ANZ
Notice ofMeeting2009 Annual General Meeting

TABLE OF CONTENTS
02// Location of the Annual General Meeting03// Our Results at a Glance

04// Annual General Meeting Agenda

04// ANZ Investor Centre Website

04// Annual Report and Shareholder Review 200905// Notice of 2009 Annual General Meeting05// Items of Business06// Explanatory Notes

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

Notice of meeting

LOCATION OF THE
ANNUAL GENERALMEETING
Friday, 18 December 2009 –10:00 am (Melbourne time)
Melbourne Convention Centre
Plenary Hall 1
1 Convention Centre PlaceSouth Wharf, Melbourne, Victoria

The Melbourne Convention and Exhibition Centre (MCEC)
The MCEC is located in the central business district of Melbourne, Victoria.
The Melbourne Convention Centre is fully integrated with the Melbourne Exhibition Centre by an enclosed link at Door 6 of the Melbourne
Exhibition Centre concourse providing visitors with easy access when moving around the MCEC.
The fully-equipped centre is close to restaurants, hotels and public transport hubs and just 20 minutes by car from Melbourne Airport.

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Route 109 – Port Melbourne to Box Hill
Route 112 – West Preston to St Kilda

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Southern Cross and Flinders Street stations
are both a short walk from the MCEC.
These stations are major hubs for suburban,
regional and interstate rail services.

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Crown Entertainment Complex
Southern Cross Station

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Our Results at a Glance
OVERVIEW1Net Interest Margin2 up 16 bps with higher funding costs partially
offsetting improvements in asset margins.

Underlying profit of $3,772 million up 10% on the prior year.
Revenue up 17%. Costs up 12% including costs associated withexpansion in the Asia Pacific Region, remediation and growth
in Institutional and Group transformation.

Customer deposit growth up 14%, net loans and advances flat
(FX adjusted) with growth in the Retail book offset by a decreasein the Institutional book.

Underlying EPS decreased 4%. A 16% increase in the weighted
average number of shares coupled with reduced statutory
profit led to a reduction in statutory EPS of 23%.

1. Numbers are provided on an underlying basis and all comparisons are year on year unlessotherwise stated 2. Excluding net interest income impact of cash flow on derivatives

five year summary
2009
$m

2008
$m

2007
$m

2006
$m

2005
$m

Net interest income

9,810

7,855

7,302

6,943

6,371

Other operating income

4,557

4,440

3,765

3,146

2,935

Operating expenses(6,068)(5,406)(4,953)(4,605)(4,340)Financial performance

Profit before provisions and income tax

8,299

6,889

6,114

5,484

4,966

Provision for credit impairment(3,056)(2,090)

(567)

(407)

(565)

Income tax expense & minority interest(1,471)(1,373)(1,623)(1,490)(1,250)Underlying Profit1

3,772

3,426

3,924

3,587

3,151

Adjustments between statutory and underlying profit1

(829)

(107)

256

101

24

Profit attributable to shareholders of the Company

2,943

3,319

4,180

3,688

3,175

Assets476,987

470,293392,773

334,640

300,885
19,538Financial position
Net Assets

32,42926,552

22,04819,906Tier 1 capital ratio2

10.6%

7.7%

6.7%

6.8%

6.9%

Return on average ordinary equity3

10.3%

14.5%

20.9%

20.7%

18.3%

Return on average assets

0.6%

0.8%

1.2%

1.1%

1.1%

Cost to income (underlying)1

42.2%

44.0%

44.9%

45.6%

46.6%

40.3%

-33.5%

15.6%

17.1%

32.6%

Shareholder Value – Ordinary Shares
Total return to shareholders(share price movement plus dividends)
Market capitalisation
Dividend
Share price – 30 September closing price

61,08538,26355,38249,331

43,834102 cents

136 cents

136 cents

125 cents

110 cents$24.39$18.75$29.70$26.86$24.00

Other Information
Points of representation

1,352

1,340

1,327

1,265

1,223

Number of employees (full time equivalent)

37,68736,92534,35332,25630,976

Number of shareholders4

396,181

376,813327,703291,262

263,467

1. Adjusted for material items that are not part of the normal ongoing operations of the Group including one-off gains and losses, gains and losses on the sale of businesses, non-continuingbusinesses, timing differences on economic hedges and acquisition related costs.
2. Basel II has been applied from 1 January 2008. Prior to that values were calculated using Basel I methodology.
3. Average ordinary shareholders’ equity excludes minority interest and preference share dividend.
4. Excludes employees whose only ANZ shares are held in trust under ANZ employee share schemes.

2009 Annual General Meeting

3

Notice of meeting

Annual General
Meeting Agenda

How Business will be
conducted at the Meeting
The Annual General Meeting is an important
event and we encourage Shareholders toactively participate.

Friday, 18 December 2009
in Melbourne

Important information about the conductof the meeting is set out below.

9:00 am	Registration Opens
9:15 am

Discussion and asking questions
Discussion will take place on all theitems of business as set out on page 5.
The Explanatory Notes also provide further
information related to the items of business.

Morning Tea

10:00 am	Annual General Meeting
commences

Shareholders will have the opportunity
to ask questions at the Annual General
Meeting (including an opportunity to ask
questions of the Auditor). To ensure thatas many Shareholders as possible have theopportunity to speak, Shareholders arerequested to follow the guidelines below:

	Welcome to Shareholders– Chairman
	Chief Executive Officer’s
Presentation

 lease keep questions as brief as possibleP
and relevant to the matters being discussed;

Items of BusinessIf a Shareholder has more than one question,please ask all questions at the one time;S hareholders should not ask questions
at the Meeting that they may have as anindividual customer. These questions should
be taken up with the ANZ representatives
after the Meeting.

Please join the Chairman,
Charles Goode, the Directors
and senior executives of ANZ
for refreshments after the
Annual General Meeting

Shareholders who are unable to attend
the Meeting or who may prefer to registerquestions in advance are invited to do so.
A Questions form is included with your Proxy
Form and is also available on the website.
We will attempt to address as many of themore frequently asked questions as possible
in the Chairman’s and Chief Executive Officer’s
presentations to the meeting.
A Shareholder information stand will beavailable in the area outside the Meetingroom. In addition Directors and senior
executives will be available after the Meeting.
Discussion will take place on each item ofbusiness prior to Shareholders being asked
to vote.
Webcast and photography
We have arranged for the Annual General
Meeting to be filmed and broadcast via
a webcast which can be viewed atwww.shareholder.anz.com. After the
Meeting you can also watch an archived
recording on the ANZ website.
We have arranged for photographs to
be taken at the Meeting. If you attend theMeeting in person, you may be includedin photographs or the webcast recording.
For the safety and security of all thosepresent at the Meeting, cameras andrecording devices are not permitted.
Upon entry to the Meeting room, youwill be asked to present your bag for asecurity search.

ANZ Investor Centre Website
Our shareholder website has recently been updated to enable our shareholders to view
information in the manner that suits them. Documents are available in various formats– view online, download or a request a hard copy.
Annual Report and Shareholder Review 2009
The Annual Report provides detailed financial data and information on ANZ’s performance –this is prepared in accordance with applicable regulatory requirements. We also issue a
Shareholder Review which is a short form non-statutory document covering certain key
items in the Annual Report excluding the detailed financial statements.
The reports are available at www. shareholder.anz.com or by calling the Share Registrar
on 1800 11 33 99 (from within Australia) or +61 3 9415 4010 (from elsewhere) to request
a hard copy.

4

4

NOTICE OF 2009
ANNUAL GENERALMEETING
Notice is given that the
41st Annual General Meetingof Australia and New Zealand
Banking Group Limited will
be held at the
Melbourne Convention Centre,
Plenary Hall 1, 1 Convention
Centre Place, South Wharf,
Melbourne, Victoria on Friday,
18 December 2009 at 10:00am(Melbourne time).

Business
1. ANNUAL REPORTS

To consider the Annual Report, Financial Report
and the Reports of the Directors and of the
Auditor for the year ended 30 September 2009.
2. APPROVAL OF SECURITIES ISSUES

To consider and, if thought fit, to pass thefollowing resolution as an ordinary resolution:“That for the purposes of ASX Listing Rule 7.4,
the issue of equity securities by the Company,
as more fully described in the Explanatory
Notes which accompany the Notice convening
the 2009 Annual General Meeting, beapproved.”
Voting Restrictions for item 2

The Company will disregard any votes caston item 2 by a person who participated in theissue of the equity securities referred toin item 2 or their associates.
However, the Company will not disregard
a vote by a person who participated in theissue of the equity securities referred to initem 2 or their associates if:
it is cast by a person as proxy for ashareholder who is entitled to vote, in
accordance with the directions on theproxy form; orit is cast by the person chairing theMeeting as proxy for a shareholder who
is entitled to vote, in accordance with adirection on the proxy form to vote as
the proxy decides.
ASX has also granted a waiver from thevoting restriction requirements of ASX
Listing Rule 14.11.1 to the extent necessary
to permit the Company to count votes
cast on item 2 by persons who are acting
solely in a fiduciary, nominee or custodial
capacity (Nominee Holders) on behalf ofbeneficiaries who did not participate in
the issue of the equity securities referred
to in item 2. The waiver is subject to thefollowing conditions:the beneficiaries provide written
confirmation to the Nominee Holders
that they did not participate in therelevant issue of equity securities, nor
are they an associate of such a person;the beneficiaries direct the Nominee
Holders to vote for or against theresolution; andthe Nominee Holders do not exercise
discretion in casting a vote on behalfof the beneficiaries.
3. ADOPTION OF THE
REMUNERATION REPORT

To adopt the Remuneration Report for theyear ended 30 September 2009.
The vote on this resolution is advisory only.
4. ELECTION OF DIRECTORS(a)	To re-elect a Director – Mr J.P. Morschel
Mr Morschel is retiring and, being eligible,
offers himself for re-election.
(b)	To elect a Director – Mr R.J. Reeves
Mr Reeves, being eligible, offers himself
for election.
(c)	To elect a Director – Mr Lee Hsien Yang
Mr Lee, having been appointed by the
Board since the date of the 2008 Annual
General Meeting, is retiring in accordancewith the Company’s Constitution and,being eligible, offers himself for election.

Undirected Proxies
Where permitted, the Chairman of the
Meeting in respect of each item of businessintends to vote undirected proxies in favourof each item except the election of Mr Reeves,
where the Chairman of the Meeting intends
to vote against Mr Reeves’ election.

2009 Annual General Meeting5Notice of meeting

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 ordinary
shares at 7.00pm (Melbourne time) on
Wednesday, 16 December 2009.
Holders of preference shares, including ANZ
Convertible Preference Shares, are entitled
to attend the Meeting but are not entitledto vote.

Voting by Proxy
A shareholder who is entitled to attend andcast a vote at the Meeting may appoint a
proxy. A proxy need not be a shareholder.
A person can appoint an individual or a body
corporate as a proxy. If a body corporate isappointed as a proxy, it must ensure that
it appoints a corporate representative inaccordance with section 250D of the
Corporations Act to exercise its powers
as proxy at the Meeting.
A shareholder who is entitled to cast 2 ormore votes may appoint up to 2 proxies andmay specify the proportion or number ofvotes each proxy is appointed to exercise.
The following addresses are specified
for the purposes of receipt of proxyappointments and any authorities underwhich proxy appointments are signed (orcertified copies of those authorities):
Australia
ANZ Share Registrar
GPO Box 242
Melbourne
Victoria 3001
Australia
United Kingdom
ANZ Share Registrar
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
United Kingdom

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

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

6

Shareholders may also submit their
proxy instructions electronically to theCompany’s Share Registrar by visitingwww.investorvote.com.au. Intermediary
Online subscribers only (custodians) should
visit www.intermediaryonline.com
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
to which proxy forms may be sent, pleaserefer to 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 the addresses
listed above for the receipt of proxyappointments at least 48 hours before
the Meeting.

Corporate Representatives
A body corporate which is a shareholder, or
which has been appointed as a proxy, may
appoint an individual to act as its representativeat the Meeting. The appointment mustcomply with the requirements of section 250Dof the Corporations Act. The representative
should bring to the Meeting evidence of hisor her appointment, including any authority
under which it is signed, unless it has previously
been given to the Company.
By Order of the Board

Bob Santamaria
Secretary
Melbourne
17 November 2009

Explanatory Notes
ITEM 1 ANNUAL REPORTS

A copy of the Company’s 2009 Annual Report,
including the Financial Report and the Reportsof the Directors and of the Auditor for theyear ended 30 September 2009, may beaccessed by visiting the Company’s website
www.shareholder.anz.com
A shareholder may elect to receive by mail,free of charge, the Company’s Annual Report(which includes detailed financial statements
and reports) or the Shareholder Review (ashort 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 the necessary
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
have made an election to receive it.
ITEM 2 APPROVAL OF SECURITIES ISSUESIntroduction

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

The Board has decided to seek shareholder
approval under ASX Listing Rule 7.4 for theCompany’s A$2.5 billion fully underwritten
institutional share placement that wasannounced in May 2009 (Placement). The
number of fully paid ordinary shares issued
under the Placement was within the limit
imposed by ASX Listing Rule 7.1.
Information on the Placement

The Placement resulted in the issue of
173,611,111 fully paid ordinary shares(Securities) at a price of A$14.40 per share,
which represents approximately 8% of theCompany’s total issued ordinary share capitalon issue at 2 June 2009. The Securities were
issued on 3 June 2009.
The Placement involved an offer of the
Securities to institutions and sophisticatedand professional investors (being persons
to whom offers of securities could be madewithout requiring disclosure for the purposeof Chapter 6D of the Corporations Act).

eligible ordinary shareholders the opportunity
to apply for up to A$15,000 worth of ANZ
ordinary shares without incurring brokerageor other transaction costs.

information about Board policy for
determining the nature and amount of
remuneration of the Company’s Directors
and most senior executives;

While the Company believes that theseequity capital raisings have provided it withfinancial flexibility and a strong capital position,
it is important for the Company to haveavailable to it access to all forms of capital.

a description of the relationship between
the remuneration policy and theCompany’s performance; andThe approval of shareholders is being sought
to provide the Company with increased
flexibility to undertake equity raisings without
the need for further shareholder approval.
The requirement to obtain shareholder
approval for an issue, at the time of issue,
could limit the Company’s ability to takeadvantage of opportunities that may arise toraise equity capital. It should be noted that,
notwithstanding an approval by shareholdersof the proposed resolution relating to thisitem of business, any future equity raisings
will remain subject to the 15% limit set out
in ASX Listing Rule 7.1.

The purpose of the Placement (in addition
to the Company’s Share Purchase Plan that
was also announced in May 2009) was to raise
funds to create greater financial flexibility
to pursue strategic and organic growth
opportunities and to further strengthen the
Company’s capital position. Since then, theCompany has announced the acquisition of
selected businesses of Royal Bank of Scotland
Group plc in Asia for around US$550 million(announced on 4 August 2009) and theacquisition of ING Group’s 51% shareholdingsin the ANZ–ING wealth management and life
insurance joint ventures in Australia and New
Zealand for A$1,760 million (announced on
25 September 2009). The Company also
completed the redemption of A$600 millionof hybrid Tier 1 Convertible Notes on 28
September 2009.

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

Why are we seeking
shareholder approval?

ITEM 3 ADOPTION OF THE
REMUNERATION REPORTThe Company’s capital base is critical to its
ability to manage its business. The Company
funds itself from various sources, including
deposits, borrowings in the debt capital
markets and equity capital. ANZ successfullyraised equity capital during 2009 by way of
the A$2.5 billion Placement and the related
Share Purchase Plan which raised approximately
A$2.2 billion. The Share Purchase Plan provided

The Board will only decide to issue further
equity securities if it considers it is in the bestinterests of the Company to do so. This may
depend, among other things, on the capital
position of the Company, conditions indomestic and international capital markets,and changes in the prudential regulation of
the Company.

As 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:remuneration details for key management
personnel (including the Directors of
the Company) for the period ended
30 September 2009.
A copy of the Remuneration Report, which ispart of the 2009 Annual Report, is available
by contacting the Company’s Share Registrar
or by visiting the Company’s website
www.shareholder.anz.com
Board Recommendation: The Board
considers that the remuneration policies
adopted by the Company are appropriately
structured to provide rewards that arecommensurate with the performance of theCompany and competitive with the externalmarket. On this basis, the Board recommends
that shareholders vote in favour of item 3.
ITEM 4 ELECTION OF DIRECTORSMr Morschel is retiring and offers himself for
re-election. Mr Lee, having been appointed
by the Board since the 2008 Annual General
Meeting, is retiring in accordance with theCompany’s Constitution, and offers himself
for election. Mr Reeves has nominatedhimself for election as a Director, although
his candidacy is not supported by the Board.
While three candidates are standing thisyear, only two 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 candidates satisfy thiscondition, the candidates elected will bethose two candidates with the highest
number of “for” votes. The proxy form
contains further information on voting.
The order of candidates on this Notice ofMeeting and on the proxy form has been
determined by ballot by the Company’s
Auditor.

2009 Annual General Meeting7

Candidates for election and re-election
as Directors:

Mr Morschel
Mr J.P. Morschel
DipQS, FAICD
Independent Non-Executive Director,
appointed in October 2004.
Mr Morschel is Chairman of the GovernanceCommittee and a member of each of theBoard’s other principal Committees. He is a
Director of Singapore Telecommunications
Limited, Tenix Pty Limited and Gifford
Communications Pty Ltd.
He is a former Chairman of Rinker Group
Limited, Leighton Holdings Limited and CSR
Limited, and a former Director of Rio Tinto Plc
and Rio Tinto Limited. Mr Morschel was
Managing Director of Lend Lease Corporation
Limited from 1988 to 1995 and a Director ofWestpac Banking Corporation between 1993
and 2001, including two years as an Executive
Director where his responsibilities included
retail banking and wealth management.

ANZ has stated “Our reputation as a trusted
and respected organisation is our greatest
asset.” [ANZ Corporate Responsibility
newsletter July 2009]
If ANZ truly believe this, then I believe moreshould have been done by now to improve
ANZ’s governance processes following the
publicly recognized failures referred to in
the 2008 Securities Lending Review.
Mike Smith recently announced that “[At ANZ]
we’ve spent the past year strengthening
governance and creating a much morerisk-aware culture. At the highest level of theorganization we have started a dialogue about
values and ethics which is very explicit and verypractical.” [Mike Smith – 21 September 2009
Speech – Navigating Responsible Growth– Corporate Responsibility Framework Launch]
For ANZ to have “started a dialogue” after many
years of what I believe are costly values andethical failures does not bode well.

Lives in Sydney. Age: 66

ANZ stated in August 2008 that there were
weaknesses in the management and oversightof the ANZ businesses/units that dealt with theOpes Prime activities.

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 Australian andinternational companies.

Further remedial governance action has takenplace since ANZ reached a settlement of a legal
action with me in 2007 and since the very public
and expensive Opes Prime debacle. These
actions have included;

As previously announced, it is proposedthat Mr Morschel will succeed Mr Goodeas Chairman of the Board at the end of
February 2010.

introduction of a new Code of Conduct
and Ethics in October 2008

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

Mr Reeves
Mr R.J. ReevesBEc, FCPA, DPM
Lives in Melbourne. Age: 59
Mr Reeves has requested the following
statement be included in this Notice ofMeeting:
I believe governance failures by ANZ and related
reputational impacts have cost us shareholders
dearly. I have repeatedly stated ANZ’s
Governance practices and accountabilities
need to be vastly improved. [ANZ 2007 & 2008
Notices of Annual General Meeting]anz.com
Australia and New Zealand Banking Group Limited
ABN 11 005 357 522

introduction of organisation widecompulsory training in respect of theCode of Conduct and Ethics; andformation of a Reputation Risk Committee.
Between 2003 and 2008 I provided ANZ withwhat I believe was evidence of breaches of ANZ’s
Code of Conduct which were fundamental to
my legal action.
I again offer my services to ANZ Shareholders
to assist ANZ following the steps that havebeen taken to “strengthen accountability andgovernance”. [ANZ Corporate Responsibility
newsletter July 2009]
I am a Fellow Certified Practicing Accountant
with post graduate qualifications in ProjectManagement. My experience includes roles as
Deputy Secretary – Department of Treasury
Victorian State Government, and with Price

Waterhouse and BHP, and encompassed
chairing the Victorian Government’s Treasury
Department Audit Committee and being a
Member of the State Revenue Office’s Audit
Committee.
The above information on Mr Reeves wasprovided by the candidate and has not beenverified by the Company.
Board Recommendation: The Board does
not endorse the election of Mr Reeves asa Director.

Mr LeeMr Lee Hsien Yang
MSc, BA
Independent Non-Executive Director,
appointed on 1 February 2009.
Mr Lee is a member of the Risk Committee andthe Technology Committee. He is Chairman ofFraser & Neave, Limited and the Civil Aviation
Authority of Singapore, and a Director of theSingapore Exchange Limited, The Islamic Bankof Asia Limited and Kwa Geok Choo Pte Ltd.
Mr Lee is also a member of the Governing
Board of the Lee Kuan Yew School of Public
Policy, the Rolls Royce International Advisory
Council and the Merrill Lynch PacRim
Advisory Council.
Mr Lee is a former Chairman of the Republic
Polytechnic, and a former Director of SingTel
Optus Pty Limited and Singapore Post Limited.
He is also a former Chief Executive Officer ofSingapore Telecommunications Limited.
Lives in Singapore. Age: 52
Mr Lee is one of Asia’s most respected businessleaders and has considerable knowledge of theregion. He has a background in engineeringand brings to the Board his international
business and management experience acrossa wide range of sectors including food andbeverages, properties, publishing and printing,telecommunications, financial services,education, civil aviation and land transport.
Board Recommendation:The Board(excluding Mr Lee because of his interest)
endorses the election of Mr Lee as a Director.