ANZNOTICE OFMEETING
2014 ANNUAL GENERAL MEETINGTABLE OF CONTENTS

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

Location of the Annual General Meeting

02

ANZ Shareholder Centre Website

03

2014 Annual Report and 2014 Shareholder Review

03

Annual General Meeting Agenda

04

How the Annual General Meeting will be conducted04

Notice of 2014 Annual General Meeting05

Explanatory Notes

07

NOTICE OF MEETINGLOCATION OF THE
ANNUAL GENERAL MEETINGETIHADSTADIUMete StreBourk

SOUTHERNCROSS STATION

Thursday, 18 December 2014 10:00am (Melbourne time)

CENTRAL
BUSINESS
DISTRICT

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PARKING

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

2

TRAVELLING BY PUBLIC TRANSPORTBY TRAM
Catch any of the following trams
and get off at the stop opposite
the Clarendon Street entrance ofthe Melbourne Exhibition Centre:

a short walk towards the Yarra River,and cross the Seafarers Bridge. Fortram timetable information and trip
planning, visit the Public Transport
Victoria website.

Route 12 – Victoria Gardens to St Kilda

BY TRAIN
Take any train that goes to Southern
Cross Station. Get off at Southern
Cross Station and catch tram number
12, 96 or 109. For train timetable
information and trip planning, visit the
Public Transport Victoria website.

Route 96 – St Kilda to East Brunswick
Route 109 – Port Melbourne to Box Hill
Alternatively catch tram number 70
from Flinders Street Station and get
off at the South Wharf stop. Then takeBY BUSThe SkyBus transports visitors directlyfrom Melbourne Airport to Southern
Cross Station.
Bus route 237 operates fromSouthern Cross Station to Lorimer
Street South Wharf and back. For
bus timetable information and trip
planning, visit the Public Transport
Victoria website.

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

2. SIDDELEY STREET PARKINGOpen 24 hours, seven days a week.
3. FREEWAY PARKINGThis car park is located at Munro
Street. You can access this car park via
Normanby Road and Munro Street.
4. SOUTH WHARF PARKING
550 open air parking spaces areavailable. Entrance off Normanby
Road. Open 24 hours, seven daysa week.

5. MONTAGUE STREET PARKINGThis car park is located at the cornerof Montague Street and Munro Street.
CATCH A TAXI
Ask the taxi driver to drop you off at
Convention Centre Place, next to the
Hilton Melbourne South Wharf and
DFO South Wharf.

ANZ SHAREHOLDER CENTRE WEBSITE
Our shareholder website has recently been updated to better serve our shareholders.
Shareholders are able to view information in the manner that best suits them. Documents
are available in various formats – view online, download or request a hard copy.

2014 ANNUAL REPORT AND
2014 SHAREHOLDER REVIEWThe Annual Report provides detailed financial data and information on the Group’s
performance as required to comply with applicable regulatory requirements. We also issue
a Shareholder Review which is a non-statutory document covering key performance areas,
financial information, remuneration details and corporate responsibility.
These documents are available at anz.com/annualreport or by calling the Share Registrar
on 1800 11 33 99 (within Australia) or (61 3) 9415 4010 (outside Australia) to request a hard copy.

2014 Annual General Meeting 3

NOTICE OF MEETINGANNUAL GENERAL MEETING AGENDA
Thursday, 18 December 2014
9:00amRegistration Opens

9:15amMorning Tea

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

Please join the Chairman,
David Gonski, the Directors
and senior executives of ANZ
for refreshments after the
Annual General Meeting
HOW BUSINESS WILL BE
CONDUCTED AT THE MEETING
The Annual General Meeting is an
important event and we encourage
shareholders to actively participate.
Important information about the
conduct of the Meeting is set
out below.

DISCUSSION AND ASKINGQUESTIONS
Discussion will take place on all theitems of business as set out on page 5.
The Explanatory Notes also provide
further information relating to theitems of business.
Shareholders will have theopportunity to ask questions at theAnnual General Meeting (including
an opportunity to ask questions of
the Auditor).

4

To ensure that as many shareholders
as possible have the opportunity to
speak, shareholders are requested
to observe the following guidelines:• please keep questions as brief aspossible and relevant to the matters
being discussed;• if a shareholder has more than one
question, please ask all questions
at the one time; and• shareholders should not ask
questions at the Meeting that they
may have as an individual customer.
These questions should be taken up
with the ANZ representatives after
the Meeting.
Shareholders who are unable toattend the Meeting or who may preferto register questions in advance areinvited to do so.
A Questions from Shareholders form
has been included in the AGM mailingand is also available on the website.
We will attempt to address as many ofthe more frequently asked questions
as possible in the Chairman’s andChief Executive Officer’s presentations
to the Meeting.

A shareholder information stand will
be available in the area outside theMeeting room. In addition Directors
and senior executives will be available
after the Meeting.
Discussion will take place on each
item of business prior to shareholders
being asked to vote.

WEBCAST AND PHOTOGRAPHY
We have arranged for the Annual
General Meeting to be filmed andbroadcast via a webcast which
can be viewed at anz.com/agm.
After the Meeting you can also
watch an archived recording on
the ANZ website.
We have arranged for photographs
to be taken at the Meeting. If you
attend the Meeting in person, you
may be included in photographs or
the webcast recording.
For the safety and security of all thosepresent at the Meeting, cameras andrecording devices are not permitted.
Upon entry to the Meeting room, youwill be asked to present your bag fora security search.

NOTICE OF 2014 ANNUAL GENERAL MEETING
Notice is given that the 46th Annual General Meeting of Australia and New Zealand Banking
Group Limited will be held in the Melbourne Room, Level 2, Melbourne Convention Centre,
1 Convention Centre Place, South Wharf, Melbourne, Victoria on Thursday, 18 December 2014at 10:00am (Melbourne time).
BUSINESS
1. ANNUAL REPORTS
To consider the Annual Report,
Financial Report and the Reports of
the Directors and of the Auditor forthe year ended 30 September 2014.
2.	ADOPTION OF THE
REMUNERATION REPORT
To adopt the Remuneration Report for
the year ended 30 September 2014.
The vote on this resolution isadvisory only.
3.	GRANT OF PERFORMANCERIGHTS TO MR MICHAEL SMITH
To consider and, if thought fit, topass the following resolution as
an ordinary resolution:“That approval is given for theCompany to grant to the Company’s
Chief Executive Officer, Mr Michael
Smith, Performance Rights under the
ANZ Share Option Plan on the terms
set out in the Explanatory Notes tothis Notice of Meeting.”
4.	ELECTION OF BOARD ENDORSEDCANDIDATES(a) TO ELECT MR D. M. GONSKI
Mr Gonski, having been appointed by
the Board after the date of the 2013
Annual General Meeting, is retiringin accordance with the Company’s
Constitution and, being eligible, offers
himself for election as a Director.
(b) TO ELECT MR J. T. MACFARLANEMr Macfarlane, having been
appointed by the Board after the dateof the 2013 Annual General Meeting, isretiring in accordance with theCompany’s Constitution and, being
eligible, offers himself for election asa Director.
(c) TO ELECT MS I. R. ATLAS
Ms Atlas, having been appointed by
the Board after the date of the 2013
Annual General Meeting, is retiringin accordance with the Company’s
Constitution and, being eligible, offers
herself for election as a Director.
5.	RESOLUTION REQUISITIONEDTO AMEND THE CONSTITUTION(The following special resolution has
been requisitioned under section
249N of the Corporations Act 2001
(Cth) (Corporations Act) by a groupof shareholders holding less than
0.01% of the Company’s ordinary
shares on issue. This means that, tobe passed as a special resolution,
at least 75% of the votes cast byshareholders entitled to vote on the
resolution must be voted in favour of
the resolution. The resolution is notendorsed by the Board.)
To consider and, if thought fit, to pass
the following resolution as a special
resolution:“At the end of Clause 13 ‘MEETINGS OF
MEMBERS’ insert the following new
sub-clause 13.13 “That, each year atabout the time of the release of theAnnual Report, at reasonable cost andomitting any proprietary information,
the Directors report to shareholders
their assessment of the quantum ofgreenhouse gas emissions we areresponsible for financing calculated,for example, in accordance with
Greenhouse Gas (GHG) Protocol
guidance.””

Note: The Board recommends thatshareholders vote against item 5 forthe reasons set out on pages 11 and 12of the Explanatory Notes to this Noticeof Meeting. The Chairman of the
Meeting intends to vote undirected
proxies against item 5.

VOTING RESTRICTIONSVOTING RESTRICTIONS FOR ITEM 2(REMUNERATION REPORT)
Item 2 is a resolution connected
directly with the remuneration ofmembers of the key management
personnel (KMP) of the Company.
The Corporations Act restricts KMP
and their closely related parties
from voting on such resolutions.
Closely related party is defined in
the Corporations Act and includes a
spouse, dependant and certain otherclose family members, as well as any
companies controlled by a memberof the KMP.
Any votes cast in any capacity (e.g.
as a shareholder, proxy or corporate
representative) on the proposed
resolution in item 2 by or on behalf of:• directors and the other membersof the KMP details of whose
remuneration are included in
the remuneration report; and• closely related parties of those
persons,
will be disregarded. In addition, any
votes cast as a proxy on this item by
any other members of the KMP (andtheir closely related parties) will also
be disregarded.

2014 Annual General Meeting 5

NOTICE OF MEETING

However, the Company will not
disregard the vote as a result of theserestrictions if it is cast:• as proxy for a person entitled tovote in accordance with a direction
on the proxy form; or• by the Chairman of the Meeting as
proxy for a person entitled to voteand the Chairman has received
express authority to vote undirected
proxies as the Chairman sees fit.
The Chairman of the Meeting intends
to vote undirected proxies (where
the Chairman has been appropriately
authorised) in favour of item 2.
VOTING RESTRICTIONS FOR ITEM 3(GRANT OF PERFORMANCE RIGHTS)
Item 3 is also a resolution connected
directly with the remuneration of amember of the KMP (Mr Smith).
In accordance with the Corporations
Act and the ASX Listing Rules, any
votes cast in any capacity (e.g. asa shareholder, proxy or corporate
representative) on the proposed
resolution in item 3 by Mr Smith andany other Director (except a Director
who is ineligible to participate inany employee incentive scheme inrelation to the Company), and any of
their associates, will be disregarded.
In addition, any votes cast as a proxy
on item 3 by any other members of
the KMP and closely related partiesof members of the KMP will be
disregarded. However, the Company
will not disregard the vote as a resultof these restrictions if it is cast:• as proxy for a person entitled tovote in accordance with a direction
on the proxy form; or• by the Chairman of the Meeting as
proxy for a person entitled to voteand the Chairman has received
express authority to vote undirected
proxies as the Chairman sees fit.
The Chairman of the Meeting intends
to vote undirected proxies (where
the Chairman has been appropriately
authorised) in favour of item 3.
6

If you do not wish to appoint the
Chairman of the Meeting to votein favour of items 2 and/or 3, it isimportant that you complete thevoting directions in respect of those
items in Step 2 of the Proxy Form.
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).

UNDIRECTED PROXIESThe Chairman of the Meeting
intends to vote undirected proxies(where he has been appropriately
authorised, having regard to thevoting restrictions above) in favour ofeach item of business, except for item
5 (resolution requisitioned to amend
the Constitution). The Chairmanof the Meeting intends to vote any
undirected proxy against item 5.

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 theCompany’s ordinary shares at 7:00pm(Melbourne time) on Tuesday, 16
December 2014.
Holders of the Company’s ordinary
shares may vote on all items ofbusiness, subject to the voting
restrictions described above foritems 2 and 3.

VOTING BY PROXY
A shareholder who is entitled toattend and cast a vote at the Meeting
may appoint a proxy. A proxy neednot 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 inaccordance with section 250D of
the Corporations Act to exercise its
powers as proxy at the Meeting.
A shareholder who is entitled tocast 2 or more votes may appoint
up to 2 proxies and may specify the
proportion or number of votes eachproxy is appointed to exercise.
The following addresses are specified
for the purposes of receipt of proxyappointments and any authorities
under which proxy appointments are
signed (or certified copies of thoseauthorities):
Australia
ANZ Share Registrar
GPO Box 242
Melbourne
Victoria 3001
Australia
United Kingdom
ANZ Share Registrar
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom

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

Proxy appointments and any
authorities under which they are
signed (or certified copies of thoseauthorities) may be sent by fax tofacsimile number 1800 783 447(within Australia) or (61 3) 9473 2555
(outside Australia).
Shareholders may also submit their
proxy instructions electronically to
the Company’s Share Registrar byvisiting www.investorvote.com.au,
and Intermediary Online subscribers
only (custodians) should visit
www.intermediaryonline.com
To be effective, a proxy appointment
and, if the proxy appointment issigned by the shareholder’s attorney,
the authority under which theappointment is signed (or a certified
copy of the authority) must be
received by the Company at least
48 hours before the commencementof the Meeting.

For more information concerning
the appointment of proxies and theaddresses 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. Foran appointment to be effective for the
Meeting, the instrument effecting theappointment (or a certified copy ofit) must be received by the Company
at its registered office or one of theaddresses listed above for the receipt
of proxy appointments at least 48
hours before the commencementof the Meeting.

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

John Priestley
Secretary
Melbourne
17 November 2014

EXPLANATORY NOTESITEM 1 ANNUAL REPORTS
A copy of the Company’s 2014 Annual
Report, including the Financial Report
and the Reports of the Directors andof the Auditor for the year ended
30 September 2014, can be foundon the Company’s website atanz.com/annualreport

As a shareholder you may elect toreceive by mail, free of charge, theCompany’s 2014 Annual Report (which
includes detailed financial statements
and reports) or the 2014 Shareholder
Review (a non-statutory document
covering key performance areas,
financial information, remuneration
details and corporate responsibility).
If you would like a hard copy ofeither document, please contact
the Company’s Share Registrar,
Computershare.
The Company mails a copy of theAnnual Report or the Shareholder
Review as applicable (when they are
released each year) only to thoseshareholders who have made anelection to receive them.
ITEM 2 ADOPTION OF THE
REMUNERATION REPORTAs required by the Corporations
Act, the Board presents the
Remuneration Report to shareholders
for consideration and adoption by a
non-binding vote. The Remuneration
Report contains:• information about Board policy
for determining the nature andamount of remuneration of theCompany’s Directors and mostsenior executives;• a description of the relationshipbetween the remuneration
policy and the Company’s
performance; and• remuneration details for key
management personnel (including
the Directors of the Company) for theperiod ended 30 September 2014.

rewards that are commensurate with
the Company’s performance andcompetitive with the external market.
On this basis, the Board recommends
that shareholders eligible to do sovote in favour of item 2.
ITEM 3 GRANT OF PERFORMANCERIGHTS TO MR MICHAEL SMITH
The Company is seeking the approvalof shareholders for the proposed
grant of Performance Rights to theChief Executive Officer, Mr Michael
Smith, under the ANZ Share Option
Plan on the terms and conditions set
out below.
Grant of Performance Rights
At a glance:• LTI Grant of $3,400,000 and this willbe split into two equal tranches• Performance condition is Relative
TSR against a set comparator groupfor each tranche• Performance is assessed at theend of a 3 year Performance Period(with no re-testing)• Nil vesting below median, 50%
vesting at median and increasing
to 100% vesting at 75th percentileof relevant comparator groupIn more detail:

The Remuneration Report, whichis part of the 2014 Annual Report,
can be found on the Company’s
website at anz.com/annualreport
or can be obtained by contacting
the Company’s Share Registrar,
Computershare.

A Performance Right is a right toacquire an ordinary fully paid sharein the Company at nil cost (i.e. nil
exercise price), subject to meetingthe applicable performance condition.
Upon exercise, each Performance
Right entitles Mr Smith to one ANZ
ordinary share which will rank equallywith shares in the same class (there
will be an exercise period ending 2
years after the vesting date). Mr Smith
is not required to pay any amounton grant of the Performance Rights,
nor on their vesting and exercise,as the Performance Rights form partof Mr Smith’s ‘at risk’ remuneration.

Board Recommendation: The Board
considers that the remuneration
policies adopted by the Company areappropriately structured to provide

Performance Rights granted underthe ANZ Share Option Plan do notcarry any dividend or voting rights
until they vest and are exercised.
2014 Annual General Meeting 7

NOTICE OF MEETING

If approval is obtained, it is theintention of the Board that the
Performance Rights will be granted
to Mr Smith on 18 December 2014
(but, in any event, not more than
12 months after the date of thisAnnual General Meeting).
Grant value and calculation of thenumber of Performance Rights tobe granted
It is proposed that Mr Smith be
granted Performance Rights with agrant value of $3,400,000. The actual
number of Performance Rights to be
granted is not known at this stage
as it will depend on the Allocation
Values at the start of the Performance
Period. However, the total value of the
Performance Rights allocated will not
exceed the $3,400,000 grant value.
The grant value will be split into
two equal tranches of Performance
Rights (Tranche 1 and Tranche 2).
Each tranche will be measured
independently from the other.
The Allocation Value of a Performance
Right in each tranche is independently
valued by PricewaterhouseCoopers
at the start of the Performance
Period. The valuation methodology
takes into account a range of factors
such as the life of the Performance
Right, the likelihood of meeting theapplicable performance condition,
the current price of the underlying
shares, expected volatility of the shareprice and the dividends expected tobe paid in relation to the shares. In
accordance with AASB 2, the model
reflects both the performance
condition and the non-transferabilityof the Performance Rights (noting thatthe performance condition must be
met before the Performance Rights
vest and become exercisable).

For example, the total grant value of$3,400,000 would be split into two
equal tranches of $1,700,000 each. If
the Allocation Value was, for example,$16.10 for each Performance Right
allocated under Tranche 1 and $16.20
for each Performance Right allocatedunder Tranche 2, the number of
Performance Rights that would beallocated is 105,590 under Tranche
1 and 104,938 under Tranche 2. The
Allocation Value will be determinedon 21 November 2014 and details will
be announced to the ASX. We will
also advise shareholders at the 2014
Annual General Meeting of the actual
number of Performance Rights to be
granted, and also the face value ofthe Performance Rights (based on the
one week volume weighted average
price (VWAP) of the Company’s shares
traded on the ASX in the week up to,and including, 21 November 2014).
Note that the LTI value at the startof the Performance Period mayvary from the value at some futuredate, as it will depend on the Total
Shareholder Return (TSR) of theCompany relative to each of the two
separate comparator groups and theshare price at the time of vesting. The
grant may be worth $0 at the end of
the period if no vesting occurs.
Performance condition
The Board has determined that the
Performance Rights to be granted to
Mr Smith (if approval is received) will
be subject to a TSR hurdle which ranks
the TSR performance of the Company

with the TSR performance of two
separate comparator groups.
The Tranche 1 Comparator Groupwill be a select group of financial
services companies which includes
the Commonwealth Bank of Australia,
National Australia Bank Limited,
Westpac Banking Corporation,
Suncorp Group Limited, Macquarie
Group Limited, AMP Limited, ASX
Limited, QBE Insurance Group Limited
and Insurance Australia Group Limited.
The Tranche 2 Comparator Groupwill be the companies making up
the S&P/ASX 50 Index as at thecommencement of the Performance
Period (21 November 2014).
Broadly, TSR is the growth in shareprice, plus the value of the dividends
and distributions on the relevant
shares. The TSR is measured overa three year performance period
starting on 21 November 2014
and ending on 20 November 2017
(Performance Period). The proportionof the Performance Rights that will
become exercisable will depend on
the Company’s TSR relative to the TSRof each Comparator Group at the endof 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 tablebelow. The Performance Rights lapse
if the performance condition is not
met. There is no re-testing.

IF THE TSR OF THE COMPANY COMPARED TO
THE TSR OF THE RELEVANT COMPARATORGROUP:THE PERCENTAGE OF PERFORMANCE RIGHTS
WHICH WILL VEST IS:

Does not reach the 50th percentile0%

Reaches or exceeds the 50th percentile
but does not reach the 75th percentile

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

Reaches or exceeds the 75th percentile

100%

Mr Smith is not entitled to trade, transfer or otherwise deal in (including entering
into any hedging arrangements in respect of) the Performance Rights or theunderlying shares prior to vesting.

8

Treatment on terminationof employment
If Mr Smith:• resigns, all unexercised Performance
Rights will lapse;• is terminated by the Company with
notice or ceases employment by
mutual agreement, all Performance
Rights which have vested or
which will vest during the notice
period will be retained andbecome exercisable; all remaining
Performance Rights will vest andbecome exercisable, subject to therelevant time and performance
condition being satisfied, unlessthe Board determines otherwise;• is terminated by the Company
without notice, all unexercised
Performance Rights will lapse(whether or not the Performance
Rights have vested); or• ceases employment incircumstances of death or total
and permanent disability, theperformance condition will
be waived and all unvested
Performance Rights will vest.
In determining whether a different
treatment should apply to that set out
above where Mr Smith is terminatedby the Company on notice, the Board
will have regard to factors including,but not limited to, performance andthe proportion of the Performance
Period that has expired at the timeof cessation of employment.
Treatment on change of control
In the event of a takeover, schemeof arrangement or other changeof control event occurring, theperformance condition applying to
the Performance Rights will be tested
and the Performance Rights will vest
based on the extent the performance
condition is satisfied. No pro rata
reduction in vesting will occur basedon the period of time from the dateof grant to the date of the change ofcontrol event occurring, and vesting
will only be determined by the extent

to which the performance conditionis satisfied.
Any Performance Rights whichvest based on satisfaction of theperformance condition will vest ata time (being no later than the final
date on which the change of control
event will occur) determined by the
Board.
Any Performance Rights which do
not vest will lapse with effect fromthe date of the change of control
event occurring, unless the Board
determines otherwise.
Other information
The ASX Listing Rules require thatthe following additional information
be provided in relation to the
proposed grant of Performance
Rights to Mr Smith.
Mr Smith is the only Director entitledto participate in the ANZ Share Option
Plan. No associate of any Director isentitled to participate.
Mr Smith was granted 201,086
Performance Rights at no cost, as
approved by shareholders at the 2013
Annual General Meeting, which will
be tested against the performance
condition at the end of a threeyear performance period.
There is no loan scheme in relation to
the Performance Rights (or the shares
underlying them).
On vesting of the Performance Rights,
shares may be issued or acquired onmarket, or the Board may determine
to settle the Performance Rights witha cash equivalent amount. Detailsof any shares issued under the ANZ
Share Option Plan will be publishedin the Company’s annual report for
the relevant period.
The Board retains discretion to
reduce any equity grant made to
Mr Smith (including reducing it tozero) if the Board considers such an
adjustment necessary to protect
the financial soundness of ANZ, tomeet unexpected or unknown

regulatory requirements or if theBoard subsequently considers thathaving regard to information which
has come to light after the grant ofequity, the grant was not justified.
The rules of the ANZ Share Option
Plan address the impact of rights
issues and bonus issues on the
Performance Rights.
A copy of the ANZ Share Option Planrules is available on request from theCompany Secretary.
Board Recommendation: The Board
considers that the granting of
Performance Rights is appropriate
and is in the best interests of theCompany and its shareholders, as the
grant strengthens the alignment of
Mr Smith’s interests with shareholders,
and the Performance Rights provide
a strong link between the reward
for Mr Smith’s performance andtotal shareholder returns over the
next three year period. Accordingly,
the Board (excluding Mr Smith)recommends that shareholders
eligible to do so vote in favourof item 3.
ITEM 4 ELECTION OF BOARD
ENDORSED CANDIDATESThe Board endorsed candidates
standing for election as Directors,
and their details, are set out below.
Mr Gonski, Mr Macfarlane and Ms
Atlas, having been appointed by
the Board after the date of the 2013
Annual General Meeting, are retiringin accordance with the Company’s
Constitution and offer themselves
for election.
In considering whether to appoint
Mr Gonski, Mr Macfarlane and Ms
Atlas as Directors, and in endorsing
their election at the 2014 Annual
General Meeting, the Board
undertook relevant backgroundchecks and assessments. Details of
the Board’s processes are describedin the Corporate GovernanceStatement contained in the
Company’s 2014 Annual Report.
2014 Annual General Meeting 9

NOTICE OF MEETINGITEM 4(a)TO ELECT MR D. M. GONSKI
Mr Gonski
Mr D. M. Gonski, AC
BCom, LLB, FAICD(Life), FCPA
Chairman and Independent NonExecutive Director, appointed as a
Director in February 2014 and as
Chairman in May 2014.
Mr Gonski is Chair of the GovernanceCommittee and an ex officio memberof all Board Committees. He is
Chairman of Coca-Cola Amatil Limited,
The University of New South Wales
Foundation Limited and Sydney
Theatre Company Ltd. He is a directorof Singapore Telecommunications
Limited and a member of the boardof the Lowy Institute for International
Policy and the ASIC External Advisory
Panel. He is also Chancellor of the
University of New South Wales.
Mr Gonski is a former Chairman ofGuardians of the Future Fund ofAustralia, Investec Bank (Australia)
Limited and Swiss Re Life & Health
Australia Limited.
Lives in Sydney. Age: 61.
Mr Gonski is one of Australia’s mostrespected business leaders andcompany directors with businessexperience in Australia and Asia,and a broad range of involvementwith the government, educationand community sectors. Mr Gonski
served previously as a Director of
the Company from 2002 to 2007.
Board Recommendation: The Board(excluding Mr Gonski because of his
interest) endorses the election of
Mr Gonski as a Director.
ITEM 4(b)TO ELECT MR J. T. MACFARLANEMr Macfarlane
Mr J. T. Macfarlane
BCom, MCom (Hons)
Independent Non-Executive Director,
appointed in May 2014.

10

Mr Macfarlane is a member of the
Audit Committee, Risk Committee
and Technology Committee. He
is Chairman of AGInvest Holdings
Limited and a director of St. Vincent’s
Institute of Medical Research, Colmac
Group Pty Ltd and Craigs Investment
Partners Limited.
Lives in Melbourne. Age: 54.
Mr Macfarlane is one of Australia’s
most experienced international
bankers. Most recently he has served
as Executive Chairman of Deutsche
Bank Australia and New Zealandand CEO of Deutsche Bank Australia
following 7 years as Chief Country
Officer Deutsche Bank Japan. Prior tojoining Deutsche Bank he was CEO
of Bankers Trust New Zealand. Mr
Macfarlane has also worked in the
USA and PNG, and brings to the Board
a depth of banking experience in the
Company’s key markets in Australia,
New Zealand and the Asia Pacific.
Board Recommendation: The Board(excluding Mr Macfarlane because of
his interest) endorses the election of
Mr Macfarlane as a Director.
ITEM 4(c)TO ELECT MS I. R. ATLAS
Ms AtlasMs I. R. Atlas
BJuris (Hons), LLB (Hons), LLM
Independent Non-Executive Director,
appointed in September 2014.
Ms Atlas is Chairman of The Bell
Shakespeare Company Limited, adirector of Coca-Cola Amatil Limited,
Westfield Corporation Limited andTreasury Corporation of New South
Wales and a member of the AustralianInstitute of Company Directors’
Corporate Governance Committee.
Lives in Sydney. Age: 60.
Ms Atlas brings a strong financial
services background and legal
experience to the Board. Her last
executive role was Group Executive,
People, at Westpac, where she was
responsible for human resources,
corporate affairs and sustainability.

Prior to that, she was Westpac’s Group
Secretary and General Counsel. Before
her 10 years at Westpac, Ms Atlas
was a partner in law firm Mallesons
Stephen Jaques (now King & Wood
Mallesons). In addition to her practicein corporate law, she held a numberof management roles in the firm
including Executive Partner, People
and Information, and Managing
Partner.
Board Recommendation: The Board(excluding Ms Atlas because of herinterest) endorses the election of
Ms Atlas as a Director.
ITEM 5 RESOLUTION REQUISITIONEDTO AMEND THE CONSTITUTION(NON-BOARD ENDORSED ITEM)
A group of shareholders holding lessthan 0.01% of the Company’s ordinary
shares on issue have proposed a
special resolution under section 249Nof the Corporations Act to amend theCompany’s Constitution to require
Directors to report each year on
their assessment of the quantum ofgreenhouse gas emissions that theCompany is responsible for financing.
The same group of shareholders havealso requested the Company, under
section 249P of the Corporations Act,to provide the following statement
to shareholders:Currently, in aggregate, fossil fuelcompanies are estimating with 90%
certainty that they will be able toextract freely (for subsequent sale andcombustion) over three times morecarbon than is compatible with theinternationally agreed ceiling. This
inconsistency between financial
accounting, physical reality andpolitical intent is referred to as the‘unburnable carbon bubble’. It is akin toa traditional speculative bubble because
all investor’s expectations cannot be
met. As the bubble bursts it is likely
reserves and other fossil fuel specificassets will become stranded, ie written
down in value prior to the end of theireconomic life.

Our bank is a significant debt and equity
financier of companies in greenhousegas emissions intensive industries suchas coal mining, coal ports, oil and gas
production, and fossil fuel based electric
power generation.1
For example, we understand (from thirdparty sources) our bank made loans
equivalent to 14% of our bank’s equity
to such Australian carbon intensive
businesses in the period 2008 to 2013,
the highest reported exposure of the top
4 Australian banks.
In addition as shareholders we areexposed to the risk of loss on carbon
intensive shares held in the shareportfolios of our now closed defined
benefit superannuation scheme andour insurance operations.
Further, there is a risk of legal, regulatory
or reputational exposure in the event
our wealth management operations failto adequately address this unburnablecarbon risk.
All banks contribute to climate change
through their financed emissions,which are the emissions induced by abank’s debt and equity investments
in companies that themselves emit
greenhouse gases (for example, fossil
fuel power generators) and companies
whose products and services result ingreenhouse gas emissions (for example,
thermal coal miners). A bank’s financed
emissions typically dwarf its own
operational climate impacts and expose
it to risk of loan default, share value
write down as well as legal, reputationaland regulatory risks. Measurementof financed emissions is facilitated bytools developed by the Greenhouse Gas
Protocol. Our bank currently reports its
own operational emissions but not its
financed emissions.
Our bank has a policy on climatechange. Our bank’s policy states“… In financing the energy sector, wetherefore recognise the importanceof playing a role in supporting andencouraging our customers to build
carbon risk into their business strategies.”
We think it is time ANZ played a role
which provided support to its own
shareholders to assess and reducecarbon risk.
In view of the potential quantum of risk
it is inappropriate that shareholders
should be obliged to rely on third-party
commentators to endeavour to assess
the extent of our bank’s financed
emissions and exposure to ‘unburnablecarbon risk’ and the steps taken by ourbank to mitigate those risks.
Other shareholders should be awarethat our concerns are widely held. For
example, in the 2014 US proxy season
132 resolutions were filed with 118
US companies dealing with climatechange issues.2 In particular, resolutions
requesting disclosure of financed
emissions considered at the AGM’s ofBank of America and PNC Financial
attracted the support of roughly one
quarter of shareholders voting.
The Board acknowledges thatclimate change is a global issue
facing governments, individuals,
businesses and communities. The
Company recognises that its mostmaterial risks and opportunities
relating to climate change result fromlending to customers with significant
greenhouse gas (GHG) emissions.
In financing its customers, theCompany therefore recognises theimportance of playing a role insupporting and actively encouraging
customers to build carbon risk
management into their businessstrategies. As part of the due diligenceprocess before providing finance,
the Company assesses the extent towhich its customers are engaged inunderstanding their carbon risk.

The Board does not, however, consider
the proposed resolution will provide
shareholders with a meaningfulunderstanding of the Company’s
carbon risk management or exposure,for the reasons outlined below. Given
this, the Board does not believe theproposed resolution to be in thebest interests of the Company andrecommends that shareholders voteagainst it.
Why does the Board not endorse theproposed resolution?
First, banking is a heavily regulated
sector both offshore and domestically.
There are already significant
requirements around reporting
lending exposures including thequarterly Prudential Standard APS330
public disclosures that contain detailsof the Company’s exposure to theenergy and extractive industries.
Over and above that, the Company
provides extensive disclosures at thetime of reporting its half and full year
results, including a more detailed
breakdown of the Company’s credit
exposure at default to specific sectors
such as coal and oil and gas.
Secondly, the Company’s customers
in Australia and New Zealand thatare significant GHG emitters reporttheir emissions. This is mandated
by governments to assist in national
strategies to minimise GHG emissions.
These countries’ GHG emissions arewell understood and disclosed, andpublic policy frameworks and private
sector management strategies arein place to reduce these emissions
over time. Coordinated national
and international strategies toreduce GHG emissions are the mosteffective means of responding toclimate change.
Thirdly, it is not practicable for theCompany to obtain information
from, for example, the approximately
440,000 Australian farmers and small

1 See ‘Financed emissions, unburnable carbon and Australia’s top four banks’, at http://www.accr.org.au/big_banks
2 See http://www.ceres.org/press/press-releases/shareholders-seeking-stronger-responses-from-companies-as-climate-change-concerns-deepen

2014 Annual General Meeting 11

NOTICE OF MEETING

business customers regarding their
GHG emissions. In addition, even if
some customers were able to provide
information regarding their emissions,
there would be practical difficulties
associated with determining what
proportion of those emissions
result from finance provided by
the Company.
The Company also undertakes
management activities tohelp customers manage theirenvironmental impacts.
These include:• The Company factors climatechange risks into customer
evaluations, including in theenergy and extractive industries.
It is recognised that the Company’s
customers could be impacted
by climate change and changes
to laws or regulations, or otherpolicies adopted by governmentsor regulatory authorities, including
carbon pricing and climate change
adaptation or mitigation policies.
The Company also has individual
entity, sectoral and country limits
that help to manage its credit risks.
• The Company has been a signatory
to the Equator Principles since 2006.
The Equator Principles are a set ofvoluntary standards designed tohelp banks identify and managesocial and environmental risks
associated with the direct financingof large infrastructure projects
such as dams, mines or pipelines.
The Company applies the Principles
to all projects that it finances
and the Company is currently
implementing the third versionof the Principles, which includes
enhanced reporting by signatories
of customer GHG emissions forcertain projects.

• The Company supports customers
in examining lower carbon options.
The Company’s Energy Policy
sets out emissions thresholds
for staff to consider in decisionmaking and those thresholds are
consistent with international andindustry standards. High emissions
production proposals go directly
to the Company’s Reputation Risk
Committee that is chaired by the
Chief Risk Officer for consideration.
• The Company has a uniquepublic target to increase its
gas and renewables portfolio(as a proportion of the total projectand structured finance energy
portfolio) by 15 to 20 per cent by
2020. The Company is on trackto achieve this target and has
committed over $800,000,000
to renewable energy projects
in that portfolio. The Company
connects customers to commercial
opportunities that support thetransition to a lower carbon
economy, such as energy efficiency
retrofits of existing commercial
buildings.
• The Company is transparent
regarding its approach to
reducing its own GHG emissions,and to dealing with the risks ofclimate change, including the“unburnable carbon risk” argument.
The Company has participatedin the Carbon Disclosure Project(CDP) climate change program
since 2006. CDP is an international,
not-for-profit providing a global
system for companies and cities
to measure, disclose, manage
and share vital environmental
information, and seeks to motivatecompanies to disclose their impacts
on the environment and natural
resources and take action toanz.com

12Australia and New Zealand Banking Group Limited ABN 11 005 357 522

reduce them. The Company recently
achieved a score of 98 out of 100
for its 2014 CDP submission, whichplaces it in the Leaders index forthe financial sector.
• The Company reports on the
progress of implementing its
Corporate Sustainability approachand strategy on an annual basis.
The Company’s 2013 Corporate
Sustainability Review is available
on the Company’s website.
The objective of this reportingis to inform stakeholders how
the Company is managing andanticipating current and futuresocial, environmental and economic
opportunities and risks.
Board Recommendation: Taking
into account the management andreporting activities detailed above,and given that there is, in the Board’sview, uncertainty as to how the Board
would practically comply with theproposed rule if it was incorporated
into the Company’s Constitution, theBoard does not consider the proposed
resolution to be in the best interestsof the Company and its shareholders.
Therefore the Board recommends thatshareholders vote against item 5.