ANZNOTICEOFMEETING2015 ANNUAL GENERAL MEETINGTABLE OF CONTENTS
Location of the Annual General Meeting

02

ANZ Shareholder Centre Website

03

2015 Annual Report and 2015 Shareholder Review

03

Annual General Meeting Agenda

04

How the Annual General Meeting will be conducted04

Notice of 2015 Annual General Meeting05

Explanatory Notes

09

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

NOTICE OF MEETINGLOCATION OF THE
ANNUAL GENER AL MEETING
THURSDAY, 17 DECEMBER 2015
10:00AM (ADEL AIDE TIME)
Adelaide Convention Centre, North Terrace
Adelaide, South Australia.

Festival Drive

Riverbank
Car Park

Festival
TheatreKing William Street

Morphett Street – Victoria Bridge

Festival Dr
Intercontinental
Hotel

ADELAIDE
CONVENTIONCENTRE

Adelaide
CasinoStation Rd

Riverside
OfficeParliament
House

North Terrace
North TCE Car Park

Tram LineADELAIDE
CONVENTIONCENTRE
INTERNALLAYOUT

Vehicle Access
Car Park
L1a
L1b

Taxi Rank

L2 L3
F

Entrance

G

L
West
Entrance

M
N

H
Main
EntranceOI

2 | 2015 ANNUAL GENERAL MEETINGJKTHE ADELAIDE CONVENTIONCENTRE (ACC)The Adelaide Convention Centre (ACC)
is located in the central business districtof Adelaide, South Australia.
The fully-equipped centre is close to
public transport hubs and just 15 minutes
by car from Adelaide Airport.

TRAVELLING BY PUBLIC TRANSPORT
Trams

Taxi

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 the Central Market. Further
information can be accessed at www.adelaidemetro.com.au

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

Suburban Rail

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 a week. The carparks are situated under the Convention Centre (Riverbank)and beneath the Exhibition Hall.

The main railway station is right next door to the Adelaide
Convention Centre and it provides access from Adelaide’s major
suburban centres. Further information can be accessed atwww.adelaidemetro.com.au

Car

ANZ SHAREHOLDER CENTRE WEBSITE
Our shareholder website has recently been updated to better serve our shareholders.
Shareholders are able to view information in the manner that best suits them. Documents
are available in various formats – view online, download or request a hard copy.

2015 ANNUAL REPORT AND 2015
SHAREHOLDER REVIEWThe Annual Report provides detailed financial data and information on the Group’s
performance as required to comply with applicable regulatory requirements. We also issue
a Shareholder 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.

2015 ANNUAL GENERAL MEETING | 3

NOTICE OF MEETINGANNUAL GENER AL MEETING AGENDA
THURSDAY, 17 DECEMBER 2015
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 executivesof ANZ for refreshments after the
Annual General Meeting
HOW BUSINESS WILL BE
CONDUCTED AT THE MEETING
The Annual General Meeting is an important event and
we encourage shareholders to actively participate.

Important information about the conduct of the Meetingis set out below.

•	shareholders should not ask questions at the Meeting that they
may have as an individual customer. These questions should
be taken up with the ANZ representatives after the Meeting.
Shareholders who are unable to attend the Meeting or who may
prefer to register questions in advance are invited to do so.
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.
A shareholder information stand will be available in the area
outside the Meeting room. In addition Directors and senior
executives will be available after the Meeting.

DISCUSSION AND
ASKING QUESTIONSWEBCAST AND PHOTOGRAPHY

Discussion will take place on all the resolutions that are put to themeeting – refer to pages 5 and 6 and the Explanatory Notes forfurther information relating to the items of business.

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.

Shareholders will have the opportunity to ask questions at theAnnual 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
the following guidelines:•	please keep questions as brief as possible and relevant to
the matters being discussed;•	if a shareholder has more than one question, please ask
all questions at the one time; and4 | 2015 ANNUAL GENERAL MEETING

We have arranged for photographs to be taken at the Meeting.
If you attend the Meeting in person, you may be included inphotographs or the webcast recording.
For the safety and security of all those present at the Meeting,cameras and recording devices are not permitted.
Upon entry to the Meeting room, you will be asked to present
your bag for a security search.

NOTICE OF 2015 ANNUAL GENER AL MEETING
Notice is given that the 47th Annual General Meeting of Australia and New Zealand
Banking Group Limited will be held at the Adelaide Convention Centre, North Terrace,
Adelaide, South Australia on Thursday, 17 December 2015 at 10:00am (Adelaide time).
BUSINESS

5. RE-ELECTION OF BOARD ENDORSED CANDIDATES

1. ANNUAL REPORTS(a) TO RE-ELECT MS P. J. DWYER

To consider the Annual Report, Financial Report and theReports of the Directors and of the Auditor for the year
ended 30 September 2015.

	Ms Dwyer is retiring in accordance with the Company’s Constitution
and, being eligible, offers herself for re-election as a Director.

2. ADOPTION OF THE REMUNERATION REPORT
To adopt the Remuneration Report for the year ended
30 September 2015.
The vote on this resolution is advisory only.

3. GRANT OF PERFORMANCE RIGHTSTO 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 other purposes,
approval is given for the Company to grant to the Company’s
incoming 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. APPROVAL OF BUY-BACK SCHEMESRELATING TO THE ANZ CONVERTIBLE
PREFERENCE SHARES (CPS2)(a) 	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 the First
Buy-Back Scheme relating to the buy-back of the “December
2009 CPS2” issued by the Company in December 2009, as
described in the Explanatory Notes to this Notice of Meeting.”(b)	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 theSecond Buy-Back Scheme relating to the buy-back of the“December 2009 CPS2” issued by the Company in December
2009, as described in the Explanatory Notes to this Noticeof Meeting.”(b) TO RE-ELECT MR LEE HSIEN YANG
	Mr Lee is retiring in accordance with the Company’s Constitution
and, being eligible, offers himself for re-election as a Director.

6. RESOLUTIONS REQUISITIONED BY A GROUP
OF SHAREHOLDERS
The following proposed resolutions have been requisitioned under
section 249N of the Corporations Act 2001 (Cth) (Corporations
Act) by a group of shareholders holding less than 0.01% of theCompany’s ordinary shares on issue. The resolutions are notendorsed by the Board.
(a)	To consider and, if thought fit, to pass the following resolution
as a special resolution:“To amend the constitution to insert at the end of Clause 5‘Powers of the board’ the following new sub-clause 5.4 “Thecompany in general meeting may by ordinary resolution
express an opinion or request information about the way inwhich a power of the company partially or exclusively vested in
the directors has been or should be exercised. However such aresolution must relate to an issue of material relevance to thecompany or the company’s business and cannot either advocate
action which would violate any law or relate to any personal
claim or grievance. Such a resolution is advisory only and does
not bind the directors or the company.””(b)	To consider and, if thought fit, to pass the following resolution
as an ordinary resolution:“That in order to address our interest in the longer term successof the Company, given the recognised risks and opportunities
associated with climate change, we as shareholders of theCompany: (a) request that the Board of Directors reportto shareholders by end-August 2016, at reasonable costand omitting proprietary information, their assessment of
our exposure to climate change risk and carbon intensive
businesses in our lending, investing, and financing activities(utilising whatever metrics the board finds most appropriate);and (b) express our view that it is in the best interests of ourcompany that, by end-August 2016 our board set public targets
and a timetable for reductions in the extent of that exposure.”

2015 ANNUAL GENERAL MEETING | 5

NOTICE OF MEETING

Note: For item 6(a) to be passed as a special resolution, at least
75% of the votes cast by shareholders entitled to vote on the
resolution must be in favour of the resolution. The Company
considers that item 6(b) can be considered by the Meeting only
if the special resolution in item 6(a) is passed. Accordingly, if item
6(a) is not passed, the Chairman of the Meeting will not put the
proposed resolution in item 6(b) to the Meeting.
The Board recommends that shareholders vote against items
6(a) and 6(b) for the reasons set out on pages 15 and 16 in the
Explanatory Notes to this Notice of Meeting. The Chairman of
the Meeting intends to vote undirected proxies against items
6(a) and (b).

VOTING RESTRICTIONSVOTING RESTRICTIONS FOR ITEM 2(REMUNERATION REPORT)
Item 2 is a resolution connected directly with the remunerationof members of the key management personnel (KMP) of theCompany. 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 a member of the KMP.
Any votes cast in any capacity (e.g. as a shareholder, proxy or
corporate representative) on the proposed resolution in item 2
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 thisitem by any other members of the KMP (and their closely relatedparties) will also be disregarded.
However, the Company will not disregard the vote as a resultof these restrictions if it is cast:•	as proxy for a person entitled to vote in accordance witha direction 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 tovote undirected 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.

6 | 2015 ANNUAL GENERAL MEETING

VOTING RESTRICTIONS FOR ITEM 3(GRANT OF PERFORMANCE RIGHTS)
Item 3 is also a resolution connected directly with the
remuneration of 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 Director
who is eligible to participate in the ANZ Share Option Plan, andany 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 resultof these restrictions if it is cast:•	as proxy for a person entitled to vote in accordance witha direction 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 tovote undirected 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 3.
If you do not wish to appoint the Chairman of the Meeting
to vote in favour of items 2 and/or 3, it is important that youcomplete the voting directions in respect of those items in
Step 2 of the Proxy Form.

VOTING RESTRICTIONS FOR ITEMS 4(a)AND 4(b) (CPS2)
Item 4(a) – First Buy-Back Scheme
The Corporations Act requires the Company to disregard any votes
cast in favour of item 4(a) by any person who holds “December
2009 CPS2” issued by the Company in December 2009 (CPS2)
or is an associate of a person who holds CPS2. Although theCompany must disregard any of these votes, holders of CPS2 (ortheir associates) can still vote against the resolution. This voting
restriction applies not only to the CPS2 held by any of those
persons but also to any other Company securities held by those
persons which are entitled to vote on the resolution.
Item 4(b) – Second Buy-Back Scheme
Under the terms of CPS2, holders of CPS2 do not have a right tovote on the buy-back scheme contained in the terms of thoseshares (which is the buy-back scheme contemplated by item 4(b)).
Accordingly, holders of CPS2 cannot vote their CPS2 on item 4(b).
The Corporations Act also requires the Company to disregard any
votes attaching to Company securities which are entitled to voteon the resolution and which are cast in favour of item 4(b) by any
person who holds CPS2 or is an associate of a person who holds
CPS2. Although the Company must disregard any of these votes,
CPS2 holders (or their associates) can still vote other Company
securities which are entitled to vote on the resolution (apart from
CPS2) against the resolution.
Exemption in relation to items 4(a) and 4(b)The Company has obtained an exemption from ASIC in relation
to voting on the buy-back schemes for the CPS2 which is relevant
for nominees and custodians who hold CPS2 (a Nominee) and
who also hold other Company securities as trustee for the benefitof a third party (Underlying Holder) who in turn is not a holderof CPS2 or an associate of a holder of CPS2 (Other Holding). The
exemption allows a Nominee to vote securities, other than CPS2, infavour of items 4(a) and 4(b) where the Nominee provides written
confirmation to the Company that: (1) the Underlying Holder has
provided written confirmation to the Nominee before the dateof the AGM that the Underlying Holder is not a holder of CPS2 oran associate of such a person; and (2) they have been directed
to vote in favour of the item by the Underlying Holder, and are
not exercising any discretion in casting the vote on behalf of theUnderlying Holder.

ASSOCIATESThe Voting Restrictions for some of the items of business describedabove apply to “associates” of shareholders (including holders of
CPS2). The applicable definitions of “associate” are set out in the
Corporations Act. Shareholders who are “associates” subject tothe Voting Restrictions and who intend to attend and cast a voteat the Meeting in person, should inform a representative of theCompany’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).

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 businessexcept items 6(a) and 6(b) (resolutions requisitioned by a group ofshareholders). The Chairman of the Meeting intends to vote any
undirected proxies against items 6(a) and 6(b).

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(Melbourne time) on Tuesday, 15 December 2015.
Holders of the Company’s ordinary shares may vote on all itemsof business, subject to the Voting Restrictions described above foritems 2, 3, 4(a) and 4(b).
Holders of the Company’s preference shares are entitled to attend
the Meeting and they are entitled to vote on items 4(a) and 4(b)subject to the Voting Restrictions described above. These holders
are not entitled to vote on any other item of business in theircapacity as holders of the Company’s preference shares.

Nominees who complete and return the Proxy Form distributedby the Company along with this Notice of Meeting for an “Other
Holding”, with a direction for their proxy to vote in favour of item
4(a) or 4(b), will be taken to have provided the Company withthe written confirmations described above, unless the Company
determines otherwise.

2015 ANNUAL GENERAL MEETING | 7

NOTICE OF MEETING

VOTING BY PROXYVOTING BY ATTORNEY

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 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 theaddresses listed above for the receipt of proxy appointments
at least 48 hours before the commencement of 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

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.

ANZ Share Registrar
GPO Box 242
Melbourne
Victoria 3001
Australia

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

By Order of the Board

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

New Zealand
ANZ Share Registrar
Private Bag 92119
Auckland 1142
New Zealand

John Priestley
Secretary
Melbourne
16 November 2015

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 the Company’s Share Registrar by visitingwww.investorvote.com.au, and Intermediary Online subscribers
only (custodians) should visit www.intermediaryonline.com
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.

8 | 2015 ANNUAL GENERAL MEETINGEXPL ANATORY NOTESITEM 1
ANNUAL REPORTS
A copy of the Company’s 2015 Annual Report, including the
Financial Report and the Reports of the Directors and of the
Auditor for the year ended 30 September 2015, can be foundon the Company’s website at anz.com/annualreport.

ITEM 3
GRANT OF PERFORMANCE RIGHTSTO MR SHAYNE ELLIOTTThe Company is asking shareholders to approve the proposed
grant of Performance Rights to the incoming Chief Executive
Officer, Mr Shayne Elliott, under the ANZ Share Option Planon the terms and conditions set out below.

As a shareholder you may elect to receive by mail, free of charge,
the Company’s 2015 Annual Report (which includes detailed
financial statements and reports) or the 2015 Shareholder Review(a non-statutory document covering key performance areas,
financial information, remuneration details and corporate
responsibility). If you would like a hard copy of either document,
please contact the Company’s Share Registrar, Computershare.

This year, ANZ conducted a comprehensive review of theCompany’s Long Term Variable Remuneration (LTVR) program
to ensure that it continues to be aligned with the Company’sbusiness strategy. The following key changes to the LTVR program
were approved by the Board in relation to grants proposed to bemade under the program for the 2015 grant and beyond:

The Company mails a copy of the Annual Report or the Shareholder
Review as applicable (when they are released each year) only tothose shareholders who have made an election to receive them.

•	the number of Performance Rights granted to Mr Elliott will be
determined using a face value allocation methodology (i.e. basedon ANZ’s share price);

ITEM 2ADOPTION OF THE REMUNERATION REPORT•	the Tranche 1 Comparator Group against which performance istested to determine the vesting of Tranche 1 Performance Rights
has been revised to include core local and global competitors;

As required by the Corporations Act, the Board presents the
Remuneration Report to shareholders for consideration andadoption by a non-binding vote. The Remuneration Reportcontains:•	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 2015.
The Remuneration Report, which is part of the 2015 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 theCompany’s performance and competitive with the external market.
On this basis, the Board recommends that shareholders eligible to
do so vote in favour of item 2.

•	an additional performance condition based on Absolute
Compound Annual Growth Rate (CAGR) Total Shareholder Return(TSR) has been added.
Grant of Performance Rights to Mr Elliott
At a glance:•	Long Term Variable Remuneration, in the form of Performance
Rights, with a face value of A$4,200,000 to be granted in threeequal tranches;• for Tranches 1 and 2, the performance condition is based on
ANZ’s TSR performance compared against a set comparatorgroup for each tranche with nil vesting below median, 50%
vesting at median, and increasing to 100% vesting at the 75th
percentile of the relevant comparator group;• for Tranche 3, the performance condition is based on ANZ’s
Absolute CAGR TSR performance against targets as set by
the Board, with nil vesting below 9%, 50% vesting at 9%,
and increasing to 100% vesting at 13.5%;• performance is assessed at the end of a 3 year Performance
Period for all tranches (with no re-testing).

2015 ANNUAL GENERAL MEETING | 9

NOTICE OF MEETING

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
to meeting 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 sameclass (there will be an exercise period ending 2 years after thevesting date). Mr Elliott is not required to pay any amount on grantof the Performance Rights, nor on 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
not carry any dividend or voting rights until they vest andare exercised.
If approval is obtained, it is the intention of the Board that the
Performance Rights will be granted to Mr Elliott on 17 December
2015 (but, in any event, not more than 12 months after the dateof this Annual General Meeting).
Grant 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
shares traded on the ASX in the five trading days up to andincluding 18 November 2015, 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 thestart of the Performance Period. Details of the actual numberof Performance Rights will be announced to the ASX and will also
be advised to shareholders at the 2015 Annual General Meeting.
The grant value will be split into three equal tranches of
Performance Rights (Tranche 1, Tranche 2 and Tranche 3).
If, for example, the VWAP was A$28.00, then 50,000 Performance
Rights would be allocated to Mr Elliott for each Tranche, summing
to a total allocation of 150,000 Performance Rights.
Performance conditions
Tranche 1 and Tranche 2
The Board has determined that the Performance Rights to be
granted to Mr Elliott (if approval is received) under Tranche 1
and Tranche 2 will be subject to a TSR hurdle which ranks the
TSR performance of the Company with the TSR performanceof two separate comparator groups.
The Tranche 1 Comparator Group will be a select group of financial
services companies which includes the Commonwealth Bank
of Australia, National Australia Bank Limited, Westpac Banking
Corporation, Bendigo and Adelaide Bank Limited, Bank ofQueensland Limited, Suncorp Group Limited, Macquarie Group
Limited, DBS Bank Limited and Standard Chartered PLC.

10 | 2015 ANNUAL GENERAL MEETINGThe Tranche 2 Comparator Group will be the companies making
up the S&P/ASX 50 Index as at the commencement of the
Performance Period (18 November 2015).
Broadly, TSR is the growth in share price, plus the value of thedividends and distributions on the relevant shares. The TSR
is measured over a three year performance period starting on
18 November 2015 and ending on 17 November 2018 (Performance
Period). The proportion of the Tranche 1 and Tranche 2
Performance Rights that will become exercisable will dependon the Company’s TSR relative to the TSR of the constituents ineach 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
under each tranche lapse if the applicable performance condition
is not met. There is no re-testing.
IF THE TSR OF THE COMPANYCOMPARED TO THE TSR
OF THE CONSTITUENTS
OF THE RELEVANT
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 the 75th
percentile

100%

Tranche 3
The Board has determined that the Performance Rights to be
granted to Mr Elliott (if approval is received) under Tranche 3
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 and Tranche 2. The
proportion of the Tranche 3 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,and the percentage of Performance Rights that vest at each levelof 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 isneither advantaged nor disadvantaged by matters outsidemanagement’s control that materially affect achievement of
the Absolute CAGR TSR performance condition.

IF THE ABSOLUTE CAGRTSR OF THE COMPANY:

THE PERCENTAGE OFPERFORMANCE RIGHTS
WHICH WILL VEST IS:

Does not reach 9%0%

Reaches 9%50%

Exceeds 9% but does
not reach 13.5%

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

Reaches or exceeds 13.5%

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 Performance Rights will lapse (whether or not the
Performance Rights have vested);• is terminated by the Company with notice, except as set
out below, all unvested Performance Rights as at full noticetermination date will be forfeited;• is terminated by the Company without notice, all unexercised
Performance Rights will lapse (whether or not the Performance
Rights have vested); 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 where termination is classified as a“good leaver”, then, unless the Board determines otherwise, any
unvested Performance Rights will be pro-rated for the period
from the date of grant to the full notice termination date andwhere the applicable performance condition is met will be released
at the original vesting date. On vesting, the Board may determine
to deliver a cash equivalent payment, rather than ANZ 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 takeoverbid, or other similar event, the applicable performance conditions
applying to the Performance Rights will be tested and the
Performance Rights will vest based on the extent the performance
conditions are satisfied. No pro rata reduction in vesting will occur

based on the period of time from the date of grant to the dateof the change of control event occurring, 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 effectfrom the date of the change of control event occurring, unless theBoard determines otherwise.
Other information
ANZ provides the following additional information in relation
to the proposed grant of Performance Rights to Mr Elliott.
The current Chief Executive Officer (Mr Smith) is the only Director
entitled to participate in the ANZ Share Option Plan. Upon Mr Elliottcommencing as Chief Executive Officer and as a Director on
1 January 2016, he will be the only Director entitled to participate
in the ANZ Share Option Plan. No associate of any Director isentitled to participate.
The last Director who received Performance Rights under the
ANZ Share Option Plan was Mr Smith who was granted 229,272
Performance Rights on 18 December 2014 at no cost, as approvedby shareholders at the 2014 Annual General Meeting.
There is no loan scheme in relation to the Performance Rights(or the shares 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 publishedin 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 the Board 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 holda managerial or executive office in the company or a related body
corporate if it is approved by shareholders or an exemption applies.
Section 200B of the Corporations Act applies to managerial or
executive officers of the Company or any of its subsidiaries, which
includes Mr Elliott. The term “benefit” has a wide operation andcould 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 purposeof section 200E of the Corporations Act to allow the Company

2015 ANNUAL GENERAL MEETING | 11

NOTICE OF MEETING

to deal with the Performance Rights upon Mr Elliott ceasing
employment in accordance with the Conditions of Grant (see“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 a managerial or executive
office. The approval is sought in relation to the Performance Rights
proposed to be granted to Mr Elliott under item 3 in this Noticeof Meeting and also in relation to the 241,020 Performance Rightsthat Mr Elliott currently holds. These Performance Rights werepreviously granted to Mr Elliott under the ANZ Share Option Plan
in 2012, 2013 and 2014. The description under the heading“Treatment on termination of employment” above describes thetreatment that may apply to the Performance Rights granted to
Mr Elliott in previous years if he was to cease employment before
the applicable vesting date of those Performance Rights.
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, eventsand circumstances that will, or are likely to, affect the calculationof that value include:• the number of Performance Rights held by Mr Elliott prior to
cessation of employment;• the number of Performance Rights that vest (which could be
all of the Performance Rights held by Mr Elliott); and• the market price of ANZ shares on ASX on the date shares areprovided to Mr Elliott upon vesting of the Performance Rights.
The rules of the ANZ Share Option Plan address the impact of rights
issues and bonus issues on the Performance Rights.
A copy of the ANZ Share Option Plan rules is available on requestfrom the Company Secretary.
Board Recommendation: The Board considers that the proposed
granting of Performance Rights is appropriate and is in thebest interests of the Company and its shareholders, as the
grant strengthens the alignment of Mr Elliott’s interests withshareholders, and the Performance Rights provide a stronglink 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
to allow the Company to deal with the Performance Rights
upon Mr Elliott ceasing employment in accordance with theConditions of Grant is appropriate and in the best interests of theCompany and its shareholders. It will provide the Company withthe ability to ensure its ongoing compliance with section 200Bof the Corporations Act and with the Conditions of Grant for the
Performance Rights.
Accordingly, the Board recommends that shareholders eligible
to do so vote in favour of item 3.

ITEMS 4(a) AND 4(b)APPROVAL OF BUY-BACK SCHEMES RELATING
TO THE ANZ CONVERTIBLE PREFERENCESHARES (CPS2)
The purpose of items 4(a) and 4(b) is to provide the Company withmaximum flexibility as to how it manages its capital. In particular, it
gives the Company flexibility to repay the CPS2 that were issued on
17 December 2009 if the Company decided to repay those shares.
What are the CPS2?
CPS2 are fully paid mandatorily convertible preference sharesissued by ANZ. The CPS2 were primarily offered to retail investors
in Australia to raise regulatory capital. 19,687,224 CPS2 were issued
at an issue price of A$100 each, raising a total of A$1,968,722,400.
The amount raised has been used for the Company’s general
corporate purposes.
The CPS2 were issued under a prospectus dated 18 November
2009 which summarises the CPS2 (CPS2 Prospectus). You canobtain a free copy of the CPS2 Prospectus by contacting ANZ
Investor Relations on (61 3) 8654 7682 or by visiting the convertible
preference share section of the Company’s website at http://www.
shareholder.anz.com/pages/convertible-preference-shares#cps2.
Why are we seeking shareholder approval?
The Board considers that the Company should have the flexibility
to repay the CPS2 at a future time. One way to repay the CPS2 is
to buy back those shares and there are different types of buy-backthat could be used.
Under the Corporations Act, any off-market buy-back of CPS2
needs the approval of the Company’s shareholders.
Approval is being sought now so that the Company does not needto convene an extraordinary general meeting if it later decides torepay the CPS2.
Approval is being sought for two categories of buy-back that could
be used:•	a buy-back of the CPS2 outside of the terms of the CPS2 butotherwise in accordance with the Corporations Act (the First
Buy-Back Scheme); and•	a buy-back of the CPS2 under the buy-back scheme containedin the terms of the CPS2 and set out in the CPS2 Prospectus (theSecond Buy-Back Scheme).
One or both of these buy-backs could be used and implemented at
different times and could be for up to all of the CPS2 then on issue.
In addition, there are other methods the Company can use to repay
the CPS2. If the Company decides to repay the CPS2, shareholder
approval of the buy-back schemes would not mean those othermethods will not be used either in place of, or together with, thebuy-back schemes.
Any decision to repay the CPS2 needs APRA’s prior written approval.
Under the terms of the CPS2, if not repaid earlier, the shares will
mandatorily convert into ordinary shares of the Company on the

12 | 2015 ANNUAL GENERAL MEETING

first conversion date on which certain conversion conditions are
satisfied. The first conversion date is 15 December 2016 and if
the conversion conditions are not met on this date, the CPS2 will
convert on the first dividend payment date after 15 December 2016
on which the conversion conditions are satisfied (Conversion Date).

(b) Summary of the Second Buy-Back Scheme

Will any buy-back of the CPS2 take place?

• if the Board determines in its absolute discretion, an amountequal to any unpaid dividend for the current period.

No decision has been made by the Board whether to repay the
CPS2 and accordingly no decision has been made whether to buyback the CPS2 or when any such buy-back might occur.
The Board will only decide to repay the CPS2 and, if so, to do thatusing any of the buy-back schemes approved at this Meeting,
if it considers it is in the best interests of the Company.
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 items
4(a) and 4(b).

If the Company decides to repay the CPS2 under the buy-backscheme contained in the terms of these shares, the Company
must pay to the Holders for each CPS2 an amount equal to:• A$100; plus(c) Interests of Directors
No Director has an interest in any CPS2, other than Mr Ian
Macfarlane who has an indirect interest in 1,000 CPS2.
(d) The financial effect of the buy-back schemeson the Company(i) First Buy-Back Scheme(a) Summary of the First Buy-Back Scheme

Under the First Buy-Back Scheme, the buy-back of each CPS2
requires a payment by the Company of A$100 plus any Accrued
Dividend and, where the CPS2 are bought back from Holders
and not from the Nominated Purchaser, any Additional Payment.

The Company may buy back all or part of the CPS2 from time totime with the agreement of the then holder or holders (Holders)
under a buy-back scheme conducted outside the terms of the
CPS2 at a maximum price as set out below.

In addition, where the CPS2 are bought back from theNominated Purchaser, the Company will need to pay any
fees and expenses that the Company has agreed to pay
the Nominated Purchaser (Fees).

(i) where the buy-back is not from a “Nominated Purchaser”(as defined below)

Accordingly, under the First Buy-Back Scheme, the costof buying back all of the CPS2 would not exceed
A$1,968,722,400 plus:

The Company would pay to the Holders for each CPS2
an amount equal to:• A$100; plus•	any accrued and unpaid dividends on the share(Accrued Dividend); plus•	an amount (if any) determined by the Company representing
its estimate of the loss of the dividend that would havebeen received on the CPS2 for the period on and fromthe completion of the buy-back until the expected next
Conversion Date (Additional Payment).
(ii) where the buy-back is from a “Nominated Purchaser”
The CPS2 terms enable the Company in certain circumstances
to direct Holders to transfer their CPS2 to a third party, so longas (among other conditions specified in the CPS2 terms) thethird party meets specified long term counterparty credit rating
benchmarks (Nominated Purchaser).
If this occurs, Holders will be paid A$100 per CPS2 that they are
required to transfer. In addition, if the Board determines in its
absolute discretion, the Company will pay Holders an amountequal to any unpaid dividend for the current period.
Following the transfer of the CPS2 to the Nominated Purchaser,if agreed by APRA, the Company may offer to buy back the CPS2
from the Nominated Purchaser. In these circumstances, theCompany would pay the Nominated Purchaser for each CPS2
an amount equal to:• A$100; plus•	if the CPS2 are being bought back from Holders and notfrom the Nominated Purchaser, the amount of any Accrued
Dividend and any Additional Payment; or•	if the CPS2 are being bought back from the NominatedPurchaser, the amount of any Accrued Dividend and any Fees.
(ii) Second Buy-Back Scheme
Under the Second Buy-Back Scheme, the buy-back of each
CPS2 requires a payment by the Company of A$100 (plus, if theBoard determines in its absolute discretion, an amount equal
to any unpaid dividend for the current period).
Under the Second Buy-Back Scheme, the cost of buying backall of the CPS2 would not exceed A$1,968,722,400 plus anamount equal to the unpaid dividends for the current period(if the Board determines to pay that amount to Holders).
The Company will not buy back the CPS2 if it would have a material
adverse impact on the Company’s financial or regulatory capital
position or would materially prejudice the Company’s ability to
pay its creditors.
(e) Source of funds for the buy-back schemes
The Company has significant cash reserves and other funding
alternatives that could be used to pay for the buy-back of the
CPS2. The Directors would, at the relevant time, consider thebest alternative or combination of alternatives for funding
any buy-back.

• any Accrued Dividend.
2015 ANNUAL GENERAL MEETING | 13

NOTICE OF MEETING(f) Effect of buy-back schemes on the control of the Company
Each CPS2 entitles a Holder to limited voting rights. Given theselimited voting rights and the nature of the CPS2, the Board
considers that any buy-back would have no effect on the controlof the Company.
(g) Identity of the affected shareholders
As at 30 September 2015, there were 30,801 registered holders of
CPS2. CPS2 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 buy back the CPS2 is in the interests of
the Company as it provides the Company with greater flexibility
to implement its capital management strategy. On this basis, theBoard recommends that shareholders eligible to do so vote infavour of items 4(a) and 4(b).

ITEM 5RE-ELECTION OF BOARD ENDORSED CANDIDATESThe Board endorsed candidates standing for re-election as
Directors, and their details, are set out below. Ms Dwyer and
Mr Lee are retiring in accordance with the Company’s Constitution
and offer themselves for re-election.
In considering whether to endorse the re-election of Ms Dwyer and
Mr Lee at the 2015 Annual General Meeting, the Board undertook
the assessment process as described in the Corporate GovernanceStatement which can be found on the Company’s website athttps://www.shareholder.anz.com/our-company/corporategovernance.

ITEM 5(a)TO RE-ELECT MS P. J. DWYER
Ms Dwyer
Ms P. J. Dwyer
BCom, FCA, SF FIN, FAICD
Independent Non-Executive Director, appointed as a Director
in April 2012.
Ms Dwyer is the Chairman of the Audit Committee and a memberof the Risk Committee and Human Resources Committee. She is the
Chairman of Tabcorp Holdings Limited, Healthscope Limited, andthe Kin Group Advisory Board. Ms Dwyer is also a Director of Lion
Pty Ltd, and a member of the Kirin International Advisory Boardand the ASIC External Advisory Panel.
Ms Dwyer is a former Deputy Chairman of Leighton Holdings
Limited and the Baker IDI Heart and Diabetes Institute, a former
Director of Suncorp Group Limited, Promina Limited and Foster’sGroup Limited, and a former member of the John Holland Group
Advisory Board and the Australian Government Takeovers Panel.
Lives in Melbourne. Age: 55.

14 | 2015 ANNUAL GENERAL MEETING

Ms Dwyer is an established Non-Executive Director with extensive
financial services experience and a strong accounting background,and has previously held executive roles in the investment
management, corporate finance and accounting industries.
Ms Dwyer has specifically confirmed to ANZ that she will havesufficient time to fulfil her responsibilities as a Director if re-elected.
Board Recommendation: The Board (excluding Ms Dwyer becauseof her interest) endorses the re-election of Ms Dwyer as a Director.

ITEM 5(b)TO RE-ELECT MR LEE HSIEN YANG
Mr LeeMr Lee Hsien Yang
MSc, BA
Independent Non-Executive Director, appointed as a Director in
February 2009.
Mr Lee is the Chairman of the Technology Committee and amember of the Risk Committee and Human Resources Committee.
He is the Chairman of The Islamic Bank of Asia Limited, the Civil
Aviation Authority of Singapore, and General Atlantic Singapore
Fund Pte Ltd. Mr Lee is a Director of the Singapore Exchange
Limited, General Atlantic Singapore Fund FII Pte Ltd, and RollsRoyce Holdings plc. Mr Lee is also a member of the Governing
Board of the Lee Kuan Yew School of Public Policy, a special adviser
to General Atlantic, a consultant to the Capital International Inc
Advisory Board and President of the INSEAD South East Asia
Council.
Mr Lee is a former Chairman of Fraser & Neave, Limited and Asia
Pacific Investments Pte Ltd, a former member of the Rolls-Royce
International Advisory Council, and a former Chief Executive Officerof Singapore Telecommunications Limited.
Lives in Singapore. Age: 58.
Mr Lee has considerable knowledge of and operating experiencein Asia. He has a background in engineering and brings to theBoard his international business and management experience
across a wide range of sectors including telecommunications,food and beverages, property, publishing and printing, financial
services, education, civil aviation and land transport.
Mr Lee has specifically confirmed to ANZ that he will have sufficient
time to fulfil his responsibilities as a Director if re-elected.
Board Recommendation: The Board (excluding Mr Lee becauseof his interest) endorses the re-election of Mr Lee as a Director.

ITEMS 6(a) AND 6(b)RESOLUTIONS REQUISITIONED BY
A GROUP OF SHAREHOLDERS(NON-BOARD ENDORSED ITEMS)
A group of shareholders holding less than 0.01% of the Company’s
ordinary shares on issue has proposed resolutions under section
249N of the Corporations Act. ANZ has included those proposed
resolutions as items 6(a) and 6(b) in this Notice of Meeting.

The same group of shareholders has also requested the Company,
under section 249P of the Corporations Act, to provide a statement
to shareholders.
By publishing the statement, the Company does not make any
representations as to its truth or accuracy and disclaims any liability
for its contents.
The statement is as follows:“This statement is provided to all ANZ shareholders at the requestof the Australasian Centre for Corporate Responsibility and othersupportive shareholders.
It deals with the wording of the Constitution and the content of
the Annual Report.
In the US, the UK, Canada and New Zealand shareholders have a clear
capacity to either direct their company’s board or formally express aview at the AGM on matters of policy, for example the response of theircompany to high level risks such as those posed by global warming.
At present, shareholders in ANZ do not. The Australasian Centre for
Corporate Responsibility has lead filed a resolution to amend the
ANZ Constitution so as to put ANZ shareholders in a similar situation
to shareholders in the other major Anglophone countries.
Currently, in aggregate, fossil fuel companies are estimating with 90%
certainty that they will be able to extract freely (for subsequent saleand combustion) over three times more carbon than is compatible with
the internationally agreed ceiling - the ‘unburnable carbon bubble’.
As this bubble bursts it is likely reserves and other fossil fuel specificassets will become stranded, ie written down in value prior to theend of their economic life.
All banks contribute to climate change through their ‘financed emissions’,
which are the emissions induced by a bank’s debt and equity investments
in companies that themselves emit greenhouse gases (for example, fossil
fuel power generators) and companies whose products and services
result in greenhouse gas emissions (for example, thermal coal miners).
A bank’s financed emissions typically dwarf its own operational climate
impacts and expose it to risk of loan default, share value write down
as well as legal, reputational and regulatory risks 1. Our bank currently
reports its own operational emissions but not its financed emissions.
Last year shareholders considered a resolution to amend our
Constitution to require disclosure by the board of our ‘financed
emissions’. The board recommended shareholders vote against
the resolution on the basis that such disclosure would not “provide
shareholders with a meaningful understanding of the company’s
Carbon risk management or exposure.” However, the board did
provide shareholders with enhanced disclosure on this issue and also
committed to participate in industry initiatives to develop improved
disclosure metrics in future. Our Chairman argued “our bank wascommitted to playing its part in helping to cut emissions.”
The enhanced disclosure confirmed previous third party claims thatour bank was the most exposed of the top four Australian banks tocarbon risk resulting from on balance sheet lending.2

1. See http://www.accr.org.au/bigbankreport.

It would be consistent with the commitments made at the AGM lastyear that the board would support the advisory motion tabled thisyear. It requests the improved disclosure (which our Chair committed todevelop in December 2014) is provided to shareholders by August 2016using whatever metrics the board views as most appropriate. It also
provides an opportunity for shareholders to express support for theview that a useful framework for our bank to publicly demonstrate its
commitment to playing its part to help cut emissions - so as to protect
shareholders investment – would be to publicly set targets and atimetable for reduced carbon risk exposure.
This statement is provided to all ANZ shareholders at the request of theAustralasian Centre for Corporate Responsibility and other supportive
shareholders”
Reasons why the Board recommends that shareholders voteagainst item 6(a)The Board recommends that shareholders vote against the
proposed special resolution to amend the Company’s Constitution
as it does not consider the proposed change to be in the bestinterests of the Company and its shareholders.
The Board considers that the proposal to insert a new rule 5.4 into
the Company’s Constitution gives rise to a number of difficulties
and uncertainties.
As the power to manage the Company’s business is vested in the
Directors, it is important that they be able to exercise this power as
they see fit and be solely accountable for doing so. It would lead toconfusion, and impede the ability of the Directors to oversee andmanage the Company’s business in the interests of the Company as
a whole, if the Constitution gave shareholders the power to express
an opinion, by formal resolution, as to how the power to manage
the business ought to be exercised by the Directors.
Shareholders have a legitimate interest in the decisions made by
the Board, but if shareholders could interfere in the managementof the business by the Board, even by expressing non-binding
opinions through formal resolutions, it would lead to sharedaccountability for decisions and, consequently, poor administrationand governance. If shareholders disapprove of actions taken by the
Directors, they can refuse to re-elect them or remove them fromoffice by ordinary resolution.
In addition, in respect of the particular wording of the proposed
amendment, the Board believes that considerable uncertainty
would arise as to how the Board would practically comply with theproposed new rule. For example:• there are likely to be differing views as to whether a particularissue is of “material relevance to the company or the company’sbusiness” and therefore whether the issue is within the scopeof the proposed new rule; and• it may be difficult to assess whether any particular advisory
resolution proposed under the new rule would “advocate action
which would violate any law or relate to any personal claim or
grievance” and therefore be impermissible under the proposed
new rule.

2. See www.accr.org/banks/bigbankupdate.

2015 ANNUAL GENERAL MEETING | 15

NOTICE OF MEETING

The Board also notes that shareholders are able, and have the right,
to ask questions about or make comments on the managementof the Company at any time including at, but certainly not limited
to, its annual general meetings. For those unable to attend theannual general meeting, the Company provides a facility forshareholders to submit questions in advance of the annual general
meeting and the Chairman and Chief Executive Officer endeavour
to address at the meeting the key themes raised.
Reasons why the Board recommends that shareholders voteagainst item 6(b)The Board also recommends that shareholders vote against item
6(b) as the Board considers it to be unnecessary and not in thebest interests of the Company and its shareholders. The Company
already provides detailed disclosure of its assessment of its
exposure to climate change risk and its approach to managing thatrisk including ANZ’s relevant policies and public targets.
The Company is subject to significant regulatory requirements forreporting lending exposures, including for example the quarterly
APS330 disclosures required by APRA. In addition to reporting
against these requirements, the Company provides extensive
disclosures bi-annually including a more detailed breakdown of
the Company’s credit exposure at default to specific sectors suchas coal and oil and gas (see pages 58 and 60 of the Company’s 2015
Half Year Results Presentation https://www.shareholder.anz.com/
pages/2015-announcement-interim-results).
In addition, the Company continues to report on the assessedcarbon emissions arising from its project finance exposure to
the energy sector in domestic and international markets. The
Company supports the development of globally accepted industry
standards for reporting of financed emissions in relevant industry
sectors. As part of this support, the Company is participating in
an international process led by the United Nations Environment
Program to identify such a standard.
The Company has public targets and policies in place to support
the transition to a low carbon economy. The Company factors
climate change risks into customer evaluations, including in theenergy and extractive industries, and also has individual entity,
sectoral and country limits that help to manage its credit risks.
The Company has exceeded its target to increase the proportion oflower-carbon (gas and renewables) power generation lending in its
Project Finance business by 15-20% by 2020 (against a 2011 baseline).
This has recently been achieved with gas and renewables at 81.5%
as at 30 September 2015, up from the 2011 baseline of 59%.

16 | 2015 ANNUAL GENERAL MEETINGThe Company’s Climate Change Statement (http://www.anz.com.
au/about-us/corporate-responsibility/environment/approach/)confirms the Company’s support for international agreement tolimit the average global temperature rise to no more than 2°C
above pre-industrial levels and sets out actions in support of thisgoal. This includes a target to fund and facilitate A$10 billion over
five years for customers’ activities supporting practical measuresthat reduce emissions while promoting economic growth. Thistarget supports greenhouse gas emissions reductions across a
range of sectors – not purely power generation – as ANZ is taking
a portfolio approach and re-balancing towards less emissions
intensive activities. These measures include increased energy
efficiency in industry, low emissions transport, green buildings,
reforestation, renewable energy and battery storage, emerging
technologies (such as carbon capture and storage) and climatechange adaptation measures. In addition to this commitment,a recent review of the Company’s Energy and Extractives Policies
has resulted in a further strengthening of the Company’s standards
in lending to coal customers.
The Company’s approach to the identification and managementof material social, environmental and economic sustainability risks
and opportunities, including those related to climate change,is reported annually. Both the Annual Report and the Corporate
Sustainability Review inform stakeholders of the Company’s
approach to managing its most material sustainability issues, inaddition to its progress against sustainability strategy and targets.
The Company’s Corporate Sustainability Review is available on the
Company’s website. The Company has participated in the Carbon
Disclosure Project (CDP) climate change program since 2006.
CDP provides a global system to measure, manage and disclose
GHG emissions and climate change data. The Company achieveda disclosure score of 98 out of 100 for its 2014 CDP submission,
placing it in the Leaders index for the financial sector.
For the reasons outlined above, the Board believes the Company’s
current approach in relation to climate change risk reporting andtarget setting is appropriate and is in line with the commitments
made previously by ANZ’s Chairman.
Board Recommendation: Having regard to the matters set out
above, the Board does not consider the proposed resolutions
to be in the best interests of the Company and its shareholders.
Therefore the Board recommends that shareholders voteagainst items 6(a) and 6(b).