2021 / N OT I C E
OF MEETING

CONTENTS
Important Dates
Annual General Meeting Agenda

1

How business will be conducted at the meeting

1

Discussion and asking questions

1

Virtual AGM & Webcast

1

Notice of 2021 Annual General Meeting2

Explanatory Notes

5

The 2021 Annual General Meeting (AGM or Meeting) of Australia and
New Zealand Banking Group Limited (Company or ANZ) will be held virtuallyon Thursday, 16 December 2021 commencing at 10:00am (AEDT).
The AGM will be held using our online AGM platform at web.lumiagm.com/393369083.
Further information on how to participate virtually is set out in this Notice, the Virtual AGM Guide
and Virtual AGM Frequently Asked Questions document.
IMPORTANT DATESAll times are given in Australian Eastern Daylight Time
(AEDT) unless otherwise specified.

14 December 2021
10:00am (AEDT)
Latest time for receipt of proxy appointments

2021 ANNUAL REPORTThe Annual Report provides detailed financial data andinformation on the Group’s performance as required tocomply with applicable regulatory requirements. We also
issue an Annual Review which is a non-statutory document
covering key performance areas, financial information,
remuneration details and corporate responsibility.

16 December 2021
10:00am (AEDT)
Annual General Meeting

16 December 2021
2021 Final Dividend Payment Date

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

2021 Annual Reportanz.com/annualreportAnnual General Meeting Agenda
9:00amRegistration opens – please log onto your electronic
device and register your attendance(you will need your SRN/HIN number in order to login to the online AGM
platform. For Proxyholders, a login will be provided to you by Computershare)

10:00am

AGM commences
Chairman’s welcome to shareholders and presentation
Chief Executive Officer’s presentation
Items of business

HOW BUSINESS WILL BE CONDUCTEDAT THE MEETING
The AGM is an important event and we encourage shareholders toactively participate.
Important information about the conduct of the Meeting is set out below.

DISCUSSION AND ASKING QUESTIONS
Discussion will take place on all items of business that are put to the
Meeting – refer to “Business” and “Explanatory Notes” sections for further
information relating to the items of business.
Shareholders will have a reasonable opportunity to ask questions or
make comments at the AGM via the online platform or verbally byphone, including an opportunity to ask questions of the Company’s
External Auditor, KPMG.
To ensure that as many shareholders as possible have the opportunity toparticipate, shareholders are requested to observe the following guidelines:• all shareholder questions should be stated clearly and should be
relevant to the business of the Meeting, including arising from the
Financial Report, the Directors’ report (including the Remuneration
Report) and the Auditor’s Report, and general questions about
the performance, business and management of the Company;• if a shareholder has more than one question on an item of business,
all questions should be asked at the one time; and• shareholders should not ask questions at the Meeting relating to
any matters that are personal to the shareholder or commercial
in confidence.
Shareholders who prefer to register questions in advance of the
AGM are invited to do so.
A “Questions from Shareholders Form” will be made available on
our Website anz.com/agm. You can also submit any questions via
the Proxy Voting Link investorvote.com.au/login (Control Nbr 135312).
We will attempt to address as many of the more frequently asked
questions as possible in the Chairman’s and Chief Executive Officer’s
presentations to the Meeting.
Written questions must be received by the Company by 5:00pm(AEDT) on 9 December 2021, and can be submitted online, by mail,or email as set out on the top of the Questions from Shareholders Form.

VIRTUAL AGM & WEBCAST
The AGM will be webcast live for participation by shareholders
and proxyholders via the online AGM Platform atweb.lumiagm.com/393369083.
To participate you will need a computer or mobile/tablet device withinternet access. When you log onto the AGM platform on the morningof the AGM, you will need to provide your details (including SRN or
HIN) to be verified as a shareholder or proxyholder. Proxyholders willneed their login details which will be provided by Computershare nolater than 24 hours before the Meeting. Following this you will be given
details as to how to vote and ask questions online during the AGM.
More information about how to use the AGM online platform (including
how to vote and ask questions online during the AGM) is available inthe Virtual AGM Guide and Virtual AGM Frequently Asked Questions
document, which have been lodged with ASX and are available atanz.com/agm. If you intend to use the online AGM platform, werecommend that you test to see that it works on your device before
the AGM commences at 10:00am.
Further instructions on device configurations are provided in the
Virtual AGM Guide.
Alternatively, shareholders may listen to the proceedings of theAGM by dialling:
Country

NumberAustralia

1800 173 224/1800 556 264

Guest Passcode7500882

New Zealand

0800 452 794/0800 880 585

7500882

Worldwide+61 7 3107 0200

7500882

You will not be able to ask a question or submit a vote using
this method.
To ask a question verbally by phone, please call the Share Registrar on
1800 11 33 99 or +61 3 9415 4010 and press option 3 (ANZ AGM Phone
conference details) to request a PIN and the conference call number. Seequestion 20 in the Virtual AGM Frequently Asked Questions document
for further details.
In addition to the above, shareholders can also watch an archived
recording of the webcast after the Meeting at anz.com/agm.

ANZ 2021 Notice of Meeting1

Notice of 2021
Annual General Meeting
Notice is given that the 53rd Annual General Meeting of the Company will beheld virtually on Thursday, 16 December 2021 commencing at 10:00am (AEDT).
Shareholders may participate in the AGM virtually via our online AGM platform atweb.lumiagm.com/393369083 or via the appointment of a proxy.

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 2021.
There is no requirement for shareholders to approve these reports.

2. Election and re-election of Board Endorsed candidates(a) To elect Ms C E O’Reilly
Ms Christine Elizabeth O’Reilly having been appointed by the Board after
the date of the 2020 Annual General Meeting, is retiring in accordancewith the Company’s Constitution and, being eligible, offers herself forelection as a Director.
(b) To re-elect Rt Hon Sir John Key GNZM AC
Rt Hon Sir John Key GNZM AC is retiring in accordance with theCompany’s Constitution and, being eligible, offers himself for re-election
as a Director.

3. Adoption of the Remuneration Report
To adopt the Remuneration Report for the year ended
30 September 2021.
The vote on this resolution is advisory only and does not bindthe Company.

4. Grant of Performance Rights to Mr S C Elliott
To consider and, if thought fit, to pass the following resolution
as an ordinary resolution:“That, for the purposes of Listing Rule 10.14, sections 200B and
200E of the Corporations Act 2001 (Cth) and for all other purposes,
approval is given for the Company to grant to the Company’s
Chief Executive Officer (CEO) and Executive Director, Mr Shayne Elliott,
Performance Rights under the ANZ Share Option Plan on the terms set
out in, and to provide Mr Elliott any or all of the benefits (including on
cessation of employment) described in, the Explanatory Notes to thisNotice of Meeting.”

2

5. Resolution requisitioned by members – Amendment to
the Constitution
The following proposed resolution has been requisitioned under
section 249N of the Corporations Act by a group of shareholders holding
approximately 0.01% of the Company’s ordinary shares on issue.
This resolution is not endorsed by the Board.
To consider and, if thought fit, to pass the following resolution asa special resolution:“Insert into the Constitution in clause 13 ‘Meetings of members’ thefollowing new sub-clause 13.5A ‘Advisory resolutions’ : “The Company
in general meeting may by ordinary resolution express an opinion orrequest information about the way in which a power of the Company
partially or exclusively vested in the Directors has been or should be
exercised. Such a resolution must relate to a material risk identified by
the Directors or the Company and cannot advocate action that would
violate any law or relate to any personal claim or grievance. Such aresolution is advisory only and does not bind the Directors
or the Company.”
Note: for item 5 to be passed as a special resolution, at least 75% of thevotes cast by shareholders entitled to vote on the resolution must be
in favour of the resolution. If item 5 is not passed, the Chairman of the
Meeting will not put the resolution proposed in item 6 to the Meeting.
Board Recommendation: The Board recommends that shareholders
vote against item 5 for the reasons set out in the Explanatory Notes tothis Notice of Meeting. The Chairman of the Meeting intends to voteundirected proxies against item 5.

6. Resolution requisitioned by members – Transition
Planning Disclosure (conditional item)
Condition for item 6: This resolution will only be put to the Meeting
if at least 75% of the votes validly cast on item 5 are for that resolution.
The following proposed resolution has been requisitioned under
section 249N of the Corporations Act by a group of shareholders
holding approximately 0.01% of the Company’s ordinary shares on issue.
This resolution is not endorsed by the Board.

Subject to and conditional upon the resolution in item 5 (Amendment
to the Constitution) being passed as a special resolution, to consider and,if thought fit, to pass the following resolution as an ordinary resolution:“Shareholders note the Company’s stated support for the goalof achieving net zero emissions globally by 2050,1 along with the
publication of the International Energy Agency’s Net Zero by 2050
scenario.2 Shareholders therefore request the Company disclose, in
subsequent annual reporting, information demonstrating how the
Company will manage its Fossil Fuel3 exposure in accordance witha scenario in which global emissions reach net zero by 2050. This
information should include:• A commitment to no longer provide Banking and Financing4
where proceeds would be used for new Fossil Fuel projects; and• Targets to reduce Fossil Fuel exposure consistent with net
zero by 2050.”
Board Recommendation: The Board recommends that shareholders
vote against item 6 for the reasons set out in the Explanatory Notes tothis Notice of Meeting. The Chairman of the Meeting intends to voteundirected proxies against item 6.

Voting restrictions
Voting restrictions for item 3(adoption of the Remuneration Report)
The Corporations Act restricts Key Management Personnel (KMP) andtheir closely related parties from voting on the resolution proposedin item 3. Closely related party is defined in the Corporations Act andincludes a spouse, dependant and certain other close family members,
as well as any companies controlled by a member of the KMP.
Any votes cast in any capacity (e.g. as a shareholder, proxy or corporate
representative) on the proposed resolution in item 3 by or on behalf of:• Directors and the other members of the KMP, details of whose
remuneration are included in the Remuneration Report; and• closely related parties of those persons,will be disregarded.
In addition, any votes cast as a proxy on item 3 by any other membersof the KMP (and their closely related parties) will also be disregarded.

The Chairman of the Company, as chair of the Meeting, intends to voteundirected proxies (where appropriately authorised) in favour of item 3.
Voting restrictions for item 4(grant of Performance Rights to Mr S C Elliott)
Item 4 is also a resolution connected directly with the remunerationof a member of the KMP, namely, Mr Elliott.
In accordance with the ASX Listing Rules, the Company will disregard
any votes cast in favour of the resolution in item 4 by or on behalf of:• Mr Elliott (being the only director eligible to participate in the ANZ
Share Option Plan); or• an associate of Mr Elliott.
However, this does not apply to a vote cast in favour of the resolution by:• a person as proxy or attorney for a person who is entitled to vote on
the resolution, in accordance with directions given to the proxy or
attorney to vote on the resolution in that way; or• the chair of the meeting as proxy or attorney for a person who isentitled to vote on the resolution, in accordance with a direction
given to the chair to vote on the resolution as the chair decides; or• a holder acting solely in a nominee, trustee, custodial or otherfiduciary capacity on behalf of a beneficiary provided the following
conditions are met:
– the beneficiary provides written confirmation to the holder thatthe beneficiary is not excluded from voting, and is not an associateof a person excluded from voting, on the resolution; and– the holder votes on the resolution in accordance with directions
given by the beneficiary to the holder to vote in that way.
In addition, in accordance with the Corporations Act, the Company
will disregard any votes cast on the resolution in item 4 as a proxy, by:(i) a member of the KMP at the date of the meeting; or (ii) a closely
related party of such a member, unless the vote is cast:• on behalf of a person entitled to vote in accordance with a direction
on the proxy appointment specifying the way the proxy is to vote on
the resolution; orHowever, the Company will not disregard the votes as a result of theserestrictions if cast:• by the person who is the chair of the meeting and the proxyappointment expressly authorises the chair to exercise the proxyeven if the resolution is connected directly or indirectly with the
remuneration of a member of the KMP.

• on behalf of a person entitled to vote in accordance with a direction
on the proxy appointment specifying the way the proxy is to vote on
the resolution; or

The Chairman of the Company, as chair of the Meeting, intends to voteundirected proxies (where appropriately authorised) in favour of item 4.

• by the person who is the chair of the meeting and the proxyappointment expressly authorises the chair to exercise the proxyeven if the resolution is connected directly or indirectly with the
remuneration of a member of the KMP.

1. 2020 Annual Report, Australia and New Zealand Banking Group, p.34. 2. ‘Net Zero by 2050’, International Energy Agency, May 2021. 3. Upstream, midstream and downstream oil and gas; coal mining
and transport (including haulage and ports); coal, oil and gas power generation. 4. Advisory services, project financing, loan syndications, leveraged and acquisition financing, structured asset finance,
structured export finance, and sustainable finance, as listed by ANZ at anz.com/corporate/solutions/corporate-finance

ANZ 2021 Notice of Meeting3

Associates
The Voting Restrictions for item 4 apply to “associates” of Mr Elliott.
The applicable definitions of “associate” are set out in the Corporations
Act and ASX Listing Rules. Shareholders who are “associates” subject
to the Voting Restrictions and who intend to participate in and casta vote at the Meeting, should inform the Company’s Share Registrar,
Computershare, of that fact when they register at the Meeting.

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

Entitlement to attend and vote
The Board has determined that, for the purposes of the Meeting(including voting at the Meeting) shareholders are those persons who
are the registered holders of the Company’s shares at 7:00pm (AEDT)
on Tuesday, 14 December 2021.
Holders of the Company’s ordinary shares may vote on all items ofbusiness, subject to the Voting Restrictions described previously.

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

Voting by proxy
A shareholder who is entitled to attend and cast a vote at the Meeting
may appoint a proxy. A proxy need not be a shareholder. A person can
appoint an individual or a body corporate as a proxy. If a body corporate
is appointed as a proxy, it must ensure that it appoints a corporate
representative in accordance with section 250D of the Corporations
Act to exercise its powers as proxy at the Meeting.

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

Voting by attorney
A shareholder may appoint an attorney to vote on his/her behalf. For an
appointment to be effective for the Meeting, the instrument effecting
the appointment (or a certified copy of it) must be received by theCompany at its registered office or one of the addresses listed previously
for the receipt of proxy appointments at least 48 hours before thecommencement of the Meeting.

Corporate representatives
A body corporate which is a shareholder, or which has been appointed
as a proxy, may appoint an individual to act as its representative at the
Meeting. The appointment must comply with the requirements ofsection 250D of the Corporations Act. Evidence of his or her
appointment, including any authority under which it is signed, willneed to be provided to the Company’s Share Registrar prior to the
Meeting unless it has been given previously to the Company.
By Order of the Board

A shareholder who is entitled to cast 2 or more votes may appoint up
to 2 proxies and may specify the proportion or number of votes eachproxy is appointed to exercise.
The following addresses are specified for the purposes of receipt
of proxy appointments and any authorities under which proxyappointments are signed (or certified copies of those authorities):
Australia

United Kingdom

ANZ Share Registrar
GPO Box 242
Melbourne
Victoria 3001
Australia

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

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

New Zealand

4

ANZ Share Registrar
Private Bag 92119
Auckland 1142
New Zealand

Simon Pordage | Company Secretary
Melbourne, 8 November 2021

Explanatory notes
ITEM 1 – ANNUAL REPORTS
A copy of the Company’s 2021 Annual Report, including the Financial
Report and the Reports of the Directors and of the Auditor for the year
ended 30 September 2021, can be found on the Company’s website atanz.com/annualreport.
As a shareholder you may elect to receive by mail, free of charge,
the Company’s 2021 Annual Report (which includes detailed financial
statements and reports) or the 2021 Annual Review (a non-statutory
document covering key performance areas, financial information,
remuneration details and corporate responsibility). If you would likea hard copy of either document, please contact the Company’s Share
Registrar, Computershare.
The Company mails a copy of the Annual Report or the Annual
Review as applicable (when they are released each year) only tothose shareholders who have made an election to receive them.

ITEM 2 – ELECTION AND RE-ELECTION
OF BOARD ENDORSED CANDIDATES

Item 2 (a)To elect Ms C E O’Reilly
Ms Christine Elizabeth O’Reilly | BBus
Independent Non-Executive Director, appointed as a Director in
November 2021. Ms O’Reilly is a member of the Audit Committee
and Nomination and Board Operations Committee.
CareerItem 2 (b)To re-elect Rt Hon Sir John P Key GNZM AC
Sir John Key | BCom, DCom (Honoris Causa)
Independent Non-Executive Director, appointed in February 2018.
Sir John Key is a member of the Ethics, Environment, Social andGovernance Committee, Digital Business and Technology Committee,
Nomination and Board Operations Committee and Risk Committee.
Career
Sir John Key was Prime Minister of New Zealand from 2008 to 2016,
having commenced his political career in 2002. Sir John Key had a longcareer in international finance, primarily for Bankers Trust in New Zealandand Merrill Lynch in Singapore, London and Sydney. He was previously
a member of the Foreign Exchange Committee of the Federal Reserve
Bank of New York (from 1999-2001).
Sir John Key was made a Knight Grand Companion of the New ZealandOrder of Merit in the 2017 Queen’s Birthday Honours. In 2017 Sir John
Key became a Companion of the Order of Australia for advancing theAustralia-New Zealand bilateral relationship.
Relevant Other Directorships
Chairman: ANZ Bank New Zealand Limited (from 2018, Director
from 2017).
Director: Palo Alto Networks (from 2019).
Relevant Former Directorships held in last three years include

Ms O’Reilly is one of Australia’s leading non-executive directors.
Ms O’Reilly has held executive roles in the infrastructure and financial
services industries. This includes being CEO of GasNet Australia and CoHead of Unlisted Infrastructure Investments at Colonial First State Global
Asset Management and follows an early career including investmentbanking and audit experience at Price Waterhouse.

Former Chairman: The International Democratic Union (2014-2018).

Relevant Other Directorships

ITEM 3 – ADOPTION OF THE
REMUNERATION REPORT

Director: The Baker Heart & Diabetes Institute (from 2013), Medibank
Private Limited (from 2014 and due to retire on 18 November 2021),
Stockland (from 2018) and BHP Group Limited (from 2020).
Relevant Former Directorships held in last three years include
Former Director: CSL Limited (2011-2020), Transurban Group(2012-2020) and Energy Australia Holdings Limited (2012-2018).
Age: 60 years. Residence: Melbourne, Australia.
Board Recommendation: The Board (excluding Ms O’Reilly becauseof her interest) endorses the election of Ms Christine O’Reilly.

Former Director: Air New Zealand Limited (2017-2020).
Age: 60 years. Residence: Auckland, New Zealand.
Board Recommendation: The Board (excluding Sir John Key becauseof his interest) endorses the re-election of Sir John Key as a Director.

As required by the Corporations Act, the Board presents the
Remuneration Report to shareholders for consideration and adoption
by a non-binding vote. The Remuneration Report contains:• information about Board policy for determining the nature andamount of remuneration of the Company’s Directors and mostsenior executives;• a description of the relationship between the remuneration policy
and the Company’s performance; and• remuneration details for key management personnel (including the
Directors of the Company) for the period ended 30 September 2021.
The Remuneration Report, which is part of the 2021 Annual Report, canbe found on the Company’s website at anz.com/annualreport or can beobtained by contacting the Company’s Share Registrar, Computershare.
Board Recommendation: The Board considers that the remuneration
policies adopted by the Company are appropriately structured
to provide rewards that are commensurate with the Company’s
performance and competitive with the external market. On this basis,the Board recommends that shareholders eligible to do so vote infavour of item 3.

ANZ 2021 Notice of Meeting

5

ITEM 4 – GRANT OF PERFORMANCERIGHTS TO MR S C ELLIOTT

Performance Rights granted under the ANZ Share Option Plan do notcarry any dividend or voting rights.

The Company is asking shareholders to approve the proposed grant of
Performance Rights to the Company’s Chief Executive Officer (CEO) and
Executive Director, Mr Shayne Elliott, under the ANZ Share Option Planon the terms and conditions set out below. The proposed grant is partof Mr Elliott’s variable remuneration.

If approval is obtained, it is the intention of the Board that the
Performance Rights will be granted to Mr Elliott on 16 December 2021
(but, in any event, not more than 12 months after the date of thisAnnual General Meeting).

For the 2021 grant, Mr Elliott’s Long Term Variable Remuneration (LTVR)
will be delivered as two tranches of Performance Rights with forward
looking performance hurdles where:• 75% will be measured against the Total Shareholder Return (TSR)of the Select Financial Services comparator group (Tranche 1); and• 25% will be measured against Absolute Compound Annual Growth
Rate (CAGR) TSR (Tranche 2).

At a glance:• Long Term Variable Remuneration (LTVR), in the form of Performance
Rights, with a current face value of A$3,500,000 at full vesting(A$1,750,000 at threshold vesting);• the Performance Rights will be granted in two tranches:– for Tranche 1, the performance condition is based on ANZ’s TSR
performance compared against a set comparator group with nil
vesting below median, 50% vesting at median (i.e. threshold), andincreasing to 100% vesting at the 75th percentile of the relevant
comparator group; and– for Tranche 2, the performance condition is based on ANZ’s
Absolute CAGR TSR performance against targets as set by the Board,
with nil vesting below 8.1%, 50% vesting at 8.1% (threshold), andincreasing to 100% vesting at 12.2%; and• performance is assessed at the end of a four-year performance period(with no retesting).

In more detail:A Performance Right is a right to acquire an ordinary fully paid sharein the Company at nil cost (i.e. nil exercise price), subject to meetingthe applicable performance conditions. To the extent the performance
conditions are met, the relevant number of Performance Rights willvest on the fourth anniversary of grant (Vesting Date). Upon vesting
the Board will determine whether to settle the Performance Rights
with ANZ shares or by payment of a cash equivalent amount.
Mr Elliott’s entitlement to the Performance Rights and to any
shares/cash equivalent payment will be subject to:• the Board’s on-going discretion to adjust downward (including tozero) the number of Performance Rights if the Board considers sucha reduction to be necessary or appropriate (see further below); and• the rules concerning treatment on termination of employment or
on a change of control referred to below.
Mr Elliott will not be entitled to trade, transfer or otherwise deal in(including by entering into any hedging arrangements in respect of )any Performance Rights, or any entitlement to shares or cash equivalent
payment, prior to vesting.
If the Board determines to settle the Performance Rights in shareseach Performance Right entitles Mr Elliott to one ANZ ordinary share
which will rank equally with shares in the same class, subject to any
adjustments in accordance with the Listing Rules and the rules of
the Plan. Mr Elliott is not required to pay any amount on grant of the
Performance Rights, nor on vesting. The Performance Rights form
part of Mr Elliott’s “at risk” remuneration.

6

Grant value and calculation of the numberof Performance Rights to be granted
The Board believes that the proposed grant of Performance Rights is
an important part of Mr Elliott’s remuneration as it reinforces the CEO’s
focus on achieving longer term strategic objectives and creating longterm value for all stakeholders. The grant of Performance Rights meansthat the actual value (if any) of shares Mr Elliott will receive from thisgrant is not determined until the end of the four-year performance
period, and will depend on the extent to which the two performance
conditions are achieved and the ANZ share price at the time of vesting.
Using a face value allocation methodology, the number of Performance
Rights proposed to be granted to Mr Elliott will be determined by
dividing the face value of the grant (i.e. A$3,500,000) by the Volume
Weighted Average Price (VWAP) of the Company’s ordinary shares tradedon the ASX in the five trading days up to and including 22 November
2021, which is the start of the Performance Period. The actual numberof Performance Rights to be granted is not known at this stage as it will
depend on the VWAP at the start of the Performance Period. Details of theactual number of Performance Rights will be announced to the ASX assoon as practicable after the start of the Performance Period, and will also
be advised to shareholders at the 2021 Annual General Meeting.
The grant value will be split into two tranches of Performance Rights(75% Tranche 1 and 25% Tranche 2).
If, for example, the VWAP was A$27.50, then 95,454 Performance Rights
would be allocated to Mr Elliott for Tranche 1 and 31,818 Performance
Rights for Tranche 2, summing to a total allocation of 127,272
Performance Rights.

Performance conditions
Tranche 1
The Board has determined that the Performance Rights to be granted
to Mr Elliott (if approval is received) under Tranche 1 will be subject toa TSR hurdle which ranks the TSR performance of the Company with the
TSR performance of the Select Financial Services comparator group.
The Select Financial Services comparator group includes the Bankof Queensland Limited, Bendigo and Adelaide Bank Limited,
Commonwealth Bank of Australia Limited, DBS Bank Limited, Macquarie
Group Limited, National Australia Bank Limited, Standard Chartered PLC,
Suncorp Group Limited and Westpac Banking Corporation.
Broadly, TSR is the growth in share price, plus the value of the dividends
and distributions on the relevant shares. The TSR is measured over a fouryear performance period starting on 22 November 2021 and ending on
21 November 2025 (Performance Period). The proportion of the Tranche
1 Performance Rights that will become exercisable will depend on the
Company’s TSR relative to the TSR of the constituents in the comparatorgroup at the end of the Performance Period.
The level of performance required for each level of vesting, and thepercentage of Performance Rights that vest at each level of performance,
is set out in the table below. The Performance Rights lapse if theapplicable performance condition is not met. There is no re-testing.

Treatment on termination of employment

If the TSR of the company
compared to the TSR of theconstituents of thecomparator group:

The percentage of Performance
Rights which will vest is:

Does not reach the 50th percentile0%

Reaches or exceeds the50th percentile

50%, plus 2% for every one
percentile increase above the50th percentile

Reaches or exceeds the75th percentile

100%

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

The percentage of Performance
Rights which will vest is:

Does not reach 8.1%

0%

Reaches 8.1%

50%

Exceeds 8.1% but does notreach 12.2%

Progressive pro-rata vesting
between 50% and 100% (ona straight line basis)

Reaches or exceeds 12.2%

100%

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

If:• Mr Elliott resigns prior to the Vesting Date the Performance Rights
will lapse;• Mr Elliott’s employment is terminated by the Company with notice,
except as set out below in relation to “good leaver” termination, allunvested Performance Rights as at the “full notice termination date”#
will lapse;• Mr Elliott’s employment is terminated by the Company for misconduct
with notice, all unvested Performance Rights will lapse on cessationof employment. If Mr Elliott’s employment is terminated by theCompany for serious misconduct without notice, all Performance
Rights will lapse (whether or not the Performance Rights have vested),on cessation of employment; or• Mr Elliott ceases employment in circumstances of death or total andpermanent disability, the performance conditions will be waived andall unvested Performance Rights will vest on cessation.
In certain circumstances termination may be classified by the Board
as a “good leaver”. In such case, unless the Board determines otherwise,
the Performance Rights held by Mr Elliott will remain on-foot and,
where and to the extent the Board determines the applicable
performance condition is met, the relevant number of Performance
Rights will vest at the end of the Performance Period. On vesting, theBoard may determine to settle the relevant Performance Rights witha cash equivalent payment, rather than with shares.

Treatment on change of control
The Conditions of Grant will set out the treatment of the Performance
Rights on a change of control prior to the Vesting Date. Where a changeof control occurs, which includes a person acquiring a relevant interestin at least 50% of the Company’s ordinary shares as a result of a takeoverbid, or other similar event, the applicable performance conditions
applying to the Performance Rights will be tested and the Performance
Rights will vest based on the extent the performance conditions are
satisfied. No pro rata reduction in vesting will occur, and vesting will
only be determined by the extent to which the relevant performance
conditions are satisfied.
Any Performance Rights which vest based on satisfaction of theperformance conditions will vest at a time (being no later than the final
date on which the change of control event will occur) determined by
the Board.
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
By virtue of Listing Rule 10.14, the Company (as an ASX listed company)
must not permit any of the following persons to acquire equity securities
under an employee incentive scheme:• a director of the Company (Listing Rule 10.14.1);• an associate of a director of the Company (Listing Rule 10.14.2); or• a person whose relationship with the Company or a person referred
to in Listing Rule 10.14.1 or 10.14.2 is such that, in ASX’s opinion, theacquisition should be approved by its shareholders,
unless it obtains the approval of its shareholders by ordinary resolution.

# “Full notice termination date” means the date of cessation of employment or, if later, the date on which cessation of employment would have occurred but for any payment made in lieu of notice.

ANZ 2021 Notice of Meeting

7

The proposed grant of Performance Rights to Mr Elliott, a director of theCompany, falls within Listing Rule 10.14.1 above and, therefore, requires
the approval of the Company’s shareholders under Listing Rule 10.14.
Mr Elliott is the only Director entitled to participate in the ANZ Share
Option Plan. No associate of any Director is entitled to participate.
Item 4 therefore seeks the required shareholder approval to the grant
under and for the purposes of Listing Rule 10.14.
If resolution in item 4 is passed, the Company will be able to proceedwith the grant as described in these explanatory notes.
In the event that shareholders do not approve the grant of Performance
Rights, the Performance Rights would not be granted and the Board
would review the feedback from shareholders to clearly understand
why the resolution was not supported. The Board sees LTVR as a very
important component of Mr Elliott’s total remuneration package, andthe Board would look to review the structure (each of the elements)of the CEO’s total remuneration package.
Mr Elliott’s current total remuneration package is comprised of:• Fixed remuneration of A$2,500,000 (inclusive of superannuation)
per annum;• Annual Variable Remuneration (AVR) of up to 150% of fixed
remuneration (maximum opportunity); and• Long Term Variable Remuneration (LTVR) of up to 140% of fixed
remuneration (face value at full vesting).
Shareholders are referred to the 2021 Remuneration Report publishedin the Company’s 2021 Annual Report for further details of Mr Elliott’s
remuneration.
As CEO and a director of the Company, and as approved by shareholders
at Annual General Meetings of the Company, Mr Elliott has been granted
a total of 891,088 Performance Rights under the ANZ Share Option Plan,as part of his remuneration as Long Term Variable Remuneration (LTVR),as follows:

Grant date

Number of
Performance
Rights granted

Overall
Performance
Rights outcome

17 Dec 151

159,573

21.8% vested and 78.2% lapsed

16 Dec 16

150,482

0% vested and 100% lapsed

19 Dec 17

143,294

43.3% vested and 56.7% lapsed

19 Dec 18

110,365

17 Dec 19

168,066

16 Dec 20

159,308

Total

891,088

To be confirmed
post Vesting Dates

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

No amount was or is payable by Mr Elliott at grant or on vestingfor the above Performance Rights.
There is no loan scheme in relation to the Performance Rights(or the shares underlying them).
For the settlement of the Performance Rights on vesting, shares may
be issued or acquired on market, or the Board may determine to settle
the Performance Rights with a cash equivalent amount.
Details of any securities issued under the ANZ Share Option Plan will
be published in the Company’s Annual Report relating to the period inwhich they were issued, along with a statement that approval for theissue was obtained under Listing Rule 10.14. Any additional persons
8covered by Listing Rule 10.14 who become entitled to participate in anissue of securities under the ANZ Share Option Plan after the resolution
on item 4 is approved and who are not named in this Notice of Meeting
will not participate until approval is obtained under that Listing Rule.
Under section 200B of the Corporations Act, a company may only give a
person a benefit in connection with their ceasing to hold a managerial
or executive office in the company or a related body corporate if it isapproved by shareholders under section 200E or an exemption applies.
Section 200B of the Corporations Act applies to managerial or executive
officers of the Company or any of its subsidiaries, which includes
Mr Elliott. The term “benefit” has a wide operation and could include
the early vesting of the Performance Rights as contemplated above orotherwise under the ANZ Share Option Plan.
Accordingly, shareholder approval is also sought for the purpose of
section 200E of the Corporations Act to allow vesting of Performance
Rights and settlement of them with shares or a cash equivalent payment
upon Mr Elliott ceasing employment, (as summarised under “Treatment
on termination of employment” above), including where to do sowould involve the giving of a “benefit” to Mr Elliott in connection withhim ceasing to hold a managerial or executive office. The approval issought in relation to the Performance Rights proposed to be granted
to Mr Elliott under item 4 in this Notice of Meeting.
The value of any benefit relating to the Performance Rights given inconnection with Mr Elliott ceasing to hold managerial or executive
office cannot presently be ascertained. However, matters, events andcircumstances that will, or are likely to, affect the calculation of thatvalue are:• the number of Performance Rights held by Mr Elliott prior to
cessation of employment;• the circumstances of or reasons for Mr Elliott’s cessation of
employment (see “Treatment on termination of employment” above);• the result of any pro rating on cessation of employment;• whether performance hurdles are waived or (if not waived) met, andthe number of Performance Rights that vest (which could be all of the
Performance Rights held by Mr Elliott);• whether the Performance Rights are settled in ANZ shares or by
payment of a cash equivalent amount; and• the market price of ANZ shares on ASX on the date shares areprovided to Mr Elliott upon vesting of the Performance Rights or,if the Board decides to settle the Performance Rights by payment of acash equivalent amount, in the five trading days up to (and including)the date of vesting.
The rules of the ANZ Share Option Plan address the impact of rights
issues and bonus issues on the Performance Rights.
A copy of the ANZ Share Option Plan rules is available on request fromthe Company Secretary.
Board Recommendation: The Board considers that the proposed
granting of Performance Rights is appropriate and is in the bestinterests of the Company and its shareholders, as the grant strengthens
the alignment of Mr Elliott’s interests with shareholders, and the
Performance Rights provide a strong link between the reward for
Mr Elliott’s performance and total shareholder returns over the next
four-year period.
The Board also considers that obtaining shareholder approval toallow Performance Rights to vest upon Mr Elliott ceasing employment
in accordance with the Conditions of Grant, as described above,is appropriate and in the best interests of the Company and its
shareholders. It will provide the Company with the ability to ensureits ongoing compliance with section 200B of the Corporations Act andwith the Conditions of Grant for the Performance Rights.
Accordingly, the Board (excluding Mr Elliott because of his interest)
recommends that shareholders eligible to do so vote in favour of item 4.

ITEM 5 – RESOLUTION REQUISITIONED BYMEMBERS – AMENDMENT TO THE CONSTITUTION(NON-BOARD ENDORSED ITEM)
A group of shareholders holding approximately 0.01% of the Company’s
ordinary shares on issue has proposed resolutions under section 249Nof the Corporations Act. The Company has included those proposed
resolutions as items 5 and 6 in this Notice of Meeting. The resolutionsin items 5 and 6 are proposed by shareholders understood by theCompany to be associated with the group “Market Forces”.
These resolutions are not endorsed by the Board.
The same group of shareholders has also requested, under section
249P of the Corporations Act, that the Company provides statements
prepared by them to shareholders about these proposed resolutions.
The statements can be found in the Appendix to this Notice of Meeting.
By including these statements in this Notice of Meeting, the Company
does not make any representations as to the truth or accuracy of theircontents and disclaims all liability for them.

Reasons why the Board recommends thatshareholders vote against item 5
The resolution in item 5 is a proposal to amend the Company’s
Constitution. The amendment would enable shareholders to, in effect,
express non-binding opinions, or request information, about the way
the Board exercises the powers vested in it, in relation to material risks
identified by ANZ.
The Board respects the rights of shareholders to seek to amend theCompany’s Constitution. It does not, however, consider it in shareholders’best interests to amend the Constitution in the manner outlined in therequisitioned resolution. Shareholders have a number of existing ways
in which they can engage with the Company including by asking or
submitting questions at general meetings, by distributing members’
statements under the Corporations Act and by choosing whether tosupport the election of Directors and other resolutions proposed at
general meetings. The Company also has a variety of existing avenues
whereby it seeks robust discussion and can gauge differing opinions,
including through regular engagement with retail and institutional
shareholders. This constructive engagement gives the Company
important insights into perspectives on the Company’s operations.
Under the law and the Company’s Constitution, it is the Board’s
responsibility to manage the business of the Company. The Board
believes that the proposed amendment to the Constitution would
provide a platform for groups of shareholders to promote any number ofmatters that may not be in the interest of the Company or shareholders
as a whole. If shareholders disagree with the direction the Company
is taking, other options are already available to them, as set out above.
Board Recommendation: Having regard to the matters set out above,
the Board does not consider the proposed resolution to be in the bestinterests of the Company and its shareholders. Therefore, the Board
recommends that shareholders vote against item 5.

ITEM 6 – RESOLUTION REQUISITIONED BYMEMBERS – TRANSITION PLANNING DISCLOSURE(CONDITIONAL, NON-BOARD ENDORSED ITEM)
The same group of shareholders that proposed the resolution in item
5 has also proposed the resolution in item 6 in this Notice of Meeting.
The resolution is an advisory resolution.
The resolution is not endorsed by the Board.
The resolution in item 6 will be proposed to the Meeting only if theresolution in item 5 is passed by the requisite majority.

Reasons why the Board recommends that shareholders
vote against item 6 if it is put to the Meeting
Commitment to supporting the transition to net zero emissions
We are committed to playing our part in supporting the transition to
net zero emissions by 2050.
The Paris Agreement saw nations set goals to seek to reduce carbon
emissions. We believe the most important role we can play insupporting those goals is to help finance our customers’ transition to
net zero emissions, and enhance their resilience to a changing climate.
We support an orderly transition that recognises and responds to social
impacts. This aligns with our purpose to help shape a world in whichpeople and communities thrive.
We also understand the importance of seeking to align our lending
decisions with the goals of the Paris Agreement and in doing so, reduceour ‘scope 3’ emissions from lending to customers. This is why ANZ isthe first Australia and New Zealand-based bank to join the Net Zero
Banking Alliance. In joining the alliance, we have committed to further
measure our scope 3 emissions in key sectors and set pathways so that
our shareholders and other stakeholders can track our progress. ANZ will
this year set two sectoral pathways for our lending to power generationand large-scale commercial buildings in Australia. The pathways will
help guide our decision making about who we lend to and what welend for. We expect to set further pathways next year in other carbonintensive sectors.
Our climate change statement outlines our approach and commitments
more broadly in support of a global transition to net zero. The Company
is currently reviewing its position, which will be updated and released
before the Meeting, together with our 2021 Climate-related Financial
Disclosures (our fifth report using the recommendations of the Task
Force on Climate-related Financial Disclosures (TCFD)). They will beavailable at anz.com/annualreport.
To date we have made strong progress. We have committed to fund andfacilitate $50 billion by 2025 to help our customers lower their emissions5,
and we are on track to achieve that goal with around $22 billion achieved
to date. Since 2015 we have also reduced our lending to thermal coalmining by around 75% and increased our direct lending to renewables byaround 55%. Gas represents around 10% and renewable energy around
87% of our direct lending to electricity generation projects.
Our policies in relation to thermal coal are set out in our social andenvironmental risk policies available on our website, in particular the‘sensitive sector’ requirements for energy and extractive industries:
anz.com.au/about-us/esg-priorities/fair-responsible-banking/responsible-business-lending/

5. Our $50 billion target is directed towards sustainable solution for our customers, including initiatives that help improve environmental sustainability, increase access to affordable
housing and promote financial wellbeing. The majority of the target is directed towards environmental sustainability initiatives that help customers to lower their emissions.

ANZ 2021 Notice of Meeting9Our commitments on climate change
Our Climate Change Statement focuses on three areas:

We consider three key elements constitute a robust low carbon
transition plan:

1. Helping our customers with their transition planning;• governance;

2. Supporting transitioning industries; and• targets/long term plans; and3. Reducing our own footprint.

• disclosures that are preferably TCFD-aligned.

We are committed to maximising the financial opportunities available
in the transition to a net zero emissions economy. We are doing thisby funding and facilitating at least $50 billion by 2025 to help ourcustomers reduce their impact on the environment6. ANZ will also
ensure that $1 billion of this $50 billion target is allocated to disaster
resilience. For example, we will allocate capital to fund or facilitate
resilience initiatives for weather related events, or to build resilienceagainst non-weather related disasters such as pandemics.

Overall, customers have improved their governance, strategies andtargets or disclosures. Many customers have clearly demonstrated
their intention to develop ‘Paris aligned’ or ‘science-based’ targets, anda similar interest in engaging with ANZ on this topic. We will continue
to work with these customers and expect them to make substantive
progress towards their targets.

In 2021/22 we are seeking to enhance our response to climate-relatedrisks and opportunities through steps including:• stress testing of customer segments to align with regulatory guidanceon climate-related risk governance. We have been working with theregulator, APRA, on its 2021/22 Climate Vulnerability Assessment that isanalysing potential risks for home mortgage customers and businesssectors such as energy and manufacturing;• continuing to encourage 100 of our largest emitting customers todevelop and disclose their transition plans;• developing an enhanced climate risk management framework thatstrengthens our governance and anticipates potential climate-related
impacts and regulatory requirements; and• progressing further towards our target of using 100% renewableelectricity for our operations by 2025.
How ANZ is working with its large business customers
We have engaged with 100 of our largest emitting business customers,
supporting them to establish and, where appropriate, strengthen
existing transition plans.
Customers have valued our engagement on this topic, and ourperspectives. A number of customers outside of the 100 have sought
to engage with us, seeking clarity on our expectations, or requestingsuggestions to improve their approach.
While our original target was aimed at supporting customers (whereapplicable) to establish their plans, we recognise that amongst thegroup of 100 there are now few at that stage – rather, they are atvarious stages of implementation even if they have not disclosed theirplans publicly. Our focus now is on supporting our customers’ efforts
to implement or, where a plan is less developed, strengthen theirtransition plans.

While we consider this to be good progress, we understand there is
still much to be done. That is why we have committed to continue
supporting these larger emitting customers to implement and, whereappropriate, strengthen their low carbon transition plans and enhancetheir efforts to protect biodiversity, by the end of 2024.
Disclosure
ANZ is among the banking sector’s carbon reporting leaders, each year
expanding and improving disclosure.
ANZ was the first Australian bank to report under the Financial Stability
Board’s Task Force on Climate-related Financial Disclosures’ framework,or the ‘TCFD’. In 2020 we provided more information about how ourfinancing is supporting the achievement of the Paris goals. This involves
the disclosure of better metrics so the emissions impact of our financing
can be more clearly tracked. We began this updated reporting in 2020
starting with commercial property and power generation. In 2021,
targets will be mapped out to 2030 to reduce the ‘scope 3’ lending
emissions to customers in both sectors.
Investor groups and the leading global environment, social andgovernance (ESG) assessment have found your bank to be:• an ASX ESG reporting leader: the Australian Council of Superannuation
Investors;• “industry best” on climate strategy, with six others within our sector
globally: Dow Jones Sustainability Index; and• sole Australian bank to have achieved “Leadership” ranking for threeconsecutive years (2018, 2019 and 2020) in the Carbon Disclosure
Project Climate Survey, the benchmark assessment of corporatecarbon management.

6. Our $50 billion target is directed towards sustainable solution for our customers, including initiatives that help improve environmental sustainability, increase access to affordable
housing and promote financial wellbeing. The majority of the target is directed towards environmental sustainability initiatives that help customers to lower their emissions.

10APPENDIX – SUPPORTING STATEMENTS PROVIDED
BY MARKET FORCESThe statements which follow for items 5 and 6 were provided by
the shareholders who proposed the resolutions in items 5 and 6. The
statements are not endorsed by the Board. The Board recommends thatshareholders vote against item 5 and, if put to the Meeting, item 6.

Item 5 – Amendment to the Constitution
Shareholder resolutions are a healthy part of corporate democracy
in many jurisdictions other than Australia. For example, in the UK
shareholders can consider resolutions seeking to explicitly direct the
conduct of the board. In the US, New Zealand and Canada shareholders
can consider resolutions seeking to advise their board as to how it
should act. As a matter of practice, typically, unless the board permits
it, Australian shareholders cannot follow the example of their UK, US,
New Zealand or Canadian cousins in this respect.
A board of Directors is a steward for shareholders and accountability
for the discharge of that stewardship is essential to long-term
corporate prosperity.
In rare situations the appropriate course of action for shareholders
dissatisfied with the conduct of board members is to seek to remove
them. But in many situations such a personality-focused approach is
unproductive and unwarranted. In those situations a better course ofaction is to formally and publicly allow shareholders the opportunity atshareholder meetings such as the AGM to alert board members that theshareholders seek more information or favour a particular approach tocorporate policy.

Net zero: implications for fossil fuel finance
NZE2050 provides clear “red lines” to clarify fossil fuel developments
no longer permissible if we are to achieve the goal of net zero emissions
by 2050, along with trajectories for the reduction of fossil fuels over time.
Financial institutions committed to the goal of net zero emissions by
2050 should therefore look towards NZE2050 as a key reference whendeveloping their own strategies and targets. NZE2050 projects unabatedcoal demand falling by 98% by 2050, oil demand by 75% and gas
demand by 55%, compared to 2020.7 The IEA has confirmed having
even a 50% chance of limiting global temperature rise to 1.5°C meansno investment in new fossil fuel projects, beyond those alreadycommitted to as of 2021.
The gap between ANZ’s actions and NZE2050
In July 2021, 115 investors with US$4.2 trillion in assets undermanagement and/or stewardship wrote to 63 global banks, callingon them to integrate the IEA’s Net Zero by 2050 findings into theirclimate strategies.8 ANZ’s current policies and practices fall well shortof this demand.
NZE2050 scenario
conclusions

ANZ practiceUnabated coal demand falls
by 98% by 2050, oil demandby 75% and gas demand by
55%, compared to 2020.

No targets to reduce exposure tooil and gas.

Item 6 – Transition Planning Disclosure“No new coal mines or mine
extensions are required.”

Despite committing to the climate goals of the Paris Agreement andachieving net zero emissions by 2050, ANZ is aligning its investment
practices and policies with the failure of these goals, resulting in
our company falling behind rapidly evolving investor and regulator
expectations, and the practices of other financial institutions.

“Beyond projects alreadycommitted as of 2021, there
are no new oil and gas fields
approved for developmentin our pathway.”

Loaned at least $2.2B for 19 projects
that expand the fossil fuel industry
since 2016, including lending in late
2020. These projects are estimatedto enable the release of 4.6 billion
tonnes of CO2, equivalent to nine times
Australia’s 2020 national emissions.10

In May 2021, the International Energy Agency (IEA) released its ‘Net Zeroby 2050’ roadmap (NZE2050), providing a “comprehensive study of how
to transition to a net zero energy system by 2050 while ensuring stable
and affordable energy supplies, providing universal energy access, andenabling robust economic growth”. The October 2021 IEA World Energy
Outlook elaborates on the roadmap, providing sufficient detail to enable
companies and investors to align their own strategies with this goal.

“Also not needed are many ofthe liquefied natural gas (LNG)
liquefaction facilities currently
under construction or at theplanning stage.”

The Constitution of ANZ is not conducive to the rights of shareholders
to place resolutions on the agenda of a shareholder meeting.
In our view, this is contrary to the long-term interests of ANZ, theANZ board and all ANZ shareholders.
Passage of this resolution – to amend the ANZ constitution – will
simply put the company in a similar position in regard to shareholder
resolutions as any listed company in the UK, US, Canada or New Zealand.

Loan book fails to reflect NZE2050aligned declines in fossil fuel demand.
Reported exposure at default to oiland gas increased from $17.7B in FY16
to $19.9B in FY19, before declining to$17.6B in FY20.9 Despite this one off
decline, ANZ’s oil and gas exposure($17.6B in FY20) rivals the total
disclosed fossil fuel exposure of
all its major peers combined(Commonwealth Bank, NAB
and Westpac: $21B in FY20).

We encourage shareholders to vote in favour of this resolution.

Since January 2019 ANZ has loaned
over $900M to seven ASX300
companies pursuing new or expanded
coal, oil or gas projects, including AGL
Energy, Aurizon, BHP, Origin Energy,
Santos, Viva Energy and Woodside.11

7. https://www.iea.org/reports/net-zero-by-2050 8. https://shareaction.org/investors-call-on-banks-to-strengthen-climate-ambitions-before-cop26 9. anz.com.au/content/dam/anzcom/
shareholder/ANZ-2020-Climate-related-Financial-Disclosures.pdf (p.9) 10. https://www.marketforces.org.au/campaigns/banks/bigfourscorecard 11. https://www.marketforces.org.au/
campaigns/super/outofline/

ANZ 2021 Notice of Meeting11

Our company is also allowing thermal coal clients to pursue businessplans aligned with the failure of the Paris Agreement for another four
years before requesting ‘diversification plans’ from them.12 This allows
ANZ to continue funding new coal mining projects incompatible withthe bank’s own climate commitments via corporate lending, exposing
us to climate transition risks, and increasing physical risks, which will be
exacerbated by further expansion of fossil fuel production.
ANZ being left behind
ANZ’s failure to restrict finance to new or expanded oil and gas
projects sits in stark contrast to other financial institutions domesticallyand abroad.
In 2020 Suncorp ruled out underwriting new oil and gas production
assets, committing to “not directly invest in, finance or underwrite…new
oil and gas exploration or production”, and will phase out underwriting
for the sector by 2025 and direct investment by 2040.13 Similarly, IAG“committed to ceasing underwriting entities predominantly in thebusiness of extracting fossil fuels, and power generation using fossil
fuels, by 2023.”14Over the last year, UniSuper has reduced its look-through exposure to
major Australian oil and gas producers Santos and Woodside by 80% and88%, respectively.15 In May 2021, Vision Super added a significant numberof undiversified oil and gas producers to its ‘Divestment List’, including
Santos and Woodside.16 In March 2021, Danske Bank committed to
immediately end direct finance for expansion of oil and gas explorationand production worldwide,17 while NedBank,18 SEB,19 and NatWest20 havemade similar commitments.

Financial and regulatory risks
In April 2021, the Australian Prudential Regulation Authority (APRA)
published draft Prudential Practice Guide ‘CPG 229 Climate Change
Financial Risks’, “designed to assist APRA-regulated entities in managing
climate-related risks and opportunities.”21
APRA’s Guide states:“Where an APRA-regulated institution has identified material climate risks,a prudent institution would establish and implement plans to mitigate theserisks and manage its exposures, as well as regularly review and assess theeffectiveness of those plans.”
To comply with APRA’s guidance, ANZ should disclose targets to manage
down exposure to gas, oil and coal sub-sectors, in line with the carbon
constraints that can be anticipated as the global economy transitions to
net zero emissions by 2050.
Investor support required
Despite its stated support for the Paris Agreement, and net zero
emissions by 2050, ANZ remains an active investor in fossil fuelexpansion, further exposing shareholders to financial risks associatedwith the energy transition required to meet the Paris climate goals.
We urge shareholders to vote in favour of this resolution, and expect
the many institutional investors already outspoken on this issue tooffer their support.

12. anz.com/content/dam/anzcom/shareholder/2020-Full-Year-Results-Investor-Discussion-Pack.pdf (p.111) 13. https://www.suncorpgroup.com.au/corporate-responsibility/sustainable-growth/
responsible-banking-insurance-investing 14. https://www.iag.com.au/sites/default/files/Documents/Safer%20Communities/FY20-Climate-related-disclosure.pdf 15. https://unisuperdivest.
org/unisupers-first-steps-on-oil-and-gas-divestment 16. https://www.visionsuper.com.au/wp-content/uploads/2021/07/SecuritiesList-31May2021-v3.pdf 17. https://danskebank.com/-/
media/danske-bank-com/file-cloud/2017/5/danske-bank-position-statement-fossil-fuels.pdf 18. https://www.nedbank.co.za/content/dam/nedbank/site-assets/AboutUs/Information%20
Hub/Integrated%20Report/2021/Nedbank%20Group%20Energy%20Policy.pdf 19. https://webapp.sebgroup.com/mb/mblib.nsf/dld/80AF6A2E5F88CDC2C12586B1002E33C2?opendocument
20. https://www.natwestgroup.com/content/dam/natwestgroup_com/natwestgroup/pdf/oil-and-gas.pdf 21. https://www.apra.gov.au/consultation-on-draft-prudential-practice-guide-onclimate-change-financial-risks

12shareholder.anz.com

Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522.
ANZ’s colour blue is a trade mark of ANZ.