ANZ
Notice ofMeeting2010 Annual General Meeting

TABLE OF CONTENTS
02// Location of the Annual General Meeting03// Annual General Meeting Agenda03// How the Annual General Meeting will
be conducted04// Notice of 2010 Annual General Meeting04// ANZ Investor Centre Website04// 2010 Annual Report and 2010 ANZ Shareholder
and Corporate Responsibility Review

04// Items of Business05// Explanatory Notes

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

nOtiCe OF MeetinG

LocAtioN of tHe
ANNUAL geNeRAL
MeetiNg
Friday 17 december 2010 –10:00 am (Adelaide time)
Adelaide Convention Centre
north terrace
Adelaide, South Australia.

Plac
e
r
Palme

Kerm

the AdelAIde CoNveNtIoN CeNtre (ACC)
is located in the central business district ofAdelaide, south Australia. the fully-equipped

centre is close to public transport hubs andjust 15 minutes by car from Adelaide Airport.

W
ar

trANsport optIoNs
trAMs

Glov
er A
ve

ADELAIDE
CONVENTIONCENTRE

ria

Driv
e

North Terrace

North Terrace

Hindley Street

Rundle Mall

Currie Street

Grenfell Street

Franklin Street
Grote Street
Gouger Street

Hindmarsh
SquarePirie Street
Flinders Street

Victoria
SquareWakefield Street
Tram
Stop
Angas Street

Frome Street

Light
SquareWaymouth Street

Rundle Street

Pulteney Street

2

RIVER TORRENSVictoGawler Placethere are two car parks available for visitors
to the Adelaide Convention Centre, namely theriverbank 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.

nald
Sir Dodman
Bra ive
Dr

Memorial Drive
Tennis Courts

Morphett Street

CAr

ive

Road

ad

West Terrace

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

Dr

e
From

Ro

tAXI

ial

Adelaide
Oval

Kintore Avenue

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

orStKing William Road

suburbAN rAIl

Po
rt

m

Montefiore Road

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 atwww.adelaidemetro.com.au

Me

ode

ANNUAL geNeRAL MeetiNg AgeNDA
Friday 17 december 2010
9:00 amregistration Opens

9:15 amMorning tea

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

Please join the chairman,
John Morschel, the Directors
and senior executives of ANZ
for refreshments after the
Annual general MeetinghoW 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 conductof the Meeting is set out below.
dIsCussIoN ANd AskING QuestIoNs

Discussion will take place on all the itemsof business as set out on page 4.
the explanatory notes also provide
further information relating to the itemsof business.
Shareholders will have the 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 the opportunity to speak,
Shareholders are requested to observe
the following guidelines:
Please keep questions as brief aspossible and relevant to the matters
being discussed;
if a Shareholder has more than one
question, please ask all questions at
the one time;
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 registerquestions in advance are invited to do so.
A Questions from Shareholders form has
been included in the AGM mailing andis also available on the website. We willattempt 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 theMeeting room. in addition Directors
and senior executives will be available
after the Meeting.
Discussion will take place on each itemof business prior to Shareholders being
asked to vote.
WebCAst ANd photoGrAphy

We have arranged for the Annual
General Meeting to be filmed and broadcast
via a webcast which can be viewed atwww.shareholder.anz.com. After the Meeting
you can also watch an archived recording
on the AnZ website.
We have arranged for photographs to
be taken at the Meeting. if you attend theMeeting in person, you may be includedin photographs or the webcast recording.
For the safety and security of all thosepresent at the Meeting, cameras andrecording devices are not permitted.
upon entry to the Meeting room, youwill be asked to present your bag for asecurity search.

2010 AnnuAl GenerAl MeetinG3

Notice of meeting

NOTICE OF 2010
ANNUAL GENERALMEETING

Business
1. ANNUAL REPORTS

Notice is given that the 42nd
Annual General Meeting ofAustralia and New Zealand Banking
Group Limited will be held at the
Adelaide Convention Centre,
North Terrace, Adelaide, South
Australia on Friday 17 December
2010 at 10:00am (Adelaide time).

To consider the Annual Report, Financial
Report and the Reports of the Directors
and of the Auditor for the year ended
30 September 2010.
2. MODIFICATION OF THE CONSTITUTION

To consider and, if thought fit, to pass thefollowing resolution as a special resolution:“That the Company amend its Constitution
as set out in the document tabled at the2010 Annual General Meeting and signedby the Chairman for the purposes ofidentification.”
3. ADOPTION OF THE REMUNERATIONREPORT

To adopt the Remuneration Report for
the year ended 30 September 2010.
The vote on this resolution is advisory only.
4. GRANT OF PERFORMANCE RIGHTS TO
MR MICHAEL SMITH

To consider and, if thought fit, to pass
the following resolution as an ordinary
resolution:“That approval is given for the Company
to grant to the Company’s Chief Executive
Officer, Mr Michael Smith, Performance
Rights under the ANZ Share Option Planon the terms set out in the Explanatory
Notes to this Notice of Meeting.”

Voting Restrictions for item 4

The Company will disregard any votes caston item 4 by each Director (except those
who are ineligible to participate in any
employee incentive scheme operated by
the Company) and their associates, except
where the vote:	is cast by a person as proxy for a person
who is entitled to vote, in accordancewith the directions on the proxy form; or	is cast by the person chairing the Meetingas proxy for a person who is entitled tovote, in accordance with a direction on theproxy form to vote as the proxy decides.
5. ELECTION OF DIRECTORS(a)	To re-elect a Director – Dr G.J. Clark
Dr Clark is retiring and, being eligible,
offers himself for re-election.
(b)	To re-elect a Director – Mr D.E. Meiklejohn
Mr Meiklejohn is retiring and, being
eligible, offers himself for re-election.
(c)	To elect a Director – Mr R.J. Reeves
Mr Reeves, being eligible, offers himself
for election.
(d)	To re-elect a Director – Mr I.J. Macfarlane
Mr Macfarlane is retiring and, being
eligible, offers himself for re-election.

ANZ Investor 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.
2010 Annual Report and 2010 Shareholder and Corporate Responsibility Review

The Annual Report provides detailed financial data and information on the Group’s performanceas required to comply with applicable regulatory requirements. We also issue a Shareholder
and Corporate Responsibility Review which is a non-statutory document covering key
performance areas, financial information, remuneration details and corporate responsibility.

YOUR ANZYOUR WORLDSHAREHOLDER AND CORPORATE RESPONSIBILITY REVIEW

2010

We live in your world

4

These documents are available at www.shareholder.anz.com or by calling the Share Registrar
on 1800 11 33 99 (from within Australia) or +61 3 9415 4010 (from elsewhere) to request a
hard copy.

uNdIreCted proXIes

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

eNtItleMeNt to AtteNd ANd votethe Board has determined that, for the
purposes of the Meeting (including voting
at the Meeting), shareholders are those
persons who are the registered holders ofordinary shares at 7:00pm (Melbourne time)on Wednesday 15 December 2010.
Holders of preference shares, including AnZ
Convertible Preference Shares, are entitled
to attend the Meeting but are not entitledto vote.

votING by proXy

A shareholder who is entitled to attend andcast a vote at the Meeting may appoint a
proxy. A proxy need not be a shareholder.
A person can appoint an individual or a body
corporate as a proxy. if a body corporate
is appointed as a proxy, it must ensurethat it appoints a corporate representativein 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 ormore votes may appoint up to 2 proxies andmay specify the proportion or number ofvotes each proxy is appointed to exercise.
the following addresses are specified for the
purposes of receipt of proxy appointments
and any authorities under which proxyappointments are signed (or certified
copies of those authorities):
Australia
AnZ Share registrar
GPO Box 242
Melbourne
Victoria 3001
Australia
united kingdom
AnZ Share registrar
the Pavilions
Bridgwater road
Bristol BS99 6ZY
united Kingdom

AnZ Share registrar
Yarra Falls
452 Johnston Street
Abbotsford
Victoria 3067
Australia
New Zealand
AnZ Share registrar
Private Bag 92119
Auckland 1142
new Zealand

Proxy appointments and any authorities
under which they are signed (or certified
copies of those authorities) may be sent
by fax to facsimile number 1800 783 447(within Australia) or +61 3 9473 2555
(outside Australia).
Shareholders may also submit their
proxy instructions electronically to theCompany’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 theshareholder’s attorney, the authority underwhich the appointment is signed (or acertified copy of the authority) must be
received by the Company at least 48 hours
before the Meeting.
For more information concerning theappointment of proxies and the addresses
to which proxy forms may be sent, pleaserefer to the proxy form.

votING by AttorNey

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

CorporAte represeNtAtIves

A body corporate which is a shareholder, or
which has been appointed as a proxy, may
appoint an individual to act as its representativeat the Meeting. the appointment 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 underwhich it is signed, unless it has previously
been given to the Company.
By Order of the Board

eXplANAtory Notes
IteM 1 ANNuAl reports

A copy of the Company’s 2010 Annual
report, including the Financial report
and the reports of the Directors andof the Auditor for the year ended
30 September 2010, may be accessedby visiting the Company’s website
www.shareholder.anz.com
A shareholder may elect to receive by mail,free of charge, the Company’s 2010 Annual
report (which includes detailed financial
statements and reports) or the 2010
Shareholder and Corporate responsibility
review (a non-statutory document covering
key performance areas, financial information,
remuneration details and corporate
responsibility). Shareholders who wish toreceive a hard copy of either document
should contact the Company’s Share registrar.
the Company mails a copy of the Annual
report or the Shareholder and Corporate
responsibility review as applicable (whenthey are released each year) only to thoseshareholders who have made an election
to receive it.
IteM 2 ModIFICAtIoN oF the
CoNstItutIoN
dIvIdeNds

the Corporations Act was amended in June2010 with the introduction of a new test forthe payment of dividends by a company.
the former “profits test” has been replacedwith a new test for paying dividends which
requires a company to assess, among otherthings, the extent to which the company’s
assets exceed its liabilities. Changes areproposed to rule 28 (Dividends) and rule 29(Share Plans) of the Company’s Constitution
to ensure they continue to be aligned with
the Corporations Act. the principal change isto delete the references in rule 28 that relate
to the previous profits test.
Any future decision by the Directors to pay
a dividend will be made after considerationof Company performance and in accordancewith the Corporations Act and prudential
requirements.
other AMeNdMeNts

Bob Santamaria
Secretary
16 november 2010

A number of minor amendments are also
proposed to the Constitution to address
definitional matters or re-numberings
required as a result of the proposed changes.

2010 AnnuAl GenerAl MeetinG5Notice of meeting

Availability of Constitution

Grant of Performance Rights

A marked copy of the Company’s
Constitution showing the proposedchanges is available at www.anz.com/
annualgeneralmeeting and copies are alsoavailable for inspection at the Company’s
registered office: ANZ Centre Melbourne,
Level 9, 833 Collins Street, Docklands, Victoria.

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 performance condition. Upon
exercise, each Performance Right entitles
Mr Smith to one ordinary ANZ share, which
will rank equally with shares in the same class.
(There will be an exercise period ending
12 months after the vesting date.) Mr Smith
is not required to pay any amount on grantof the Performance Rights, nor on theirvesting and exercise.

Board Recommendation: The Board
recommends that shareholders votein favour of item 2.
ITEM 3 ADOPTION OF THE
REMUNERATION REPORTAs required by the Corporations Act, theBoard is presenting the Remuneration
Report to shareholders for consideration
and adoption by a non-binding vote.
The Remuneration Report contains:
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 theCompany’s performance; andremuneration details for key management
personnel (including the Directors of
the Company) for the period ended
30 September 2010.
A copy of the Remuneration Report, whichis part of the 2010 Annual Report, is available
by contacting the Company’s Share Registrar
or by visiting the Company’s website
www.shareholder.anz.com
Board Recommendation: The Board
considers that the remuneration policies
adopted by the Company are appropriately
structured to provide rewards that arecommensurate with the performance of theCompany and competitive with the externalmarket. On this basis, the Board recommends
that shareholders vote in favour of item 3.
ITEM 4 GRANT OF PERFORMANCERIGHTS TO MR MICHAEL SMITH

The Company is seeking the approval ofshareholders for the proposed grant of
Performance Rights to the Chief Executive
Officer, Mr Michael Smith, under the
ANZ Share Option Plan on the terms
and conditions set out below.

6

Performance Rights granted under the ANZ
Share Option Plan do not carry any dividend or
voting rights until they vest and are exercised.
If approval is obtained, it is the intentionof the Board that the Performance Rights
will be granted to Mr Smith on 17 December
2010 (but, in any event, not more than
12 months after the date of this Annual
General Meeting).
Grant value and calculation of
the number of Performance Rights
to be granted

It is proposed that Mr Smith be granted
Performance Rights with a grant valueof $3,000,000. The actual number of
Performance Rights to be granted is notknown at this stage as it will depend on
the valuation at the date of grant. However,
the total value of the Performance Rights
allocated will not exceed the $3,000,000
grant value. The dollar value at grant may
also vary from the value at some future date,as it will depend on the TSR performanceof the Company relative to a comparative
group of companies and the share priceat the time.
PricewaterhouseCoopers and Mercer Finance& Risk Consulting will independently value
the Performance Rights. The valuation modeltakes into account a range of factors todetermine the value of a Performance Right,
such as the life of the Performance Right,
the likelihood of vesting, the current price of
the underlying shares, expected volatility ofthe share price and the dividends expected
to be paid in relation to the shares. In
accordance with AASB 2, the model reflects
both the performance condition and thenon-transferability of the Performance Rights(noting that the performance condition must
be met before the Performance Rights vest
and become exercisable).

These valuations are then reviewed by KPMG
and the highest acceptable value will then be
approved by the Board as the allocation value.
For example, based on a grant value of$3,000,000 and an approved allocation valueof for example, $12.00 for each Performance
Right, the number of Performance Rightsthat would be allocated is 250,000.
Performance condition

The Board has determined that the
Performance Rights to be granted to
Mr Smith (if approval is received) will be
subject to a Total Shareholder Return (TSR)
hurdle which ranks the TSR performanceof the Company with the TSR performanceof a comparative group of companies.
The comparative group of companies
currently includes the Commonwealth Bank
of Australia, National Australia Bank Limited,
Westpac Banking Corporation Limited,
Suncorp-Metway Limited, Macquarie Bank
Limited, AMP Limited, AXA Asia Pacific
Holdings Limited, QBE Insurance Group
Limited and Insurance Australia Group
Limited (Comparative Group).
Broadly, TSR is the growth in share price,plus the value of the dividends anddistributions on the relevant shares. The TSR
is measured over a three year performance
period starting on the date of grant of the
Performance Rights (i.e.17 December 2010)
and ending on the third anniversary of thedate of grant of the Performance Rights(i.e.17 December 2013) (Performance
Period). The proportion of the Performance
Rights that will become exercisable will
depend upon a single point of testing of
the TSR achieved by the Company relative
to the TSRs of the Comparative Group at theend of the Performance Period. An averagecalculation will be used for TSR over a 90 day
period for start and end values in order toreduce the impact of share price volatility.
The level of performance required for eachlevel of vesting, and the percentage vesting
associated with each level of performance,
are set out in the table below. The Performance
Rights lapse if the performance condition is
not met. There is no re-testing.
Mr Smith is not entitled to trade, transfer orotherwise deal in (including entering into
any hedging arrangements in respect of ) the
Performance Rights or the underlying sharesprior to vesting.

If the TSR of the Company:

The percentage of Performance Rights
which will vest is:

Does not reach the 50th percentile of the TSR of
the Comparative Group0%

Reaches or exceeds the 50th percentile of the TSRof the Comparative Group but does not reach the75th percentile

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

Reaches or exceeds the 75th percentile of the TSRof the Comparative Group100%

Treatment on termination of
employment

Treatment on change of control

If Mr Smith:resigns, all unexercised Performance Rights
will be forfeited;is terminated by the Company with notice,
all Performance Rights which have vestedor which will vest during the notice period
will be retained and become exercisable;
all remaining Performance Rights will vest
and become exercisable, subject to therelevant time and performance conditions
being satisfied, unless the Board
determines otherwise;
is terminated by the Company without
notice, all unexercised Performance Rights
will be forfeited (whether or not the
Performance Rights have vested); or

In the event of takeover, scheme ofarrangement or other change of control
event occurring, the performance condition
applying to the Performance Rights will
be tested and the Performance Rights willvest based on the extent the performance
condition is satisfied. No pro rata reduction
in vesting will occur based on the period oftime from the date of grant to the date of thechange of control event occurring, and vesting
will only be determined by the extent to which
the performance condition is satisfied.
Any Performance Rights which vest basedon satisfaction of the performance condition
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.

ceases employment in circumstances ofdeath or total and permanent disability,
the performance condition will be waived
and all unvested Performance Rights
will vest.

Any Performance Rights which do not vest
will lapse with effect from the date of thechange of control event occurring, unlessthe Board determines otherwise.

In determining whether a different treatment
should apply to that set out above where
Mr Smith is terminated by the Company on
notice, the Board will have regard to factors
including, but not limited to, performanceand the proportion of the Performance
Period that has expired at the time ofcessation of employment.

The ASX Listing Rules require the following
additional information be provided in relation
to the proposed grant of Performance Rights
to Mr Smith.

The Board could determine, for example,
that:

Mr Smith holds 779,002 Performance Rights
under the ANZ Share Option Plan, which were
granted in accordance with his contract andshareholder approval given at the 2007
Annual General Meeting. Mr Smith also holds
700,000 options under the ANZ Share Option
Plan, which were granted in accordancewith shareholder approval given at the 2008
Annual General Meeting.

only some Performance Rights (whether
vested or unvested) will continue on footand become exercisable at the normal
testing date (subject to satisfaction of
the performance condition); or
some or all unvested Performance Rights will
lapse or be tested against the performance
condition on cessation of employment.

Other information

Mr Smith is the only Director entitled toparticipate in the ANZ Share Option Plan.
No associate of any Director is entitled toparticipate.

There is no loan scheme in relation to theacquisition of the Performance Rights (orthe shares underlying them) as no payment
is required.
On vesting of the Performance Rights, shares
may be issued or acquired on market.

The Board retains discretion to reduce any
equity grant made to Mr Smith (including
reducing it to zero) if the Board considers
such an 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 ofequity, the grant was not justified.
The rules of the ANZ Share Option Planaddress the impact of rights issues andbonus issues on the Performance Rights.
A copy of the ANZ Share Option Plan rules
is available on request from the Company
Secretary.
The Company will disregard any votes caston this resolution by each Director (except
those who are ineligible to participate inany employee incentive scheme operated by
the Company) and their associates, except
where the vote:is cast by a person as proxy for a person
who is entitled to vote, in accordance withthe directions on the proxy form; oris cast by the person chairing the Meetingas proxy for a person who is entitled tovote, in accordance with a direction on theproxy form to vote as the proxy decides.
Board Recommendation: The Board
considers that the granting of Performance
Rights is appropriate having regard to theneed to motivate Mr Smith as CEO, and isin the best interests of the Company andits shareholders, as the grant strengthens
the alignment of Mr Smith’s interests withshareholders, and the Performance Rights
provide a strong link between the reward
for Mr Smith’s performance and total
shareholder returns over the next three year
period. Accordingly, the Board recommends
that shareholders vote in favour of item 4.
ITEM 5 ELECTION OF DIRECTORSDr Clark and Messrs Meiklejohn and
Macfarlane are retiring and offer themselves
for re-election. Mr Reeves has nominatedhimself for election as a Director, although
his candidacy is not supported by the Board.
To be elected, a candidate needs to receive
more “for” votes than “against” votes. The
proxy form contains further information
on voting.
The order of candidates on this Notice ofMeeting and on the proxy form has been
determined by ballot by the Company’s
Auditor.

2010 Annual General Meeting7

Candidates for election and re-election
as Directors:

Dr Clark
Dr G.J. Clark
BSc (Hons), PhD, FAPS, FTSE
Company Director
Independent Non-Executive Director,
appointed in February 2004.
Dr Clark is Chairman of the Technology
Committee and a member of the Risk
Committee and the Human Resources
Committee. He is Principal of Clark CapitalPartners, a US based firm that advises
internationally on technology and thetechnology market place, and Chairmanof KaComm Communications Pty Ltd.
Dr Clark is a former Chairman of GPM
Classified Directories, a former Directorof Eircom Holdings Ltd (formerly Babcock& Brown Capital Limited), and previously
held senior executive positions in IBM,News Corporation, and Loral Space andCommunications.
Currently based in New York, USA but also
resides in Sydney. Age: 67
Dr Clark brings to the Board the benefitsof international business experience and a
distinguished career in micro-electronics,
computing and communications.
Board Recommendation: The Board(excluding Dr Clark because of his interest)
endorses the re-election of Dr Clark as a
Director.

Mr Meiklejohn, AM
Mr D.E. Meiklejohn, AM
BCom, DipEd, FCPA, FAICD, FAIM
Company Director
Independent Non-Executive Director,
appointed in October 2004.
Mr Meiklejohn is Chairman of the Audit
Committee and a member of the Risk
Committee and the Technology Committee.
He is Chairman of PaperlinX Limited, aDirector of Coca Cola Amatil Limited andMirrabooka Investments Limited, andPresident of the Melbourne Cricket Club.
Mr Meiklejohn is a former Director andChief Financial Officer of Amcor Limited.
Lives in Melbourne. Age: 68

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

Mr Meiklejohn is a Fellow of CPA Australia,
and has a very strong background in financeand accounting. He also brings to theBoard the benefit of his experience across anumber of directorships of major Australiancompanies spanning a range of industries.
Board Recommendation: The Board(excluding Mr Meiklejohn because of
his interest) endorses the re-electionof Mr Meiklejohn as a Director.

Mr Reeves
Mr R.J. ReevesBEc, FCPA, DPM
Lives in Melbourne. Age: 60
Mr Reeves provided a statement for inclusionin this Notice of Meeting. After considerable
discussion between the Company and Mr
Reeves, some of the content of the statement
was deleted by the Company on the basis ofvarious legal considerations. The balance is
set out below. Mr Reeves disagrees with the
stance adopted by the Company.
Whistleblowing was at the heart of my legal
action against ANZ. After a three year [2004
to 2007] fight ANZ settled on what they statedwere commercial terms. I believe ANZ still has
not learnt from the event. Whistleblowing
remains topical. APRA too have highlighted
the need for effective whistleblowing processes
within financial institutions.
Over the last few years ANZ has supposedly
taken significant steps to address governance
failures including revamping and retraining
management and staff in ANZ’s Values andCode of Conduct. Between 2003 and early 2008
ANZ was warned of what I believe were failures
to abide by the Code of Conduct and Values
yet it took Opes Prime to stir them into action.
In the meantime Governance failures havecost us shareholders dearly. I have repeatedly
stated “ANZ’s Governance practices andaccountabilities need to be vastly improved”.
[ANZ 2007, 2008 & 2009 Notices of Meeting]
ANZ has stated “Our reputation as a trusted
and respected organisation is our greatest
asset.” [ANZ Corporate Responsibility newsletter
July 2009]
I again offer my services to ANZ Shareholders
to “strengthen accountability and governance”.
[ANZ Corporate Responsibility newsletter
July 2009]

I am a Fellow Certified Practicing Accountant
with post graduate qualifications in ProjectManagement. My experience includes roles
as Deputy Secretary - Department of Treasury
Victorian State Government, and with Price
Waterhouse and BHP, and encompassed
chairing the Victorian Government’s Treasury
Department Audit Committee and being a
Member of the State Revenue Office’s Audit
Committee.
The information above is not endorsed by
the Company, and the Company assumes
no responsibility for it.
Board Recommendation: The Board does
not endorse the election of Mr Reeves as a
Director.

Mr Macfarlane, AC
Mr I.J. Macfarlane, AC
BEc (Hons), MEc, Hon DSc (Syd),
Hon DSc (UNSW), Hon DCom (Melb),
Hon DLitt (Macq), Hon LLD (Monash)
Company Director
Independent Non-Executive Director,
appointed in February 2007.
Mr Macfarlane is Chairman of the Risk
Committee and a member of the Audit
Committee and the Governance Committee.
He is a Director of Woolworths Limited,
Leighton Holdings Limited, and the Lowy
Institute for International Policy, and amember of the Council of International
Advisors to the China Banking Regulatory
Commission, the International Advisory
Board of Goldman Sachs JB Were, and theInternational Advisory Board of CHAMP
Private Equity. Mr Macfarlane was theGovernor of the Reserve Bank of Australia
between 1996 and 2006.
Lives in Sydney. Age: 64
During his 28 year career at the Reserve
Bank of Australia, Mr Macfarlane made asignificant contribution to economic policyin Australia and internationally. He has a
deep understanding of financial markets
as well as a long involvement with Asia.
Board Recommendation: The Board(excluding Mr Macfarlane because of
his interest) endorses the re-electionof Mr Macfarlane as a Director.