Coalalso remains one of Australia’s leading exports. ANZ believes that all
stakeholders in the transition to lower emissions should give carefulconsideration to the impacts on affected communities. Power prices
in Australia increased significantly in the decade to 2019 due to a range
of factors. This has added to cost pressures faced by businesses andconsumers though we note that prices have stabilised more recently.
Employment opportunities have been created by the transition but
some communities, particularly in regional areas reliant on the coalindustry for employment, may suffer significant social and economic
costs if the transition is not appropriately managed.

In seeking to support the shift to a net zero emissions economy, ANZ
intends to do so in a manner that supports new economic opportunities
and helps people and communities thrive. We are keen to seek to ensurethat the risk of any sudden shocks are minimised and that communities
are not “left behind”.
This is one of the reasons why for the past two years, ANZ has sought
long term, publicly available transition plans from our major emitting
customers. We believe that this information is crucial in helping
communities and governments anticipate and adjust to changeover time. ANZ expects its customers with large coal-fired power
plants to provide at least three years’ advance notice of closuresand engage with all their stakeholders to minimise the impact on
their workers, local communities and downstream energy users.
How we are placedYour Board does not believe that ANZ is “lagging” its competitors, nordoes it believe that ANZ is exposing itself or shareholders to “needlessclimate-related financial risk”. The assertions in the resolution that
“ANZ remains an active investor (sic) in an expanding fossil fuel sector”
and that we provide only “superficial” disclosures on our approachto managing climate-related risks, are not supported by the facts.
The facts are:Thermal coal mining
Since 2015 we have reduced our lending exposures by almost 70%.
The rate of reduction we have achieved over the last five years is
consistent with Paris-aligned scenarios.
At the end of FY20 our thermal coal mining exposures represented
less than 0.1% of our total loanbook. There has been a downward
trend in this indicator over recent years.
Our strengthened commitments outlined in our new Climate ChangeStatement will ensure that our exposures across the thermal coal value
chain will continue to decline. This includes exiting all directly financed
thermal coal mines by 2030.
Power generation
In our direct lending to power generation:• Almost 90% of this lending is for renewables projects – up from 60%
in FY15.
• The weighted average emissions intensity of power generation
assets in our Australian direct lending is now 0.4tCO2/MWh at theend of FY20 – a reduction of almost 50% from when we started
monitoring this indicator. It is also considerably lower than theemissions intensity of Australia’s main electricity grids.

7. Australian Energy Update 2020, https://www.energy.gov.au/publications/australian-energy-update-2020 8. https://www.iea.org/reports/the-role-of-gas-in-todays-energy-transitions

ANZ 2020 Notice of Meeting

12Oil and Gas
Our upstream oil and gas exposures have remained relatively
static between 2015-2020 – ranging between $7.0-$8.6 billion.
Climate-related disclosures
ANZ does not agree with the proponents’ suggestion that our
climate-related disclosures are “superficial” and lag those of ourmajor competitors.
ANZ has been responsive to changing stakeholder expectations andhas increased transparency around our exposures to high carbon sectorsof the economy such as the fossil fuel sector. One example was our
move in 2019 to provide a breakdown of our exposure to thermal
and metallurgical coal mining customers, that we continue to provide.
Another example was our disclosure of the weighted emissions intensityof electricity generation for our direct lending.
Most recently we have responded to the TCFD recommendations forthe banking sector that we should provide a breakdown of our credit
exposure by industry, credit quality and average tenor. We also report
the amount and percentage of carbon related assets relative to our
total assets.
We have been reporting our progress towards the achievementof sustainable finance targets since 2015, and also prepare regulardisclosures outlining the impacts of our Green and Sustainability Bonds.
Starting from 2021 we will be reporting our progress in meeting
further targets designed to mitigate climate risks. This will include theestablishment of emission reduction targets for our power generationand commercial building loanbooks. We will also report our progressin exiting all our directly financed coal-fired power stations and thermal
coal mines.
We believe our disclosures have provided useful information for our
stakeholders to evaluate whether we have done what we said we would
do. As the only major Australian bank to receive a Leadership ranking forthe past two years from the global benchmark Carbon Disclosure Projectfor our reporting we believe our strong track record is widely recognised.
Board recommendation: Having regard to the matters set out above,
the Board does not consider the proposed resolution to be in the bestinterests of the Company and its shareholders. Therefore, the Board
recommends that shareholders eligible to do so vote against item 6.

Appendix – supporting statements provided
by Market Forces
The statements which follow for items 5 and 6 were provided by
the shareholders who proposed the resolutions in items 5 and 6. The
statements are not endorsed by the Board. The Board recommends
that shareholders vote against item 5 and, if put to the Meeting, item 6.

Item 5
Amendment to Constitution
Shareholder resolutions are a healthy part of corporate democracy
in many jurisdictions other than Australia. For example, in the UK
shareholders can consider resolutions seeking to explicitly direct the
conduct of the board. In the US, New Zealand and Canada shareholders
can consider resolutions seeking to advise their board as to how it
should act. As a matter of practice, typically, unless the board permits it,
Australian shareholders cannot follow the example of their UK, US,
New Zealand or Canadian cousins in this respect.
A Board of Directors is a steward for shareholders and accountability
for the discharge of that stewardship is essential to long-term
corporate prosperity.
In rare situations the appropriate course of action for shareholders
dissatisfied with the conduct of board members is to seek to remove
them. But in many situations such a personality-focused approach is
unproductive and unwarranted. In those situations a better course ofaction is to formally and publicly allow shareholders the opportunity
at shareholder meetings such as the AGM to alert board members thatthe shareholders seek more information or favour a particular approachto corporate policy.
The Constitution of ANZ is not conducive to the rights of shareholders
to place resolutions on the agenda of a shareholder meeting.
In our view, this is contrary to the long-term interests of ANZ,
the ANZ board and all ANZ shareholders.
Passage of this resolution – to amend the ANZ constitution – will
simply put the company in a similar position in regard to shareholder
resolutions as any listed company in the UK, US, Canada or New Zealand.
We encourage shareholders to vote in favour of this resolution.

Item 6
Transition Planning Disclosure
Despite committing to support the climate goals of the Paris
Agreement, ANZ has failed to align its investment practices orpolicies with these goals.
ANZ must disclose strategies and targets to reduce exposure tofossil fuels in line with the climate goals of the Paris Agreement,
or risk exposing itself and shareholders to needless climate-related
financial risk.

13

ANZ being left behind
Signed by 197 nations, the Paris Agreement aims to limit “the increase in
the global average temperature to well below 2°c above pre-industrial
levels and pursuing efforts to limit the temperature increase to 1.5°C.”9
Major financial institutions have called for action to reduce emissions
in line with the Paris climate goals. Signed by 631 investors representing
over US$37 trillion in assets, the Global Investor Statement toGovernments on Climate Change requests governments “phase out
thermal coal power worldwide by set deadlines.”10 Its accompanying
Briefing Paper clarifies these deadlines, including the elimination ofcoal power in OECD countries by no later than 2030.11
Commonwealth Bank has committed to “reduce our exposures tothermal coal mining and coal fired power generation, with the view toexiting the sector by 2030”.12 Regarding thermal coal, Westpac has also
committed to “reduce its exposure to zero by 2030”.13 Similarly, Suncorp
and QBE will no longer insure new thermal coal projects, and will phaseout all exposure to thermal coal by 2025 and 2030 respectively. 14, 15
A Paris-aligned energy transition also requires significant declines
in oil and gas use. The IPCC’s Special Report on Global Warming of
1.5°C demonstrates that the role of gas for primary energy must
decline globally by 25% by 2030 (from a 2010 baseline), with oil’srole in primary energy falling 37% over the same time frame.16
Suncorp became the first insurer to rule out underwriting new oil
and gas production assets in August 2020, committing to “not directly
invest in, finance or underwrite...new oil and gas exploration or
production” and will phase out underwriting for the sector by 2025
and direct investment by 2040.17
ANZ increasingly exposed to fossil fuels
Despite the rapid declines in fossil fuel use required for a Paris-aligned
transition, our company’s loan book fails to reflect this trend. ANZ
has repeatedly stated it expects its coal exposure to decline moving
forward.18, 19 However, our reported exposure at default (EAD) to coalmining increased 27% from $1.1 billion to $1.4 billion from FY17 to
FY18 and a further 7% to $1.5 billion from FY18 to FY19. ANZ’s reported
EAD to oil and gas has increased each year since FY16; from $17.7 billion
in FY16, to $18 billion in FY17, to $18.4 billion in FY18, to $19.9 billion
in FY19.20
According to 25 leading scientists at Australian universities, theParis Agreement means “the time has passed for any new fossil fuelinfrastructure”,21 yet ANZ continues to finance exactly that. In December
2018, ANZ participated in a $600 million loan to New Hope Coal, whichwas “sufficient for the Company to also fund its medium term growth
projects including New Acland Stage 3.22, 23

In October 2019, ANZ loaned US$100 million to Woodside Energy for
purposes including its proposed Pluto 2 LNG project, which would
process gas from Woodside’s proposed Scarborough field. Estimatedlifetime C02-e emissions from Scarborough are 878 million tonnes,24
equivalent to 165% of Australia’s 2019 emissions.25
ANZ also funds companies whose plans to significantly increase fossil
fuel production are entirely inconsistent with the Paris climate goals,
such as:• Beach Energy, which plans to spend AU$4 billion to increase
production by around 50% over the next 5 years,26 Santos,
Woodside, Oil Search, Origin Energy, BHP, Total and Shell, whose
capital expenditure plans have been found to be incompatible
with a Paris-aligned warming outcome,27 and• Yancoal Australia and New Hope, which justify their expansion
plans with demand projections consistent with 4°C of warming
by 2100.28, 29, 30
Financial risks and regulatory scrutiny
The TCFD recommends: “Banks should provide the metrics used toassess the impact of (transition and physical) climate-related risks
on their lending and other financial intermediary business activities
in the short, medium, and long term.”31
The TCFD also states: “Organizations should describe their key climaterelated targets... in line with anticipated regulatory requirements ormarket constraints or other goals.32
ANZ welcomed the TCFD recommendations in 2017.33 However, after
three years, shareholders have been provided with only superficial
information. Our company has disclosed no targets to demonstrate
management of the risks posed by its loan book exposure to climatechange transition risks.34 ANZ is lagging all major competitors in thisregard, as Commonwealth Bank, Westpac and NAB have each disclosed
targets to phase out some fossil fuel exposures.
Investor support required
Despite its stated support for the Paris Agreement, ANZ remains anactive investor in an expanding fossil fuel sector, further exposing
shareholders to financial risks associated with the economic transition
required to meet the Paris climate goals.
We urge shareholders to vote in favour of this resolution, and expect
the many institutional investors already outspoken on this issue tooffer their support.

9. https://unfccc.int/sites/default/files/english_paris_agreement.pdf, art 2(1)(a) 10. https://theinvestoragenda.org/focus-areas/policy-advocacy/ 11. https://theinvestoragenda.org/wp-content/
uploads/2019/06/GISGCC-briefing-paper-FINAL.pdf 12. https://www.commbank.com.au/content/dam/commbank/about-us/download-printed-forms/environment-and-social-framework.
pdf 13. https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/sustainability/WBC-climate-change-position-statement-2023.pdf 14. https://www.suncorpgroup.com.au/
corporate-responsibility/sustainable-growth/responsible-banking-insurance-investing 15. http://qbe.com/media-centre/qbe-group-energy-policy 16. https://www.ipcc.ch/sr15/ 17. https://www.suncorpgroup.com.au/corporate-responsibility/sustainable-growth/responsible-banking-insurance-investing 18. https://www.marketforces.org.au/anz-doesnt-intend-for-coal-lendingto-increase 19. https://www.marketforces.org.au/anz-not-living-up-to-its-commitments 20. https://www.anz.com/content/dam/anzcom/shareholder/ANZ-2019-Climate-related-FinancialDisclosures.pdf (p.9) 21. https://www.smh.com.au/environment/climate-change/australia-s-chief-scientist-is-wrong-on-gas-say-leading-experts-20200824-p55oty.html 22. ‘(BFW) New HopeGets A$600m 5Y Loan for Bengalla From Five Lenders’, 15/01/2019, Bloomberg Professional 23. https://www.asx.com.au/asxpdf/20181126/pdf/440mzhd3y4r3hg.pdf 24. https://www.nopsema.gov.
au/assets/OPPs/A724553.pdf (Table 7-20) 25. https://www.industry.gov.au/sites/default/ files/2020-05/nggi-quarterly-update-dec-2019.pdf 26. https://www.beachenergy.com.au/wp-content/
uploads/2019/08/ASX-Release-27-Beach-Energy-FY19-Full-Year-Results-Presentation.pdf, 6 27. https://www.carbontracker.org/wp-content/uploads/2019/09/CTI_Breaking_the_Habit_Report_6.
pdf 28. https://www.asx.com.au/asxpdf/20200427/pdf/44h8xryfkgz2c0.pdf 29. https://www.asx.com.au/asxpdf/20200324/pdf/44gb7dp3h6m75y.pdf (pp.30-32) 30. https://www.fsb-tcfd.
org/wp-content/uploads/2017/06/FINAL-TCFD-Technical-Supplement-062917.pdf (p.17) 31. Ibid. 32. https://www.tcfdhub.org/metrics-and-targets/ 33. https://www.anz.com.au/about-us/
sustainability-framework/environmental-sustainability/climate-change/ 34. https://www.anz.com/content/dam/anzcom/shareholder/ANZ-2019-Climate-related-Financial-Disclosures.pdf

ANZ 2020 Notice of Meeting14

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