ANZ Group Holdings Limited logo

Proxy Form

AGM11 November 2019ANZFinancials

HOW TO DIRECT YOUR PROXY TO VOTE
APPOINTMENT OF PROXY

The details set out below are subject to the additional details set out

in Steps 1 and 2 overleaf.

Voting 100% of your holding: Direct your proxy how to vote by

marking one of the boxes opposite each item of business. If you do

not mark a box in respect of an item, your proxy may vote as they

choose on that item. If you mark more than one box on an item your

vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting

rights by inserting the number or percentage of shares you wish your

proxy to vote in the For, Against or Abstain box or boxes. The sum of

the votes to be cast by your proxy on an item of business must not

exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two

proxies to attend the Meeting and vote on a poll. If you appoint two

proxies you must specify the number or percentage of shares you wish

each proxy to vote, otherwise each proxy may vote half of the shares.

Fractions of votes will be disregarded. When appointing a second

proxy write both names and the number or percentage of shares for

each in Step 1 overleaf.

A proxy need not be a shareholder of the Company.

LODGEMENT OF A PROXY

This Proxy Form (and any authority under which it is signed or

a certified copy of that authority) or any other proxy voting

instructions must be received by ANZ not later than 48 hours before

the commencement of the Meeting. Any Proxy Form, authority,

certified copy of an authority or other proxy voting instructions

received after that time will not be valid for the scheduled Meeting.

Proxy Forms (and any authorities under which they are signed or

certified copies of those authorities) may be sent by mail or by fax

using any of the address details or the facsimile numbers shown

above. As an alternative to using this Proxy Form, shareholders

may record their proxy voting instructions electronically at

www.investorvote.com.au or by scanning the above QR Code

with their mobile device.

SIGNING INSTRUCTIONS FOR PROXY FORMS

Individual: Where the holding is in one name, the shareholder

must sign.

Joint Holding: Where the holding is in more than one name,

all of the shareholders should sign.

Power of Attorney: If this Proxy Form is signed on behalf of the

shareholder under Power of Attorney and you have not already

lodged the Power of Attorney with the Share Registrar, please

attach a certified photocopy of the Power of Attorney to this

Proxy Form when you return it.

Companies: Where the company has a Sole Director who is also the

Sole Company Secretary, this Form must be signed by that person.

If the company (pursuant to section 204A of the Corporations Act

2001) does not have a Company Secretary, a Sole Director can also

sign alone. Otherwise this Form should be signed by a Director jointly

with either another Director or a Company Secretary. Please sign in

the appropriate place to indicate the office held.

ATTENDING THE MEETING

If a representative of a corporate shareholder or a corporate proxy is

to attend the Meeting, it will be necessary to provide the appropriate

Appointment of Corporate Representative Form prior to admission.

An Appointment of Corporate Representative Form may be obtained

from Computershare or online at www.investorcentre.com

GO ONLINE TO APPOINT YOUR PROXY,

OR TURN OVER TO COMPLETE THE FORM

FOR YOUR PROXY FORM TO BE EFFECTIVE, IT MUST BE RECEIVED BY 10:00AM (BRISBANE TIME) SUNDAY, 15 DECEMBER 2019

FOR ALL ENQUIRIES CALL:

Australia: 1800 11 33 99 New Zealand: 0800 174 007

United Kingdom: (0870) 702 0000 Outside Australia: (61 3) 9415 4010

LODGE YOUR PROXY:

Online: www.investorvote.com.au

For Intermediary Online subscribers only

(custodians) www.intermediaryonline.com

By Mail to: Computershare Investor Services Pty Limited

Alternatively you can fax your Proxy Form to:

(within Australia) 1800 783 447 (outside Australia) (61 3) 9473 2555

GPO Box 242

Melbourne

Victoria 3001

Australia

Yarra Falls

452 Johnston Street

Abbotsford

Victoria 3067

Australia

The Pavilions

Bridgwater Road

Bristol BS99 6ZZ

United Kingdom

Private Bag 92119

Auckland 1142

New Zealand

APPOINT YOUR PROXY AND VIEW THE 2019 ANNUAL REPORT ONLINE

Go to www.investorvote.com.au or scan the QR Code with your mobile device.

Follow the instructions on the secure website to appoint your proxy.

YOUR ACCESS INFORMATION FOR APPOINTING YOUR PROXY ONLINE:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. Please dispose of this form carefully

if you appoint your proxy online.

PROXY FORM

2019 ANNUAL GENERAL MEETING

SIGN
SIGNATURE OF SHAREHOLDER(S) This section must be completed.

INDIVIDUAL OR SHAREHOLDER 1

Sole Director and Sole Company SecretaryDirector/Company Secretary

SHAREHOLDER 3

Director

SHAREHOLDER 2

Contact Contact Daytime

Name Telephone


( )


Date


/ /

ANZ238474A

Australia and New Zealand Banking Group Limited ABN 11 005 357 522 12294

Where applicable below, please mark ‘X’

to indicate your directions

X

Change of address If your address details are

incorrect, mark this box and make the correction

in the space to the left. Shareholders sponsored

by a broker (reference number commences

with ‘X’) should advise their broker of any changes.

2019

ANZ238474A

253031A

the Chairman

of the Meeting* OR

If you are not appointing the Chairman of the Meeting as your proxy, please write the full name of the individual or body

corporate you are appointing as your proxy. Do not insert your own name(s).

I/We being a shareholder/s of Australia and New Zealand Banking Group

Limited (ANZ) and entitled to attend and vote at the 2019 Annual General

Meeting of ANZ (Meeting) hereby appoint

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy to act

generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy

sees fit) at the 2019 Annual General Meeting of ANZ to be held in the Plaza Ballroom, Plaza Level, Brisbane Convention & Exhibition Centre, corner Merivale

and Glenelg Streets, South Bank, Brisbane QLD 4101 at 10:00am (Brisbane Time) on Tuesday, 17 December 2019 and at any adjournment of the Meeting.

*If you wish to direct your proxy how to vote on any or all items of business – see Step 2 below.

Exercise of proxies by the Chairman: Where authorised and permitted to do so, the Chairman of the Meeting intends to vote undirected proxies

in favour of items 2, 3 and 5, and against items 4, 6, 7 and 8 (where they are put to the Meeting).

Chairman authorised to exercise proxies on remuneration related matters: If I/we have appointed the Chairman of the Meeting as my/our proxy

(or the Chairman of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the Meeting, to the extent permitted

by law, to exercise my/our proxy in respect of items 3, 4 and 5 notwithstanding that each of those items is connected directly or indirectly with the

remuneration of a member of the key management personnel of ANZ.

Important: Please refer to the Notice of Meeting for the detailed voting restrictions for items 3, 4 and 5.

APPOINT A PROXY TO VOTE ON YOUR BEHALF

STEP 1

PROXY FORM

ITEMS OF BUSINESS

STEP 2

Board Recommendation: The Board recommends that shareholders vote FOR items 2, 3 and 5, and AGAINST items 4, 6, 7 and 8 (where they are put to the Meeting).

For Against Abstain

2 Election and Re-Election of Board Endorsed Candidates

For(a) To elect Mr P D O’Sullivan

For(b) To re-elect Mr G R Liebelt

For(c) To re-elect Ms S J Halton AO PSM

For3 Adoption of the Remuneration Report

Against4 Spill Resolution (Conditional Item)

For5 Grant of Performance Rights to Mr S C Elliott

Against6 Resolution requisitioned by members – Amendment to the Constitution (Special Resolution)

Against7 Resolution requisitioned by members – Transition Planning Disclosure (Conditional Item)

Against

8 Resolution requisitioned by members – Ordinary resolution on lobbying inconsistent with

the goals of the Paris Agreement (Conditional Item)

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf

on a show of hands or a poll and your votes will not be counted in computing the required majority on a poll.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.