ANZ NOTICEOF MEETING2017 ANNUAL GENERAL MEETINGTABLE OF CONTENTS

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DARLINGISLANDOOBARANGAR

TIMING AND
LOCATION OF THE
ANNUAL GENERALMEETING

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BARANGARANZ SHAREHOLDER CENTRE WEBSITE 02
2017 ANNUAL REPORT AND 2017 ANNUAL REVIEW 02
ANNUAL GENERAL MEETING AGENDA 03
HOW BUSINESS WILL BE CONDUCTED AT THE MEETING 03
NOTICE OF 2017 ANNUAL GENERAL MEETING 04
EXPLANATORY NOTES 06
JOHNSTONS BAYWYNYARDDARLINGHARBOUR

Tuesday, 19 December
2017, 10:00 am(Australian Eastern
Daylight Time)
Darling Harbour Theatre, Level 2,
The International Convention Centre
Sydney, 14 Darling Drive,
Sydney NSW 2009

N

KING
STREETWHARF
PYRMONTCENTRAL
BUSINESS
DISTRICTCBDPYRMONT
BAY

IRON
WHARF
PLACE

DARLINGHARBOURCONVENTIONTAXIBOULEVARDTRAIN

GOODS LINE

BUS

WALK

LIGHT
RAIL

CYCLE

FERRY

EXISTING
LIGHT RAIL

PARKINGPROPOSED
LIGHT RAIL

TOWN
HALL

ICC
SYDNEYWENTWORTHPARKTUMBALONG
PARK

EXHIBITIONWENTWORTH
PARK

CHINA
TOWN
ZOLLNERCIRCUIT

Australia and New Zealand Banking Group Limited (ANZ)
ABN 11 005 357 522
ULTIMONOTICE OF MEETING

TRAIN
A short walk from Central or Town Hall Stations will take you directly
to Darling Quarter, Tumbalong Park and Sydney Visitor Centre. Town
Hall and Central Stations are a 10-minute walk from ICC Sydney.
BUS
ICC Sydney has its own bus stop. Bus routes 389 and 501 stop at
Harris Street near Allen Street – a 10-minute walk from ICC Sydney.
WALKING
Sydney is host to beautiful recreational and coast walks. Routes to
ICC Sydney include from Central Station via The Goods Line.
AIRPORT
Darling Harbour is only 8km from Sydney Airport.

THE INTERNATIONAL CONVENTIONCENTRE SYDNEY
Located in the heart of Darling Harbour, ICC Sydney is easily
accessible by public transport, including light rail, ferry and train andis only a 10 minute walk from Central and Town Hall train stations.
Secure car parking is available and conveniently located within the
Darling Harbour precinct.

GREEN TRANSPORT &ACCESS OPTIONSICC Sydney has multiple public access points with step-free access toevery entertainment, exhibition and conference venue.
Convention Light Rail buses will be positioned on either side of
Darling Drive in the closest bus bay area. Exhibition Light Rail buses
to be positioned in Zollner Circuit.

FERRY
Cruise into Darling Harbour on a ferry with direct services from
Circular Quay, King Street Wharf or Pyrmont Bay Wharf. Captain Cook
Cruises operates services between Darling Harbour Convention
Wharf, Barangaroo King Street Wharf No.1 and Circular Quay.
LIGHT RAIL
The Light Rail travels right through a number of Darling Harbour
stations including ICC Sydney’s stops, Convention Centre andExhibition Centre. The Light Rail starts at Central Station in the CBD
and travels to Dulwich Hill in the inner west.

2017 ANNUAL REPORT AND
2017 ANNUAL REVIEWThe Annual Report provides detailed financial
data and information on the Group’s performanceas required to comply with applicable regulatory
requirements. We also issue an Annual Review
which is a non-statutory document covering
key performance areas, financial information,
remuneration details and corporate responsibility.
These documents are available at anz.com/
annualreport or by calling the Share Registrar on
1800 11 33 99 (within Australia) or (61 3) 9415 4010
(outside Australia) to request a hard copy.

2 | 2017 ANNUAL GENERAL MEETINGWATER TAXIA Water Taxi is a great option for getting to and from Darling
Harbour. Water Taxi’s depart from The Rocks, Circular Quay,
The Opera House and Luna Park.
PARKINGICC Sydney has two car park facilities located within the Exhibition
Centre and ICC Sydney Theatre, comprising a total of 826 car spaces.
Additionally, there are secure car parks located in and around Darling
Harbour, including Wilson Harbourside Car Park and Wilson Darling
Square Car Park.
TAXIThe best taxi drop off and pick up locations include the new Iron
Wharf Place next to Harbourside Shopping Centre and Zollner
Circuit on the Southern end of ICC Sydney Theatre, both accessed
via Darling Drive.
CYCLING
Bike racks are available in Exhibition Car Park 1 including maleand female shower and change room facilities. Personal locks are
required.

ANZ SHAREHOLDER CENTRE WEBSITE
Shareholders are able to view information in the manner that best suits
them on our Website: shareholder.anz.com. Documents are available invarious formats – view online, download or request a hard copy.

ANNUAL GENERAL MEETING AGENDATUESDAY, 19 DECEMBER 2017

9:00amRegistration Opens

9:15amMorning Tea

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

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

Shareholders who are unable to attend the Meeting or who may
prefer to register questions in advance are invited to do so.

HOW BUSINESS WILL BE
CONDUCTED AT THE MEETING

A shareholder information stand will be available in the area outside
the Meeting room. In addition Directors and senior executives will beavailable after the Meeting.

The Annual General Meeting is an important event and we
encourage shareholders to actively participate.
Important information about the conduct of the Meeting is set out
below.

DISCUSSION AND ASKING QUESTIONS
Discussion will take place on all items of business to be considered at
the Meeting – refer to “Business” and “Explanatory Notes” below forfurther information relating to the items of business.
Shareholders as a whole will have a reasonable opportunity to ask
questions at the Annual General Meeting (including an opportunity
to ask questions of the Auditor).
To ensure that as many shareholders as possible have theopportunity to speak, shareholders are requested to observe thefollowing guidelines:

A Questions from Shareholders Form has been included in the AGM
mailing and is also available on the website. We will attempt to address
as many of the more frequently asked questions as possible in the
Chairman’s and Chief Executive Officer’s presentations to the Meeting.

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

• please keep questions as brief as possible and relevant to thematters being discussed;• if a shareholder has more than one question, please ask allquestions at the one time; and• shareholders should not ask questions at the Meeting that they
may have as an individual customer. These questions should betaken up with the ANZ representatives after the Meeting.

2017 ANNUAL GENERAL MEETING | 3

NOTICE OF MEETINGNOTICE OF 2017 ANNUAL GENERAL MEETING
Notice is given that the 49th Annual General Meeting of Australia and
New Zealand Banking Group Limited will be held at Darling Harbour Theatre,
Level 2, International Convention Centre Sydney, 14 Darling Drive, Sydney NSW 2009
on Tuesday, 19 December 2017 at 10:00am (AEDT).
BUSINESS
1. ANNUAL REPORTS
To consider the Annual Report, Financial Report and theReports of the Directors and of the Auditor for the year
ended 30 September 2017.

2. ADOPTION OF THE REMUNERATION REPORT
To adopt the Remuneration Report for the year ended
30 September 2017.
The vote on this resolution is advisory only.

3. GRANT OF PERFORMANCE RIGHTS TO
MR SHAYNE 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 otherpurposes, approval is given for the Company to grant to theCompany’s Chief Executive Officer, Mr Shayne Elliott, Performance
Rights under the ANZ Share Option Plan on the terms set out in,and provide Mr Elliott the benefits described in, the Explanatory
Notes to this Notice of Meeting.”

4. RE-ELECTION OF BOARD ENDORSED 		CANDIDATES(a) TO RE-ELECT MS I R ATLAS
Ms Atlas is retiring in accordance with the Company’s Constitution
and, being eligible, offers herself for re-election as a Director.
(b) TO RE-ELECT MR D M GONSKI, AC
Mr Gonski is retiring in accordance with the Company’s Constitution
and, being eligible, offers himself for re-election as a Director.
(c) TO RE-ELECT MR J T MACFARLANEMr Macfarlane is retiring in accordance with the Company’s
Constitution and, being eligible, offers himself for re-election
as a Director.

5.	A PPROVAL OF THE SELECTIVE CAPITAL
REDUCTION IN RESPECT OF ANZCONVERTIBLE PREFERENCE SHARES
To consider and, if thought fit, to pass the following resolution as a
special resolution:“That approval is given to the terms and conditions of a selective
capital reduction in respect of the CPS3 in an amount of up to$100 per CPS3, as described in the Explanatory Notes to this Noticeof Meeting.”

VOTING RESTRICTIONSVOTING RESTRICTIONS FOR ITEM 2(REMUNERATION REPORT)
Item 2 is a resolution connected directly with the remuneration ofmembers of the key management personnel (KMP) of the Company.
The Corporations Act restricts KMP and their closely related parties
from voting on such resolutions. Closely related party is defined in
the Corporations Act and includes a spouse, dependant and certain
other close family members, as well as any companies controlled by amember of the KMP.
Any votes cast in any capacity (e.g. as a shareholder, proxy or
corporate representative) on the proposed resolution in item 2 byor 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 this itemby any other members of the KMP (and their closely related parties)
will also be disregarded.
However, the Company will not disregard the vote as a result of theserestrictions if it is cast:• as proxy for a person entitled to vote in accordance with adirection on the proxy form; or• by the Chairman of the Meeting as proxy for a person entitledto vote and the Chairman has received express authority to voteundirected proxies as the Chairman sees fit.
The Chairman of the Meeting intends to vote undirected proxies(where the Chairman has been appropriately authorised) in favourof item 2.

4 | 2017 ANNUAL GENERAL MEETINGVOTING RESTRICTIONS FOR ITEM 3(GRANT OF PERFORMANCE RIGHTS)
Item 3 is also a resolution connected directly with the remunerationof a member of the KMP (Mr Elliott).
In accordance with the ASX Listing Rules, any votes cast in any
capacity (e.g. as a shareholder, proxy or corporate representative)on the proposed resolution in item 3 by Mr Elliott and any other
Director who is eligible to participate in the ANZ Share Option Plan,
and any of their associates, will be disregarded. The Corporations Act
provides that Mr Elliott and his associates cannot cast a vote (in any
capacity) on item 3.
In addition, a vote cast as a proxy on item 3 by any other membersof the KMP and closely related parties of members of the KMP will
be disregarded.
However, the Company will not disregard the vote as a result of theserestrictions if it is cast:• as proxy for a person entitled to vote in accordance with adirection on the proxy form; or• by the Chairman of the Meeting as proxy for a person entitledto vote and the Chairman has received express authority to voteundirected proxies as the Chairman sees fit.
The Chairman of the Meeting intends to vote undirected proxies (where
the Chairman has been appropriately authorised) in favour of item 3.
If you do not wish the Chairman of the Meeting to vote in favour of
items 2 and/or 3 as your proxy, it is important that you complete thevoting directions in respect of those items in Step 2 of the Proxy Form.

VOTING RESTRICTIONS FOR ITEM 5(CPS3 CAPITAL REDUCTION)
Under the terms of CPS3, CPS3 holders cannot vote their CPS3 on item 5.
Additionally, a CPS3 holder (or their associate) who also holds theCompany’s ordinary shares cannot vote those ordinary shares in favourof item 5 but can vote those ordinary shares against that item. Under the
Corporations Act, any such votes which are cast in favour of that item
will be disregarded.

ASSOCIATESThe Voting Restrictions for items 3 and 5 apply to “associates” of
Mr Elliott and CPS3 holders respectively. The applicable definitionsof “associate” are set out in the Corporations Act. Shareholders whoare “associates” subject to the Voting Restrictions and who intend
to attend and cast a vote at the Meeting in person, should inform a
representative of the Company’s Share Registrar, Computershare,of that fact when they register at the Meeting.

QUESTIONS ON VOTING RESTRICTIONS
If shareholders (including nominees, custodians or fiduciaries)
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 Meeting(including voting at the Meeting), shareholders are those persons who
are the registered holders of the Company’s shares at 7:00pm (AEDT) on
Sunday 17 December 2017.
Holders of the Company’s ordinary shares may vote on all items ofbusiness, subject to the Voting Restrictions described above.
CPS3 holders are entitled to attend the Meeting but can only speakat the Meeting and vote on items of business in respect of any of theCompany’s ordinary shares they hold, subject to the Voting Restrictions
described above.

UNDIRECTED PROXIESThe Chairman of the Meeting intends to vote undirected proxies(where he has been appropriately authorised, having regard to the
Voting Restrictions above) in favour of each item of business.

VOTING BY PROXY
A shareholder who is entitled to attend and cast a vote at the
Meeting may appoint a proxy. A proxy need not be a shareholder.
A person can appoint an individual or a body corporate as a proxy.
If a body corporate is appointed as a proxy, it must ensure that it
appoints a corporate representative in accordance with section
250D of the Corporations Act to exercise its powers as proxy at
the Meeting.
A shareholder who is entitled to cast 2 or more votes may appoint
up to 2 proxies and may specify the proportion or number of votes
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 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 6ZZ
United Kingdom

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

Proxy appointments and any authorities under which they are
signed (or certified copies of those authorities) may be sent by fax tofacsimile number 1800 783 447 (within Australia) or (61 3) 9473 2555
(outside Australia).
Shareholders may also submit their proxy instructions electronically to
the Company’s Share Registrar by visiting www.investorvote.com.au,
and Intermediary Online subscribers only (custodians) should visit
www.intermediaryonline.com

2017 ANNUAL GENERAL MEETING | 5

NOTICE OF MEETING

To be effective, a proxy appointment and, if the proxy appointment
is signed by the shareholder’s attorney, the authority under which
the appointment is signed (or a certified copy of the authority)
must be received by the Company at least 48 hours before thecommencement of the Meeting.
For more information concerning the appointment of proxies andthe addresses to which Proxy Forms may be sent, please refer tothe Proxy Form.

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

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

Simon Pordage
Company Secretary
Melbourne
14 November 2017

EXPLANATORY NOTESITEM 1
ANNUAL REPORTS
A copy of the Company’s 2017 Annual Report, including the Financial
Report and the Reports of the Directors and of the Auditor for theyear ended 30 September 2017, can be found on the Company’s
website at anz.com/annualreport.
As a shareholder you may elect to receive by mail, free of charge, theCompany’s 2017 Annual Report (which includes detailed financial
statements and reports) or the 2017 Annual Review (a non-statutory
document covering key performance areas, financial information,
remuneration details and corporate responsibility). If you would likea hard copy of either document, please contact the Company’s Share
Registrar, Computershare.
The Company mails a copy of the Annual Report or the Annual
Review as applicable (when they are released each year) only tothose shareholders who have made an election to receive them.

ITEM 2ADOPTION OF THE REMUNERATION REPORTAs required by the Corporations Act, the Board presents the
Remuneration Report to shareholders for consideration andadoption by a non-binding vote. The Remuneration Report contains:•	information about Board policy for determining the nature
and amount of remuneration of the Company’s Directors
and most senior executives;•	a description of the relationship between the remuneration
policy and the Company’s performance; and•	remuneration details for key management personnel(including the Directors of the Company) for the period
ended 30 September 2017.
The Remuneration Report, which is part of the 2017 Annual Report,
can be found on the Company’s website at anz.com/annualreport
or can be obtained by contacting the Company’s Share Registrar,
Computershare.
Board Recommendation: The Board considers that the remuneration
policies adopted by the Company are appropriately structured
to provide rewards that are commensurate with the Company’s
performance and competitive with the external market. On this basis,the Board recommends that shareholders eligible to do so vote infavour of item 2.

6 | 2017 ANNUAL GENERAL MEETING• 75% will be measured against the Total Shareholder Return (TSR) of
the Select Financial Services comparator group (Tranche 1); andGrant value and calculation of the number of Performance
Rights to be granted
Using a face value allocation methodology, the number of
Performance Rights proposed to be granted to Mr Elliott will be
determined by dividing the face value of the grant (i.e. A$4,200,000)
by the Volume Weighted Average Price (VWAP) of the Company’s
ordinary shares traded on the ASX in the five trading days up to andincluding 22 November 2017, which is the start of the Performance
Period. The actual number of Performance Rights to be granted is
not known at this stage as it will depend on the VWAP at the start of
the Performance Period. Details of the actual number of Performance
Rights will be announced to the ASX and will also be advised toshareholders at the 2017 Annual General Meeting.

• 25% will be measured against Absolute Compound Annual Growth
Rate (CAGR) TSR (Tranche 2).

The grant value will be split into two tranches of Performance Rights(75% Tranche 1 and 25% Tranche 2).

At a glance:If, for example, the VWAP was A$29.00, then 108,620 Performance
Rights would be allocated to Mr Elliott for Tranche 1 and 36,206
Performance Rights for Tranche 2, summing to a total allocation of
144,826 Performance Rights.

ITEM 3
GRANT OF PERFORMANCE RIGHTS TO
MR SHAYNE ELLIOTTThe Company is asking shareholders to approve the proposed grantof Performance Rights to the Chief Executive Officer (CEO), Mr Shayne
Elliott, under the ANZ Share Option Plan on the terms and conditions
set out below.
For the 2017 grant, Long Term Variable Remuneration (LTVR) will
be delivered as two tranches of Performance Rights with forward
looking (three year) performance hurdles where:• Long Term Variable Remuneration (LTVR), in the form of
Performance Rights, with a current face value of A$4,200,000 at
full vesting (A$2,100,000 at threshold vesting) to be granted in two
tranches;• for Tranche 1, the performance condition is based on ANZ’s
TSR performance compared against a set comparator groupwith nil vesting below median, 50% vesting at median, andincreasing to 100% vesting at the 75th percentile of the relevant
comparator group;• for Tranche 2, the performance condition is based on ANZ’s
Absolute CAGR TSR performance against targets as set by the
Board, with nil vesting below 9.5%, 50% vesting at 9.5%, andincreasing to 100% vesting at 14.3%;• performance is assessed at the end of a 3 year Performance Period
for both tranches (with no re-testing).
In more detail:A Performance Right is a right to acquire an ordinary fully paid
share in the Company at nil cost (i.e. nil exercise price), subject tomeeting the applicable performance conditions. To the extent
the performance conditions are met, the relevant number of
Performance Rights will vest and become exercisable. Upon exercise,each Performance Right entitles Mr Elliott to one ANZ ordinary share
which will rank equally with shares in the same class (there will be an
exercise period ending 2 years after the vesting date). Mr Elliott is not
required to pay any amount on grant of the Performance Rights, noron their vesting and exercise. The Performance Rights form part of
Mr Elliott’s ‘at risk’ remuneration.
Performance Rights granted under the ANZ Share Option Plan do notcarry any dividend or voting rights until they vest and are exercised.

Performance conditions
Tranche 1
The Board has determined that the Performance Rights to be
granted to Mr Elliott (if approval is received) under Tranche 1 will
be subject to a TSR hurdle which ranks the TSR performance of theCompany with the TSR performance of the Select Financial Services
comparator group.
The Select Financial Services comparator group 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 and Westpac
Banking Corporation.
Broadly, TSR is the growth in share price, plus the value of thedividends and distributions on the relevant shares. The TSR ismeasured over a three year performance period starting on
22 November 2017 and ending on 21 November 2020 (Performance
Period). The proportion of the Tranche 1 Performance Rights thatwill become exercisable will depend on the Company’s TSR relative
to the TSR of the constituents in the Comparator Group at the end of
the Performance Period.
The level of performance required for each level of vesting, andthe percentage of Performance Rights that vest at each level of
performance, is set out in the table below. The Performance Rights
lapse if the applicable performance condition is not met. There is
no re-testing.

If approval is obtained, it is the intention of the Board that the
Performance Rights will be granted to Mr Elliott on 19 December
2017 (but, in any event, not more than 12 months after the date ofthis Annual General Meeting).

2017 ANNUAL GENERAL MEETING | 7

NOTICE OF MEETINGIF THE TSR OF THE COMPANYCOMPARED TO THE TSR OF
THE CONSTITUENTS OF THE
COMPARATOR GROUP:

THE PERCENTAGE OFPERFORMANCE RIGHTS
WHICH WILL VEST IS:

Does not reach the 50th percentile0%

Reaches or exceeds the50th percentile

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

Reaches or exceeds the75th percentile

100%

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

THE PERCENTAGE OFPERFORMANCE RIGHTS
WHICH WILL VEST IS:

Does not reach 9.5%0%Reaches 9.5%

50%

Exceeds 9.5% but does
not reach 14.3%

Progressive pro rata
vesting between
50% and 100%(on a straight line basis)

Reaches or exceeds 14.3%

100%

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

Treatment on termination of employment
If Mr Elliott:• resigns, all unexercised Performance Rights will lapse (whether or
not the Performance Rights have vested);• is terminated by the Company with notice, except as set out below,
in relation to “good leaver” termination, all unvested Performance
Rights as at full notice termination date will lapse;• is terminated by the Company for misconduct with notice in whichcase all unvested Performance Rights will lapse, or for serious
misconduct without notice in which case all unvested Performance
Rights and also vested and unexercised Performance Rights will
lapse, on cessation of employment; or• ceases employment in circumstances of death or total andpermanent disability, the performance conditions will be waived
and all unvested Performance Rights will be available anddelivered as shares.
In certain circumstances termination may be classified by the Board
as a “good leaver” termination. In such case, unless the Board
determines otherwise, the number of any unvested Performance
Rights held by Mr Elliott will be adjusted pro-rata for the period
from the date of grant to the full notice termination date (with theremainder of the Performance Rights, representing the proportionof the Performance Period from the full notice of termination dateto the end of the Performance Period, lapsing on cessation of
employment) and, where and to the extent the Board determines
the applicable performance condition is met, the relevant number of
Performance Rights will vest and become exercisable at the original
vesting date. On vesting, the Board may determine to deliver a cash
equivalent payment, rather than the Company’s ordinary shares.

Treatment on change of control
The Conditions of Grant set out the treatment of the Performance
Rights on a change of control. Where a change of control occurs,
which includes a person acquiring a relevant interest in at least 50%of the Company’s ordinary shares as a result of a takeover bid, orother similar event, the applicable performance conditions applying
to the Performance Rights will be tested and the Performance
Rights will vest based on the extent the performance conditions are
satisfied. No pro rata reduction in vesting will occur, and vesting will
only be determined by the extent to which the relevant performance
conditions are satisfied.
Any Performance Rights which vest based on satisfaction of theperformance conditions will vest at a time (being no later than
the final date on which the change of control event will occur)
determined by the Board.
Any Performance Rights which do not vest will lapse with effect fromthe date of the change of control event occurring, unless the Board
determines otherwise.

Other information
ANZ provides the following additional information in relation to the
proposed grant of Performance Rights to Mr Elliott.
The Chief Executive Officer (Mr Elliott) is the only Director entitledto participate in the ANZ Share Option Plan. No associate of any
Director is entitled to participate.

8 | 2017 ANNUAL GENERAL MEETINGMr Elliott was granted 150,482 Performance Rights on 16 December
2016 at no cost to him, as approved by shareholders at the 2016
Annual General Meeting.
There is no loan scheme in relation to the Performance Rights (or theshares underlying them).
On vesting of the Performance Rights, shares may be issued or
acquired on market, or the Board may determine to settle the
Performance Rights with a cash equivalent amount. Details of any
shares issued under the ANZ Share Option Plan will be published in
the Company’s annual report for the relevant period.
The Board retains discretion to reduce any equity grant made to
Mr Elliott (including reducing it to zero) if the Board considers suchan adjustment necessary to protect the financial soundness of ANZ,
to meet unexpected or unknown regulatory requirements or if theBoard subsequently considers that having regard to information
which has come to light after the grant of equity, the grant was
not justified.
Under section 200B of the Corporations Act, a company may only
give a person a benefit in connection with their ceasing to hold amanagerial or executive office in the company or a related body
corporate if it is approved by shareholders under section 200E oran exemption applies. Section 200B of the Corporations Act applies
to managerial or executive officers of the Company or any of its
subsidiaries, which includes Mr Elliott. The term “benefit” has a wide
operation and could include the early vesting of the Performance
Rights under the rules of the ANZ Share Option Plan.
Accordingly, shareholder approval is also sought for the purpose of
section 200E of the Corporations Act to allow the Company to deal
with the Performance Rights upon Mr Elliott ceasing employment
in accordance with the Conditions of Grant (see “Treatment ontermination of employment” above) including where to do so would
involve the giving of a “benefit” to Mr Elliott in connection with him
ceasing to hold a managerial or executive office. The approval issought in relation to the Performance Rights proposed to be granted
to Mr Elliott under item 3 in this Notice of Meeting.
The value of any benefit relating to the Performance Rights given inconnection with Mr Elliott ceasing to hold managerial or executive
office cannot presently be ascertained. However, matters, events andcircumstances that will, or are likely to, affect the calculation of thatvalue are:

A copy of the ANZ Share Option Plan rules is available on requestfrom the Company Secretary.
Board Recommendation: The Board considers that the proposed
granting of Performance Rights is appropriate and is in the bestinterests of the Company and its shareholders, as the grant
strengthens the alignment of Mr Elliott’s interests with shareholders,
and the Performance Rights provide a strong link between the
reward for Mr Elliott’s performance and total shareholder returns
over the next three year period.
The Board also considers that obtaining shareholder approval toallow the Company to deal with the Performance Rights upon
Mr Elliott ceasing employment in accordance with the Conditions ofGrant is appropriate and in the best interests of the Company and its
shareholders. It will provide the Company with the ability to ensure
its ongoing compliance with section 200B of the Corporations Act
and with the Conditions of Grant for the Performance Rights.
Accordingly, the Board (excluding Mr Elliott because of his interest)
recommends that shareholders eligible to do so vote in favour ofitem 3.

ITEM 4RE-ELECTION OF BOARD ENDORSED CANDIDATESThe Board endorsed candidates standing for re-election as Directors,
and their details, are set out below. They are each retiring inaccordance with the Company’s Constitution and offer themselves
for re-election.

ITEM 4(A)TO RE-ELECT MS I R ATLAS
Ms I R Atlas
BJURIS (HONS), LLB (HONS), LLM
Independent Non-Executive Director, appointed in September 2014.
Ms Atlas is Chair of the Human Resources Committee and is amember of the Audit Committee and Environment, Sustainability
and Governance Committee.

Career• the result of any prorating on cessation of employment;

Ms Atlas brings a strong financial services background and legal
experience to the Board. Ilana was a partner at law firm Mallesons
Stephen Jaques (now King & Wood Mallesons), where in addition to
her practice in corporate law, she held a number of management
roles in the firm including Executive Partner, People and Information,and Managing Partner. She also worked at Westpac for 10 years,
where her roles included Group Secretary and General Counsel andGroup Executive, People, where she was responsible for humanresources, corporate affairs and sustainability. Ilana has a strong
commitment to the community, in particular the arts and education.

• whether performance hurdles are waived or (if not waived) met,
and the number of Performance Rights that vest (which could be
all of the Performance Rights held by Mr Elliott); andRelevant Other Directorships
Chairman: Coca-Cola Amatil Limited (from 2017, Director from 2011)
and Jawun (from 2017, Director from 2014).

• the market price of ANZ shares on ASX on the date shares areprovided to Mr Elliott upon vesting of the Performance Rights.

Director: Westfield Corporation Limited (from 2014) and Human Rights
Law Centre Ltd (from 2012).

The rules of the ANZ Share Option Plan address the impact of rights
issues and bonus issues on the Performance Rights.

Member: Panel of Adara Partners (from 2015).

• the number of Performance Rights held by Mr Elliott prior to
cessation of employment;• the circumstances of or reasons for Mr Elliott’s cessation of
employment (see “Treatment on termination of employment” above);

Fellow: Senate of the University of Sydney (from 2015).

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Relevant Former Directorships held in last three years, include
Former Chairman: The Bell Shakespeare Company Limited(2010–2016, Director 2004–2016).

Former Director: Singapore Telecommunications Limited (2013–2015),
Investec Property Limited (2005–2014) and Infrastructure NSW(2011–2014).

Former Director: Treasury Corporation of New South Wales(2013–2017), Suncorp Group Limited (2011–2014), Suncorp-Metway
Limited (2011–2014), AAI Limited (2011–2014) and Scentre Group
Limited (previously known as Westfield Holdings Limited) (2011–2014).

Age: 64. Residence: Sydney
Board recommendation: The Board (excluding Mr Gonski because of
his interest) endorses the re-election of Mr Gonski as a Director.

Age: 63. Residence: Sydney

ITEM 4(C)TO RE-ELECT MR J T MACFARLANE

Board recommendation: The Board (excluding Ms Atlas because ofher interest) endorses the re-election of Ms Atlas as a Director.

Mr J T Macfarlane
BCOM, MCOM (HONS)

ITEM 4(B)
TO RE-ELECT MR D M GONSKI, AC

Independent Non-Executive Director, appointed in May 2014.

Mr D M Gonski, AC
BCOM, LLB, FAICD(LIFE), FCPA
Independent Non-Executive Director, appointed as a Director in
February 2014 and Chairman in May 2014.
Mr Gonski is Chairman of the Board and is an ex officio memberof all Board Committees including Chairman of the Environment,
Sustainability and Governance Committee.

Career
Mr Gonski started his career as a lawyer at Herbert Smith Freehills,
and is now one of Australia’s most respected business leaders andcompany directors. He has business experience in Australia andinternationally, and is involved in a broad range of organisations in
the government and education sectors. He is a leading philanthropist
and provides strong community leadership, particularly in relation toeducation in Australia.
Relevant Other Directorships
Chairman: The University of New South Wales Foundation Limited(from 2005, Director from 1999).
Director/Member: Lowy Institute for International Policy (from 2012),
Australian Philanthropic Services Limited (from 2012), ASIC External
Advisory Panel (from 2013) and Advisory Committee for Optus
Limited (from 2013).
Chancellor: University of New South Wales Council (from 2005).
President: Art Gallery of NSW Trust (from 2016).
Chair: Review to Achieve Education Excellence in Australian Schools
for the Commonwealth of Australia

Relevant Former Directorships held in last three years, include
Former Chairman: Coca-Cola Amatil Limited (2001–2017, Director
from 1997), Sydney Theatre Company Ltd (2010–2016), Guardiansof the Future Fund of Australia (2012–2014), Swiss Re Life & Health
Australia Limited (2011–2014), Investec Bank (Australia) Limited(2002–2014), Investec Holdings Australia Limited (2002–2014), Ingeus
Limited (2009–2014) and National E-Health Transition Authority Ltd(2008–2014).

10 | 2017 ANNUAL GENERAL MEETINGMr Macfarlane is a member of the Audit Committee, Risk Committee
and Digital Business and Technology Committee.

Career
Mr Macfarlane is one of Australia’s most experienced international
bankers having previously served as Executive Chairman of Deutsche
Bank Australia and New Zealand, and CEO of Deutsche Bank
Australia. Mr Macfarlane has also worked in the USA, Japan and PNG,
and brings to the Board a depth of banking experience in ANZ’s key
markets in Australia, New Zealand and the Asia Pacific.
He is committed to community health, and is a Director of
St Vincent’s Institute of Medical Research (from 2008) and the
Aikenhead Centre of Medical Discovery Limited (from 2016).

Relevant Other Directorships
Director: Craigs Investment Partners Limited (from 2013), Colmac
Group Pty Ltd (from 2014) and AGInvest Holdings Limited (MyFarm
Limited) (from 2014, Chairman 2014–2016).
Relevant Former Directorships held in last three years, include
Former Executive Chairman: Deutsche Bank AG, Australia and New
Zealand (2007–2014) and Chief Country Officer, Australia (2011–2014).
Former Director: Deutsche Australia Limited (2007–2014) and
Deutsche Securities Australia Limited (2011–2014).
Former Chief Executive Officer: Deutsche Australia Limited (2011–2014).
Former Member: Business Council of Australia (2011–2014).
Age: 57. Residence: Melbourne
Board recommendation: The Board (excluding Mr Macfarlane
because of his interest) endorses the re-election of Mr Macfarlane
as a Director.

ITEM 5APPROVAL OF THE SELECTIVE CAPITAL
REDUCTION RELATING TO THE ANZCONVERTIBLE PREFERENCE SHARES (CPS3)
The purpose of item 5 is to provide the Company with flexibility to
manage its capital. It gives the Company flexibility to repay the CPS3
that were issued on 28 September 2011.

What are the CPS3?
CPS3 are fully paid mandatorily convertible preference shares issued
by the Company. The CPS3 were issued primarily to retail investors inAustralia to raise regulatory capital. 13,400,000 CPS3 were issued at
an issue price of A$100 each, raising a total of A$1,340,000,000. The
amount raised has been used for the Company’s general corporate
purposes.
The CPS3 were issued under a prospectus dated 31 August 2011
which summarises the CPS3 (CPS3 Prospectus). You can obtain a freecopy of the CPS3 Prospectus by visiting the convertible preference
share section of the Company’s website at http://shareholder.anz.
com/convertible-preference-shares or by contacting ANZ Investor
Relations on (+61 3) 8654 7682.

How many CPS3 are currently on issue?
Only 5,728,859 CPS3 are currently on issue. In connection with theCompany’s offer of ANZ Capital Notes 5 made under a prospectus
dated 24 August 2017, 7,671,141 CPS3 were bought-back on-market
by the Company at their issue price of A$100 per CPS3 and cancelledin September 2017.
Why are we seeking shareholder approval?
The Board considers that the Company should have the flexibility
to repay the CPS3 at a future time. Under the CPS3 terms, therepayment can be accomplished via different mechanisms, including
by way of a selective capital reduction. Under the Corporations Act,any selective capital reduction in respect of the CPS3 needs theapproval of the Company’s shareholders.
Accordingly, approval is being sought for a selective capital
reduction in respect of the CPS3 under the capital reduction
scheme contained in the terms of the CPS3 and set out in the
CPS3 Prospectus (the Capital Reduction). APRA has approved
the repayment.
The Capital Reduction could be conducted and implemented on
1 March 2018 or 3 September 2018 for up to all of the CPS3 then on
issue. There are other methods the Company can use to repay the
CPS3, and obtaining shareholder approval for the Capital Reduction
would not mean those other methods will not be used either in placeof, or together with, the Capital Reduction.
If not repaid earlier, the CPS3 will mandatorily convert into ordinary
shares of the Company on the earlier of 1 September 2019 and thenext dividend payment date after 1 September 2019, on which thecertain conversion conditions are satisfied.

Will any Capital Reduction of the CPS3 take place?
No decision has been made whether to undertake the Capital
Reduction or when any Capital Reduction might occur.
The Board will only decide to undertake the Capital Reduction orotherwise repay the CPS3, if it considers it:• is in the best interests of the Company;• is fair and reasonable to the Company’s shareholders as a whole;and• does not materially prejudice the Company’s ability to pay
its creditors.

What is the purpose of these Explanatory Notes?
These Explanatory Notes state all information known to theCompany that is material to the decision on how to vote on item 5.
(a) Summary of the Capital Reduction
If the Company decides to undertake the Capital Reduction in
respect of all of the CPS3, the Company expects that it would pay
to a holder of CPS3 A$100.00 for each CPS3 they hold.
(b) Interests of Directors
No Director has an interest in any CPS3.
(c) The financial effect of the Capital Reduction on the Company
The Capital Reduction would have the effect of reducing theCompany’s September 2017 tier 1 and total capital by A$572,885,900
or approximately 0.15%. Capital ratios are expected to remain
significantly above management’s minimum capital ratios.
(d) Source of funds for the Capital Reduction
The Company has significant cash reserves and other funding
alternatives that could be used to fund the Capital Reduction. The
Directors would, at the relevant time, consider the best alternative or
combination of alternatives for funding any Capital Reduction.
(e) Effect of the Capital Reduction on the control of the Company
Each CPS3 entitles a Holder to limited voting rights. Given theselimited voting rights and the nature of the CPS3, the Board considers
that any Capital Reduction would have no effect on the control of
the Company.
(f) Identity of the affected shareholders
As at 30 September 2017, there were 8,632 registered holders of
CPS3. CPS3 are quoted on ASX and held by a variety of investors
predominantly based in Australia.
Board Recommendation: The Board considers that giving theCompany the ability to undertake the Capital Reduction is in theinterests of the Company as it provides the Company with greater
flexibility to implement its capital management strategy. On thisbasis, the Board recommends that shareholders eligible to do so votein favour of item 5.

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anz.com

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