CONTENTS
Time and location of the Annual General Meeting

2

ANZ Shareholder Centre Website

32022 Annual Report and 2022 Annual Review

3

Annual General Meeting Agenda

4

How Business will be conducted at the Meeting

4

Notice of 2022 Annual General Meeting5

Explanatory Notes

8

ANZ 2022 NOTICE OF ANNUAL GENERAL MEETING

The ANZ 2022 Annual General Meeting (AGM or Meeting) ofAustralia and New Zealand Banking Group Limited (Company
or ANZ) will be held as a hybrid meeting on Thursday,
15th December 2022 commencing at 10:00 am (Adelaide Time)2

ANZ 2022 Notice of Annual General Meeting

Time and Locationof the Annual General Meeting
Thursday, 15 December 2022
at 10:00 am (Adelaide Time)

Festival DriveAdelaide Convention Centre,
Hall H, North Terrace Adelaide SA 5000

Festival
TheatreFestival Drive

Adelaide
CasinoAdelaide
Train
StationRiverside
CentreNorth Terrace

North Terrace

North Terrace

City West
Tram Stop

Parliament
House

King William Street

Adelaide
Convention Centre

lD

King William Street

Morphett Street

Morphett Street

Fe stiva
InterContinental
Hotel

North Terrace
Car ParkriveRiverbank
Car Park

Adelaide Railway
Station Tram Stop

North Terrace

Adelaide
Convention Centre
INTERNAL LAYOUT

Tram Line
L1a
L1b

L2 L3

Vehicle AccessF

West
EntranceG

Car Park

L

Tram StopBus StopM

CentralEntrance

H

N
O

Train Station
Taxi Rank
Entrance

I

J

K

3

Important Dates

Join the AGM online

All times are given in Australian Central
Daylight Time (Adelaide Time) unlessotherwise specified.

To participate online visit https://meetnow.global/ANZ2022 on yoursmartphone, tablet, or computer.

13 December 2022

You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure yourbrowser is compatible. Refer to the instructions on the Online Meeting Guide document.

10:00am (Adelaide Time)
Latest time for receipt
of proxy appointments

15 December 2022
10:00am (Adelaide Time)
Annual General Meeting

Join the AGM in person

Suburban RailADELAIDE CONVENTIONCENTRE (ACC)

The main railway station is right nextdoor to the Adelaide Convention Centre
and it provides access from Adelaide’s major
suburban centres. Further information canbe accessed at www.adelaidemetro.com.au

The Adelaide Convention Centre(ACC) is located in the central
business district of Adelaide,
South Australia. The fully-equipped
centre is close to public transporthubs and just 15 minutes by carfrom Adelaide Airport.
TRAVELLING BY
PUBLIC TRANSPORT
Trams
Air-conditioned trams stop outside the
Adelaide Convention Centre. Trips within
the city centre are free. The route runs
from Glenelg via Rundle Mall and theCentral Market. Further information can beaccessed at www.adelaidemetro.com.au

Taxi
A taxi rank is positioned immediately infront of the Adelaide Convention Centre
on North Terrace. Additional ranks exist
along North Terrace within close proximity.

15 December 2022
2022 Final Dividend Payment Date

ANZ Shareholder
Centre Website
Shareholders are able to view
information in the manner thatbest suits them on our website:
anz.com/shareholder/centre.
Documents are available invarious formats.

Car
There are two car parks available for visitors
to the Adelaide Convention Centre, namely
the Riverbank and North Terrace car parks
which are open 24 hours/day, 7 days aweek. The car parks are situated under
the Convention Centre (Riverbank) andbeneath the Exhibition Hall.

2022 Annual Report
The Annual Report provides detailed
financial data and information on ANZ’s
performance as required to comply withapplicable 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.
These documents are available atanz.com/annualreport or by calling theShare Registrar on 1800 11 33 99 (within
Australia) or (+61 3) 9415 4010 (outside
Australia) to request a hard copy.

2022 Annual Reportanz.com/annualreport4

ANZ 2022 Notice of Annual General Meeting

Annual General Meeting Agenda
Thursday, 15 December 2022
Discussion and asking questions

9:00 am (Adelaide Time)
Registration opens

For those shareholders attending
the meeting online – 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)
For those shareholders attending theAGM in person, please bring your proxyform with you as it will assist with yourregistration.

9:15 am (Adelaide Time)
Refreshments served

10:00 am (Adelaide Time)
Annual General Meeting commences• Welcome to Shareholders – Chairman• Chairman’s presentation• Chief Executive Officer’s presentation• Items of Business

Please join the Chairman, PaulO’Sullivan, the Directors and Senior
Executives of ANZ for refreshments
after the Annual General Meeting.
How business will be
conducted at the AGM
The AGM is an important event and
we encourage shareholders to actively
participate.
Shareholders should monitor the Company’s
website and ASX announcements where
updates will be provided if it becomes
necessary or appropriate to make alternative
arrangements for the holding or conductof the AGM.
Important information about the conductof the AGM is set out below.

Discussion will take place on all items ofbusiness that are put to the AGM – refer to“Business” and “Explanatory Notes” sections
for further information relating to the itemsof business.
Shareholders as a whole will have areasonable opportunity to ask questions at
the AGM and also via the online platform or
verbally by phone, including an opportunity
to ask questions of or making comments on
the management of the Company and theRemuneration Report as well as asking
questions of the Company’s External
Auditor, KPMG.
To ensure that as many shareholders as
possible have the opportunity to participate,shareholders are requested to observe thefollowing guidelines:• all shareholder questions should be statedclearly and should be relevant to thebusiness of the AGM, including arising fromthe Financial Report, the Directors’ report(including the Remuneration Report) andthe Auditor’s Report, and general questions
about the performance, business andmanagement of the Company;• if a shareholder has more than one
question on an item of business, allquestions should be asked at the onetime; and• shareholders should not ask questions at
the AGM relating to any matters that are
personal to the shareholder or commercial
in confidence.
Shareholders who prefer to register questionsin 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 anyquestions via the Proxy Voting Link
investorvote.com.au/login (Control
Nbr 131545).
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 AGM.
Written questions, including questions for
the External Auditor, must be received by
the Company by 4:30pm (Adelaide Time) on
8 December 2022, and can be submitted
online, by mail, or email as set out on the topof the Questions from Shareholders Form.

Hybrid AGM, webcast
and photography
We have arranged for the AGM to be filmed
and broadcast via a webcast which can beviewed at anz.com/agm.
After the AGM you can also watch anarchived recording on the ANZ website.
We have arranged for photographs to betaken at the AGM. If you attend the AGM in
person, you may be included in photographs
or the webcast recording.
For the safety and security of all thosepresent at the AGM, cameras and recording
devices are not permitted.
For those shareholders who are attending
the AGM online, the AGM will be webcast
live for participation by shareholders andproxyholders via the online AGM Platform
at https://meetnow.global/au.
To participate you will need a computer ormobile/tablet device with internet access.
When you log onto the AGM platform on themorning of the AGM, you will need to provide
your details (including SRN or HIN) to beverified as a shareholder or proxyholder.
Proxyholders will need their login details
which will be provided by Computershareno later than 24 hours before the AGM.
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 andask questions online during the AGM) is
available in the Online Meeting Guide andOnline AGM Frequently Asked Questions
document, which have been lodged with
ASX and are available at anz.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 commencesat 10:00am (Adelaide Time).
Technical difficulties may arise during
the course of the AGM, in which case the
Chairman of the Meeting has discretion as towhether and how the AGM should proceed.
In exercising their discretion, the Chairman of
the Meeting will have regard to the numberof shareholders impacted and the extent towhich participation in the business of the
AGM is affected. Where they consider it
appropriate, the Chairman of the Meeting
may continue to hold the AGM and transact
business, including conducting a poll and5

Notice of 2022
Annual General Meeting
voting in accordance with valid proxy
instructions. For this reason, shareholders
are encouraged to lodge a directedproxy by 10:00am (Adelaide Time),
13 December 2022, even if they plan
to attend the AGM online or in person.
Further instructions on device
configurations are provided in theOnline Meeting Guide.
Alternatively, shareholders may listen to
the proceedings of the AGM by dialing:

Shareholders may participate in the AGM
virtually via our online AGM platform at
https://meetnow.global/ANZ2022 or via
the appointment of a proxy.

Guest
Passcode

Business

1800 173 224/
1800 556 264

7500882

1. Annual reports

0800 452 794/
0800 880 585

7500882

Country

NumberAustralia
New
Zealand

Notice is given that the 54th
Annual General Meeting of
the Company will be held asa hybrid meeting on Thursday,
15 December 2022 commencing
at 10:00am (Adelaide Time).

Worldwide +61 7 3107 0200 7500882
If you wish to ask a question over thephone, please register and follow thedetails below:
To register 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.
See question 20 in the Online AGM
Frequently Asked Questions document
for further details.
In addition to the above, shareholders
can also watch an archived recordingof the webcast after the AGM at
anz.com/agm.

To consider the Annual Report, Financial
Report and the Reports of the Directors
and of the Auditor for the year ended
30 September 2022.
There is no requirement for shareholders
to approve these reports.

2.	Election and re-election ofBoard Endorsed candidates(a) To elect Mr J P Smith
Mr Jeffrey Paul Smith having been
appointed by the Board after the dateof the 2021 Annual General Meeting,is retiring in accordance with theCompany’s Constitution and, being
eligible, offers himself for election asa Director.
(b) To re-elect Ms S J Halton AO PSM
Ms Sarah Jane Halton AO PSM isretiring in accordance with theCompany’s Constitution and, being
eligible, offers herself for re-election
as a Director.
(c) To re-elect Mr P D O’Sullivan
Mr Paul Dominic O’Sullivan is retiringin accordance with the Company’s
Constitution and, being eligible, offers
himself for re-election as a Director.

3.	Adoption of theRemuneration Report
To adopt the Remuneration Report for
the year ended 30 September 2022. The
vote on this resolution is advisory onlyand does not bind the Company.

4.	Grant of restricted rights andperformance 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,
restricted rights and performance rights
under the ANZ Share Option Plan on theterms set out in, and to provide Mr Elliott any
or all of the benefits (including on cessationof employment) described in, the Explanatory
Notes to the Notice convening this Meeting.”

5.	Resolution requisitioned bymembers – Amendment to theConstitution
The following proposed resolution has
been requisitioned under section 249Nof the Corporations Act.1
This resolution is not endorsed by
the Board.
• To consider and, if thought fit, to pass
the following resolution as a special
resolution:“Insert into the Constitution in clause 13‘Meetings of members’ the following new
sub-clause 13.5A ‘Advisory resolutions’:“The Company in general meeting may
by ordinary resolution express an opinion
or request information about the way inwhich a power of the Company partiallyor exclusively vested in the Directors
has been or should be exercised. Sucha resolution must relate to a material
risk identified by the Directors or theCompany and cannot advocate actionthat would violate any law or relate toany personal claim or grievance. Such aresolution is advisory only and does notbind the Directors or the Company.””• Note: for item 5 to be passed as a special
resolution, at least 75% of the votes castby shareholders entitled to vote on the
resolution must be in favour of theresolution. If item 5 is not passed, theChairman of the Meeting will not put
the resolution proposed in item 6 to theAGM but will provide an opportunity
for discussion in relation to both items.

1. The resolution was requisitioned by a group of shareholders holding approximately 0.01% of the Company’s ordinary shareson issue.

6

ANZ 2022 Notice of Annual General Meeting

Board Recommendation: The Board
recommends that shareholders voteagainst item 5 for the reasons set out inthe Explanatory Notes to this Notice ofMeeting. The Chairman of the Meeting
intends to vote undirected proxies
against item 5.

6.	Resolution requisitioned bymembers – Climate Risk
Safeguarding (conditional item)• Condition for item 6: This resolution
will only be put to the AGM 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.1• 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 recognise the substantial
transitional and physical risks of climatechange and their potential financial
impacts on our company. We also note ourcompany’s support for the Paris climatechange agreement and the goal of
net-zero emissions by 2050. Shareholders
therefore request the company disclose, in
subsequent annual reporting, information
demonstrating how the company’s
financing2 will not be used for the purposesof new or expanded fossil fuel projects.”
Board Recommendation: The Board
recommends that shareholders voteagainst item 6 for the reasons set out inthe Explanatory Notes to this Notice ofMeeting. The Chairman of the Meeting
intends to vote undirected proxies
against item 6.

Voting restrictions
VOTING RESTRICTIONS FOR
ITEM 3 (ADOPTION OF THE
REMUNERATION REPORT)The Corporations Act restricts Key
Management Personnel (KMP) and theirclosely related parties from voting on the
resolution proposed in item 3. Closely related
party is defined in the Corporations Act andincludes a spouse, dependents and certain
other close family members, as well as any
companies controlled by a memberof the KMP.
Any votes cast in any capacity (e.g. as ashareholder, 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 members of the KMP at the date of
the AGM (and their closely related parties) will
also be disregarded.
However, the Company will not disregard thevotes as a result of these restrictions if cast:• on behalf of a person entitled to vote inaccordance with a direction on the proxyappointment specifying the way the proxyis to vote on the resolution; or• by the person who is the chair of themeeting and the proxy appointment
expressly authorises the chair of themeeting to exercise the proxy even if
the resolution is connected directly or
indirectly with the remuneration ofa member of the KMP.
The Chairman of the Company, as chair ofthe Meeting, intends to vote undirected
proxies (where appropriately authorised)in favour of item 3.

VOTING RESTRICTIONS FOR
ITEM 4 (GRANT OF RESTRICTEDRIGHTS AND PERFORMANCERIGHTS TO MR S C ELLIOTT)
Item 4 is also a resolution connected directlywith the remuneration of a member of the
KMP, namely ANZ CEO, Mr Elliott.

In accordance with the ASX Listing Rules, theCompany will disregard any votes cast in favourof 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,regardless of the capacity in which thevote is cast.
However, this does not apply to a vote castin 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 theproxy or attorney to vote on the resolution
in that way; or• the chair of the meeting as proxy for a
person who is entitled to vote on the
resolution, in accordance with a direction
given to the chair of the meeting to voteon the resolution as the chair of themeeting decides; or• a holder acting solely in a nominee, trustee,custodial or other fiduciary capacity on
behalf of a beneficiary provided thefollowing conditions are met:
– the beneficiary provides written
confirmation to the holder that thebeneficiary is not excluded fromvoting, and is not an associate ofa person excluded from voting
on the resolution; and– the holder votes on the resolutionin accordance with directions givenby the beneficiary to the holder tovote 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 aproxy, by: (i) a member of the KMP at the dateof the meeting or (ii) a closely related partyof such a member, unless the vote is cast:• on behalf of a person entitled to vote inaccordance with a direction on the proxyappointment specifying the way the proxyis to vote on the resolution; or• by the person who is the chair of themeeting and the proxy appointment
expressly authorises the chair of the meeting
to exercise the proxy even if the resolution
is connected directly or indirectly with the
remuneration of a member of the KMP.

1. The resolution was requisitioned by a group of shareholders holding approximately 0.01% of the Company’s ordinary shares on issue. 2. Advisory services, project financing, loan syndications,leveraged and acquisition financing, structured asset finance, structured export finance, and sustainable finance, as listed by ANZ: anz.com/corporate/solutions/corporate-finance/

7

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

Undirected proxies
The Chairman of the Meeting intends tovote 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 tothe Meeting).

Associates
The Voting Restrictions for item 4 apply
to “associates” of Mr Elliott. The applicabledefinitions of “associate” are set out in the
Corporations Act and ASX Listing Rules.
Shareholders who are “associates” subject tothe Voting Restrictions and who intend toparticipate in and cast a vote at the Meeting,should inform the Company’s Share Registrar,
Computershare, of that fact when theyregister at the Meeting.

Questions on voting restrictions
If shareholders (including nominees,custodians or fiduciaries) have questions
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 AGM (including voting
at the Meeting) shareholders are those
persons who are the registered holders of
the Company’s shares at 6:30pm (Adelaide
Time) on Tuesday, 13 December 2022.
Holders of the Company’s ordinary shares
may vote on all items of business, subject tothe Voting Restrictions described previously.

Voting by proxy
A shareholder who is entitled to attend andcast a vote at the AGM 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 withsection 250D of the Corporations Act toexercise its powers as proxy at the AGM.
A shareholder who is entitled to cast 2 ormore votes may appoint up to 2 proxies andmay specify the proportion or number ofvotes each proxy is appointed to exercise.
The following addresses are specified for the
purposes of receipt of proxy appointments
and any authorities under which proxyappointments are signed (or certified copiesof those authorities):

AUSTRALIAANZ Share Registrar
GPO Box 242,
Melbourne, Victoria 3001
Australia
ANZ Share Registrar
Yarra Falls, 452 Johnston Street
Abbotsford, Victoria 3067
Australia

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

NEW ZEALANDANZ 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).

Shareholders may also submit their
proxy instructions electronically to theCompany’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 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 commencement of the AGM.
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 AGM, 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 previously for the receipt of proxyappointments at least 48 hours before
the commencement of the AGM.

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 AGM. 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,
will need to be provided to the Company’s
Share Registrar prior to the AGM unless it
has been given previously to the Company.
By Order of the Board

Simon Pordage
Company Secretary
Melbourne, 7 November 2022

8

ANZ 2022 Notice of Annual General Meeting

Explanatory
notes
Item 1 – Annual Reports

Career

Career

A copy of the Company’s 2022 Annual
Report, including the Financial Report andthe Reports of the Directors and of the
Auditor for the year ended 30 September
2022, can be found on the Company’s
website at anz.com/annualreport.

Jeff is an experienced global business andtechnology executive, with over 30 years
corporate experience which includes senior
executive roles in a number of companies
including Telstra, Honeywell and Toyota.
Jeff was previously Chief Information Officer
at IBM Corporation where he was globally
responsible for IT strategy, resources, systems
and infrastructure and also led the company’s
Agile transformation. Jeff was also CEO of
Suncorp Business Services and Suncorp Chief
Information Officer. Since 2017, Jeff has been
Chief Operating Officer of World Fuel Services
Corporation, a role he will step down from atthe end of 2022.

Jane’s 33 year career in the public service
includes the positions of Secretary of theAustralian Department of Finance, Secretaryof the Australian Department of Health,
Secretary for the Department of Health andAgeing, and Executive Co-ordinator (Deputy
Secretary) of the Department of the Prime
Minister and Cabinet. She brings to theBoard extensive experience in finance,
insurance, risk management, information
technology, human resources, health andageing and public policy. She also hassignificant international experience.

As a shareholder you may elect to receiveby mail, free of charge, the Company’s 2022
Annual Report (which includes detailed
financial statements and reports) or the 2022
Annual Review (a non-statutory document
covering key performance areas, financial
information, remuneration details andcorporate responsibility). If you would like ahard 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
to those shareholders who have made anelection to receive them.

Item 2 – election and re-electionof Board endorsed candidates
The details of Board endorsed candidates
that are standing for election and re‑election
as Directors are set out below. Mr Smith,
Ms Halton and Mr O’Sullivan are retiring inaccordance with the Company’s Constitution
and offer themselves for election andre-election, as appropriate. More details on
the Company’s governance arrangements
pertaining to Directors and those standingfor election and re-election can be found in
the 2022 Corporate Governance Statement
at anz.com/annualreport.

Item 2 (a) To elect Mr J P Smith
Mr Jeffrey Paul Smith
BAPPSC, MBA
Independent Non-Executive Director,
appointed in August 2022. Mr Smith isa member of the Nomination and Board
Operations Committee, Digital Business andTechnology Committee, Risk Committee andHuman Resources Committee.

Jeff also served on the Australian FulbrightCommission awarding Australian postgraduate scholarships to US universities.
He was previously a member of ANZ’s
International Technology and Digital
Business Advisory Panel until 2019.
Relevant Other Directorships
Director: Sonrai Security Inc (from 2021).
Advisor: Zoom Video Communications, Inc(from 2018) and Box, Inc. (from 2018).
Relevant Former Directorships
held in last three years include
Former Member: ANZ International
Technology and Digital Business Advisory
Panel (2016-2019).
Age: 60 years. Residence: USA.
Board Recommendation: The Board(excluding Mr Smith because of his interest)
endorses the election of Mr Jeffrey Paul Smith.

Item 2 (b) To re-electMs S J Halton AO PSM
Sarah Jane Halton, AO PSM
BA (HONS) PSYCHOLOGY, FIPAA, Hon.
FAAHMS, Hon. FACHSE, Hon. DLitt,
FAIM, FAICD, FAIIA
Independent Non-Executive Director,
appointed in October 2016. Ms Halton waslast re-elected in 2019. Ms Halton is Chairof the Digital Business and Technology
Committee and is a member of the Human
Resources Committee, Ethics, Environment,
Social and Governance Committee andNomination and Board Operations Committee.

Jane has contributed extensively tocommunity health through local andinternational organisations including theWorld Health Organisation and as co-chairof the COVAX coordination mechanism.
Relevant Other Directorships
Chairman: Coalition for Epidemic
Preparedness Innovations (Norway)(from 2018, Board member from 2016) andCouncil on the Ageing Australia (from 2017).
Director: Clayton Utz (from 2017).
Member: Executive Board of the Instituteof Health Metrics and Evaluation at the
University of Washington (from 2007).
Honorary Professor: Australian National
University Research School of Psychology.
Adjunct Professor: University of Sydney
and University of Canberra.
Council Member: Australian Strategic
Policy Institute (from 2016).
Relevant Former Directorships
held in last three years include
Former Director: Crown Resorts Limited(2018-2022), Naval Group Australia Pty Ltd(2021-2022) and Vault Systems (2017-2022).
Former Member: National COVID-19
Commission Advisory Board (2020-2021).
Age: 62 years. Residence: Canberra, Australia.
Board Recommendation: The Board(excluding Ms Halton because of herinterest) endorses the re-election of
Ms Sarah Jane Halton as a Director.

9

Item 2 (c) To re-elect Mr P D O’Sullivan
Paul Dominic O’Sullivan
BA (Mod) Economics, Advanced
Management Program of Harvard
Independent Non-Executive Director,
appointed in November 2019 andChairman since October 2020. Mr O’Sullivan
is an ex-officio member of all Board
Committees and Chair of the Ethics,
Environment, Social and GovernanceCommittee and the Nomination and
Board Operations Committee.
CareerPaul has experience in the telecommunications
and oil and gas sectors, both in Australia andoverseas. He has held senior executive roles
with Singapore Telecommunications (Singtel)
and was previously the CEO of Optus. He
has also held management roles with theColonial Group and the Royal Dutch Shell
Group in Canada, the Middle East, Australia
and United Kingdom.
Relevant Other Directorships
Chairman: Singtel Optus Pty Limited (2014,
Director from 2004) and Western Sydney
Airport Corporation (from 2017).
Director: St Vincent’s Health Australia (from2019) and Australian Tower Network Pty Ltd(from 2021).
Relevant Former Directorships
held in last three years include
Former Director: Telkomsel Indonesia(2010-2020), Healthscope Limited (20162019), National Disability Insurance
Agency (2017-2020) and Coca-Cola
Amatil (2017-2021).
Age: 62 years. Residence: Sydney, Australia.
Board Recommendation: The Board(excluding Mr O’Sullivan because of his
interest) endorses the re-election of
Mr Paul Dominic O’Sullivan as a Director.

Item 3 – adoption of theRemuneration Report
As required by the Corporations Act, theBoard presents the Remuneration Report toshareholders for consideration and adoption
by a non-binding vote. The Remuneration
Report contains:

3. Deferral period = performance period + holding period.

• information about Board policy for
determining the nature and amountof remuneration of the Company’s
Directors and most senior executives;• a description of the relationshipbetween the remuneration policy
and the Company’s performance; and• remuneration details for KMP (including
the Directors of the Company) for theperiod ended 30 September 2022.
The Remuneration Report, which is part ofthe 2022 Annual Report, can be found on the
Company’s website at anz.com/annualreport
or can be obtained by contacting theCompany’s Share Registrar, Computershare.
Board Recommendation: The Board considers
that the remuneration policies adopted by
the Company are appropriately structured toprovide rewards that are commensurate with
the Company’s performance and competitive
with the external market. On this basis, theBoard recommends that shareholders eligible
to do so vote in favour of item 3.

Item 4 – Grant of restricted
rights and performance rights
to Mr S C Elliott
The Company is asking shareholders toapprove the proposed grant of restricted rights
and performance rights to the Company’s
Chief Executive Officer (CEO) and Executive
Director, Mr Shayne Elliott, under the ANZ
Share Option Plan on the terms and conditions
set out below. The proposed grant is partof Mr Elliott’s 2023 variable remuneration.
Long Term Variable Remuneration (LTVR) has
been restructured to now provide material
weight to non-financial measures in linewith the new Prudential Standard CPS 511
Remuneration. Accordingly, for the 2023 grant,
Mr Elliott’s LTVR will be delivered as:• 50% LTVR restricted rights – with a pre vest
assessment of non-financial measures; and• 50% LTVR performance rights – withforward looking Total Shareholder Return(TSR) performance hurdles where:– 75% will be measured against the TSR of
the Select Financial Services comparatorgroup; and– 25% will be measured against absolute
Compound Annual Growth Rate
(CAGR) TSR.

At a glance:• 2023 LTVR, delivered in the form of 50%
restricted rights and 50% performancerights, with a combined current facevalue LTVR opportunity of A$3,375,000.
• 2023 LTVR will be deferred over four to six
years with a two-year exercise period post
the end of the relevant deferral period3.
• The restricted rights:– have been subject to a pre grant
assessment by the Board which
determined that the award should bemade at full value (i.e., no reduction); and– will be subject to a pre vest assessmentby the Board of non-financial measuresat the end of the performance period todetermine whether the restricted rights
should vest in full.
• The performance rights:– 75% will be subject to a relative TSR
performance condition which compares
ANZ’s TSR performance against thecomparator group, with nil vesting
below median, 50% vesting at median(i.e., threshold), and increasing to 100%
vesting at the 75th percentile of thecomparator group;– 25% will be subject to an absolute
CAGR TSR performance condition whichmeasures ANZ’s absolute CAGR TSR
performance against targets set by the
Board, with nil vesting below 9.125%,
50% vesting at 9.125% (threshold), andincreasing to 100% vesting at 13.688%.
• The performance conditions for both
restricted rights and performance rights
are assessed at the end of the four-year
performance period (with no retesting).
The four-year performance period
commences on 1 October 2022 and ends
four years later on 30 September 2026.
• Holding periods apply at the end of the
four-year performance period (to the extent
the restricted rights and performancerights meet the relevant performance
condition). The holding period commences
the day after the end of the four-year
performance period and finishes on the 4th,
5th or 6th anniversary of grant.
• The deferral period is the sum of the
four-year performance period and theapplicable holding period.

10

ANZ 2022 Notice of Annual General Meeting

In more detail:
Each restricted right and each performanceright is a right to acquire an ordinary fully
paid share in the Company at nil cost (i.e.,
nil exercise price), subject to meeting theapplicable time and performance conditions.
To the extent the performance conditions aremet, the relevant number of restricted rights
and performance rights will be eligible to veston the fourth, fifth and sixth anniversary ofgrant (vesting dates) as described below.
Upon vesting the Board will determine
whether to settle the restricted rights andperformance rights with ANZ shares or by
payment of a cash equivalent amount.
Mr Elliott’s entitlement to the restricted rights
and performance rights and to any shares/
cash equivalent payment will be subject to:• the Board’s on-going discretion to adjust
downward (including to zero) the numberof restricted rights and/or performancerights if the Board considers such a
reduction to be necessary or appropriate(see further below); and• the rules concerning treatment ontermination of employment or on achange 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 restricted rights or performance rights, or
any entitlement to shares or cash equivalent
payment, prior to vesting.
If the Board determines to settle the restricted
rights and/or performance rights in shareseach restricted right/performance rightentitles Mr Elliott to one ANZ ordinary share
which will rank equally with shares in thesame class, subject to any adjustments inaccordance with the Listing Rules and therules of the Plan. Mr Elliott is not required to
pay any amount on grant of the restricted
rights and performance rights, nor on vesting.
The restricted rights and performance rights
form part of Mr Elliott’s ’at risk’ remuneration.
Restricted rights and performance rights
granted under the ANZ Share Option Plando not carry any voting rights. A dividend
equivalent payment (DEP) is paid in cash at
the end of the relevant deferral period, but
is only made to the extent that all or part of
the underlying rights actually vest. Dividend
equivalents accrue only on rights that meetthe performance condition and actually vest,
and accrue over the full deferral period for
restricted rights, and only during the holding
period for performance rights.

If approval is obtained, it is the intentionof the Board that the restricted rights andperformance rights will be granted to
Mr Elliott on 15 December 2022 (but,in any event, not more than 12 months
after the date of this AGM).

Grant value and calculation of thenumber of restricted rights andperformance rights to be granted
The Board believes that the proposed grantof LTVR restricted rights and performancerights is an important part of Mr Elliott’s
remuneration as it reinforces the CEO’s focus
on achieving longer term strategic objectives,
driving outperformance relative to peers andcreating long term sustained value for all
stakeholders. The grant of restricted rights
and performance rights means that theactual value (if any) of shares Mr Elliott will
receive from this grant is not determineduntil the end of the four, five and six year
deferral periods and will depend on theextent to which the performance conditions
are achieved and the ANZ share price atthe time of exercising the rights.
Using a face value allocation methodology,
the number of restricted rights andperformance rights proposed to be granted
to Mr Elliott has been determined by firstly
dividing the face value of the grant (i.e.,
A$3,375,000) by two to determine therestricted rights award value and theperformance rights award value.
• The restricted rights award value (i.e.,$1,687,500) has then been split into threetranches (33% ~4 year deferral, 33% ~5year deferral and 34% ~6 year deferral)and then divided by the Volume Weighted
Average Price (VWAP) of the Company’s
ordinary shares traded on the ASX in thefive trading days up to and including 1
October 2022, i.e., the start of the four-year
performance period – which was $23.07.
This has determined the actual numberof restricted rights for each tranche ofRestricted Rights, as follows:

Restricted rights tranches

Actual number ofrestricted rights
proposed to beallocated to Mr Elliott

Tranche one:
~ 4 year deferral

24,138Tranche two:
~ 5 year deferral

24,138Tranche three:~ 6 year deferral

24,869Total restricted rights

73,145• The performance rights award value (i.e.,$1,687,500) has been split into two parts:– those rights subject to the relative
TSR performance condition(75% / $1,265,625) and– those rights subject to the absolute
CAGR TSR performance condition(25% / $421,875).
• Each part is then split into three tranches(33% ~4 year deferral, 33% ~5 year deferraland 34% ~6 year deferral) and then divided
by the same five-day VWAP (as used to
calculate the number of restricted rights)$23.07. This has determined the actual
number of performance rights for eachtranche, as follows:

Performance rights
relative TSR tranches

Actual numberof performancerights proposed
to be allocatedto Mr Elliott

Tranche four:~ 4 year deferral

18,103

Tranche five:~ 5 year deferral

18,103

Tranche six:
~ 6 year deferral

18,652Sub total

54,858Performance rights absolute
CAGR TSR tranches

Tranche seven:~ 4 year deferral

6,034

Tranche eight:~ 5 year deferral

6,034

Tranche nine:~ 6 year deferral

6,217

Sub total

18,285

Total performance rights

73,143

11

Performance conditions
Restricted rights and performance rights will have a four-year performance period and a further holding period – these periods combined are thetotal deferral period. The rights may vest after expiry of the holding period, as follows:
Deferral period
TrancheFour-year performance period~ 4 year deferral (1 Oct 22 – 14 Dec 26)~ 5 year deferral (1 Oct 22 – 14 Dec 27)

1 Oct 22 – 30 Sep 26~ 6 year deferral (1 Oct 22 – 14 Dec 28)

Restricted rights
Restricted rights will be subject to a pre vest
assessment to be conducted by the Board
after expiry of the four-year performance
period. The pre vest assessment will take
into consideration any adjustments applied
for the same event/outcomes in either thecurrent or prior years (i.e., adjustments to
Short Term Variable Remuneration (STVR)
and LTVR, malus and clawback), to ensure
the overall impact is fair and proportionate
to the severity of the outcome.
The restricted rights pre vest assessment
consists of a three-step process which considers,over the four-year performance period:
1. Prudential soundness;• Nil award if ANZ does not meet capitalratio and liquidity prudential minimums.
2. Risk measures;• Consideration of any Material Risk
Outcomes from executive actions
or inactions which is expected to/or
has resulted in significant impacts.
• Consideration of any significant
adverse change in APRA’s Active
Supervision level.
• Consideration of Risk Culture thatexamines whether or not ANZ has
maintained (or made progress towards)
a sound risk culture, considering both
executive actions or inactions.
3. Apply Board discretion.
• Board to determine whether any
reduction should be made to therestricted rights outcome based on
consideration of a range of factors,
including:– the outcomes from steps 1 and 2 above;– the impact, if any, of the issue/son ANZ’s reputation/standing in
the market;– whether the issue was specific to
ANZ, the banking industry or thebroader market;

Holding period

Vesting date

1 Oct 26 – 14 Dec 26

15 Dec 26

1 Oct 26 – 14 Dec 27

15 Dec 27

1 Oct 26 – 14 Dec 28

15 Dec 28– any impacts already applied (e.g., redownward adjustment mechanisms,
pre grant assessment impact torestricted rights);– whether any impact should be madeon an individual or collective basis.
The assessment is not intended to be
formulaic given the circumstances requiring
the application of Board discretion will
typically be different or unique, however a
Board decision making framework is in place
to guide the Board in applying discretion.

If the TSR of thecompany comparedto the TSR of theconstituents of thecomparator group:

The percentage ofperformance rights
which will vest is:

Does not reach the50th percentile0%

Reaches or exceeds
the 50th percentile

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

Reaches or exceeds
the 75th percentile

100%

Performance rights – Relative TSR
75% of the performance rights will be
subject to a TSR hurdle which ranks the TSR
performance of the Company with the TSR
performance of the Select Financial Services
comparator group.

Performance rights – Absolute
CAGR TSR

The Select Financial Services comparatorgroup includes the Bank of 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 andWestpac Banking Corporation. The Board
may vary the comparator group from time
to time if it considers it appropriate to doso, for example, to take account of any
constituent company ceasing to be listed.

The absolute CAGR TSR is measured over thesame four-year performance period and the
proportion of performance rights that will
become exercisable will depend upon the
Company’s absolute CAGR TSR at the end of
the four-year performance period comparedto the targets set by the Board.

Broadly, TSR is the growth in share price, plus
the value of the dividends and distributions
on the relevant shares. The proportionof performance rights that will become
exercisable will depend on the Company’s
TSR relative to the TSR of the constituent
companies in the comparator group at theend of the four-year performance period.
The level of performance required for eachlevel of vesting, and the percentage ofperformance rights that will become eligible
to vest at each level of performance, is set out
in the table below. The performance rights
lapse if the applicable performance condition
is not met. There is no re-testing.

25% of the performance rights will be subject
to an absolute CAGR TSR hurdle with targets
as outlined below.

The level of performance required foreach level of vesting, and the percentageof performance rights that vest at eachlevel of performance, is set out in the tablebelow. The performance rights lapse if theperformance condition is not met. Thereis no re-testing.
The Board retains discretion to adjust theabsolute CAGR TSR hurdle in exceptional
circumstances to ensure that Mr Elliott isneither advantaged nor disadvantaged bymatters outside management’s control thatmaterially affect achievement of the absolute
CAGR TSR performance condition.

12

ANZ 2022 Notice of Annual General Meeting

If the absolute
Compound Annual
Growth Rate TSR of thecompany:

The percentage ofperformance rights
which will vest is:

Does not reach 9.125% 0%
Reaches 9.125%

50%

Exceeds 9.125%
but does notreach 13.688%

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

Reaches orexceeds 13.688%

100%

Downward adjustment –Board discretion
The Board retains an on-going and absolute
discretion to:• apply further deferral or freeze the vestingof restricted rights and performance rights;• apply malus (an adjustment to reduce thevalue of part or all of the restricted rights
and performance rights before they havevested); and• apply clawback (the recovery of restricted
rights and performance rights which havealready vested).
This discretion may be exercised, for example,
where the Board considers this is necessary toprotect the financial soundness of ANZ or tomeet regulatory requirements, or there has
been a material failure of risk management
or controls within ANZ.
Accordingly, before the scheduled vesting of
any restricted rights and performance rights theBoard considers whether any further deferral/
freezing or malus should be applied, andalso considers whether clawback should beapplied during the applicable clawback period.

Treatment on terminationof employment
If:• Mr Elliott resigns prior to the vesting date
the restricted rights and performancerights will lapse;• Mr Elliott’s employment is terminated by
the Company with notice, except as set
out below in relation to ’good leaver’termination, all unvested restricted rights
and performance rights as at the ’full
notice termination date’4 will lapse;• Mr Elliott’s employment is terminatedby the Company for misconduct with
notice, all unvested restricted rights andperformance rights will lapse on cessationof employment. If Mr Elliott’s employment
is terminated by the Company for serious

misconduct without notice, all vested(but unexercised) and unvested restricted
rights and performance rights will lapse
on cessation of employment; orthat complies with applicable law or APRA
requirements and/or that any considerationthat is received must be deferred until the
expiry of that later time.

• Mr Elliott ceases employment incircumstances of death or total andpermanent disability, the performance
conditions will be waived and all unvested
restricted rights and performance rights
will vest on cessation.

Any restricted rights and/or performancerights that remains unvested will lapse
with effect from the date of the changeof control event occurring, unless theBoard determines otherwise.

In certain circumstances termination may
be classified by the Board as a ’good leaver’.
In such a case, unless the Board determines
otherwise, the restricted rights andperformance rights held by Mr Elliott
will remain on-foot and, where and to theextent the Board determines the applicable
performance condition is met, the relevant
number of restricted rights and performancerights will be eligible to vest on theirapplicable vesting date. On vesting, theBoard may determine to settle the relevant
restricted rights and/or performance rights
with a cash equivalent payment, rather
than with shares.

Non-operating holding
company proposal

Treatment on change of control
The Conditions of Grant will set out thetreatment of the restricted rights andperformance rights on a change ofcontrol prior to the vesting date.
Where a change of control occurs, which
includes a person acquiring a relevantinterest in 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 therestricted rights and performance rights
will be tested and the restricted rights andperformance rights will become eligible tovest based on the extent the performance
conditions are satisfied. In such a case theperformance period will be taken to end
at a time (being no later than the final dateon which the change of control event will
occur) determined by the Board. No pro rata
reduction in vesting will occur, and vesting
will only be determined by the extent towhich the relevant performance conditions are
satisfied over the adjusted performance period.
Any restricted rights and/or performancerights which vest based on satisfactionof the performance conditions over the
adjusted performance period will vest at atime (being no later than the final date on
which the change of control event will occur)
determined by the Board. If applicable law
or APRA requirements prevent vesting at thistime, the Board may determine a later time

As set out in a separate explanatory
memorandum, ANZ is proposing to establish
a non-operating holding company, ANZGroup Holdings Limited (ANZ NOHC), as the
new listed parent of the ANZ group and tocreate distinct banking and non-banking
groups within the ANZ group (the NOHC
Restructure Proposal). For the avoidanceof doubt, implementation of the NOHC
Restructure Proposal will not constitute a“change of control” under the Conditions ofGrant. If the NOHC Restructure Proposal isapproved by shareholders and implemented,
the restricted rights and performance rights
granted to Mr Elliott would then be replacedwith restricted rights and performance rights
in relation to ANZ NOHC and shares in ANZNOHC (instead of the Company and shares in
the Company) on the same terms andconditions (with any necessary modifications).

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 theCompany (Listing Rule 10.14.2); or• a person whose relationship with theCompany or a person referred to in
Listing Rule 10.14.1 or 10.14.2 is suchthat, in ASX’s opinion, the acquisition
should be approved by its shareholders,
unless it obtains the approval of its
shareholders by ordinary resolution.
The proposed grant of restricted rights andperformance rights to Mr Elliott, a directorof the Company, falls within Listing Rule10.14.1 above and, therefore, requires theapproval of the Company’s shareholders
under Listing Rule 10.14. Mr Elliott is the
only Director entitled to participate in

4. ’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.

13

the ANZ Share Option Plan. No associateof any Director is entitled to participate.
Item 4 therefore seeks the required
shareholder approval to the grant underand for the purposes of Listing Rule 10.14.
If the resolution in item 4 is passed, theCompany will be able to proceed with the
grant as described in these Explanatory Notes.
In the event that shareholders do not
approve the grant of restricted rights andperformance rights, the restricted rights andperformance 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 (FR) of A$2,500,000(inclusive of superannuation) per annum;• Short Term Variable Remuneration(STVR) of up to 100% of FR (maximum
opportunity); and• Long Term Variable Remuneration (LTVR) of
up to 135% of FR (maximum opportunity).
Shareholders are referred to the 2022
Remuneration Report published in the
Company’s 2022 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 Elliotthas been granted a total of 1,017,441
performance rights (and zero restricted
rights) under the ANZ Share Option Plan, as
part of his remuneration as LTVR, as follows:

Grant date

Number of
performancerightsgranted

17 Dec 155

159,573

21.8% vested and78.2% lapsed

16 Dec 16

150,482

0% vested and100% lapsed

19 Dec 17

143,294

43.3% vested and56.7% lapsed

19 Dec 18

110,365

51.6% vested and48.4% lapsed

Overall
performancerights outcome

Grant date

Number of
performancerightsgranted

17 Dec 19

168,066

16 Dec 20

159,308

16 Dec 21

126,353

Total

Overall
performancerights outcome

To beconfirmed post
vesting dates

1,017,441

No amount was or is payable by Mr Elliott
at grant or on vesting for the above
performance rights.
There is no loan scheme in relation to therestricted rights and/or performance rights(or the shares underlying them).
For the settlement of the restricted rights andperformance rights on vesting, shares may be
issued or acquired on market, or the Board
may determine to settle the restricted rights
and/or 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 theperiod in which they were issued, along witha statement that approval for the issue wasobtained under Listing Rule 10.14. Any
additional persons covered by Listing Rule10.14 who become entitled to participate inan issue of securities under the ANZ Share
Option Plan after the resolution on item 4
is approved and who are not named in thisNotice 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 holda managerial or executive office in thecompany or a related body corporate if it
is approved by shareholders under section
200E or an exemption applies. Mr Elliott holds
such an office. The term ’benefit’ has a wide
operation and could include the early vestingof the restricted rights and/or performancerights as contemplated above or otherwise
under the ANZ Share Option Plan.
Accordingly, shareholder approval is alsosought for the purpose of section 200Eof the Corporations Act to allow vestingof restricted rights and performance rights
and settlement of them with shares or acash equivalent payment upon Mr Elliottceasing employment (as summarised under“Treatment on termination of employment”
above), including where to do so would
involve the giving of a ’benefit’ to Mr Elliottin connection with him ceasing to hold amanagerial or executive office. The approval

is sought in relation to the restricted rights
and performance rights proposed to be
granted to Mr Elliott under item 4 in thisNotice of Meeting.
The value of any benefit relating to therestricted rights and performance rights
given in connection with Mr Elliott ceasing
to hold managerial or executive office cannot
presently be ascertained. However, matters,
events and circumstances that will,or are likely to, affect the calculationof that value are:• the number of restricted rights andperformance 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 cessationof employment;• whether performance hurdles are waivedor (if not waived) met, and the numberof restricted rights and performancerights that vest (which could be all of therestricted rights and performance rights
held by Mr Elliott);• whether the restricted rights and/or
performance rights are settled in ANZshares or by payment of a cash equivalentamount; and• the market price of ANZ shares on ASX on
the date shares are provided to Mr Elliott
upon vesting of the restricted rights andperformance rights or, if the Board decides
to settle the restricted rights and/or
performance rights by payment of a cash
equivalent amount, in the five trading days
up to (and including) the date of vesting.
Under the rules of the ANZ Share Option Plan,
the Board has discretion to adjust the rules of
the Plan and awards granted under it. If theCompany makes a bonus issue, or rights
issue, or undertakes a re-organisation, thenumber of restricted rights and performancerights granted to Mr Elliott or their terms may
be adjusted under the Plan as required by
the Listing Rule or to address any material
advantage or disadvantage that may occur(subject to any appliable ASX Listing Rulerequirements). Any such adjustments would
be explained in the Company’s next Annual
Report issued following the adjustment.
Board Recommendation: The Board considers
that the proposed granting of restricted
rights and performance rights is appropriate
and is in the best interests of the Company
and its shareholders, as the grant strengthens

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

14

ANZ 2022 Notice of Annual General Meetingthe alignment of Mr Elliott’s interests withshareholders, 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 to allow restricted
rights and performance rights to vest upon
Mr Elliott ceasing employment in accordancewith the Conditions of Grant, as describedabove, is appropriate and in the best interestsof the Company and its shareholders. It will
provide the Company with the ability toensure its ongoing compliance with section
200B of the Corporations Act and with theConditions of Grant for the restricted rights
and performance rights.
Accordingly, the Board (excluding Mr Elliottbecause of his interest) recommends thatshareholders eligible to do so vote in favourof item 4.

Item 5 – resolution requisitionedby members – amendment tothe constitution (non-board
endorsed item)
A group of shareholders have requisitioned
resolutions under section 249N of the
Corporations Act. The Company has included
those proposed resolutions as items 5 and 6
in this Notice of Meeting.
The resolutions in items 5 and 6 areproposed by shareholders understoodby the Company to be associated withthe 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 tothis Notice of Meeting. By including thesestatements in this Notice of Meeting, theCompany does not make any representations
as to the truth or accuracy of their contents
and disclaims all liability for them.

Reasons why the Board recommends
that Shareholders vote against item 5
The resolution in item 5 is a proposal toamend the Company’s Constitution. The
amendment would enable shareholders
to propose and pass formal resolutions
expressing opinions, or requesting
information, about the way the Board

6. Emissions attributable to lending.

exercises the powers vested in it, in
relation to material risks identified by ANZ.
The Board respects the rights of shareholders
to express their views and to seek to amend
the Company’s Constitution. In addition,
the Board must (and does) in the normal
course consider shareholder views which
can be expressed through a range ofchannels. It does not, however, consider
it in shareholders’ best interests to amend
the Constitution in the manner outlined in
the requisitioned resolution.
Shareholders have a number of existing ways
in which they can effectively engage with theCompany including by asking or submitting
questions at general meetings, by distributing
members’ statements under the Corporations
Act and by choosing whether to support theelection 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.
It is important that the Board can makedecisions using their business judgement
about the business and affairs of theCompany and in the interests of theCompany and its shareholders as a whole.
Shareholders already have a statutory
right under the Corporations Act to put
resolutions to general meetings. Any reform
to allow shareholders to propose advisory
resolutions, as the resolution in item 5 would
enable, is a matter for government andshould not be done on a company-bycompany basis. Addressing the matter
through law reform has the benefit ofensuring that an appropriate weighing of
considerations occurs, appropriate thresholds
and oversight mechanisms are in place,and all Australian public companies are
subject to the same requirement.
Imposing a constitutionally mandated
obligation to put advisory resolutions to
ANZ’s shareholders would increase the scopefor requisitioned resolutions to be usedby groups whose interests are not aligned
with, and may be contrary to, those of theCompany and its shareholders. The Board
is concerned that a constitutional rightto propose such resolutions is likely todisproportionately favour those who havea practice of requisitioning special interest
resolutions. This could result in the businessof future shareholder meetings being
increasingly dominated by non-binding
special interest resolutions that focus ona single issue.
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 best interests of the Company
and its shareholders. Therefore, the Board
recommends that shareholders voteagainst item 5.

Item 6 – resolution requisitionedby members – climate risk
safeguarding (conditional,
non-board endorsed item)
The same group of shareholders that
requisitioned the resolution in item 5
has also requisitioned the resolution initem 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 proposedto the Meeting only if the resolution initem 5 is passed by the requisite majority.

Reasons why the Board recommends
that shareholders vote against item 6
if it is put to the AGM
Commitment to supporting the transition
to net zero emissions
We are playing our part in supporting thetransition to net zero emissions by 2050.
And we want to be the leading Australia
and New Zealand based bank in supporting
our customers’ transition to that goal.
To get there, significant greenhouse gas
emission reductions are required across all
sectors of the economy. Trillions of dollars
are needed to invest in new and existing
technologies for clean energy and sustainableinfrastructure. We believe the most importantrole we can play in enabling the transition
is to support our customers’ plans to reduce
emissions and enhance their resilience toa changing climate. We support an orderlytransition that recognises and responds tosocial, economic and environmental impacts
of a net zero transition. This aligns with our
purpose to help shape a world in whichpeople and communities thrive.

15

We also understand the importance of
seeking to align our lending decisions withthe goals of the Paris Agreement and indoing so, reduce our ‘scope 36’ emissions
from lending to customers. This is why ANZ
was the first Australia and New Zealandbased bank to join the Net Zero Banking
Alliance (NZBA). In joining the alliance in
2021, we committed to measure our scope 3
emissions in key carbon intensive sectors
and set and disclose pathways and targets
so that our shareholders and otherstakeholders can track our progress.
Last year ANZ set two sectoral pathways andtargets for our lending to power generationand large-scale commercial buildings inAustralia. These pathways are guiding ourdecision making about who we lend to andwhat we lend for. This year we will set further
pathways and targets to reduce portfolio
emissions in other carbon-intensive sectors:
oil and gas, and building products.
Our Climate Change Commitment provides
the framework for our strategy and ourcommitment to enable the transition byworking to align our lending portfolio withnet zero emissions. Our environmental
sustainability strategy identifies priority
sectors, technologies and financing
opportunities to help achieve our ambition.
Our 2022 Climate-related Financial Disclosures
will be released prior to our AGM. This will be
our sixth report using the recommendationsof the Task Force on Climate-related Financial
Disclosures (TCFD) and will be available atanz.com/annualreport. This report will
provide a more detailed update on our
approach to climate change, including
our customer engagement program.
Progress against our commitments
To date we have made good progress.
We are directing our finance into key priority
areas and progressively expanding coverageof key sectors in line with our NZBA
commitment. We are aligning our lending
decisions to the Paris Agreement goals andhave disclosed metrics and targets for carbon
intensive sectors. We have committed tofund and facilitate $50 billion of sustainable
solutions by 2025 to help our customers
lower their emissions7, and we are on trackto achieve that target with over $40 billion
funded and facilitated since 2019.
We are also equipping our employees witha deeper understanding of climate risks andopportunities (focusing on our Institutional

bankers in key customer segments suchas resources, energy and Agribusiness),
implementing partnerships, actively
participating in recognised industry
associations to help shape policy development
and settings to enable the development oftaxonomy and standards, reducing emissions
from our operations, including 100%
renewable electricity by 2025 and engaging
constructively with stakeholders on our
approach through Environmental, Socialand Governance (ESG) market briefings,
investor roundtables, civil society
engagement and other avenues.
The supporting statement of the proponentsof this resolution makes it clear that they
are seeking an immediate withdrawal of
financing for companies that are continuing
to invest in fossil fuel related projects
irrespective of the steps those companies,
which are the Bank’s customers, are taking
towards climate change transition. We
do not accept that it is in the Bank’s, ourshareholders’ or the community’s bestinterests that we abandon support andservices for leading companies that are
genuinely endeavouring to implement
effective climate transition plans.
Our commitments on climate change
Our Climate Change Commitment focuses
on four areas:
1.	Supporting our customers and industries
to transition;
2.	Aligning our lending to the Paris
Agreement goals;
3.	Reducing our impact by reducing
emissions from our operations; and4.	Engaging constructively and transparently
with stakeholders.
In 2023 we are seeking to enhance our
response to climate-related risks andopportunities through:• continuing to engage with 100 of ourlargest emitting business customers toencourage them to strengthen their low
carbon transition plans so more customers
achieve a ‘well developed’ or ‘advanced’
rating; and enhance their efforts to protect
biodiversity, by end 2024;• progressing further towards our target
of using 100% renewable electricity forour operations by 2025;8• continuing to enhance banker capability
to identify climate risk and opportunities• building alignment with the Australian
Prudential Regulation Authority (APRA)
CPG229 guidance on Climate Change
Financial Risks and the New ZealandFinancial Sector (Climate-related
Disclosures and Other Matters)
Amendment Act 2021; and• progressively developing metrics andtargets for key sectors, in line with our
NZBA commitment, which is aimed atensuring the majority of our portfolio
emissions are covered by the end of 2024.
We are also continuing to develop an
enhanced climate risk management
framework that strengthens our governanceand anticipates potential climate-related
impacts and regulatory requirements. Our
next steps outlined in our new Environment,
Social, and Governance (ESG) target are thatby end 2023, we will:• prepare a set of risk standards basedon regulatory obligations, to be applied
across all countries and territories inwhich we operate;• extend our Climate Change Risk
Assessment methodology beyond our
Project Finance business, starting with
Institutional customers in higher emitting
sectors such as resources and energy; and• develop a data strategy to inform ourapproach to sourcing and integratingclimate data into sectoral transition
pathways, scenario analysis, stresstesting and analytics. This will include
learning from the New Zealand climate
risk program.
How ANZ is working with its large
business customers
We committed to engage with 100 of ourlargest emitting business customers, toencourage them to strengthen their low
carbon transition plans and enhance theirefforts to protect biodiversity, by the end 2024.
As part of this engagement we expect morecustomers to further improve their plans to a‘well developed’, or ‘advanced’ stage.
Customers continue to value our engagementon this topic, and our perspectives. Several
customers outside of the 100 have sought
to engage with us, seeking clarity on our
expectations, or requesting suggestions toimprove their approach.
For those customers starting out, we provide
support in the form of insights into enhanced
customer practices we have observed

7. 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. 8. Self-generated renewable electricity, direct
procurement from offsite grid-connected generators e.g. Power Purchase Agreement (PPA) and default delivered renewable electricity from the grid, supported by credible attributes in accordance with
RE100 technical guidelines.

16

ANZ 2022 Notice of Annual General Meeting

Appendix
through our engagements. Where
customers are further advanced, we
encourage them to find ways tostrengthen their approach and provide
options for how we could potentiallyassist, including setting ‘stretch’ targets
linked to improved financing terms in
the form of sustainability linked lending.
Disclosure
We provide investors and otherstakeholders with clear information
enabling them to assess the adequacyof our approach to climate change andour ability to manage the associatedrisks and opportunities.
We report using the recommendationsof the TCFD. Our 2022 Climate-related
financial disclosures will be publishedon our website together with ANZ’s
2022 ESG Supplement, supporting ESG
Data Pack and the 2022 Environmental
Performance Report which details ourglobal carbon offset data.
ANZ was the first Australian bank toreport under the Financial Stability
Board’s Task Force’s TCFD framework. As
noted above, our 2022 Climate-related
Financial Disclosures will provide a
detailed update on our approach
to climate change including in relation
to our customer engagement program
and will be available at anz.com/
annualreport.

Supporting statements
provided by Market Forces
The statements which follow for items 5
and 6 were provided by the shareholders
who requisitioned the resolutions in items 5
and 6. The statements are not endorsedby the Board. The Board recommends
that shareholders vote against item 5
and, if put to the AGM, item 6.

Item 5 – Amendment to the Constitution
Shareholder resolutions are a healthy partof corporate democracy in many jurisdictions
other than Australia. For example, in the
UK shareholders can consider resolutions
seeking to explicitly direct the conduct of theboard. 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 theboard permits it, Australian shareholders
cannot follow the example of their UK, US,
New Zealand or Canadian counterparts inthis respect.
A board of directors is a steward forshareholders and accountability for thedischarge of that stewardship is essential
to long-term corporate prosperity.
In some situations the appropriate courseof action for shareholders dissatisfied withthe conduct or performance of the board
is to seek to remove directors individually.
However in many situations a better courseof action is to formally and publicly allow
shareholders the opportunity at shareholder
meetings to alert board members that theshareholders seek more information or favour
a particular approach to corporate policy.
The constitution of ANZ is not conducive tothe rights of shareholders to place resolutions
on the agenda of a shareholder meeting. Thisis contrary to the long-term interests of ANZ,
its board and shareholders.
Passage of this resolution – to amend
the ANZ constitution – will simply put thecompany in a similar position in regard toshareholder resolutions as any listed company
in the UK, US, Canada or New Zealand.
We encourage shareholders to vote in favourof this resolution.

Item 6 – Climate Risk Safeguarding
Despite committing to the 1.5°C global
warming limit of the Paris Agreement, andnet-zero global emissions by 2050, ANZ’sfinancing continues to undermine thesegoals, exposing our company to increasedtransitional, physical and legal climate risks.
Paris-aligned financing means no
new fossil fuels
The International Energy Agency’s (IEA)
Net Zero by 2050 scenario (NZE2050)9 states“no new coal mines or mine extensions”, “nonew oil and gas fields” and “huge declines
in the use of coal, oil and gas” are neededto achieve net-zero emissions by 2050. It
further states “also not needed are many ofthe liquefied natural gas (LNG) liquefaction
facilities currently under construction or at
the planning stage”.
In July 2021, 115 investors with US$4.2 trillion
in assets under management and/or
stewardship wrote to 63 global banks, callingon them to integrate the NZE2050 findings,
including the need for no new fossil fuels,
into their climate strategies10.
As early as 2018 the IEA’s Executive Director
said limiting global warming to less than 2°C
means “we have no room to build anythingthat emits CO₂ emissions”.11 This conclusion
has been confirmed by peer-reviewed
scientific research12 and analysis13 drawing
upon data from organisations including
Rystad Energy, IEA and IPCC.
ANZ continuing to finance fossil
fuel expansion
Despite these ever-growing calls to end fossil
fuel expansion, ANZ continues to financeprojects and companies doing exactly that.
Our company loaned at least $2.2B for 19
projects that expand the fossil fuel industry
between 2016 and 2020. These projects are
estimated to enable the release of 4.6 billion
tonnes of CO₂, equivalent to nine times
Australia’s 2020 national emissions.14
Since January 2019 ANZ has loaned over$1B to eight ASX300 companies pursuing
new or expanded coal, oil or gas projects,
including AGL Energy, Aurizon, Beach
Energy, BHP, Origin Energy, Santos, Viva
Energy and Woodside.15

9. https://www.iea.org/reports/net-zero-by-2050 10. https://shareaction.org/investors-call-on-banks-to-strengthen-climateambitions-before-cop26 11. https://www.theguardian.com/business/2018/nov/13/world-has-no-capacity-to-absorbnew-fossil-fuel-plants-warns-iea 12. https://www.nature.com/articles/s41586-019-1364-3; https://iopscience.iop.org/
article/10.1088/1748-9326/aabc5f/meta 13. http://priceofoil.org/content/uploads/2020/09/OCI-Big-Oil-Reality-Check-vF.pdf(p.6); https://priceofoil.org/2018/10/17/the-skys-limit-ipcc-report-15-degrees-of-warming/ 14. https://www.marketforces.org.
au/campaigns/banks/bigfourscorecard/ 15. https://www.marketforces.org.au/campaigns/super/outofline/

17

In August 2022, ANZ took part in a US$1B
syndicated loan to Santos, ostensibly for thecompany to proceed with its Barossa gas
project, which is so emissions intensive it
has been described by one analyst as “... a CO₂
emissions factory with an LNG by-product.”16

In March 2022:

Investor support required• Dutch bank ING announced it would“restrict dedicated upstream finance(lending or capital markets) for oil andgas fields approved for development
after 31 December 2021”,21

ANZ loaned as recently as 2018 to New HopeCorp, which is pursuing new coal mining
projects. Despite this facility having been
terminated by the client, nothing in ANZ’s
policy prevents our company continuing
to lend to New Hope and other companies
attempting to expand coal mining.

• European reinsurer Hannover RE
announced its facultative division “will nolonger take on any new covers for project
policies associated with the exploration
and/or development of new oil and gas
reserves (upstream) or for project policies
that exclusively support the transportationand storage (midstream) of new oil andgas reserves”22, andDespite 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 associated with the energy
transition required to meet the Parisclimate goals.

Physical and transitional climate
risk exposure
As an institution exposed across virtually theentire Australian economy, ANZ should be
extremely concerned about the financial
impacts of physical, transitional, legal andreputational climate risks, which inevitably
will be borne by shareholders.
A September 2021 report by the Reserve
Bank of Australia (RBA) identifies mortgages
as a source of financial risk, stating: “housing
prices could decline, leaving banks with lessprotection than expected against borrower
default”.17 A May 2022 Climate Council study
found one in 25 Australian homes would beuninsurable by 2030.18
Our peer and competitor, CommonwealthBank of Australia, has drawn attention toclimate risks in agriculture, reporting in 2019that grain growing regions risk productivity
declines of up to 50% below the 2018 baselineby 2060, attributed to changes in rainfall.19
For ANZ to be so widely exposed to physicaland transitional climate risk, yet willing toworsen the problem by enabling fossil
fuel expansion, amounts to our company
shooting itself in the foot.
ANZ being left behind
Financial institutions are placing more
effective restrictions on finance to companies
and projects expanding fossil fuels, leaving
ANZ’s clearly ineffective policies behind.
In August 2022 industry super fundNGS divested from numerous oil andgas producing companies due to therisk of stranded assets.20

We urge shareholders to vote in favourof this resolution.

• MAPFRE ruled out insuring or investingin any coal, oil or gas company that had
not committed to an energy transition
plan that allows global warming to be
maintained at around 1.5°C.23
In 2020 Suncorp committed to “not directly
invest in, finance or underwrite… new oil
and gas exploration or production” andphase out underwriting for the sector by2025 and direct investment by 2040.24
Since March 2021, Nordea AssetManagement has excluded fossil fuelproducers without a clear plan for complying
with the Paris Agreement in 213 of its 368
funds, stating “no oil and gas producers
and of course coal miners live up to theserequirements at present”.25 In March 2021,
Danske Bank committed to immediately
end direct finance for expansion of oil andgas exploration and production worldwide,26
while NedBank,27 SEB,28 and NatWest29 havemade similar commitments.
Regulatory and legal risk
In November 2021, the Australian Prudential
Regulation Authority (APRA) published its
Prudential Practice Guide ‘CPG 229 Climate
Change Financial Risks’.30
It states that where an institution is unable
to adequately address climate risk facing its
customers through other measures, it may
need to consider “the institution’s ability tocontinue the relationship” with the customer.

16. https://ieefa.org/articles/ieefa-santos-barossa-gas-field-emissions-create-major-risks-shareholders 17. https://www.rba.gov.au/publications/bulletin/2021/sep/climate-change-risks-toaustralian-banks.html 18. https://www.climatecouncil.org.au/resources/australian-homes-uninsurable-2030-climate-risk-map/ 19. https://www.commbank.com.au/content/dam/commbankassets/about-us/2019-08/CBA-2019-Annual-Report-Risk-management.pdf 20. https://www.ngssuper.com.au/articles/sustainability/ngs-divests-major-fossil-fuel-companies 21. https://www.
ing.com/Sustainability/Our-Stance/Oil-gas-industry.htm 22. https://www.hannover-re.com/1846913/annual-report-2021.pdf (p74) 23. https://www.mapfre.com/media/shareholders/2022/06integrated-report-2021.pdf (p56) 24. https://www.suncorpgroup.com.au/corporate-responsibility/sustainable-growth/responsible-banking-insurance-investing 25. https://www.nordea.com/en/
news/140-nordea-funds-tighten-requirements-for-investments-in-fossil-fuels 26. https://danskebank.com/-/media/danske-bank-com/file-cloud/2017/5/danske-bank-position-statement-fossilfuels.pdf 27. https://www.nedbank.co.za/content/dam/nedbank/site-assets/AboutUs/Information%20Hub/Integrated%20Report/2021/Nedbank%20Group%20Energy%20Policy.pdf 28. https://
webapp.sebgroup.com/mb/mblib.nsf/dld/80AF6A2E5F88CDC2C12586B1002E33C2?opendocument 29. https://www.natwestgroup.com/content/dam/natwestgroup_com/natwestgroup/pdf/
oil-and-gas.pdf 30. https://www.apra.gov.au/sites/default/files/2021-11/Final%20Prudential%20Practice%20Guide%20CPG%20229%20Climate%20Change%20Financial%20Risks.pdf

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