Notice of Meeting2008 Annual General Meeting

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

Notice is given that the 40th Annual General Meeting of Australia and
New Zealand Banking Group Limited will be held at the Sofitel Brisbane
Grand Central, Ballroom Le Grand, 249 Turbot Street, Brisbane,
Queensland on Thursday, 18 December 2008 at 10:00am (Brisbane time).

Business
1. ANNUAL REPORTS
To consider the Annual Report, Financial
Report and the Reports of the Directors andof the Auditor for the year ended 30
September 2008.

2. APPROVAL OF SECURITIES ISSUES
To consider and, if thought fit, to pass thefollowing resolution as an ordinary
resolution:“That for the purposes of ASX Listing Rules
7.1 and 7.4, the issue or intended issue of
securities by the Company, as more fully
described in the Explanatory Notes whichaccompany the Notice convening the 2008
Annual General Meeting, be approved.”
Voting Restrictions for item 2
The Company will disregard any votes caston item 2 by a person who:		participated in an issue of equity
securities referred to in item 2 or theirassociates; or		will participate in an issue of equity
securities referred to in item 2 (and aperson who might obtain a benefit inrespect of a proposed issue of equity
securities, except a benefit solely in thecapacity of a holder of ordinary shares,
if the resolution is passed) or theirrespective associates.
However, the Company will not disregard
a vote if:it is cast by a person as proxy for ashareholder who is entitled to vote, in
accordance with the directions on theproxy form; or		it is cast by the person chairing theMeeting as proxy for a shareholder who
is entitled to vote, in accordance with adirection on the proxy form to vote as theproxy decides.
ASX has granted a waiver from ASX Listing
Rule 14.11.1 to the extent necessary topermit the Company to count votes cast on
item 2 by persons who are acting solely ina fiduciary, nominee or custodial capacity(Nominee Holders) on behalf of beneficiaries

who did not participate and will notparticipate in an issue of equity securities
referred to in item 2. The waiver is subject tothe following conditions:		the beneficiaries provide written
confirmation to the Nominee Holders
that they did not participate or will notparticipate in the relevant issue of equity
securities (and are not a person who
might obtain a benefit, except a benefit
solely in the capacity of a holder ofordinary shares), nor are they an associateof such a person;		the beneficiaries direct the Nominee
Holders to vote for or against theresolution; and		the Nominee Holders do not exercise
discretion in casting a vote on behalf ofthe beneficiaries.

3. ADOPTION OF THE REMUNERATIONREPORT
To adopt the Remuneration Report for theyear ended 30 September 2008.
The vote on this resolution is advisory only.
1Notice of Meeting

4. GRANT OF OPTIONS TO
MR MICHAEL SMITH
To consider and, if thought fit, to pass thefollowing resolution as an ordinary resolution:“That approval be given for the grant of
700,000 Options to Mr Michael Smith, theManaging Director and Chief Executive
Officer of the Company, on the terms
described in the Explanatory Notes whichaccompany the Notice convening the 2008
Annual General Meeting.”

5. INCREASE IN NON-EXECUTIVEDIRECTORS’ FEE CAP
To consider and, if thought fit, to pass thefollowing resolution as an ordinary resolution:“That the maximum annual aggregate
amount of remuneration (within the meaningof the Company’s Constitution) that
Non-Executive Directors are entitled to be
paid for their services as Directors out of thefunds of the Company under rule 10.2(a) of
the Constitution be increased by A$500,000
and fixed at A$3,500,000.”
Voting Restrictions for items 4 and 5
The Company will disregard any votes caston items 4 or 5 by a Director or any associateof a Director. However, the Company will not
disregard a vote if:		it is cast by a person as proxy for ashareholder who is entitled to vote, in
accordance with the directions on theproxy form; or		it is cast by the person chairing theMeeting as proxy for a shareholder who
is entitled to vote, in accordance with adirection on the proxy form to vote as theproxy decides.

6. ELECTION OF DIRECTORS(a) To elect a Director – Mr R.J. Reeves
Mr Reeves, being eligible, offers himself
for election.
(b) To elect a Director – Mr P.A.F. Hay
Mr Hay, having been appointed by the Board
since the date of the 2007 Annual General
Meeting, retires in accordance with theCompany’s Constitution and, being eligible,
offers himself for election.
(c) To re-elect a Director – Mr C.B. Goode
Mr Goode retires in accordance with theCompany’s Constitution and, being eligible,
offers himself for re-election.
(d) To elect a Director – Ms A.M. Watkins
Ms Watkins, having been appointed by the
Board since the date of the 2007 Annual
General Meeting, retires in accordance with
the Company’s Constitution and, being
eligible, offers herself for election.
2

Undirected Proxies
Where permitted, the Chairman of the
Meeting in respect of each item of businessintends to vote undirected proxies infavour of each item except the election of
Mr Reeves, where he/she intends to voteagainst Mr Reeves’ election.

Entitlement to Attend and Vote
The Board has determined that, for the
purposes of the Meeting (including voting at
the Meeting), shareholders are those
persons who are the registered holders ofordinary shares at 7.00pm (Melbourne time)on Tuesday, 16 December 2008.
Holders of preference shares, including ANZ
Convertible Preference Shares, are entitled toattend the Meeting but are not entitled to vote.

Voting by Proxy
A shareholder who is entitled to attend andcast 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 isappointed as a proxy, it must ensure that it
appoints a corporate representative inaccordance with section 250D of the
Corporations Act to exercise its powers as
proxy at the Meeting.
A shareholder who is entitled to cast 2 ormore votes may appoint up to 2 proxies andmay specify the proportion or number ofvotes each proxy is appointed to exercise.
The following addresses are specified for the
purposes of receipt of proxy appointments
and any authorities under which proxyappointments are signed (or certified copiesof those authorities):
Australia
ANZ Share Registrar
GPO Box 242
Melbourne
Victoria 3001
Australia
United Kingdom
ANZ Share Registrar
PO Box 82
The Pavilions
Bridgwater Road
Bristol BS99 7NH
United Kingdom

Shareholders may also submit their proxy
instructions electronically to the Company’s
Share Registrar by visiting www.investorvote.
com.au.
To be effective, a proxy appointment and,if the proxy appointment is signed by theshareholder’s attorney, the authority underwhich the appointment is signed (or acertified copy of the authority) must be
received by the Company at least 48 hours
before the Meeting.
For more information concerning theappointment of proxies and the addresses towhich proxy forms may be sent, please referto the proxy form.

Voting by Attorney
A shareholder may appoint an attorney tovote on his/her behalf. For an appointment
to be effective for the Meeting, theinstrument effecting the appointment (or acertified copy of it) must be received by theCompany at its registered office or one of theaddresses listed above for the receipt ofproxy appointments at least 48 hours before
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 therequirements of section 250D of the
Corporations Act. The representative should
bring to the Meeting evidence of his or her
appointment, including any authority underwhich it is signed, unless it has previously
been given to the Company.

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

By Order of the Board

New Zealand
ANZ Share Registrar
Private Bag 92119
Auckland 1020
New Zealand

Bob Santamaria
Secretary
Melbourne
17 November 2008

Proxy appointments and any authorities
under which they are signed (or certified
copies of those authorities) may be sent by
fax to facsimile number 1800 783 447(within Australia) or (61 3) 9473 2555
(outside Australia).

2008 Annual General Meeting

Explanatory Notes
ITEM 1 ANNUAL REPORTS
A copy of the Company’s 2008 Annual
Report, including the Financial Report andthe Reports of the Directors and of the
Auditor for the year ended 30 September
2008, may be accessed by visiting theCompany’s website www.anz.com.
A shareholder may elect to receive by mail,free of charge, the Company’s Annual Report(which includes detailed financial
statements and reports) or the Shareholder
Review (a short form non-statutory
document covering key performance areas,
financial information and remuneration
details). Shareholders who wish to receive a
hard copy of either document should contact
the Company’s Share Registrar to obtain thenecessary election form.
The Company mails a copy of the Annual
Report or the Shareholder Review asapplicable (when they are released eachyear) only to those shareholders who havemade an election to receive it.

ITEM 2 APPROVAL OF
SECURITIES ISSUESIntroduction
ASX Listing Rule 7.1 imposes a limit on thenumber of equity securities (including
ordinary shares) that a company can issue or
agree to issue without shareholder approval.
Generally, a company may not, without
shareholder approval, issue in any 12 month
period, a number of equity securities which
is more than 15% of the number of fully paid
ordinary shares on issue 12 months before
the issue.
The number of equity securities that may be
issued by a company under ASX Listing Rule
7.1 without shareholder approval is not
impacted by equity securities which areissued under an exception contained in ASX
Listing Rule 7.2 or which have received
shareholder approval.
ASX Listing Rule 7.4 provides that an issue
by a company of equity securities madewithout shareholder approval under ASX
Listing Rule 7.1 is treated as having been
made with approval, if the issue did notbreach ASX Listing Rule 7.1 when made andthe company’s shareholders subsequently
approve it.

The Board has decided to seek shareholder
approval under ASX Listing Rules 7.1 and
7.4 for the issue of certain equity securities.
Approval is sought in respect of the following
which are referred to in total as the Securities:
		the issue of a total of 61,534,092
fully paid ordinary shares in respectof the underwriting of the balance of
the Company’s 2007 final dividendand 2008 interim dividend, which was
not reinvested by shareholders in the
Company’s dividend reinvestment plan
(DRP) or foregone by shareholders under
the Company’s bonus option plan (BOP);		the issue of 1,200 Convertible Notes and10,812,124 Convertible Preference Shares(each convertible in certain circumstances
into fully paid ordinary shares) in
September 2008; and		the proposed issue of fully paid ordinary
shares on or about 18 December 2008
pursuant to the underwriting of a specified
number of the Company’s ordinary shares
determined by reference to the balance of
the Company’s 2008 final dividend which
is not reinvested by shareholders in the
DRP or foregone by shareholders underthe BOP.
The Securities represent approximately 12%of the Company’s fully paid ordinary shareson issue as at 18 December 2007 (on thebasis that the Convertible Notes andConvertible Preference Shares are treated forthe purpose of ASX Listing Rule 7.1 as
91,041,168 fully paid ordinary shares, andassuming that 70,000,000 shares are issued
in relation to the underwriting of the 2008
final dividend).
Why are we seeking shareholder approval?
The Company’s capital base is critical to its
ability to manage its business. The Company
funds itself from various sources, including
deposits, borrowings in the debt capital
markets and equity capital. With the turmoil
in global credit markets, it is important for
the Company to have available to it accessto all forms of capital.

at the time of issue, could limit theCompany’s ability to take advantage ofopportunities that may arise to raise equity
capital. It should be noted that,
notwithstanding an approval byshareholders of the proposed resolution
relating to this item of business, any future
equity raisings will remain subject to the
15% limit set out in ASX Listing Rule 7.1.
No decision has been made by the Board
to undertake any further issue of equity
securities in the event that approval isreceived from shareholders in respect ofitem 2. The Board will only decide to issue
further equity securities if it considers it is in
the best interests of the Company to do so.
This may depend, among other things, on
the capital position of the Company,
conditions in domestic and international
capital markets and changes in theprudential regulation of the Company.
Details of the Securities issued or to beissued for which approval is being sought
under this item
The following information is provided inconnection with the approval under this itemsought from shareholders for the issue ofthe Securities. The Company confirms thatthe issue of the Securities at the relevanttimes did not breach ASX Listing Rule 7.1.
All of the shares issued were fully paid
ordinary shares, ranking equally in all
respects with the ordinary shares then on
issue. A description of the terms of theConvertible Notes and the Convertible
Preference Shares is set out below withfurther details included in information
lodged with ASX and available at www.asx.
com.au. The funds resulting from the issueof the Securities were, or will be, used forgeneral corporate purposes (unlessotherwise announced).
Details of the Securities for which approval
is sought under this item, the issue priceand the names of the allottees (or the basis
on which allottees were determined) are setout on the following page:The approval of shareholders is beingsought to provide the Company with the
maximum flexibility to undertake equity
raisings without the need for further
shareholder approval. The requirement toobtain shareholder approval for an issue,

3

Notice of Meeting4

Allottee

Date of issue

Number of Securities

Issue price per Security

UBS Nominees Pty Ltd in accordance with
the Underwriting Agreement dated 25
October 2007 between the Company and
UBS AG, Australia Branch (UBS), underwhich UBS agreed to fully underwrite
the balance of the Company's 2007 final
dividend, paid on 21 December 2007,
which was not reinvested by shareholders
in the DRP or foregone by shareholders
under the BOP.

21 December 2007

28,270,906 fully paid ordinary shares

A$27.71

A nominee of JP Morgan Australia Limitedin accordance with the Underwriting
Agreement dated 23 April 2008 between
the Company and JP Morgan Australia
Limited (JPMorgan), under which JPMorgan
agreed to fully underwrite the balance of
the Company's 2008 interim dividend, paidon 1 July 2008, which was not reinvested
by shareholders in the DRP or foregone byshareholders under the BOP.

1 July 2008

33,263,186 fully paid ordinary shares

A$21.14

Deutsche Bank AG, London Branch, wasissued unsecured, perpetual subordinatedconvertible notes by the Company(Convertible Notes), where each Convertible
Note is, subject to certain terms andconditions and unless otherwise redeemed,
convertible at the option of the holder into
the number of ordinary shares equal to theface value of the Convertible Note divided
by the volume weighted average sale priceof the Company’s ordinary shares over the
15 trading days prior to the conversion date(less a discount of 1%).

26 September 2008

1,200 Convertible Notes(treated as convertible into 31,897,926
fully paid ordinary shares)

A$500,000

Subscribers for ANZ Convertible Preference
Shares (CPS) under a prospectus dated
4 September 2008, where each CPS is,
subject to certain terms and conditions,convertible into approximately A$102.56
worth of ordinary shares (based on thevolume weighted average sale price of theCompany’s ordinary shares over the 20
trading days prior to the conversion date).

30 September 2008

10,812,124 CPS(treated as convertible into 59,143,242
fully paid ordinary shares (assuming one
holder of CPS))

A$100

UBS or its nominee in accordance with theUnderwriting Agreement entered into on
23 October 2008 between the Company
and UBS, under which UBS agrees tounderwrite the issue of a specified numberof ordinary shares (the Underwritten
Shares) determined by reference to thebalance of the Company’s 2008 final
dividend, payable on 18 December 2008,
which is not reinvested by shareholders in
the DRP or foregone by shareholders underthe BOP.

Expected to be on or
about 18 December 2008
(but in any event notlater than three months
after the date of theAnnual General Meeting)

The maximum number of Underwritten
Shares that will be included in calculating
the total number of Securities in respect ofwhich approval is sought under this item
will be 70,000,000 fully paid ordinary shares.
The actual number of fully paid ordinary
shares to be issued will be determined byreference to the cash amount of the 2008
final dividend (approximately A$1,510
million) minus the amount of the dividend
reinvested by shareholders in the DRP or
foregone by shareholders under the BOP,
divided by the average of the market priceof the Company’s ordinary shares on suchtrading days prior to 14 November 2008 as
agreed by the parties to the Underwriting
Agreement

At a price per shareequal to the arithmetic
average of the dailyvolume weighted
average sale price of
the Company’s ordinary
shares calculated overthe 20 trading days on
and from 14 November
2008 (without applying
any discount)2008 Annual General Meeting

Board Recommendation: The Board
considers that the approval of the issue ofthe Securities described above is beneficial
for the Company as it provides the Company
with the flexibility to issue up to the
maximum number of equity securities
permitted under ASX Listing Rule 7.1 in thenext 12 months (without further shareholder
approval), should it be required.
Accordingly, the Board recommends thatshareholders vote in favour of item 2.

ITEM 3 ADOPTION OF THE
REMUNERATION REPORTAs required by the Corporations Act, theBoard is presenting the Remuneration
Report to shareholders for consideration andadoption by a non-binding vote. The
Remuneration Report contains:		information about Board policy for
determining the nature and amount of
remuneration of the Company’s Directors
and most senior executives;		a description of the relationship between
the remuneration policy and theCompany’s performance; and		remuneration details for key management
personnel (including the Directors of
the Company) for the period ended 30
September 2008.
A copy of the Remuneration Report, which ispart of the 2008 Annual Report, is available
by contacting the Company’s Share Registrar
or by visiting the Company’s website
www.anz.com.
Board Recommendation: The Board
considers that the remuneration policies
adopted by the Company are appropriately
structured to provide rewards that arecommensurate with the performance of theCompany and competitive with the externalmarket. On this basis, the Board
recommends that shareholders vote infavour of item 3.

ITEM 4 GRANT OF OPTIONS TO
MR MICHAEL SMITH
Shareholder approval is sought for the
Board’s proposal to grant 700,000 Options
to Mr Smith under the ANZ Employee Share
Option Plan, on the terms and conditions
outlined below.
a) Grant of Options
The Board recently reviewed Mr Smith’scontract and retention arrangements toensure that they continue to be market
competitive. This is particularly important inlight of the current highly challenging global
financial markets, in which internationallyexperienced banking executives are instrong demand.

Following this review, the Board considers it
reasonable and appropriate to grant Mr
Smith 700,000 options in the Company(Options) for the following reasons:		the grant of Options recognises Mr Smith’s
strong performance in the current difficult
times. He has provided strong leadershipto the Company and established thefoundations for future growth;		Options will strengthen the alignment of
Mr Smith’s interests with shareholders
and help to drive a longer term focus onsustained share price growth; and		Options provide a strong motivation andretention element.
b) What is an Option?
Each Option proposed to be granted to Mr
Smith provides a right to acquire a fully paid
ordinary share in the future (and subject tothe satisfaction of a three year time based
condition) at a price determined at the date
the Option is granted (referred to as the‘exercise price’).
The Option exercise price will be equal tothe market value of the Company’s ordinary
shares at the date the Options are granted.
Market value is the volume weighted
average price of the Company’s ordinary
shares in the five trading days up to andincluding the date of the Annual General
Meeting. Upon exercise, each Option
entitles Mr Smith to one ordinary share in
the Company.
The Options proposed to be granted to Mr
Smith are designed to provide a strong
retention element, recognise his current
performance and provide a strong alignmentof his rewards with the future share priceperformance. The Options will only provide abenefit to Mr Smith to the extent theCompany’s share price increases above the
Option exercise price. Mr Smith is required
to pay the Option exercise price on theexercise of the Options. Therefore, theOptions deliver no value until the Company’s
share price is above the Option exercise
price. The greater the increase in the
Company’s share price, the greater theleverage opportunity for Mr Smith and thegreater the benefit to shareholders. Subject
to the terms set out below, the Options
cannot be exercised until after the third
anniversary of the date of grant and can only
be exercised if Mr Smith is an employee of
ANZ at the time of exercise.
Mr Smith will not be entitled to receive any
dividends, bonus issues and other benefits
accruing in respect of the underlying
ordinary shares prior to the vesting andexercise of the Options.

Options will be available for exercise for a
two year period after the three year time
based hurdle has been met. Once an Option
has been exercised, it will no longer be
subject to forfeiture.
Mr Smith is not entitled to trade, transfer orotherwise deal (including entering into any
hedging arrangements) in the Options or theunderlying ordinary shares prior to vestingand exercise of the Options.
If approved by shareholders, it is intended
that the Options will be granted to Mr Smithon 18 December 2008.
c) How do Options vest?
Mr Smith is not required to pay any amountfor the grant of the Options. Upon thecompletion of the three year time based
hurdle, the Options will vest, and will beavailable for exercise. Should Mr Smith
exercise the Options he will need to pay theexercise price for each Option exercised.
The Options have a two year exercise period(from the end of the three year time based
hurdle until the fifth anniversary of the dateof grant). This means that Mr Smith may pay
the applicable exercise price and convert his
Options into fully paid ordinary shares at any
time during the two year exercise period
commencing following the time the Options
vest (subject to the Company’s policy inrelation to securities trading). Any Options
which have not been exercised by the end of
the exercise period will lapse.
d) Treatment on termination
Mr Smith must remain employed with ANZ
during the three year time based hurdle toexercise vested Options at the end of thethree year period. Subject to the terms set
out below Mr Smith must also be an
employee of ANZ at the time of exercise of
the Options. If this employment condition is
not satisfied all Options which have notvested or been exercised at the date ofcessation of employment will be forfeited.
The only exception to this employment
condition is if Mr Smith’s employment ends
due to his death or total and permanent
disability, in which case all Options will vest
and may be exercised (subject to payment of
the exercise price for each Option exercised).
In the case of resignation after the three year
period, Mr Smith will forfeit any vested
unexercised Options at the point notice of
resignation is given by Mr Smith. In the caseof termination on notice after the three year
period, Mr Smith will be provided a 12month grace period to exercise any vested
unexercised Options.

5Notice of Meeting

Subject to the above, the rules of the ANZ
Employee Share Option Plan will apply inrespect of the Options granted to Mr Smith.
A copy of the ANZ Employee Share Option
Plan rules is available upon request from theCompany Secretary.
e) Additional information
The ASX Listing Rules require that this Noticeof Meeting include the following additional
information in relation to the Options to be
granted to Mr Smith.
Mr Smith is the only Director entitled toreceive this grant of Options under the termsof the ANZ Employee Share Option Plan. In
accordance with shareholder approval
provided at the 2007 Annual General
Meeting, Mr Smith was granted 779,002
Performance Rights on 19 December 2007.
He has not received any other grants underthe ANZ Employee Share Option Plan.
There is no loan scheme in relation to theacquisition of the Options (or the ordinary
shares underlying them) and any proceeds
received by the Company upon the exerciseof the Options will be used for general
corporate purposes.
It is currently intended that the Options will
be granted to Mr Smith on 18 December
2008. In any event they will be granted nolater than 12 months after the date of thisMeeting, on the conditions described inthese Explanatory Notes.
On vesting and exercise of the Options,shares may be issued or acquired on market.
Board Recommendation: The Board
considers that the grant of Options to Mr
Smith is appropriate having regard to his
performance during the 2008 financial year
and the desire to motivate and retain Mr
Smith as the Managing Director and Chief
Executive Officer. The grant of Options will
form one component of Mr Smith’s
remuneration package, which already6

includes a long-term incentive performancerequirement. The Board considers that
following the grant of Options, Mr Smith’s
remuneration package as a whole will
provide the required and appropriate
retention and incentive elements. The grantis also considered to be in the best interestsof both the Company and its shareholders,
as it strengthens the alignment of Mr Smith’sinterests with shareholders and, together
with the other components of Mr Smith’s
remuneration arrangements, provides astrong link between the reward for Mr
Smith’s performance and total shareholder
returns. Accordingly, the Board recommends
that shareholders vote in favour of item 4.

ITEM 5 INCREASE IN NON-EXECUTIVEDIRECTORS’ FEE CAP
In accordance with the ASX Listing Rules andthe Company’s Constitution, the maximum
annual aggregate amount of remunerationthat may be provided to Non-Executive
Directors is the amount determined byshareholders.
Currently the maximum annual aggregate
amount which may be provided asremuneration to all Non-Executive Directorsof the Company for their services as
Directors out of the funds of the Company is
A$3,000,000, as approved by shareholders
at the 2005 Annual General Meeting.
The meaning of remuneration within the
Company’s Constitution includes salary,fringe benefits and superannuation
contributions.
The remuneration provided to each NonExecutive Director for the year ended 30
September 2008 is detailed in the 2008
Remuneration Report which forms part of the
Directors’ Report. The total aggregate valueof remuneration provided to all NonExecutive Directors during the Company’s
2008 financial year was A$2,466,853.

Shareholder approval is now sought for an
increase of A$500,000 in the maximum
annual aggregate amount of remunerationthat may be provided to Non-Executive
Directors, taking the maximum annual
aggregate amount to A$3,500,000. This
increase is considered necessary in order toallow for the appointment of additional
Non-Executive Directors. This will:
enable appropriate succession at theBoard; andensure that the Board (and its Committees)continue to have available Directors withthe appropriate mix of skills, expertise andexperience, taking account of the natureand location of the Company’s businesses
and operations.
It is important to note that, while an increase
to the Non-Executive Directors’ fee cap isbeing sought to accommodate theappointment of additional Non-Executive
Directors, there will not be any increase forthe year ending 30 September 2009 in thebase Board fee per Non-Executive Director
nor in the Board Committee fees per
Non-Executive Director. The proposed
increase in the fee cap will however provide
the Company with the flexibility to ensurethat a high calibre Board of appropriate size
is in place to serve the Company and its
shareholders effectively, as well as enabling
appropriate succession management.
Board Recommendation: For the reasons
noted above, the Board recommends thatshareholders vote in favour of item 5.

2008 Annual General Meeting

ITEM 6 ELECTION OF DIRECTORSMr Goode retires in accordance with theCompany’s Constitution. Mr Hay and Ms
Watkins, having been appointed by the Board
since the 2007 Annual General Meeting, retirein accordance with the Company’s
Constitution. Each of these Directors offers
themselves for election or re-election as thecase may be. Mr Reeves has nominatedhimself for election as a Director, although
his candidacy is not supported by the Board.
While four candidates are standing this year,
only three candidates may be elected as a
Director in accordance with the Company’s
Constitution. To be elected, a candidate needs
to receive more “for” votes than “against”
votes. If all four candidates satisfy thiscondition, the candidates elected will bethose three candidates with the highest
number of “for” votes. Each shareholder may
vote in favour of up to three candidates, but
not in favour of all four candidates. The proxyform contains further information on voting.
The order of candidates on this Notice ofMeeting and the proxy form has been
determined by ballot by the Company’s
Auditor.
Candidates for election and re-election
as Directors:
Mr Reeves
Mr R J ReevesBEc, FCPA, DPM
Lives in Melbourne. Age: 58
Mr Reeves has requested the following
statement be included in this Noticeof Meeting:I stated in my 2007 Directorship campaignthat “ANZ’s Governance practices andaccountabilities need to be vastly improved”.
I further stated in respect of my successful
settlement of legal action against ANZ that “Ibelieve the action and subsequent settlement
was avoidable and has cost the ANZ (and its
Shareholders) in both monetary terms andreputation.” [ANZ 2007 Notice of Meeting]
ANZ has stated that there were “weaknesses
in the management and oversight of theEquity Finance businesses within ANZ’s
Securities Lending unit” along with now
developing a “remediation plan to address
all the management, control andaccountability issues identified in thereport”. [ANZ Media Release 22 August 2008
Securities Lending Review]
Between 2003 and 2008 I provided ANZ withwhat I believe was evidence of breaches of
ANZ’s Code of Conduct which were
fundamental to my legal action.

Related to the Code of Conduct breaches, atthe 2007 AGM I expressed concern in
relation to ANZ’s Whistleblowing Policy as
ANZ had stated no formal investigations had
been made under this Policy in the past three
years. [Ref ANZ Corporate Responsibility
Reports 2005 to 2007]
I believe ANZ’s approach to applying theCode of Conduct and its Whistleblowing
environment should be improved.
I again offer my services to ANZ Shareholders
to overcome what I believe are costly
reputation and monetary shortcomings in its
governance and accountability arrangements.
I am a Fellow Certified Practicing Accountant
with post graduate qualifications in ProjectManagement. My experience includes roles
as Deputy Secretary - Department of Treasury
Victorian State Government, and with Price
Waterhouse and BHP, and includes chairing
the Victorian Government’s Treasury
Department Audit Committee and beinga Member of the State Revenue Office’s
Audit Committee.
The above information on Mr Reeves wasprovided by the candidate and has not beenverified by the Company.
Board Recommendation: The Board does
not endorse the election of Mr Reeves asa Director.
Mr HayMr P A F Hay
LLB (Melb)
New Non-Executive Director Board
appointment.
Mr Hay is Co-Chairman Investment Banking
Australia at Lazard Carnegie Wylie. He is adirector of Alumina Limited, Landcare
Australia Limited, and Lazard Carnegie Wylie& Co Pty Ltd.

Mr Goode, AC
Mr C B Goode, AC
BCom (Hons), MBA, Hon LLD (Melb), Hon
LLD (Monash)
Independent Non-Executive Director, first
appointed in July 1991 and Chairman sinceAugust 1995.
Mr Goode is an ex officio member of all
Board Committees. He is Chairman ofAustralian United Investment Company
Limited, Diversified United Investment
Limited, Grosvenor Australia Properties Pty
Ltd, and The Ian Potter Foundation Limited.
Mr Goode is a former Chairman of Woodside
Petroleum Limited and a former Director ofSingapore Airlines Limited.
Lives in Melbourne. Age: 70
Mr Goode has a background in finance andhas been a professional non-executive
director since 1989. He brings a wide rangeof skills and significant experience of thefinance industry to his role as Chairman of
the Board.
Board Recommendation: The Board (excluding
Mr Goode because of his interest) endorses
the re-election of Mr Goode as a Director.
Ms Watkins
Ms A M Watkins
BCom, ICAA, FSIA, AICDNew Non-Executive Director Board
appointment.
Ms Watkins is Chief Executive Officer of theBennelong Group and a Director of Woolworths
Limited where she chairs the Audit, Risk
Management and Compliance Committee.

Mr Hay is a former director of Pacifica Group
Limited and a former National Chief
Executive Officer of Freehills, lawyers, aswell as a former Chairman of the Melbourne
partnership of that firm.

Ms Watkins is a former Chief Executive
Officer of Berri Limited, a former Chairman of
Mrs Crocket’s Kitchen, a former Director of
Just Group Limited, and a former partner of
McKinsey & Company. She started her careerwith Touche Ross, and previously held senior
roles at ANZ between 1999-2002 including
Managing Director of Regional Banking andGroup General Manager, Strategy.

Lives in Melbourne. Age: 58

Lives in Melbourne. Age: 45

Mr Hay has a strong background in company
law and investment banking advisory work,with a particular expertise in relation to mergers
and acquisitions. He has also had significant
involvement in advising governments andgovernment-owned enterprises.

Ms Watkins has experience in retailingand running small businesses, as well asa background as a chartered accountant
and an involvement in the financial
services industry.

Board Recommendation: The Board(excluding Mr Hay because of his interest)
endorses the election of Mr Hay as a Director.

Board Recommendation: The Board(excluding Ms Watkins because of herinterest) endorses the election of
Ms Watkins as a Director.

7

Notice of Meeting2008 Annual General Meeting

SPRINGHILL

TRAIN

ALICE STREETSTREET

MARGARET STREETMARYSTREETWILLIAM STREETFNORTH QUAY
VICTORIA BRIDGESTATELIBRARYQLD ARTGALLERY &MUSEUM249 Turbot Street
Brisbane, Queenslandon Thursday, 18 December 2008at 10:00am (Brisbane time).

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Notice is given that the 40th Annual
General Meeting of Australia and
New Zealand Banking Group Limited
will be held at the

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

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