notice of meeting

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

2007 Annual General Meetingnotice of 2007
annual genEral meeting

Notice is given that the thirty ninth Annual General Meeting of Australia and New Zealand Banking Group Limited will
be held at the Perth Convention Exhibition Centre, Riverside Theatre, 21 Mounts Bay Road, Perth, Western Australia
on Tuesday, 18 December 2007 at 10.00am (Perth time).

BUSINESS
1. ANNUAL REPORTS
To consider the Annual Report, Financial
Report and the Reports of the Directors
and of the Auditor for the year ended
30 September 2007.

2. APPROVAL OF THE BUY BACKAGREEMENT AND A SELECTIVE
REDUCTION OF CAPITAL RELATING
TO THE PREFERENCE SHARES WHICH
FORM PART OF ANZ StEPS(a)To consider and, if thought fit, to pass
the following resolution as a special
resolution:“That the terms and conditions of theselective buy back agreement relating
to the buy back of the preference shares
which form part of the ANZ Stapled
Exchangeable Preferred Securities (ANZStEPS) as described in the Explanatory
Notes which accompany the Notice
convening the 2007 Annual General
Meeting, be approved.”(b)To consider and, if thought fit, to pass
the following resolution as a special
resolution:“That the terms and conditions of theselective reduction of capital relating
to the preference shares which form
part of the ANZ StEPS as described in
the Explanatory Notes which accompany
the Notice convening the 2007 Annual
General Meeting, be approved.”
Voting restrictions
The Corporations Act requires the Company
to disregard any votes cast in favour of Items
2(a) or 2(b) by a person who holds ANZStEPS or by their associates or proxies inaccordance with sections 256C(2)(a) and257D(1)(a) of the Corporations Act. Thisvoting restriction applies not only to the ANZ
StEPS held by that person but also to any
other shareholdings in the Company (e.g.,
ordinary shares) held by that person.
For Item 2(a) – the buy back resolution –the Company has sought and obtained an
exemption from the Australian Securities

2

and Investments Commission (ASIC) which
will be relevant for nominees and custodians
who hold ANZ StEPS or other shares in the
Company as trustee for the benefit of third
parties (Beneficial Holders). This exemption
enables such a nominee or custodian who
holds ANZ StEPS (a Nominee), and who
also has other separate ANZ shareholdings(Other Holdings), to vote shares, otherthan ANZ StEPS, in favour of the buy backresolution. This applies where:each Other Holding has a separate Holder
Identification Number or Shareholder
Reference Number; andthe particular Other Holding has only
shares (and no ANZ StEPS); andthe Company receives confirmation from theNominee that the Nominee has received
written confirmation from the Beneficial
Holder(s) of the shares voted by the
Nominee, to the effect that the Beneficial
Holder(s) does not have any ANZ StEPS.
No exemption was obtained for Item 2(b)as ASIC does not have power under the
Corporations Act to provide an exemption
in respect of the voting restrictions for theselective capital reduction under section
256C(2)(a).
The Company will not disregard a vote if it
is cast by a person who holds ANZ StEPS (ortheir associate) as proxy for a shareholder
who is entitled to vote, in accordance withthe directions on the proxy form.
Shareholders who are not also ANZ StEPS
holders, are not subject to any voting
restrictions in relation to Items 2(a) or 2(b).
If shareholders (including nominees
or custodians) have questions on thevoting restrictions for Items 2(a) and2(b), they should contact the Company’s
Share Registrar 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).

3. MODIFICATION OF THE CONSTITUTION
To consider and, if thought fit, to pass thefollowing resolution as a special resolution:“That the Company adopt as its Constitution
the document tabled at the 2007 Annual
General Meeting and signed by the
Chairman for the purposes of identification,in substitution for, and to the exclusion of,
the existing Constitution.”

4. GRANT OF DEFERRED SHARESTO MR MICHAEL SMITH
To consider and, if thought fit, to pass thefollowing resolution as an ordinary resolution:“In accordance with ASX Listing Rule 10.14,
that approval be given for the allocation of
A$9 million worth of Deferred Shares for the
benefit of Mr Michael Smith, the Managing
Director and Chief Executive Officer of theCompany, on the terms described in the
Explanatory Notes which accompany the
Notice convening the 2007 Annual General
Meeting.”

5. GRANT OF PERFORMANCE RIGHTSTO MR MICHAEL SMITH
To consider and, if thought fit, to pass
the following resolution as an ordinary
resolution:“In accordance with ASX Listing Rule 10.14,
that approval be given for the grant of 3
tranches of Performance Rights equivalent
in value to A$9 million to Mr Michael Smith,
the Managing Director and Chief Executive
Officer of the Company, on the terms
described in the Explanatory Notes whichaccompany the Notice convening the 2007
Annual General Meeting.”
Voting restrictions
The Company will disregard any votes caston Items 4 and 5 by Mr Smith, any other
Director and their respective associates.
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 the Meetingas proxy for a shareholder who is entitledto vote, in accordance with a direction on
the proxy form to vote as the proxy decides.

6. ADOPTION OF THE REMUNERATIONREPORT
To adopt the Remuneration Report for theyear ended 30 September 2007.
The vote on this resolution is advisory only.

7. ELECTION OF DIRECTORS(a) To elect a Director – Mr R.J. Reeves
Mr Reeves, being eligible, offers himself forelection.
(b) To re-elect a Director – Mr D.E. Meiklejohn
Mr Meiklejohn retires in accordance with theCompany’s Constitution and, being eligible,
offers himself for re-election.
(c) To re-elect a Director – Mr J.P. Morschel
Mr Morschel retires in accordance with theCompany’s Constitution and, being eligible,
offers himself for re-election.
(d) To elect a Director – Mr I.J. Macfarlane, AC
Mr Macfarlane retires in accordance with theCompany’s Constitution and, being eligible,
offers himself for election.
(e) To re-elect a Director – Dr G.J. Clark
Dr Clark retires in accordance with theCompany’s Constitution and, being eligible,
offers himself for re-election.

UNDIRECTED PROXIESWhere permitted, the Chairman of the
Meeting intends to vote undirected proxies
in favour of all Items except the election of
Mr Reeves, where he intends to vote againstthat Item.

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 holdersof shares at 7.00pm (Melbourne time) on
Sunday, 16 December 2007.
Holders of the Company’s ordinary shares
may vote on all Items of Business, subject tothe voting restrictions described above for
Items 2(a), 2(b), 4 and 5.

Holders of the Company’s preference shares(which includes ANZ StEPS holders) may
vote on Items 2(a) and 2(b) in this Noticeof Meeting (subject to the voting restrictions
described above for Items 2(a) and 2(b)) but
not on any other Item of Business.

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
is appointed as a proxy, it must ensurethat it appoints a corporate representativein accordance with section 250D of the
Corporations Act to exercise its powers as
proxy at the Meeting.
A shareholder who is entitled 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

ANZ Share Registrar
Yarra Falls
452 Johnston Street
Abbotsford
Victoria 3067
Australia
New Zealand
ANZ Share Registrar
Private Bag 92119
Auckland 1020
New Zealand

Proxy appointments and any authorities
under which they are signed (or certified
copies of those authorities) may be sent by
fax to facsimile number (61 3) 9473 2555.
Shareholders may also submit their proxy
instructions electronically to ANZ’s Share
Registrar by visiting the Company’s website

www.anz.com and clicking on the following
links: shareholders (top of page) > Annual
General Meeting (left hand side) > Electronic
Proxy Form (body of text).
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, the instrument
effecting the appointment (or a certified
copy of it) must be received by the Company
at its registered office or one of theaddresses listed above for the receipt ofproxy appointments at least 48 hours before
the Meeting.

CORPORATEREPRESENTATIVES
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.
By Order of the Board

Bob Santamaria
Secretary
Melbourne
16 November 2007

ANZ Notice of 2007 Annual General Meeting 3

NOTICE OF MEETING

EXPLANATORY NOTESITEM 1 ANNUAL REPORTS
A copy of the Company’s 2007 Annual
Report, including the Financial Report andthe Reports of the Directors and of the
Auditor for the year ended 30 September
2007, may be accessed by visiting theCompany’s website www.anz.com and clicking
on the following links: shareholders (topof page) > Annual General Meeting (left handside) > 2007 Annual Report (body of text).
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 THE BUY BACKAGREEMENT AND A SELECTIVE
REDUCTION OF CAPITAL RELATING
TO THE PREFERENCE SHARES WHICH
FORM PART OF ANZ StEPSIntroduction
In September 2003, the Company issued
10 million ANZ Stapled Exchangeable
Preferred Securities (ANZ StEPS) at anissue price of A$100 each to raise
A$1,000 million in Tier 1 capital.
Each ANZ StEPS is a stapled security consistingof two fully paid securities that may not be
traded separately. The securities are:an interest paying, reset, unsecured note(each a Note) issued by ANZ Holdings(New Zealand) Limited, a wholly-owned
subsidiary of the Company; anda preference share in the share capital of
the Company (each a Preference Share).
The ANZ StEPS are listed on the Australian
Securities Exchange (ASX).
The full terms of issue of the Notes andthe Preference Shares (including the termsof any exchange of the Preference Shares(see below)) are set out in Appendix Aof the ANZ StEPS Prospectus dated and4lodged with the Australian Securities andInvestments Commission on 14 August 2003
(Prospectus). You can obtain a free copyof the Prospectus from the Company
by contacting Investor Relations on(61 3) 9273 6466 or you can access it on
the Company’s website at www.anz.com/
anzsteps/prospectus.asp?agree=on.
Why are we seeking shareholder approval?
As part of the Company’s capitalmanagement strategy, the Board regularly
monitors and reviews the most cost efficientand effective forms of capital available. This
has led to the Board forming the view that
the Company should have the maximum
flexibility to exchange the Preference Shares
which form part of the ANZ StEPS at a futuredate without the need to convene a further
general meeting of shareholders.
The terms of the ANZ StEPS contemplatethat in certain circumstances, subject toobtaining the consent of the Australian
Prudential Regulation Authority (APRA),
the Company may, or may be required by aholder of ANZ StEPS to, exchange (Exchange)
the Preference Shares by way of, in eachcase at the discretion of the Company:a redemption, buy back, transfer toa controlled entity of the Company(a Group Entity) or cancellation (eacha Repurchase); or
only in the case where an Exchange
is required by a holder of ANZ StEPS,
procuring the acquisition of the Preference
Shares by a third party; orconversion into ordinary shares in the
Company (Ordinary Shares) in accordancewith a formula prescribed in the terms of
issue of the Preference Shares (Conversion).
When any Preference Share is Exchanged,
the corresponding Note which forms partof the relevant ANZ StEPS is unstapled fromthat Preference Share and automaticallyassigned (without further consideration) to
ANZ Capital Funding Pty Ltd (Assignee) sothat all amounts payable in respect of theNote after the date of Exchange are paid
to the Assignee.
The terms of a Repurchase of Preference
Shares may require prior approval by theCompany’s shareholders in accordancewith the Corporations Act. In particular, theCorporations Act requires that:(buy back) the terms of a buy backagreement in relation to the Preference
Shares be approved by a special resolution

passed at a general meeting of theCompany, with no votes being cast in
favour of the resolution by any person
whose Preference Shares are proposed to
be bought back or by their associates; and(capital reduction) a selective reductionof capital in relation to the Preference
Shares, including involving cancellationof the Preference Shares, be approved bya special resolution passed at a general
meeting of the Company, with no votes
being cast in favour of the resolution by
any person who is to receive considerationas part of the reduction, or by theirassociates.
Accordingly, the Board is seeking
shareholder approval of both a buy backand a capital reduction to give the Company
flexibility to undertake a future Exchangeof the Preference Shares in the most costeffective and efficient manner.
The special resolutions in relation to the buyback and capital reduction each operate asalternatives to the Company’s other rights.
No shareholder approval is required toeffect any other form of Exchange, including
a redemption of the Preference Shares ora Conversion. However, the Corporations
Act prescribes that the Preference Shares
may only be redeemed out of profits or theproceeds of a fresh issue of shares madefor the purpose of the redemption. Such
restrictions do not apply to the funding of
a buy back or capital reduction in relation
to the Preference Shares, if approvedby shareholders, although, if any suchcapital reduction involves a cancellation ofPreference Shares, then a further special
resolution of only the holders of thePreference Shares forming part of the ANZ
StEPS (Holders) which are to be cancelled isrequired to approve the capital reduction.
Will any Exchange of Preference Sharestake place?
No decision has been made by the Board
whether to Exchange the Preference Shares(whether by way of a Repurchase or othermethod of Exchange) or when any Exchange
might occur.
The Board will only decide to Exchange
Preference Shares if it considers it is in
the best interests of the Company. This
may depend, among other things, on thecapital position of the Company and its
consolidated group, conditions in domestic
and international capital markets and changes
in the prudential regulation of the Company.

What is the purpose of these
Explanatory Notes?
The purpose of these Explanatory Notes inrelation to Item 2 is to state all information
known to the Company that is material tothe decision on how to vote on the special
resolutions. The following additional
information may be material to the decisionon how to vote in relation to a Repurchase of
the Preference Shares by way of buy back or
capital reduction:(a) Summary of the material Repurchaseterms and process
The terms of and process for implementing a
Repurchase of the Preference Shares are set
out in the terms of issue of the Preference
Shares and the Notes in Appendix A of theProspectus. Some or all of the 10 million
Preference Shares on issue may be affectedby any Repurchase.
In summary, in order to Repurchase some or
all of the Preference Shares, whether at theCompany’s discretion or following receipt ofnotice to Exchange from a Holder or Holders:the Company must give irrevocable
notice to the relevant Holder or Holders
as applicable that some or all of thePreference Shares will be Repurchased,
specifying the method of the proposed
Repurchase and the date (the RepurchaseDate) on which the Repurchase is to occur;
APRA must have given its consent to the
Repurchase; andon the Repurchase Date:(i) each Preference Share to which a notice
relates will be Repurchased by theCompany in consideration of payment
of A$100 to the relevant Holder; and(ii) except where a Preference Share istransferred to a Group Entity, all otherrights conferred or restrictions imposedon those Repurchased Preference Shares
under the terms of issue of the Preference
Shares will no longer have effect, except
for rights relating to declared dividends
which have not been paid on or before
the Repurchase Date.
All Preference Shares Repurchased by
the Company (other than Preference
Shares transferred to a Group Entity) will
be cancelled.

(b) Interests of Directors
Each Director confirms that he or she
does not have a beneficial interest in any
ANZ StEPS or the associated Notes orPreference Shares.
(c) Financial effect of the Repurchaseon the Company
The Repurchase of each Preference Sharerequires a payment by the Company
of A$100. The cost of Repurchasing allof the Preference Shares would be
A$1,000 million. The Company will not
Repurchase Preference Shares if to do sowould materially prejudice the Company’s
ability to pay its creditors.
As indicated above, the Repurchase of any
Preference Share would be conducted inconjunction with the assignment of thecorresponding Note forming part of therelevant ANZ StEPS to the Assignee. The
Company is not required to pay Holders any
cash in connection with the assignment of
any Notes. Therefore, no funds, in addition
to the consideration paid to the Holders for
any Repurchase of any Preference Shares,
are required for the assignment of the Notes.
(d) Source of funds for the Repurchase
The Company maintains significant cash
reserves and has other funding alternatives
that could be used to implement any
Repurchase of some or all of the Preference
Shares. The Directors of the Company would,
at the relevant time, consider the bestalternative or combination of alternatives
for funding any Repurchase of the Preference
Shares.
(e) Effect of Repurchase on controlof the Company
Each Preference Share entitles a Holder tolimited voting rights. Holders are entitled tovote at a general meeting of the Company,
together with the holders of Ordinary Shares(to the extent such holders are entitledto vote), on the basis of one vote for each
Preference Share held (if a poll is conducted)
on a limited number of resolutions, including
on any proposal to wind up the Company or
any proposal to affect the rights attaching
to the Preference Shares. (However, as set
out in the details of the voting restrictions
that apply in relation to Item 2 which areincluded in this Notice of Meeting, Holders
are not entitled to vote in favour of eitherof the special resolutions that form part of
Item 2). In the circumstances that Holders
are eligible to vote on a resolution, the total
number of votes capable of being exercisedby the Holders would be 10 million. The
total number of votes capable of being
exercised by holders of Ordinary Shares as
at 15 October 2007 was 1,864,836,518.
Given the limited circumstances in which
Holders can vote, and the nature of thePreference Shares, the Board considers thatany Repurchase of the Preference Shareswould have no effect on the control of theCompany.
(f) Current market price
The market price of ANZ StEPS shown on the
ASX as at the close of trading on 15 October2007 was A$101.60 per ANZ StEPS.
(g) Fair and reasonable
The Corporations Act prescribes that theCompany may only reduce its share capitalin a way that is fair and reasonable to theCompany’s shareholders as a whole. The
Company considers that any Repurchase of
the Preference Shares by way of a capital
reduction would be fair and reasonable
to the Company’s shareholders as awhole given that it is proposed merely as
an alternative to other existing rights to
Exchange the Preference Shares, including
by redemption or buy back, and theCompany would not effect a Repurchaseif there would be any material prejudice
to the Company’s creditors.
Board Recommendation: The Board
considers that giving the Company the ability
to selectively buy back, or effect a reductionof capital in relation to, the Preference
Shares forming part of the ANZ StEPS is in
the interests of the Company as it provides
the Company with greater flexibility to
implement its capital management strategy.
On this basis, the Board recommends thatshareholders eligible to do so vote in favourof each of the special resolutions in Item 2.

ANZ Notice of 2007 Annual General Meeting 5

NOTICE OF MEETINGITEM 3 MODIFICATION OF THE
CONSTITUTION
The Company proposes certain changes to
the Constitution to allow the Company toenable shareholders in the future to votedirectly on resolutions considered at a
general meeting by submitting their votes
to the Company before the meeting.
A copy of the Constitution, marked-up toshow the proposed changes to the existing
Constitution, can be obtained prior to
the Meeting from the Company’s website
www.anz.com by clicking on the following
links: shareholders (top of page) > Annual
General Meeting (left hand side) > Proposed
Amended Constitution (body of text), or bycontacting the Company’s Share Registrar 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).
The changes to the Constitution to allow
direct voting (rules 17.5 to 17.8) will
enable shareholders to submit in advanceof a general meeting (for example, by
mail or email) a vote on a resolution to beconsidered at that meeting. This additional
method of voting will provide shareholders
with an alternative to appointing a proxywhen they cannot attend the meetingin person (if the Company determinesthat direct voting should be permitted).
Shareholders will continue to be entitled toappoint proxies if they so desire even if theCompany decides to introduce direct voting
at future meetings.
The rules dealing with direct voting authorise
the Board to determine whether direct voting
should be permitted for a particular meeting,and to make regulations for the form of
a direct vote and the manner in which it
may be cast. The proposed direct voting
rules in the Constitution will also set out
how a direct vote is to be treated in certain
circumstances, for example:

Board Recommendation: The Board
considers that the proposed changes to theCompany’s Constitution are appropriate as
they will provide the Company with theability to expand the ways in whichshareholders can exercise their voting rights
at general meetings of the Company.
Accordingly, the Board recommends thatshareholders vote in favour of Item 3.

ITEM 4 GRANT OF DEFERRED SHARESTO MR MICHAEL SMITH
The Company announced on 12 June2007 the appointment of Mr Smith as theManaging Director and Chief Executive
Officer of the Company from 1 October 2007.
As part of Mr Smith’s contract, the Board
agreed to provide him A$9 million
compensation in consideration for
remuneration foregone from his previous
employer on joining ANZ.
In accordance with the terms of Mr Smith’scontract, he was able to elect to receive thiscompensation as either Deferred Shares orDeferred Cash or a combination of each;
Mr Smith elected at the commencement of
his employment to receive this additional
compensation in the form of A$9 million
worth of Deferred Shares (ANZ Deferred
Shares). Shareholder approval is therefore
sought for the allocation of Deferred Sharesin accordance with Mr Smith’s sign on
arrangement.
The ANZ Deferred Shares will vest over the
3 year period as follows:
One third (or A$3 million worth) to vest
on 1 October 2008.
One third (or A$3 million worth) to vest
on 1 October 2009.

a direct vote is not counted if a resolution
is decided on a show of hands;

One third (or A$3 million worth) to vest
on 1 October 2010.

a direct vote received for a resolution
before the meeting, is taken to be a voteon that resolution as amended, if thechairman of the meeting determines thatthat is appropriate;

Given the purpose of the sign on
arrangement for Mr Smith is to compensate
him for remuneration foregone from his
previous employer, the ANZ Deferred Shares
will not be subject to any performance
hurdles. The allocation of ANZ Deferred
Shares and the time vesting component,
will however strengthen the alignmentof Mr Smith’s interests with shareholders.

a direct vote received before the relevant
deadline for the meeting has the effectof revoking any prior proxy or attorneyappointments; and6a direct vote is taken to be revoked if
the shareholder attends the meeting inperson, or if, before the relevant deadline
for the meeting, a proxy or attorney for the
meeting is appointed by the shareholder.

If shareholder approval is not granted, theCompany will pay the value of the Deferred
Share component to Mr Smith in cash on therelevant vesting dates.
a) Deferred Shares
An ANZ Deferred Share is an ordinary fully
paid share in the Company registered in thename of the trustee of the ANZ Employee
Share Acquisition Plan, for the beneficial
interest of Mr Smith. The ANZ Deferred
Shares will be held in trust subject to:
the rules of the ANZ Employee Share
Acquisition Plan;
meeting the time hurdles; andtreatment on termination (refer to (d)).
Mr Smith will be entitled to receive any
dividends, bonus issues and other benefits
accruing in respect of normal ordinary
shares.
Mr Smith is not entitled to trade, transfer orotherwise deal in (including entering into
any hedging arrangements) the ANZ Deferred
Shares prior to vesting.
b) Valuation of ANZ Deferred Shares
The actual number of ANZ Deferred Shares
allocated to Mr Smith will depend upon thevaluation at the 19 December 2007 grant
date; however the value allocated will not
exceed the maximum value of A$9 million.
The share allocation valuation is set for ANZ
Deferred Shares using the volume-weighted
average price (VWAP) of the Company’s
shares traded in the week prior to andincluding the grant date.
For example, based on a grant value ofA$9 million and a VWAP of A$30, thenumber of ANZ Deferred Shares that would
be allocated is 300,000 (A$9 million / A$30
= 300,000).
c) Acquisition price and vesting
Mr Smith is not required to pay any amountfor these ANZ Deferred Shares. At the endof the relevant vesting period, Mr Smith canchoose to retain the relevant shares in trust,transfer them into his own name in the main
share register of shareholders, or sell them(subject to the the Company’s Securities
Trading Policy).
While the ANZ Deferred Shares are held in
trust, they will continue to be subject toforfeiture in the event of termination without
notice by ANZ.

d) Treatment on termination
If Mr Smith:resigns, any unvested ANZ Deferred Shares
will be forfeited;is terminated on notice, all ANZ Deferred
Shares will vest in full;is terminated without notice, all ANZ
Deferred Shares will be forfeited (including
any vested or unvested ANZ Deferred
Shares held in trust); or
in the case of death or total and permanent
disability, then all ANZ Deferred Shares will
vest.
Subject to the above, the rules of the ANZ
Employee Share Acquisition Plan will apply
in respect of the ANZ Deferred Shares
allocated to Mr Smith.
A copy of the ANZ Employee Share
Acquisition Plan rules is available uponrequest from the Company Secretary.
e) Additional information
The ASX Listing Rules require that this Noticeof Meeting include the following additional
information in relation to the ANZ Deferred
Shares to be allocated to Mr Smith.
Mr Smith is the only Director entitled toparticipate in the ANZ Employee Share
Acquisition Plan and receive ANZ Deferred
Shares. He has not previously received ANZ
Deferred Shares under the ANZ Employee
Share Acquisition Plan. No associate of any
Director is entitled to participate.
There is no loan scheme in relation to theacquisition of the ANZ Deferred Shares as no
payment is required.
It is currently intended that the ANZ Deferred
Shares will be allocated on 19 December
2007. In any event they will be allocated nolater than 12 months after the date of thisMeeting, on the conditions described inthese Explanatory Notes.
It is intended that the relevant ANZ Deferred
Shares will be acquired on market. However,
the rules of the ANZ Employee Share
Acquisition Plan provide the Board with theflexibility to issue the ANZ Deferred Shares.
Board Recommendation: The Board
considers that the granting of ANZ Deferred
Shares (Item 4) and Performance Rights(Item 5) to Mr Smith is appropriate having
regard to the need to attract and motivate
Mr Smith as the Managing Director and Chief
Executive Officer, and is in the best interestsof both the Company and its shareholders,
as the grants strengthen the alignment of

Mr Smith’s interests with shareholders.
Accordingly, the Board recommends thatshareholders vote in favour of Item 4.

ITEM 5 GRANT OF PERFORMANCERIGHTS TO MR MICHAEL SMITH
Shareholder approval is sought for the
Board’s proposal to grant Performance
Rights to Mr Smith under the ANZ Employee
Share Option Plan, on the terms andconditions outlined below.
As part of Mr Smith’s contract, the Board
agreed to provide Mr Smith with longterm incentives for the first 3 years of Mr
Smith’s employment, comprising a grant of
Performance Rights in 3 tranches as follows:
Tranche 1: An allocation of Performance
Rights to the value of A$3 million. These
Performance Rights will vest 3 years
from the date of grant subject tosatisfactorily meeting the time andperformance hurdles.
Tranche 2: An allocation of Performance
Rights to the value of A$3 million. These
Performance Rights will vest 4 years fromthe date of grant subject to satisfactorily
meeting the time and performance hurdles.
Tranche 3: An allocation of Performance
Rights to the value of A$3 million. These
Performance Rights will vest 5 years fromthe date of grant subject to satisfactorily
meeting the time and performance hurdles.
For each of the 3 tranches, there will be
an exercise period ending 12 months after
the vesting date.
The Board is of the view that the longer term
performance incentive component of Mr
Smith’s employment package should beclosely aligned to that of the total return toshareholders. In this regard, the number of
Performance Rights and the terms described
below are designed to provide a continuing
incentive for Mr Smith to produce value
for shareholders and to reward him if he issuccessful. Consistent with this, the vestingof the Performance Rights will be subject tothe performance hurdle as set out below.
In the event that shareholders do not
approve the above grant of Performance
Rights, then subject to meeting the time andperformance hurdles, an equivalent value
will be paid in cash.
a) Performance Rights
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 time and performance hurdles.
Upon exercise, each Performance Right
entitles the holder to one ordinary
ANZ share.
Performance Rights are designed to reward
for share price growth based upon the
Company’s total shareholder return (TSR).
Upon exercise, the holder will receive thefull value of the share, similar to an ANZ
Deferred Share.
Mr Smith will not be entitled to receive any
dividends and other benefits accruing inrespect of normal ordinary shares prior to
the vesting and exercise of the Performance
Rights.
Performance Rights will be available forexercise after the time and performance
hurdles have been met. The performance
hurdle is described below. Once a
Performance Right has been exercised,
it will no longer be subject to forfeiture.
Mr Smith is not entitled to trade, transfer
or otherwise deal in (including entering
into any hedging arrangements) the
Performance Rights or the underlying
shares prior to vesting.
If approved by shareholders, the Performance
Rights will be granted to Mr Smith on 19
December 2007 on the conditions describedin these Explanatory Notes.
b) Valuation of Performance Rights
The actual number of Performance Rights
granted to Mr Smith will depend upon thevaluation at the 19 December 2007 grant
date; however the allocation value will not
exceed the A$3 million maximum for each of
the 3 tranches. The dollar value at grant may
also vary from the value at some future date,as it will depend on the TSR performanceof the Company relative to the Comparative
TSRs and the share price at the time (this isdiscussed at (d) below).
PricewaterhouseCoopers and Mercer Finance& Risk Consulting will independently value
the Performance Rights for each of the 3
tranches. The valuation model takes into
account a range of factors to determine thevalue of a Performance Right such as the lifeof the Performance Rights, the probability ofvesting, the current price of the underlying
shares, expected volatility of the share priceand the dividends expected on the shares. In
accordance with AASB 2, the model reflects
both the performance hurdle that currently
applies to the Performance Rights and thenon-transferability of the Performance Rights.

ANZ Notice of 2007 Annual General Meeting 7

NOTICE OF MEETING

Under the terms of the Performance Rights,
the performance hurdle must be met before
the Performance Rights may be exercised
during the exercise period. These valuations
will be reviewed by KPMG and the highest
acceptable value will then be approved by
the Board as the allocation value.
For example, based on a grant value ofA$3 million and an approved allocation
value of A$14.35, the number of
Performance Rights that would be allocatedis 209,059 (A$3 million / A$14.35 =
209,059.23).
c) Acquisition and Exercise price
Mr Smith is not required to pay any amountfor the grant of the Performance Rights, orupon the exercise of the Performance Rights
to acquire ordinary fully paid shares of theCompany. This means that, subject tomeeting the time and performance vesting
criteria, Mr Smith may convert his
Performance Rights into fully paid ordinary
shares at nil cost, any time during therelevant 12 month exercise period (subject
to the Company’s Securities Trading Policy).
d) How do Performance Rights vest?
The Performance Rights will be exercisable(subject to meeting the performance hurdle)
as follows:
Tranche 1: In the period starting on
19 December 2010 and ending on
19 December 2011.
Tranche 2: In the period starting on
19 December 2011 and ending on
19 December 2012.
Tranche 3: In the period starting on
19 December 2012 and ending on
19 December 2013.
The performance hurdle involves comparing
the Company’s TSR (the ANZ TSR) against
the TSR of each entity in the following
Board approved comparator group of major
financial services companies in the S&P/ASX
100 Index.
Comparative TSRs
Commonwealth Bank of Australia, National
Australia Bank Limited, Westpac Banking
Corporation, St. George Bank Limited,
Suncorp-Metway Limited, Macquarie Bank
Limited, AMP Limited, AXA Asia Pacific
Holdings Limited, QBE Insurance Group
Limited and Insurance Australia Group
Limited.

8

Broadly speaking, TSR is share price growthplus the value of the dividends anddistributions on the relevant shares. The
proportion of Performance Rights that will
become exercisable will depend upon asingle point testing (for each of the 3
tranches) of the TSR achieved by theCompany relative to the Comparative TSRs at
the end of the vesting period for eachtranche. An average calculation will be used
for TSR over a 90 day period for start andend values in order to reduce the impact
of share price volatility.
No Performance Rights will vest unless thepercentile ranking of the ANZ TSR as against
the Comparative TSRs, is at or above the50th percentile. At the 50th percentile,half of the Performance Rights will vest.
Below that ranking, no Performance
Rights will vest.
For each percentile above the 50th
percentile, an additional 2% of the
Performance Rights will vest. For example, if
the ANZ TSR is at the 60th percentile(relative to the Comparative TSRs),
70% of the Performance Rights will vest.
If the ANZ TSR is ranked at or above the 75th
percentile, as against the Comparative TSRs,
100% of the Performance Rights will vest.
Each of the three tranches will be measured
separately at each of the vesting dates.
Therefore, the level of vesting for any one
tranche is independent of the other two
tranches.
e) When are the performance hurdles tested?
The ANZ TSR and Comparative TSRs will
be measured over the period starting fromthe grant date of the Performance Rights(being 19 December 2007) and ending
on 19 December 2010 for Tranche 1,
19 December 2011 for Tranche 2, and
19 December 2012 for Tranche 3. Eachtranche of Performance Rights will only betested once at the end of the relevant vesting
period and will not be re-tested.
f) Treatment on termination
If Mr Smith:resigns, all unexercised Performance Rights
will be forfeited;is terminated on notice, all Performance
Rights which have vested or which vest
during the notice period will be retained
and become exercisable; all Performance

Rights which have not yet vested will
be retained and will vest and become
exercisable, subject to the relevant timeand performance hurdles;
is terminated without notice, all
Performance Rights will be forfeited(whether or not the Performance Rights
have already vested); or
in the case of death or total and permanent
disability, any unvested Performance
Rights will vest.
Subject to the above, the rules of the ANZ
Employee Share Option Plan will apply inrespect of the Performance Rights granted to
Mr Smith.
A copy of the ANZ Employee Share Option
Plan rules is available upon request from theCompany Secretary.
g) Additional information
The ASX Listing Rules require that this Noticeof Meeting include the following additional
information in relation to the Performance
Rights to be granted to Mr Smith.
Mr Smith is the only Director entitled toparticipate in the ANZ Employee Share
Option Plan and receive Performance Rights.
He has not previously received Performance
Rights under the ANZ Employee Share Option
Plan. No associate of any Director is entitledto participate.
There is no loan scheme in relation to theacquisition of the Performance Rights (or theshares underlying them) as no payment isrequired.
It is currently intended that the Performance
Rights will be granted to Mr Smith on
19 December 2007. In any event they will be
granted no later than 12 months after thedate of this Meeting, on the conditions
described in these Explanatory Notes.
On vesting of the Performance Rights, shares
may be issued or acquired on market.
The rules of the ANZ Employee Share Option
Plan address the impact of rights issues andbonus issues on the Performance Rights.
Board Recommendation: The Board
considers that the granting of Performance
Rights (Item 5) and ANZ Deferred Shares(Item 4) to Mr Smith is appropriate having
regard to the need to attract and motivate
Mr Smith as the Managing Director and Chief
Executive Officer, and is in the best interests

of both the Company and its shareholders,
as the grants strengthen the alignment of
Mr Smith’s interests with shareholders, and
the Performance Rights provide a stronglink between the reward for Mr Smith’s
performance and total shareholder returns
over the next 3 to 5 year period. Accordingly,
the Board recommends that shareholders
vote in favour of Item 5.

ITEM 6 ADOPTION OF THE
REMUNERATION REPORTAs required by the Corporations Act, theBoard is presenting 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 and amount of
remuneration of the Company’s Directors
and most senior executives;a description of the relationshipbetween the remuneration policy andthe Company’s performance;
a detailed summary of relevant
performance conditions, including asummary of why they were chosen and how
performance is measured against them;andremuneration details for key management
personnel (including the Directors of theCompany, and the relevant executives who
received the highest remuneration for theperiod ended 30 September 2007).
A copy of the Remuneration Report, which ispart of the 2007 Annual Report, is available
by contacting the Company’s Share Registrar
or by visiting the Company’s website www.
anz.com and clicking on the following links:
shareholders (top of page) > Annual General
Meeting (left hand side) > 2007 Annual
Report (body of text).
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 6.

ITEM 7 ELECTION OF DIRECTORSMr Meiklejohn, Mr Morschel, Mr Macfarlane
and Dr Clark retire in accordance with theCompany’s Constitution. Each of these
Directors offer themselves for re-election orelection. Mr Reeves has nominated himself
for election as a Director, although his
candidacy is not supported by the Board.
While 5 candidates are standing, amaximum of 4 candidates may be elected as
Directors in accordance with the Company’s
Constitution. To be elected, a candidate
needs to receive more “for” votes than“against” votes. If all 5 candidates satisfy
this condition, the candidates elected willbe those 4 with the highest number of “for”
votes. Each shareholder may vote in favourof up to 4 candidates, but not in favour of
all 5 candidates. The proxy form 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: 57
Mr Reeves has requested the following
statement be included in this Notice ofMeeting:
Following the successful settlement of a legal
action against ANZ (in which I alleged
misleading and deceptive conduct, breach ofcontract and defamation), I offer my services
to ANZ Shareholders to assist in overcominga recurrence of the related costly events.
Federal Court Reference VID 339/05.

Board Recommendation: The Board does notendorse the election of Mr Reeves
as a Director.
Important Note: The above information on
Mr Reeves was provided by the candidate
and has not been verified by the Company.
Mr Meiklejohn
Mr D.E. Meiklejohn
BCom, DipEd, FCPA, FAICD, FAIM
Company Director
Independent non-executive Director,
appointed in October 2004.
Mr Meiklejohn is Chairman of the Audit
Committee and a member of the GovernanceCommittee and the Risk Committee. He is
Chairman of PaperlinX Limited, a Director of
Coca Cola Amatil Limited and Mirrabooka
Investments Limited, and President of the
Melbourne Cricket Club. He is a former
Chairman of SPC Ardmona Limited, a former
Deputy Chairman of GasNet Australia
Limited, a former Director of WMC Resources
Limited and OneSteel Limited, and a former
Director and Chief Financial Officer of Amcor
Limited.
Lives in Melbourne. Age: 65
Mr Meiklejohn is a Fellow of CPA Australia,
and brings to the Board a strong backgroundin finance and accounting as well as thebenefit of his experience through his
directorships of major Australian companies
spanning a range of industries.
Board Recommendation: The Board(excluding Mr Meiklejohn because of his
interest) endorses the re-election of
Mr Meiklejohn as a Director.

Based on my employment experienceswith ANZ I believe ANZ’s Governancepractices and accountabilities need to be
vastly improved.
I believe the action and subsequent
settlement was avoidable and has cost the
ANZ (and its Shareholders) in both monetary
terms and reputation.
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.

ANZ Notice of 2007 Annual General Meeting 9

NOTICE OF MEETING

Mr Morschel
Mr J.P. Morschel
DipQS, FAIM
Company Director
Independent non-executive Director,
appointed in October 2004.
Mr Morschel is Chairman of the Risk
Committee and a member of the People
Committee. He is a Director of Singapore
Telecommunications Limited, Tenix Pty
Limited and Gifford Communications Pty
Limited. He is a former Chairman of
Rinker Group Limited and Leighton Holdings
Limited, and a former Director of Rio Tinto Plc
and Rio Tinto Limited. Mr Morschel was
Managing Director of Lend Lease Corporationfrom 1988 to 1995 and was a Director ofWestpac Banking Corporation between
1993 and 2001, including two years as an
Executive Director where his responsibilities
included retail banking and wealthmanagement.
Lives in Sydney. Age: 64
Mr Morschel has a strong background inbanking, financial services, and property
as well as a depth of experience as a
Chairman and Director of major Australianand international companies.
Board Recommendation: The Board(excluding Mr Morschel because of his
interest) endorses the re-election of
Mr Morschel as a Director.
Mr Macfarlane, AC
Mr I.J. Macfarlane, AC
BEc (Hons), MEc, Hon DSc (Syd),
Hon DCom (Melb), Hon DLitt (Macq)
and Hon LLD (Monash)
Company Director
Independent non-executive Director,
appointed in February 2007.
Mr Macfarlane is Chairman of theGovernance Committee and a member of the
Risk Committee and the Technology
Committee. He is a Director of Woolworths
Limited and Leighton Holdings Limited, anda member of the International Advisory
Board of Goldman Sachs International.
He is also a Director of the Lowy Institute forInternational Policy. Mr Macfarlane was
Governor of the Reserve Bank of Australia
between 1996 and 2006.
Lives in Sydney. Age: 6110During his 28 year career at the Reserve
Bank of Australia, Mr Macfarlane made asignificant contribution to economic policyin Australia, and internationally where he
was the Inaugural Chairman of the Asian
Consultative Council for the Bank forInternational Settlements. Mr Macfarlane
has been one of Australia’s leading
economic policy makers, and has a deep
understanding of financial markets as well
as a long involvement with Asia.
Board Recommendation: The Board(excluding Mr Macfarlane becauseof his interest) endorses the electionof Mr Macfarlane as a Director.
Dr Clark
Dr G.J. Clark
BSc (Hons), PhD, FAPS, FTSE
Company Director
Independent non-executive Director,
appointed in February 2004.
Dr Clark is Chairman of the Technology
Committee and a member of theGovernance Committee. Dr Clark is Principalof Clark Capital Partners, a US based firmthat advises internationally on technology
and the technology market place, Chairmanof GPM Classified Directories, and a Directorof Babcock & Brown Capital Limited and
KaComm Communications Pty Ltd. He is aformer Director of James Hardie Industries
NV and Acton Semiconductor Pty Limited,and previously held senior executive
positions in IBM, News Corporation, andLoral Space and Communications.
Currently based in New York, USA but also
resides in Sydney. Age: 64
Dr Clark brings to the Board the benefits ofinternational business experience, and a
distinguished career in micro-electronics,
computing and communications.
Board Recommendation: The Board(excluding Dr Clark because of his interest)
endorses the re-election of Dr Clark as a
Director.

Convention
CentreAGM LOCATION Perth Convention Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia

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