2022 AGM and additional Scheme Meeting Documents

Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
7 November 2022
Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
Notice of 2022 Annual General Meeting
Australia and New Zealand Banking Group Limited (ANZ) today released its Notice of
2022 Annual General Meeting.
It has been approved for distribution by ANZ’s Company Secretary.
Yours faithfully
S
imon Pordage
Company Secretary
Australia and New Zealand Banking Group Limited

ANZ 2022

NOTICE OF ANNUAL GENERAL MEETING
The ANZ 2022 Annual General Meeting (AGM or Meeting) of
Australia and New Zealand Banking Group Limited (Company
or ANZ) will be held as a hybrid meeting on Thursday,
15
th
December 2022 commencing at 10:00 am (Adelaide Time)
Time and location of the Annual General Meeting 2
ANZ Shareholder Centre Website 3
2022 Annual Report and 2022 Annual Review 3
Annual General Meeting Agenda 4
How Business will be conducted at the Meeting 4
Notice of 2022 Annual General Meeting 5
Explanatory Notes 8
CONTENTS

Adelaide
Convention Centre
INTERNAL LAYOUT
JK
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L3
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FG
L2
L1a
L1b
Central
Entrance
West
Entrance
Parliament
House
InterContinental
Hotel
Festival Drive
Riverbank
Car Park
King William StreetKing William Street
Adelaide
Casino
Riverside
Centre
North Terrace
North Terrace
North Terrace
North Terrace
North Terrace
Car Park
Adelaide
Train
Station
Adelaide Railway
Station Tram Stop
Festival
Theatre
Adelaide
Convention Centre
F
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Morphett StreetMorphett Street
Tram Line
Vehicle Access
Car Park
Entrance
Tram Stop
Bus Stop
Train Station
Taxi Rank
H
City West
Tram Stop
Time and Location
of the Annual General Meeting
Thursday, 15 December 2022
at 10:00 am (Adelaide Time)
Adelaide Convention Centre,
Hall H, North Terrace Adelaide SA 5000
ANZ 2022 Notice of Annual General Meeting
2

Join the AGM online
To participate online visit https://meetnow.global/ANZ2022 on your
smartphone, tablet, or computer.
You will need the latest versions of Chrome, Safari, Edge or Firefox. Please ensure your
browser is compatible. Refer to the instructions on the Online Meeting Guide document.
Join the AGM in person
ADELAIDE CONVENTION
CENTRE (ACC)
The Adelaide Convention Centre
(ACC) is located in the central
business district of 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
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
Suburban Rail
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 at www.adelaidemetro.com.au
Taxi
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.
Car
There are two car parks available for visitors
to the Adelaide Convention Centre, namely
the Riverbank and North Terrace car parks
which are open 24 hours/day, 7 days a
week. The car parks are situated under
the Convention Centre (Riverbank) and
beneath the Exhibition Hall.
Important Dates
All times are given in Australian Central
Daylight Time (Adelaide Time) unless
otherwise specified.
13 December 2022
10:00am (Adelaide Time)
Latest time for receipt
of proxy appointments
15 December 2022
10:00am (Adelaide Time)
Annual General Meeting
15 December 2022
2022 Final Dividend Payment Date
ANZ Shareholder
Centre Website
Shareholders are able to view
information in the manner that
best suits them on our website:
anz.com/shareholder/centre.
Documents are available in
various formats.
2022 Annual Report
The Annual Report provides detailed
financial data and information on ANZ’s
performance as required to comply with
applicable regulatory requirements.
We also issue an Annual Review which
is a non- statutory document covering
key performance areas, financial
information, remuneration details
and corporate responsibility.
These documents are available at
anz.com/annualreport or by calling the
Share Registrar on 1800 11 33 99 (within
Australia) or (+61 3) 9415 4010 (outside
Australia) to request a hard copy.
2022 Annual Report
anz.com/annualreport
ANZ 2022 Notice of Annual General Meeting
3

Annual General Meeting Agenda
9:00 am (Adelaide Time)
Registration opens
For those shareholders attending
the meeting online – please log onto
your electronic device and register
your attendance
(you will need your SRN/HIN number
in order to login to the online AGM
platform. For Proxyholders, a login will
be provided to you by Computershare)
For those shareholders attending the
AGM in person, please bring your proxy
form with you as it will assist with your
registration.
9:15 am (Adelaide Time)
Refreshments served
10:00 am (Adelaide Time)
Annual General Meeting commences
•Welcome to Shareholders – Chairman
•Chairman’s presentation
•Chief Executive Officer’s presentation
•Items of Business
Please join the Chairman, Paul
O’Sullivan, the Directors and Senior
Executives of ANZ for refreshments
after the Annual General Meeting.
How business will be
conducted at the AGM
The AGM is an important event and
we encourage shareholders to actively
participate.
Shareholders should monitor the Company’s
website and ASX announcements where
updates will be provided if it becomes
necessary or appropriate to make alternative
arrangements for the holding or conduct
of the AGM.
Important information about the conduct
of the AGM is set out below.
Discussion and asking questions
Discussion will take place on all items of
business that are put to the AGM – refer to
“Business” and “Explanatory Notes” sections
for further information relating to the items
of business.
Shareholders as a whole will have a
reasonable opportunity to ask questions at
the AGM and also via the online platform or
verbally by phone, including an opportunity
to ask questions of or making comments on
the management of the Company and the
Remuneration Report as well as asking
questions of the Company’s External
Auditor, KPMG.
To ensure that as many shareholders as
possible have the opportunity to participate,
shareholders are requested to observe the
following guidelines:
•all shareholder questions should be stated
clearly and should be relevant to the
business of the AGM, including arising from
the Financial Report, the Directors’ report
(including the Remuneration Report) and
the Auditor’s Report, and general questions
about the performance, business and
management of the Company;
•if a shareholder has more than one
question on an item of business, all
questions should be asked at the one
time; and
•shareholders should not ask questions at
the AGM relating to any matters that are
personal to the shareholder or commercial
in confidence.
Shareholders who prefer to register questions
in advance of the AGM are invited to do so.
A “Questions from Shareholders Form”
will be made available on our Website
anz.com/agm. You can also submit any
questions via the Proxy Voting Link
investorvote.com.au/login (Control
Nbr 131545).
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 AGM.
Written questions, including questions for
the External Auditor, must be received by
the Company by 4:30pm (Adelaide Time) on
8 December 2022, and can be submitted
online, by mail, or email as set out on the top
of the Questions from Shareholders Form.
Hybrid AGM, webcast
and photography
We have arranged for the AGM to be filmed
and broadcast via a webcast which can be
viewed at anz.com/agm.
After the AGM you can also watch an
archived recording on the ANZ website.
We have arranged for photographs to be
taken at the AGM. If you attend the AGM in
person, you may be included in photographs
or the webcast recording.
For the safety and security of all those
present at the AGM, cameras and recording
devices are not permitted.
For those shareholders who are attending
the AGM online, the AGM will be webcast
live for participation by shareholders and
proxyholders via the online AGM Platform
at https://meetnow.global/au.
To participate you will need a computer or
mobile/tablet device with internet access.
When you log onto the AGM platform on the
morning of the AGM, you will need to provide
your details (including SRN or HIN) to be
verified as a shareholder or proxyholder.
Proxyholders will need their login details
which will be provided by Computershare
no later than 24 hours before the AGM.
Following this you will be given details as
to how to vote and ask questions online
during the AGM.
More information about how to use the AGM
online platform (including how to vote and
ask questions online during the AGM) is
available in the Online Meeting Guide and
Online AGM Frequently Asked Questions
document, which have been lodged with
ASX and are available at anz.com/agm. If you
intend to use the online AGM platform, we
recommend that you test to see that it works
on your device before the AGM commences
at 10:00am (Adelaide Time).
Technical difficulties may arise during
the course of the AGM, in which case the
Chairman of the Meeting has discretion as to
whether and how the AGM should proceed.
In exercising their discretion, the Chairman of
the Meeting will have regard to the number
of shareholders impacted and the extent to
which participation in the business of the
AGM is affected. Where they consider it
appropriate, the Chairman of the Meeting
may continue to hold the AGM and transact
business, including conducting a poll and
Thursday, 15 December 2022
ANZ 2022 Notice of Annual General Meeting
4

Notice of 2022
Annual General Meeting
Notice is given that the 54
th

Annual General Meeting of
the Company will be held as
a hybrid meeting on Thursday,
15 December 2022 commencing
at 10:00am (Adelaide Time).
Shareholders may participate in the AGM
virtually via our online AGM platform at
https://meetnow.global/ANZ2022 or via
the appointment of a proxy.
Business
1. Annual reports
To consider the Annual Report, Financial
Report and the Reports of the Directors
and of the Auditor for the year ended
30 September 2022.
There is no requirement for shareholders
to approve these reports.
2. Election and re-election of
Board Endorsed candidates
(a) To elect Mr J P Smith
Mr Jeffrey Paul Smith having been
appointed by the Board after the date
of the 2021 Annual General Meeting,
is retiring in accordance with the
Company’s Constitution and, being
eligible, offers himself for election as
a Director.
(b) To re-elect Ms S J Halton AO PSM
Ms Sarah Jane Halton AO PSM is
retiring in accordance with the
Company’s Constitution and, being
eligible, offers herself for re-election
as a Director.
(c) To re-elect Mr P D O’Sullivan
Mr Paul Dominic O’Sullivan is retiring
in accordance with the Company’s
Constitution and, being eligible, offers
himself for re-election as a Director.
3. Adoption of the
Remuneration Report
To adopt the Remuneration Report for
the year ended 30 September 2022. The
vote on this resolution is advisory only
and does not bind the Company.
4. Grant of restricted rights and
performance rights to Mr S C Elliott
To consider and, if thought fit, to pass
the following resolution as an ordinary
resolution:
“That, for the purposes of Listing Rule 10.14,
sections 200B and 200E of the Corporations
Act 2001 (Cth) and for all other purposes,
approval is given for the Company to grant to
the Company’s Chief Executive Officer (CEO)
and Executive Director, Mr Shayne Elliott,
restricted rights and performance rights
under the ANZ Share Option Plan on the
terms set out in, and to provide Mr Elliott any
or all of the benefits (including on cessation
of employment) described in, the Explanatory
Notes to the Notice convening this Meeting.”
5. Resolution requisitioned by
members – Amendment to the
Constitution
The following proposed resolution has
been requisitioned under section 249N
of the Corporations Act.
1
This resolution is not endorsed by
the Board.
•To consider and, if thought fit, to pass
the following resolution as a special
resolution:
“Insert into the Constitution in clause 13
‘Meetings of members’ the following new
sub-clause 13.5A ‘Advisory resolutions’:
“The Company in general meeting may
by ordinary resolution express an opinion
or request information about the way in
which a power of the Company partially
or exclusively vested in the Directors
has been or should be exercised. Such
a resolution must relate to a material
risk identified by the Directors or the
Company and cannot advocate action
that 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.””
•Note: for item 5 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. If item 5 is not passed, the
Chairman of the Meeting will not put
the resolution proposed in item 6 to the
AGM but will provide an opportunity
for discussion in relation to both items.
1. The resolution was requisitioned by a group of shareholders holding approximately 0.01% of the Company’s ordinary shares
on issue.
voting in accordance with valid proxy
instructions. For this reason, shareholders
are encouraged to lodge a directed
proxy by 10:00am (Adelaide Time),
13 December 2022, even if they plan
to attend the AGM online or in person.
Further instructions on device
configurations are provided in the
Online Meeting Guide.
Alternatively, shareholders may listen to
the proceedings of the AGM by dialing:
CountryNumber
Guest
Passcode
Australia1800 173 224/
1800 556 264
7500882
New
Zealand
0800 452 794/
0800 880 585
7500882
Worldwide+61 7 3107 02007500882
If you wish to ask a question over the
phone, please register and follow the
details below:
To register call the Share Registrar on
1800 11 33 99 or +61 3 9415 4010
and press option 3 (ANZ AGM Phone
conference details) to request a PIN
and the conference call number.
See question 20 in the Online AGM
Frequently Asked Questions document
for further details.
In addition to the above, shareholders
can also watch an archived recording
of the webcast after the AGM at
anz.com/agm.
5
ANZ 2022 Notice of Annual General Meeting

Board Recommendation: The Board
recommends that shareholders vote
against item 5 for the reasons set out in
the Explanatory Notes to this Notice of
Meeting. The Chairman of the Meeting
intends to vote undirected proxies
against item 5.
6. Resolution requisitioned by
members – Climate Risk
Safeguarding (conditional item)
•Condition for item 6: This resolution
will only be put to the AGM if at least
75% of the votes validly cast on item 5
are for that resolution.
•The following proposed resolution
has been requisitioned under section
249N of the Corporations Act.
1
•This resolution is not endorsed by
the Board.
•Subject to and conditional upon the
resolution in item 5 (Amendment to
the Constitution) being passed as a
special resolution, to consider and,
if thought fit, to pass the following
resolution as an ordinary resolution:
“Shareholders recognise the substantial
transitional and physical risks of climate
change and their potential financial
impacts on our company. We also note our
company’s support for the Paris climate
change agreement and the goal of
net-zero emissions by 2050. Shareholders
therefore request the company disclose, in
subsequent annual reporting, information
demonstrating how the company’s
financing
2
will not be used for the purposes
of new or expanded fossil fuel projects.”
Board Recommendation: The Board
recommends that shareholders vote
against item 6 for the reasons set out in
the Explanatory Notes to this Notice of
Meeting. The Chairman of the Meeting
intends to vote undirected proxies
against item 6.
Voting restrictions
VOTING RESTRICTIONS FOR
ITEM 3 (ADOPTION OF THE
REMUNERATION REPORT)
The Corporations Act restricts Key
Management Personnel (KMP) and their
closely related parties from voting on the
resolution proposed in item 3. Closely related
party is defined in the Corporations Act and
includes a spouse, dependents 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 3 by or on
behalf of:
•Directors and the other members of the
KMP, details of whose remuneration are
included in the Remuneration Report; and
•closely related parties of those persons,
will be disregarded.
In addition, any votes cast as a proxy on item
3 by any members of the KMP at the date of
the AGM (and their closely related parties) will
also be disregarded.
However, the Company will not disregard the
votes as a result of these restrictions if cast:
•on behalf of a person entitled to vote in
accordance with a direction on the proxy
appointment specifying the way the proxy
is to vote on the resolution; or
•by the person who is the chair of the
meeting and the proxy appointment
expressly authorises the chair of the
meeting to exercise the proxy even if
the resolution is connected directly or
indirectly with the remuneration of
a member of the KMP.
The Chairman of the Company, as chair of
the Meeting, intends to vote undirected
proxies (where appropriately authorised)
in favour of item 3.
VOTING RESTRICTIONS FOR
ITEM 4 (GRANT OF RESTRICTED
RIGHTS AND PERFORMANCE
RIGHTS TO MR S C ELLIOTT)
Item 4 is also a resolution connected directly
with the remuneration of a member of the
KMP, namely ANZ CEO, Mr Elliott.
In accordance with the ASX Listing Rules, the
Company will disregard any votes cast in favour
of the resolution in item 4 by or on behalf of:
•Mr Elliott (being the only director eligible
to participate in the ANZ Share
Option Plan); or
•an associate of Mr Elliott,
regardless of the capacity in which the
vote is cast.
However, this does not apply to a vote cast
in favour of the resolution by:
•a person as proxy or attorney for a person
who is entitled to vote on the resolution, in
accordance with directions given to the
proxy or attorney to vote on the resolution
in that way; or
•the chair of the meeting as proxy for a
person who is entitled to vote on the
resolution, in accordance with a direction
given to the chair of the meeting to vote
on the resolution as the chair of the
meeting decides; or
•a holder acting solely in a nominee, trustee,
custodial or other fiduciary capacity on
behalf of a beneficiary provided the
following conditions are met:
–the beneficiary provides written
confirmation to the holder that the
beneficiary is not excluded from
voting, and is not an associate of
a person excluded from voting
on the resolution; and
–the holder votes on the resolution
in accordance with directions given
by the beneficiary to the holder to
vote in that way.
In addition, in accordance with the
Corporations Act, the Company will disregard
any votes cast on the resolution in item 4 as a
proxy, by: (i) a member of the KMP at the date
of the meeting or (ii) a closely related party
of such a member, unless the vote is cast:
•on behalf of a person entitled to vote in
accordance with a direction on the proxy
appointment specifying the way the proxy
is to vote on the resolution; or
•by the person who is the chair of the
meeting and the proxy appointment
expressly authorises the chair of the meeting
to exercise the proxy even if the resolution
is connected directly or indirectly with the
remuneration of a member of the KMP.
1. The resolution was requisitioned by a group of shareholders holding approximately 0.01% of the Company’s ordinary shares on issue. 2. Advisory services, project financing, loan syndications,
leveraged and acquisition financing, structured asset finance, structured export finance, and sustainable finance, as listed by ANZ: anz.com/corporate/solutions/corporate-finance/
ANZ 2022 Notice of Annual General Meeting
6

The Chairman of the Company, as chair of the
Meeting, intends to vote undirected proxies
(where appropriately authorised) in favour
of item 4.
Undirected proxies
The Chairman of the Meeting intends to
vote undirected proxies (where he has been
appropriately authorised, having regard to
the Voting Restrictions described previously)
in favour of items 2, 3 and 4, and against
items 5 and 6 (where item 6 is put to
the Meeting).
Associates
The Voting Restrictions for item 4 apply
to “associates” of Mr Elliott. The applicable
definitions of “associate” are set out in the
Corporations Act and ASX Listing Rules.
Shareholders who are “associates” subject to
the Voting Restrictions and who intend to
participate in and cast a vote at the Meeting,
should inform the Company’s Share Registrar,
Computershare, of that fact when they
register at the Meeting.
Questions on voting restrictions
If shareholders (including nominees,
custodians or fiduciaries) have questions
on the Voting Restrictions, they should
contact the Company’s Share Registrar,
Computershare, on 1800 11 33 99 (within
Australia), 0800 174 007 (within New
Zealand), 0870 702 0000 (within the
United Kingdom) or (+61 3) 9415 4010
(outside Australia).
Entitlement to attend and vote
The Board has determined that, for the
purposes of the AGM (including voting
at the Meeting) shareholders are those
persons who are the registered holders of
the Company’s shares at 6:30pm (Adelaide
Time) on Tuesday, 13 December 2022.
Holders of the Company’s ordinary shares
may vote on all items of business, subject to
the Voting Restrictions described previously.
Voting by proxy
A shareholder who is entitled to attend and
cast a vote at the AGM may appoint a proxy.
A proxy need not be a shareholder. A person
can appoint an individual or a body corporate
as a proxy. If a body corporate is appointed
as a proxy, it must ensure that it appoints a
corporate representative in accordance with
section 250D of the Corporations Act to
exercise its powers as proxy at the AGM.
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 proxy
appointments are signed (or certified copies
of those authorities):
AUSTRALIA
ANZ Share Registrar
GPO Box 242,
Melbourne, Victoria 3001
Australia
ANZ Share Registrar
Yarra Falls, 452 Johnston Street
Abbotsford, Victoria 3067
Australia
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
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 visiting
investorvote.com.au, and Intermediary
Online subscribers only (custodians)
should visit intermediaryonline.com.
To be effective, a proxy appointment and,
if the proxy appointment is signed by 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 the commencement of the AGM.
For more information concerning the
appointment of proxies and the addresses
to which Proxy Forms may be sent, please
refer to the Proxy Form.
Voting by attorney
A shareholder may appoint an attorney to
vote on his/her behalf. For an appointment
to be effective for the AGM, the instrument
effecting the appointment (or a certified
copy of it) must be received by the Company
at its registered office or one of the addresses
listed previously for the receipt of proxy
appointments at least 48 hours before
the commencement of the AGM.
Corporate representatives
A body corporate which is a shareholder,
or which has been appointed as a proxy,
may appoint an individual to act as its
representative at the AGM. The appointment
must comply with the requirements of
section 250D of the Corporations Act.
Evidence of his or her appointment, including
any authority under which it is signed,
will need to be provided to the Company’s
Share Registrar prior to the AGM unless it
has been given previously to the Company.
By Order of the Board
Simon Pordage
Company Secretary
Melbourne, 7 November 2022
7
ANZ 2022 Notice of Annual General Meeting

Item 1 – Annual Reports
A copy of the Company’s 2022 Annual
Report, including the Financial Report and
the Reports of the Directors and of the
Auditor for the year ended 30 September
2022, can be found on the Company’s
website at anz.com/annualreport.
As a shareholder you may elect to receive
by mail, free of charge, the Company’s 2022
Annual Report (which includes detailed
financial statements and reports) or the 2022
Annual Review (a non-statutory document
covering key performance areas, financial
information, remuneration details and
corporate responsibility). If you would like a
hard copy of either document, please contact
the Company’s Share Registrar, Computershare.
The Company mails a copy of the Annual
Report or the Annual Review as applicable
(when they are released each year) only
to those shareholders who have made an
election to receive them.
Item 2 – election and re-election
of Board endorsed candidates
The details of Board endorsed candidates
that are standing for election and re-election
as Directors are set out below. Mr Smith,
Ms Halton and Mr O’Sullivan are retiring in
accordance with the Company’s Constitution
and offer themselves for election and
re-election, as appropriate. More details on
the Company’s governance arrangements
pertaining to Directors and those standing
for election and re-election can be found in
the 2022 Corporate Governance Statement
at anz.com/annualreport.
Item 2 (a) To elect Mr J P Smith
Mr Jeffrey Paul Smith
BA
PP
S
C
, MBA
Independent Non-Executive Director,
appointed in August 2022. Mr Smith is
a member of the Nomination and Board
Operations Committee, Digital Business and
Technology Committee, Risk Committee and
Human Resources Committee.
Career
Jeff is an experienced global business and
technology executive, with over 30 years
corporate experience which includes senior
executive roles in a number of companies
including Telstra, Honeywell and Toyota.
Jeff was previously Chief Information Officer
at IBM Corporation where he was globally
responsible for IT strategy, resources, systems
and infrastructure and also led the company’s
Agile transformation. Jeff was also CEO of
Suncorp Business Services and Suncorp Chief
Information Officer. Since 2017, Jeff has been
Chief Operating Officer of World Fuel Services
Corporation, a role he will step down from at
the end of 2022.
Jeff also served on the Australian Fulbright
Commission awarding Australian post-
graduate scholarships to US universities.
He was previously a member of ANZ’s
International Technology and Digital
Business Advisory Panel until 2019.
Relevant Other Directorships
Director: Sonrai Security Inc (from 2021).
Advisor: Zoom Video Communications, Inc
(from 2018) and Box, Inc. (from 2018).
Relevant Former Directorships
held in last three years include
Former Member: ANZ International
Technology and Digital Business Advisory
Panel (2016-2019).
Age: 60 years. Residence: USA.
Board Recommendation: The Board
(excluding Mr Smith because of his interest)
endorses the election of Mr Jeffrey Paul Smith.
Item 2 (b) To re-elect
Ms S J Halton AO PSM
Sarah Jane Halton, AO PSM
BA (HONS) PSYCHOLOGY, FIPAA, Hon.
FAAHMS, Hon. FACHSE, Hon. DLitt,
FAIM, FAICD, FAIIA
Independent Non-Executive Director,
appointed in October 2016. Ms Halton was
last re-elected in 2019. Ms Halton is Chair
of the Digital Business and Technology
Committee and is a member of the Human
Resources Committee, Ethics, Environment,
Social and Governance Committee and
Nomination and Board Operations Committee.
Career
Jane’s 33 year career in the public service
includes the positions of Secretary of the
Australian Department of Finance, Secretary
of the Australian Department of Health,
Secretary for the Department of Health and
Ageing, and Executive Co-ordinator (Deputy
Secretary) of the Department of the Prime
Minister and Cabinet. She brings to the
Board extensive experience in finance,
insurance, risk management, information
technology, human resources, health and
ageing and public policy. She also has
significant international experience.
Jane has contributed extensively to
community health through local and
international organisations including the
World Health Organisation and as co-chair
of the COVAX coordination mechanism.
Relevant Other Directorships
Chairman: Coalition for Epidemic
Preparedness Innovations (Norway)
(from 2018, Board member from 2016) and
Council on the Ageing Australia (from 2017).
Director: Clayton Utz (from 2017).
Member: Executive Board of the Institute
of Health Metrics and Evaluation at the
University of Washington (from 2007).
Honorary Professor: Australian National
University Research School of Psychology.
Adjunct Professor: University of Sydney
and University of Canberra.
Council Member: Australian Strategic
Policy Institute (from 2016).
Relevant Former Directorships
held in last three years include
Former Director: Crown Resorts Limited
(2018-2022), Naval Group Australia Pty Ltd
(2021-2022) and Vault Systems (2017-2022).
Former Member: National COVID-19
Commission Advisory Board (2020-2021).
Age: 62 years. Residence: Canberra, Australia.
Board Recommendation: The Board
(excluding Ms Halton because of her
interest) endorses the re-election of
Ms Sarah Jane Halton as a Director.
Explanatory
notes
ANZ 2022 Notice of Annual General Meeting
8

Item 2 (c) To re-elect Mr P D O’Sullivan
Paul Dominic O’Sullivan
BA (Mod) Economics, Advanced
Management Program of Harvard
Independent Non-Executive Director,
appointed in November 2019 and
Chairman since October 2020. Mr O’Sullivan
is an ex-officio member of all Board
Committees and Chair of the Ethics,
Environment, Social and Governance
Committee and the Nomination and
Board Operations Committee.
Career
Paul has experience in the telecommunications
and oil and gas sectors, both in Australia and
overseas. He has held senior executive roles
with Singapore Telecommunications (Singtel)
and was previously the CEO of Optus. He
has also held management roles with the
Colonial Group and the Royal Dutch Shell
Group in Canada, the Middle East, Australia
and United Kingdom.
Relevant Other Directorships
Chairman: Singtel Optus Pty Limited (2014,
Director from 2004) and Western Sydney
Airport Corporation (from 2017).
Director: St Vincent’s Health Australia (from
2019) and Australian Tower Network Pty Ltd
(from 2021).
Relevant Former Directorships
held in last three years include
Former Director: Telkomsel Indonesia
(2010-2020), Healthscope Limited (2016-
2019), National Disability Insurance
Agency (2017-2020) and Coca-Cola
Amatil (2017-2021).
Age: 62 years. Residence: Sydney, Australia.
Board Recommendation: The Board
(excluding Mr O’Sullivan because of his
interest) endorses the re-election of
Mr Paul Dominic O’Sullivan as a Director.
Item 3 – adoption of the
Remuneration Report
As required by the Corporations Act, the
Board presents 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 the Company’s performance; and
•remuneration details for KMP (including
the Directors of the Company) for the
period ended 30 September 2022.
The Remuneration Report, which is part of
the 2022 Annual Report, can be found on the
Company’s website at anz.com/annualreport
or can be obtained by contacting the
Company’s Share Registrar, Computershare.
Board Recommendation: The Board considers
that the remuneration policies adopted by
the Company are appropriately structured to
provide rewards that are commensurate with
the Company’s performance and competitive
with the external market. On this basis, the
Board recommends that shareholders eligible
to do so vote in favour of item 3.
Item 4 – Grant of restricted
rights and performance rights
to Mr S C Elliott
The Company is asking shareholders to
approve the proposed grant of restricted rights
and performance rights to the Company’s
Chief Executive Officer (CEO) and Executive
Director, Mr Shayne Elliott, under the ANZ
Share Option Plan on the terms and conditions
set out below. The proposed grant is part
of Mr Elliott’s 2023 variable remuneration.
Long Term Variable Remuneration (LTVR) has
been restructured to now provide material
weight to non-financial measures in line
with the new Prudential Standard CPS 511
Remuneration. Accordingly, for the 2023 grant,
Mr Elliott’s LTVR will be delivered as:
•50% LTVR restricted rights – with a pre vest
assessment of non-financial measures; and
•50% LTVR performance rights – with
forward looking Total Shareholder Return
(TSR) performance hurdles where:
–75% will be measured against the TSR of
the Select Financial Services comparator
group; and
–25% will be measured against absolute
Compound Annual Growth Rate
(CAGR) TSR.
At a glance:
•2023 LTVR, delivered in the form of 50%
restricted rights and 50% performance
rights, with a combined current face
value LTVR opportunity of A$3,375,000.
•2023 LTVR will be deferred over four to six
years with a two-year exercise period post
the end of the relevant deferral period
3
.
•The restricted rights:
–have been subject to a pre grant
assessment by the Board which
determined that the award should be
made at full value (i.e., no reduction); and
–will be subject to a pre vest assessment
by the Board of non-financial measures
at the end of the performance period to
determine whether the restricted rights
should vest in full.
•The performance rights:
–75% will be subject to a relative TSR
performance condition which compares
ANZ’s TSR performance against the
comparator group, with nil vesting
below median, 50% vesting at median
(i.e., threshold), and increasing to 100%
vesting at the 75
th
percentile of the
comparator group;
–25% will be subject to an absolute
CAGR TSR performance condition which
measures ANZ’s absolute CAGR TSR
performance against targets set by the
Board, with nil vesting below 9.125%,
50% vesting at 9.125% (threshold), and
increasing to 100% vesting at 13.688%.
•The performance conditions for both
restricted rights and performance rights
are assessed at the end of the four-year
performance period (with no retesting).
The four-year performance period
commences on 1 October 2022 and ends
four years later on 30 September 2026.
•Holding periods apply at the end of the
four-year performance period (to the extent
the restricted rights and performance
rights meet the relevant performance
condition). The holding period commences
the day after the end of the four-year
performance period and finishes on the 4
th
,
5
th
or 6
th
anniversary of grant.
• The deferral period is the sum of the
four-year performance period and the
applicable holding period.
3. Deferral period = performance period + holding period.
9
ANZ 2022 Notice of Annual General Meeting

In more detail:
Each restricted right and each 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 time and performance conditions.
To the extent the performance conditions are
met, the relevant number of restricted rights
and performance rights will be eligible to vest
on the fourth, fifth and sixth anniversary of
grant (vesting dates) as described below.
Upon vesting the Board will determine
whether to settle the restricted rights and
performance rights with ANZ shares or by
payment of a cash equivalent amount.
Mr Elliott’s entitlement to the restricted rights
and performance rights and to any shares/
cash equivalent payment will be subject to:
•the Board’s on-going discretion to adjust
downward (including to zero) the number
of restricted rights and/or performance
rights if the Board considers such a
reduction to be necessary or appropriate
(see further below); and
•the rules concerning treatment on
termination of employment or on a
change of control referred to below.
Mr Elliott will not be entitled to trade, transfer
or otherwise deal in (including by entering
into any hedging arrangements in respect of )
any restricted rights or performance rights, or
any entitlement to shares or cash equivalent
payment, prior to vesting.
If the Board determines to settle the restricted
rights and/or performance rights in shares
each restricted right/performance right
entitles Mr Elliott to one ANZ ordinary share
which will rank equally with shares in the
same class, subject to any adjustments in
accordance with the Listing Rules and the
rules of the Plan. Mr Elliott is not required to
pay any amount on grant of the restricted
rights and performance rights, nor on vesting.
The restricted rights and performance rights
form part of Mr Elliott’s ’at risk’ remuneration.
Restricted rights and performance rights
granted under the ANZ Share Option Plan
do not carry any voting rights. A dividend
equivalent payment (DEP) is paid in cash at
the end of the relevant deferral period, but
is only made to the extent that all or part of
the underlying rights actually vest. Dividend
equivalents accrue only on rights that meet
the performance condition and actually vest,
and accrue over the full deferral period for
restricted rights, and only during the holding
period for performance rights.
If approval is obtained, it is the intention
of the Board that the restricted rights and
performance rights will be granted to
Mr Elliott on 15 December 2022 (but,
in any event, not more than 12 months
after the date of this AGM).
Grant value and calculation of the
number of restricted rights and
performance rights to be granted
The Board believes that the proposed grant
of LTVR restricted rights and performance
rights is an important part of Mr Elliott’s
remuneration as it reinforces the CEO’s focus
on achieving longer term strategic objectives,
driving outperformance relative to peers and
creating long term sustained value for all
stakeholders. The grant of restricted rights
and performance rights means that the
actual value (if any) of shares Mr Elliott will
receive from this grant is not determined
until the end of the four, five and six year
deferral periods and will depend on the
extent to which the performance conditions
are achieved and the ANZ share price at
the time of exercising the rights.
Using a face value allocation methodology,
the number of restricted rights and
performance rights proposed to be granted
to Mr Elliott has been determined by firstly
dividing the face value of the grant (i.e.,
A$3,375,000) by two to determine the
restricted rights award value and the
performance rights award value.
•The restricted rights award value (i.e.,
$1,687,500) has then been split into three
tranches (33% ~4 year deferral, 33% ~5
year deferral and 34% ~6 year deferral)
and then divided by the Volume Weighted
Average Price (VWAP) of the Company’s
ordinary shares traded on the ASX in the
five trading days up to and including 1
October 2022, i.e., the start of the four-year
performance period – which was $23.07.
This has determined the actual number
of restricted rights for each tranche of
Restricted Rights, as follows:
Restricted rights tranches
Actual number of
restricted rights
proposed to be
allocated to Mr Elliott
Tranche one:
~ 4 year deferral
24,138
Tranche two:
~ 5 year deferral
24,138
Tranche three:
~ 6 year deferral
24,869
Total restricted rights73,145
•The performance rights award value (i.e.,
$1,687,500) has been split into two parts:
–those rights subject to the relative
TSR performance condition
(75% / $1,265,625) and
–those rights subject to the absolute
CAGR TSR performance condition
(25% / $421,875).
•Each part is then split into three tranches
(33% ~4 year deferral, 33% ~5 year deferral
and 34% ~6 year deferral) and then divided
by the same five-day VWAP (as used to
calculate the number of restricted rights)
$23.07. This has determined the actual
number of performance rights for each
tranche, as follows:
Performance rights
relative TSR tranches
Actual number
of performance
rights proposed
to be allocated
to Mr Elliott
Tranche four:
~ 4 year deferral
18,103
Tranche five:
~ 5 year deferral
18,103
Tranche six:
~ 6 year deferral
18,652
Sub total54,858
Performance rights absolute
CAGR TSR tranches
Tranche seven:
~ 4 year deferral
6,034
Tranche eight:
~ 5 year deferral
6,034
Tranche nine:
~ 6 year deferral
6,217
Sub total18,285
Total performance rights73,143
ANZ 2022 Notice of Annual General Meeting
10

Performance conditions
Restricted rights and performance rights will have a four-year performance period and a further holding period – these periods combined are the
total deferral period. The rights may vest after expiry of the holding period, as follows:
Deferral period
TrancheFour-year performance periodHolding periodVesting date
~ 4 year deferral (1 Oct 22 – 14 Dec 26)
1 Oct 22 – 30 Sep 26
1 Oct 26 – 14 Dec 2615 Dec 26
~ 5 year deferral (1 Oct 22 – 14 Dec 27)1 Oct 26 – 14 Dec 2715 Dec 27
~ 6 year deferral (1 Oct 22 – 14 Dec 28)1 Oct 26 – 14 Dec 2815 Dec 28
Restricted rights
Restricted rights will be subject to a pre vest
assessment to be conducted by the Board
after expiry of the four-year performance
period. The pre vest assessment will take
into consideration any adjustments applied
for the same event/outcomes in either the
current or prior years (i.e., adjustments to
Short Term Variable Remuneration (STVR)
and LTVR, malus and clawback), to ensure
the overall impact is fair and proportionate
to the severity of the outcome.
The restricted rights pre vest assessment
consists of a three-step process which considers,
over the four-year performance period:
1. Prudential soundness;
•Nil award if ANZ does not meet capital
ratio and liquidity prudential minimums.
2. Risk measures;
•Consideration of any Material Risk
Outcomes from executive actions
or inactions which is expected to/or
has resulted in significant impacts.
•Consideration of any significant
adverse change in APRA’s Active
Supervision level.
•Consideration of Risk Culture that
examines whether or not ANZ has
maintained (or made progress towards)
a sound risk culture, considering both
executive actions or inactions.
3. Apply Board discretion.
•Board to determine whether any
reduction should be made to the
restricted rights outcome based on
consideration of a range of factors,
including:
–the outcomes from steps 1 and 2 above;
–the impact, if any, of the issue/s
on ANZ’s reputation/standing in
the market;
–whether the issue was specific to
ANZ, the banking industry or the
broader market;
–any impacts already applied (e.g., re
downward adjustment mechanisms,
pre grant assessment impact to
restricted rights);
–whether any impact should be made
on an individual or collective basis.
The assessment is not intended to be
formulaic given the circumstances requiring
the application of Board discretion will
typically be different or unique, however a
Board decision making framework is in place
to guide the Board in applying discretion.
Performance rights – Relative TSR
75% of the performance rights will be
subject to a TSR hurdle which ranks the TSR
performance of the Company with the TSR
performance of the Select Financial Services
comparator group.
The Select Financial Services comparator
group includes the Bank of Queensland
Limited, Bendigo and Adelaide Bank Limited,
Commonwealth Bank of Australia Limited,
DBS Bank Limited, Macquarie Group Limited,
National Australia Bank Limited, Standard
Chartered PLC, Suncorp Group Limited and
Westpac Banking Corporation. The Board
may vary the comparator group from time
to time if it considers it appropriate to do
so, for example, to take account of any
constituent company ceasing to be listed.
Broadly, TSR is the growth in share price, plus
the value of the dividends and distributions
on the relevant shares. The proportion
of performance rights that will become
exercisable will depend on the Company’s
TSR relative to the TSR of the constituent
companies in the comparator group at the
end of the four-year performance period.
The level of performance required for each
level of vesting, and the percentage of
performance rights that will become eligible
to vest at each level of performance, is set out
in the table below. The performance rights
lapse if the applicable performance condition
is not met. There is no re-testing.
If the TSR of the
company compared
to the TSR of the
constituents of the
comparator group:
The percentage of
performance rights
which will vest is:
Does not reach the
50
th
percentile
0%
Reaches or exceeds
the 50
th
percentile
50%, plus 2% for
every one percentile
increase above the
50
th
percentile
Reaches or exceeds
the 75
th
percentile
100%
Performance rights – Absolute
CAGR TSR
25% of the performance rights will be subject
to an absolute CAGR TSR hurdle with targets
as outlined below.
The absolute CAGR TSR is measured over the
same four-year performance period and the
proportion of performance rights that will
become exercisable will depend upon the
Company’s absolute CAGR TSR at the end of
the four-year performance period 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
level of performance, is set out in the table
below. The performance rights lapse if the
performance condition is not met. There
is no re-testing.
The Board retains discretion to adjust the
absolute CAGR TSR hurdle in exceptional
circumstances to ensure that Mr Elliott is
neither advantaged nor disadvantaged by
matters outside management’s control that
materially affect achievement of the absolute
CAGR TSR performance condition.
11
ANZ 2022 Notice of Annual General Meeting

If the absolute
Compound Annual
Growth Rate TSR of the
company:
The percentage of
performance rights
which will vest is:
Does not reach 9.125%0%
Reaches 9.125%50%
Exceeds 9.125%
but does not
reach 13.688%
Progressive pro-rata
vesting between 50%
and 100% (on
a straight line basis)
Reaches or
exceeds 13.688%
100%
Downward adjustment –
Board discretion
The Board retains an on-going and absolute
discretion to:
•apply further deferral or freeze the vesting
of restricted rights and performance rights;
•apply malus (an adjustment to reduce the
value of part or all of the restricted rights
and performance rights before they have
vested); and
•apply clawback (the recovery of restricted
rights and performance rights which have
already vested).
This discretion may be exercised, for example,
where the Board considers this is necessary to
protect the financial soundness of ANZ or to
meet regulatory requirements, or there has
been a material failure of risk management
or controls within ANZ.
Accordingly, before the scheduled vesting of
any restricted rights and performance rights the
Board considers whether any further deferral/
freezing or malus should be applied, and
also considers whether clawback should be
applied during the applicable clawback period.
Treatment on termination
of employment
If:
•Mr Elliott resigns prior to the vesting date
the restricted rights and performance
rights will lapse;
•Mr Elliott’s employment is terminated by
the Company with notice, except as set
out below in relation to ’good leaver’
termination, all unvested restricted rights
and performance rights as at the ’full
notice termination date’
4
will lapse;
•Mr Elliott’s employment is terminated
by the Company for misconduct with
notice, all unvested restricted rights and
performance rights will lapse on cessation
of employment. If Mr Elliott’s employment
is terminated by the Company for serious
misconduct without notice, all vested
(but unexercised) and unvested restricted
rights and performance rights will lapse
on cessation of employment; or
•Mr Elliott ceases employment in
circumstances of death or total and
permanent disability, the performance
conditions will be waived and all unvested
restricted rights and performance rights
will vest on cessation.
In certain circumstances termination may
be classified by the Board as a ’good leaver’.
In such a case, unless the Board determines
otherwise, the restricted rights and
performance rights held by Mr Elliott
will remain on-foot and, where and to the
extent the Board determines the applicable
performance condition is met, the relevant
number of restricted rights and performance
rights will be eligible to vest on their
applicable vesting date. On vesting, the
Board may determine to settle the relevant
restricted rights and/or performance rights
with a cash equivalent payment, rather
than with shares.
Treatment on change of control
The Conditions of Grant will set out the
treatment of the restricted rights and
performance rights on a change of
control prior to the vesting date.
Where a change of control occurs, which
includes a person acquiring a relevant
interest in at least 50% of the Company’s
ordinary shares as a result of a takeover
bid, or other similar event, the applicable
performance conditions applying to the
restricted rights and performance rights
will be tested and the restricted rights and
performance rights will become eligible to
vest based on the extent the performance
conditions are satisfied. In such a case the
performance period will be taken to end
at a time (being no later than the final date
on which the change of control event will
occur) determined by the Board. No pro rata
reduction in vesting will occur, and vesting
will only be determined by the extent to
which the relevant performance conditions are
satisfied over the adjusted performance period.
Any restricted rights and/or performance
rights which vest based on satisfaction
of the performance conditions over the
adjusted performance period 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. If applicable law
or APRA requirements prevent vesting at this
time, the Board may determine a later time
that complies with applicable law or APRA
requirements and/or that any consideration
that is received must be deferred until the
expiry of that later time.
Any restricted rights and/or performance
rights that remains unvested will lapse
with effect from the date of the change
of control event occurring, unless the
Board determines otherwise.
Non-operating holding
company proposal
As set out in a separate explanatory
memorandum, ANZ is proposing to establish
a non-operating holding company, ANZ
Group Holdings Limited (ANZ NOHC), as the
new listed parent of the ANZ group and to
create distinct banking and non-banking
groups within the ANZ group (the NOHC
Restructure Proposal). For
the avoidance
of doubt, implementation of the NOHC
Restructure Proposal will not constitute a
“change of control” under the Conditions of
Grant. If the NOHC Restructure Proposal is
approved by shareholders and implemented,
the restricted rights and performance rights
granted to Mr Elliott would then be replaced
with restricted rights and performance rights
in relation to ANZ NOHC and shares in ANZ
NOHC (instead of the Company and shares in
the Company) on the same terms and
conditions (with any necessary modifications).
Other information
By virtue of Listing Rule 10.14, the Company
(as an ASX listed company) must not permit
any of the following persons to acquire
equity securities under an employee
incentive scheme:
•a director of the Company
(Listing Rule 10.14.1);
•an associate of a director of the
Company (Listing Rule 10.14.2); or
•a person whose relationship with the
Company or a person referred to in
Listing Rule 10.14.1 or 10.14.2 is such
that, in ASX’s opinion, the acquisition
should be approved by its shareholders,
unless it obtains the approval of its
shareholders by ordinary resolution.
The proposed grant of restricted rights and
performance rights to Mr Elliott, a director
of the Company, falls within Listing Rule
10.14.1 above and, therefore, requires the
approval of the Company’s shareholders
under Listing Rule 10.14. Mr Elliott is the
only Director entitled to participate in
4. ’Full notice termination date’ means the date of cessation of employment or, if later, the date on which cessation of employment would have occurred but for any payment made in lieu of notice.
ANZ 2022 Notice of Annual General Meeting
12

the ANZ Share Option Plan. No associate
of any Director is entitled to participate.
Item 4 therefore seeks the required
shareholder approval to the grant under
and for the purposes of Listing Rule 10.14.
If the resolution in item 4 is passed, the
Company will be able to proceed with the
grant as described in these Explanatory Notes.
In the event that shareholders do not
approve the grant of restricted rights and
performance rights, the restricted rights and
performance rights would not be granted
and the Board would review the feedback
from shareholders to clearly understand why
the resolution was not supported. The Board
sees LTVR as a very important component of
Mr Elliott’s total remuneration package, and
the Board would look to review the structure
(each of the elements) of the CEO’s total
remuneration package.
Mr Elliott’s current total remuneration
package is comprised of:
•Fixed Remuneration (FR) of A$2,500,000
(inclusive of superannuation) per annum;
•Short Term Variable Remuneration
(STVR) of up to 100% of FR (maximum
opportunity); and
•Long Term Variable Remuneration (LTVR) of
up to 135% of FR (maximum opportunity).
Shareholders are referred to the 2022
Remuneration Report published in the
Company’s 2022 Annual Report for further
details of Mr Elliott’s remuneration.
As CEO and a director of the Company,
and as approved by shareholders at Annual
General Meetings of the Company, Mr Elliott
has been granted a total of 1,017,441
performance rights (and zero restricted
rights) under the ANZ Share Option Plan, as
part of his remuneration as LTVR, as follows:
Grant date
Number of
performance
rights
granted
Overall
performance
rights outcome
17 Dec 15
5
159,573
21.8% vested and
78.2% lapsed
16 Dec 16150,482
0% vested and
100% lapsed
19 Dec 17143,294
43.3% vested and
56.7% lapsed
19 Dec 18110,365
51.6% vested and
48.4% lapsed
Grant date
Number of
performance
rights
granted
Overall
performance
rights outcome
17 Dec 19168,066
To be
confirmed post
vesting dates
16 Dec 20159,308
16 Dec 21126,353
Total1,017,441
No amount was or is payable by Mr Elliott
at grant or on vesting for the above
performance rights.
There is no loan scheme in relation to the
restricted rights and/or performance rights
(or the shares underlying them).
For the settlement of the restricted rights and
performance rights on vesting, shares may be
issued or acquired on market, or the Board
may determine to settle the restricted rights
and/or performance rights with a cash
equivalent amount.
Details of any securities issued under the
ANZ Share Option Plan will be published in
the Company’s Annual Report relating to the
period in which they were issued, along with
a statement that approval for the issue was
obtained under Listing Rule 10.14. Any
additional persons covered by Listing Rule
10.14 who become entitled to participate in
an issue of securities under the ANZ Share
Option Plan after the resolution on item 4
is approved and who are not named in this
Notice of Meeting will not participate until
approval is obtained under that Listing Rule.
Under section 200B of the Corporations Act,
a company may only give a person a benefit
in connection with their ceasing to hold
a managerial or executive office in the
company or a related body corporate if it
is approved by shareholders under section
200E or an exemption applies. Mr Elliott holds
such an office. The term ’benefit’ has a wide
operation and could include the early vesting
of the restricted rights and/or performance
rights as contemplated above or otherwise
under the ANZ Share Option Plan.
Accordingly, shareholder approval is also
sought for the purpose of section 200E
of the Corporations Act to allow vesting
of restricted rights and performance rights
and settlement of them with shares or a
cash equivalent payment upon Mr Elliott
ceasing employment (as summarised under
“Treatment on termination of employment”
above), including where to do so would
involve the giving of a ’benefit’ to Mr Elliott
in connection with him ceasing to hold a
managerial or executive office. The approval
is sought in relation to the restricted rights
and performance rights proposed to be
granted to Mr Elliott under item 4 in this
Notice of Meeting.
The value of any benefit relating to the
restricted rights and performance rights
given in connection with Mr Elliott ceasing
to hold managerial or executive office cannot
presently be ascertained. However, matters,
events and circumstances that will,
or are likely to, affect the calculation
of that value are:
•the number of restricted rights and
performance rights held by Mr Elliott
prior to cessation of employment;
•the circumstances of or reasons for
Mr Elliott’s cessation of employment
(see ’Treatment on termination of
employment’ above);
•the result of any pro rating on cessation
of employment;
•whether performance hurdles are waived
or (if not waived) met, and the number
of restricted rights and performance
rights that vest (which could be all of the
restricted rights and performance rights
held by Mr Elliott);
•whether the restricted rights and/or
performance rights are settled in ANZ
shares or by payment of a cash equivalent
amount; and
•the market price of ANZ shares on ASX on
the date shares are provided to Mr Elliott
upon vesting of the restricted rights and
performance rights or, if the Board decides
to settle the restricted rights and/or
performance rights by payment of a cash
equivalent amount, in the five trading days
up to (and including) the date of vesting.
Under the rules of the ANZ Share Option Plan,
the Board has discretion to adjust the rules of
the Plan and awards granted under it. If the
Company makes a bonus issue, or rights
issue, or undertakes a re-organisation, the
number of restricted rights and performance
rights granted to Mr Elliott or their terms may
be adjusted under the Plan as required by
the Listing Rule or to address any material
advantage or disadvantage that may occur
(subject to any appliable ASX Listing Rule
requirements). Any such adjustments would
be explained in the Company’s next Annual
Report issued following the adjustment.
Board Recommendation: The Board considers
that the proposed granting of restricted
rights and performance rights is appropriate
and is in the best interests of the Company
and its shareholders, as the grant strengthens
5. Grant approved by shareholders at the 2015 Annual General Meeting in anticipation of Mr Elliott’s appointment as a director and CEO becoming effective on 1 January 2016.
13
ANZ 2022 Notice of Annual General Meeting

the alignment of Mr Elliott’s interests with
shareholders, and the performance rights
provide a strong link between the reward for
Mr Elliott’s performance and total shareholder
returns over the next four-year period.
The Board also considers that obtaining
shareholder approval to allow restricted
rights and performance rights to vest upon
Mr Elliott ceasing employment in accordance
with the Conditions of Grant, as described
above, is appropriate and in the best interests
of the Company and its shareholders. It will
provide the Company with the ability to
ensure its ongoing compliance with section
200B of the Corporations Act and with the
Conditions of Grant for the restricted rights
and performance rights.
Accordingly, the Board (excluding Mr Elliott
because of his interest) recommends that
shareholders eligible to do so vote in favour
of item 4.
Item 5 – resolution requisitioned
by members – amendment to
the constitution (non-board
endorsed item)
A group of shareholders have requisitioned
resolutions under section 249N of the
Corporations Act. The Company has included
those proposed resolutions as items 5 and 6
in this Notice of Meeting.
The resolutions in items 5 and 6 are
proposed by shareholders understood
by the Company to be associated with
the group “Market Forces”.
These resolutions are not endorsed by
the Board.
The same group of shareholders has also
requested, under section 249P of the
Corporations Act, that the Company provides
statements prepared by them to shareholders
about these proposed resolutions. The
statements can be found in the Appendix to
this Notice of Meeting. By including these
statements in this Notice of Meeting, the
Company does not make any representations
as to the truth or accuracy of their contents
and disclaims all liability for them.
Reasons why the Board recommends
that Shareholders vote against item 5
The resolution in item 5 is a proposal to
amend the Company’s Constitution. The
amendment would enable shareholders
to propose and pass formal resolutions
expressing opinions, or requesting
information, about the way the Board
exercises the powers vested in it, in
relation to material risks identified by ANZ.
The Board respects the rights of shareholders
to express their views and to seek to amend
the Company’s Constitution. In addition,
the Board must (and does) in the normal
course consider shareholder views which
can be expressed through a range of
channels. It does not, however, consider
it in shareholders’ best interests to amend
the Constitution in the manner outlined in
the requisitioned resolution.
Shareholders have a number of existing ways
in which they can effectively engage with the
Company including by asking or submitting
questions at general meetings, by distributing
members’ statements under the Corporations
Act and by choosing whether to support the
election of Directors and other resolutions
proposed at general meetings. The Company
also has a variety of existing avenues whereby
it seeks robust discussion and can gauge
differing opinions, including through regular
engagement with retail and institutional
shareholders. This constructive engagement
gives the Company important insights into
perspectives on the Company’s operations.
Under the law and the Company’s
Constitution, it is the Board’s responsibility
to manage the business of the Company.
It is important that the Board can make
decisions using their business judgement
about the business and affairs of the
Company and in the interests of the
Company and its shareholders as a whole.
Shareholders already have a statutory
right under the Corporations Act to put
resolutions to general meetings. Any reform
to allow shareholders to propose advisory
resolutions, as the resolution in item 5 would
enable, is a matter for government and
should not be done on a company-by-
company basis. Addressing the matter
through law reform has the benefit of
ensuring that an appropriate weighing of
considerations occurs, appropriate thresholds
and oversight mechanisms are in place,
and all Australian public companies are
subject to the same requirement.
Imposing a constitutionally mandated
obligation to put advisory resolutions to
ANZ’s shareholders would increase the scope
for requisitioned resolutions to be used
by groups whose interests are not aligned
with, and may be contrary to, those of the
Company and its shareholders. The Boa
rd
is concerned that a constitutional right
to propose such resolutions is likely to
disproportionately favour those who have
a practice of requisitioning special interest
resolutions. This could result in the business
of future shareholder meetings being
increasingly dominated by non-binding
special interest resolutions that focus on
a single issue.
If shareholders disagree with the direction
the Company is taking, other options are
already available to them, as set out above.
Board Recommendation: Having regard
to the matters set out above, the Board
does not consider the proposed resolution
to be in the best interests of the Company
and its shareholders. Therefore, the Board
recommends that shareholders vote
against item 5.
Item 6 – resolution requisitioned
by members – climate risk
safeguarding (conditional,
non-board endorsed item)
The same group of shareholders that
requisitioned the resolution in item 5
has also requisitioned the resolution in
item 6 in this Notice of Meeting.
The resolution is an advisory resolution.
The resolution is not endorsed by the Board.
The resolution in item 6 will be proposed
to the Meeting only if the resolution in
item 5 is passed by the requisite majority.
Reasons why the Board recommends
that shareholders vote against item 6
if it is put to the AGM
Commitment to supporting the transition
to net zero emissions
We are playing our part in supporting the
transition to net zero emissions by 2050.
And we want to be the leading Australia
and New Zealand based bank in supporting
our customers’ transition to that goal.
To get there, significant greenhouse gas
emission reductions are required across all
sectors of the economy. Trillions of dollars
are needed to invest in new and existing
technologies for clean energy and sustainable
infrastructure. We believe the most important
role we can play in enabling the transition
is to support our customers’ plans to reduce
emissions and enhance their resilience to
a changing climate. We support an orderly
transition that recognises and responds to
social, economic and environmental impacts
of a net zero transition. This aligns with our
purpose to help shape a world in which
people and communities thrive.
6. Emissions attributable to lending.
ANZ 2022 Notice of Annual General Meeting
14

7. Our $50 billion target is directed towards sustainable solution for our customers, including initiatives that help improve environmental sustainability, increase access to affordable housing and promote
financial wellbeing. The majority of the target is directed towards environmental sustainability initiatives that help customers to lower their emissions.
8. Self-generated renewable electricity, direct
procurement from offsite grid-connected generators e.g. Power Purchase Agreement (PPA) and default delivered renewable electricity from the grid, supported by credible attributes in accordance with
RE100 technical guidelines.
We also understand the importance of
seeking to align our lending decisions with
the goals of the Paris Agreement and in
doing so, reduce our ‘scope 3
6
’ emissions
from lending to customers. This is why ANZ
was the first Australia and New Zealand-
based bank to join the Net Zero Banking
Alliance (NZBA). In joining the alliance in
2021, we committed to measure our scope 3
emissions in key carbon intensive sectors
and set and disclose pathways and targets
so that our shareholders and other
stakeholders can track our progress.
Last year ANZ set two sectoral pathways and
targets for our lending to power generation
and large-scale commercial buildings in
Australia. These pathways are guiding our
decision making about who we lend to and
what we lend for. This year we will set further
pathways and targets to reduce portfolio
emissions in other carbon-intensive sectors:
oil and gas, and building products.
Our Climate Change Commitment provides
the framework for our strategy and our
commitment to enable the transition by
working to align our lending portfolio with
net zero emissions. Our environmental
sustainability strategy identifies priority
sectors, technologies and financing
opportunities to help achieve our ambition.
Our 2022 Climate-related Financial Disclosures
will be released prior to our AGM. This will be
our sixth report using the recommendations
of the Task Force on Climate-related Financial
Disclosures (TCFD) and will be available at
anz.com/annualreport. This report will
provide a more detailed update on our
approach to climate change, including
our customer engagement program.
Progress against our commitments
To date we have made good progress.
We are directing our finance into key priority
areas and progressively expanding coverage
of key sectors in line with our NZBA
commitment. We are aligning our lending
decisions to the Paris Agreement goals and
have disclosed metrics and targets for carbon
intensive sectors. We have committed to
fund and facilitate $50 billion of sustainable
solutions by 2025 to help our customers
lower their emissions
7
, and we are on track
to achieve that target with over $40 billion
funded and facilitated since 2019.
We are also equipping our employees with
a deeper understanding of climate risks and
opportunities (focusing on our Institutional
bankers in key customer segments such
as resources, energy and Agribusiness),
implementing partnerships, actively
participating in recognised industry
associations to help shape policy development
and settings to enable the development of
taxonomy and standards, reducing emissions
from our operations, including 100%
renewable electricity by 2025 and engaging
constructively with stakeholders on our
approach through Environmental, Social
and Governance (ESG) market briefings,
investor roundtables, civil society
engagement and other avenues.
The supporting statement of the proponents
of this resolution makes it clear that they
are seeking an immediate withdrawal of
financing for companies that are continuing
to invest in fossil fuel related projects
irrespective of the steps those companies,
which are the Bank’s customers, are taking
towards climate change transition. We
do not accept that it is in the Bank’s, our
shareholders’ or the community’s best
interests that we abandon support and
services for leading companies that are
genuinely endeavouring to implement
effective climate transition plans.
Our commitments on climate change
Our Climate Change Commitment focuses
on four areas:
1. Supporting our customers and industries
to transition;
2. Aligning our lending to the Paris
Agreement goals;
3. Reducing our impact by reducing
emissions from our operations; and
4. Engaging constructively and transparently
with stakeholders.
In 2023 we are seeking to enhance our
response to climate-related risks and
opportunities through:
•continuing to engage with 100 of our
largest emitting business customers to
encourage them to strengthen their low
carbon transition plans so more customers
achieve a ‘well developed’ or ‘advanced’
rating; and enhance their efforts to protect
biodiversity, by end 2024;
•progressing further towards our target
of using 100% renewable electricity for
our operations by 2025;
8
•continuing to enhance banker capability
to identify climate risk and opportunities
•building alignment with the Australian
Prudential Regulation Authority (APRA)
CPG229 guidance on Climate Change
Financial Risks and the New Zealand
Financial Sector (Climate-related
Disclosures and Other Matters)
Amendment Act 2021; and
•progressively developing metrics and
targets for key sectors, in line with our
NZBA commitment, which is aimed at
ensuring the majority of our portfolio
emissions are covered by the end of 2024.
We are also continuing to develop an
enhanced climate risk management
framework that strengthens our governance
and anticipates potential climate-related
impacts and regulatory requirements. Our
next steps outlined in our new Environment,
Social, and Governance (ESG) target are that
by end 2023, we will:
•prepare a set of risk standards based
on regulatory obligations, to be applied
across all countries and territories in
which we operate;
•extend our Climate Change Risk
Assessment methodology beyond our
Project Finance business, starting with
Institutional customers in higher emitting
sectors such as resources and energy; and
•develop a data strategy to inform our
approach to sourcing and integrating
climate data into sectoral transition
pathways, scenario analysis, stress
testing and analytics. This will include
learning from the New Zealand climate
risk program.
How ANZ is working with its large
business customers
We committed to engage with 100 of our
largest emitting business customers, to
encourage them to strengthen their low
carbon transition plans and enhance their
efforts to protect biodiversity, by the end 2024.
As part of this engagement we expect more
customers to further improve their plans to a
‘well developed’, or ‘advanced’ stage.
Customers continue to value our engagement
on this topic, and our perspectives. Several
customers outside of the 100 have sought
to engage with us, seeking clarity on our
expectations, or requesting suggestions to
improve their approach.
For those customers starting out, we provide
support in the form of insights into enhanced
customer practices we have observed
15
ANZ 2022 Notice of Annual General Meeting

Appendix
through our engagements. Where
customers are further advanced, we
encourage them to find ways to
strengthen their approach and provide
options for how we could potentially
assist, including setting ‘stretch’ targets
linked to improved financing terms in
the form of sustainability linked lending.
Disclosure
We provide investors and other
stakeholders with clear information
enabling them to assess the adequacy
of our approach to climate change and
our ability to manage the associated
risks and opportunities.
We report using the recommendations
of the TCFD. Our 2022 Climate-related
financial disclosures will be published
on our website together with ANZ’s
2022 ESG Supplement, supporting ESG
Data Pack and the 2022 Environmental
Performance Report which details our
global carbon offset data.
ANZ was the first Australian bank to
report under the Financial Stability
Board’s Task Force’s TCFD framework. As
noted above, our 2022 Climate-related
Financial Disclosures will provide a
detailed update on our approach
to climate change including in relation
to our customer engagement program
and will be available at anz.com/
annualreport.
9. https://www.iea.org/reports/net-zero-by-2050 10. https://shareaction.org/investors-call-on-banks-to-strengthen-climate-
ambitions-before-cop26
11. https://www.theguardian.com/business/2018/nov/13/world-has-no-capacity-to-absorb-
new-fossil-fuel-plants-warns-iea
12. https://www.nature.com/articles/s41586-019-1364-3; https://iopscience.iop.org/
article/10.1088/1748-9326/aabc5f/meta
13. http://priceofoil.org/content/uploads/2020/09/OCI-Big-Oil-Reality-Check-vF.pdf
(p.6); https://priceofoil.org/2018/10/17/the-skys-limit-ipcc-report-15-degrees-of-warming/
14. https://www.marketforces.org.
au/campaigns/banks/bigfourscorecard/
15. https://www.marketforces.org.au/campaigns/super/outofline/
Supporting statements
provided by Market Forces
The statements which follow for items 5
and 6 were provided by the shareholders
who requisitioned the resolutions in items 5
and 6. The statements are not endorsed
by the Board. The Board recommends
that shareholders vote against item 5
and, if put to the AGM, item 6.
Item 5 – Amendment to the Constitution
Shareholder resolutions are a healthy part
of corporate democracy in many jurisdictions
other than Australia. For example, in the
UK shareholders can consider resolutions
seeking to explicitly direct the conduct of the
board. In the US, New Zealand and Canada
shareholders can consider resolutions seeking
to advise their board as to how it should act.
As a matter of practice, typically, unless the
board permits it, Australian shareholders
cannot follow the example of their UK, US,
New Zealand or Canadian counterparts in
this respect.
A board of directors is a steward for
shareholders and accountability for the
discharge of that stewardship is essential
to long-term corporate prosperity.
In some situations the appropriate course
of action for shareholders dissatisfied with
the conduct or performance of the board
is to seek to remove directors individually.
However in many situations a better course
of action is to formally and publicly allow
shareholders the opportunity at shareholder
meetings to alert board members that the
shareholders seek more information or favour
a particular approach to corporate policy.
The constitution of ANZ is not conducive to
the rights of shareholders to place resolutions
on the agenda of a shareholder meeting. This
is contrary to the long-term interests of ANZ,
its board and shareholders.
Passage of this resolution – to amend
the ANZ constitution – will simply put the
company in a similar position in regard to
shareholder resolutions as any listed company
in the UK, US, Canada or New Zealand.
We encourage shareholders to vote in favour
of this resolution.
Item 6 – Climate Risk Safeguarding
Despite committing to the 1.5°C global
warming limit of the Paris Agreement, and
net-zero global emissions by 2050, ANZ’s
financing continues to undermine these
goals, exposing our company to increased
transitional, physical and legal climate risks.
Paris-aligned financing means no
new fossil fuels
The International Energy Agency’s (IEA)
Net Zero by 2050 scenario (NZE2050)
9
states
“no new coal mines or mine extensions”, “no
new oil and gas fields” and “huge declines
in the use of coal, oil and gas” are needed
to achieve net-zero emissions by 2050. It
further states “also not needed are many of
the liquefied natural gas (LNG) liquefaction
facilities currently under construction or at
the planning stage”.
In July 2021, 115 investors with US$4.2 trillion
in assets under management and/or
stewardship wrote to 63 global banks, calling
on them to integrate the NZE2050 findings,
including the need for no new fossil fuels,
into their climate strategies
10
.
As early as 2018 the IEA’s Executive Director
said limiting global warming to less than 2°C
means “we have no room to build any
thing
that emits CO₂ emissions”.
11
This conclusion
has been confirmed by peer-reviewed
scientific research
12
and analysis
13
drawing
upon data from organisations including
Rystad Energy, IEA and IPCC.
ANZ continuing to finance fossil
fuel expansion
Despite these ever-growing calls to end fossil
fuel expansion, ANZ continues to finance
projects and companies doing exactly that.
Our company loaned at least $2.2B for 19
projects that expand the fossil fuel industry
between 2016 and 2020. These projects are
estimated to enable the release of 4.6 billion
tonnes of CO₂, equivalent to nine times
Australia’s 2020 national emissions.
14
Since January 2019 ANZ has loaned over
$1B to eight ASX300 companies pursuing
new or expanded coal, oil or gas projects,
including AGL Energy, Aurizon, Beach
Energy, BHP, Origin Energy, Santos, Viva
Energy and Woodside.
15
ANZ 2022 Notice of Annual General Meeting
16

In August 2022, ANZ took part in a US$1B
syndicated loan to Santos, ostensibly for the
company to proceed with its Barossa gas
project, which is so emissions intensive it
has been described by one analyst as “... a CO₂
emissions factory with an LNG by-product.”
16
ANZ loaned as recently as 2018 to New Hope
Corp, which is pursuing new coal mining
projects. Despite this facility having been
terminated by the client, nothing in ANZ’s
policy prevents our company continuing
to lend to New Hope and other companies
attempting to expand coal mining.
Physical and transitional climate
risk exposure
As an institution exposed across virtually the
entire Australian economy, ANZ should be
extremely concerned about the financial
impacts of physical, transitional, legal and
reputational climate risks, which inevitably
will be borne by shareholders.
A September 2021 report by the Reserve
Bank of Australia (RBA) identifies mortgages
as a source of financial risk, stating: “housing
prices could decline, leaving banks with less
protection than expected against borrower
default”.
17
A May 2022 Climate Council study
found one in 25 Australian homes would be
uninsurable by 2030.
18
Our peer and competitor, Commonwealth
Bank of Australia, has drawn attention to
climate risks in agriculture, reporting in 2019
that grain growing regions risk productivity
declines of up to 50% below the 2018 baseline
by 2060, attributed to changes in rainfall.
19
For ANZ to be so widely exposed to physical
and transitional climate risk, yet willing to
worsen the problem by enabling fossil
fuel expansion, amounts to our company
shooting itself in the foot.
ANZ being left behind
Financial institutions are placing more
effective restrictions on finance to companies
and projects expanding fossil fuels, leaving
ANZ’s clearly ineffective policies behind.
In August 2022 industry super fund
NGS divested from numerous oil and
gas producing companies due to the
risk of stranded assets.
20
In March 2022:
•Dutch bank ING announced it would
“restrict dedicated upstream finance
(lending or capital markets) for oil and
gas fields approved for development
after 31 December 2021”,
21
•European reinsurer Hannover RE
announced its facultative division “will no
longer take on any new covers for project
policies associated with the exploration
and/or development of new oil and gas
reserves (upstream) or for project policies
that exclusively support the transportation
and storage (midstream) of new oil and
gas reserves”
22
, and
•MAPFRE ruled out insuring or investing
in any coal, oil or gas company that had
not committed to an energy transition
plan that allows global warming to be
maintained at around 1.5°C.
23
In 2020 Suncorp committed to “not directly
invest in, finance or underwrite... new oil
and gas exploration or production” and
phase out underwriting for the sector by
2025 and direct investment by 2040.
24
Since March 2021, Nordea Asset
Management has excluded fossil fuel
producers without a clear plan for complying
with the Paris Agreement in 213 of its 368
funds, stating “no oil and gas producers
and of course coal miners live up to these
requirements at present”.
25
In March 2021,
Danske Bank committed to immediately
end direct finance for expansion of oil and
gas exploration and production worldwide,
26
while NedBank,
27
SEB,
28
and NatWest
29
have
made similar commitments.
Regulatory and legal risk
In November 2021, the Australian Prudential
Regulation Authority (APRA) published its
Prudential Practice Guide ‘CPG 229 Climate
Change Financial Risks’.
30

It states that where an institution is unable
to adequately address climate risk facing its
customers through other measures, it may
need to consider “the institution’s ability to
continue the relationship” with the customer.
Investor support required
Despite its stated support for the Paris
Agreement and net-zero emissions by 2050,
ANZ remains an active investor in fossil fuel
expansion, further exposing shareholders
to financial risks associated with the energy
transition required to meet the Paris
climate goals.
We urge shareholders to vote in favour
of this resolution.
16. https://ieefa.org/articles/ieefa-santos-barossa-gas-field-emissions-create-major-risks-shareholders 17. https://www.rba.gov.au/publications/bulletin/2021/sep/climate-change-risks-to-
australian-banks.html
18. https://www.climatecouncil.org.au/resources/australian-homes-uninsurable-2030-climate-risk-map/ 19. https://www.commbank.com.au/content/dam/commbank-
assets/about-us/2019-08/CBA-2019-Annual-Report-Risk-management.pdf
20. https://www.ngssuper.com.au/articles/sustainability/ngs-divests-major-fossil-fuel-companies 21. https://www.
ing.com/Sustainability/Our-Stance/Oil-gas-industry.htm
22. https://www.hannover-re.com/1846913/annual-report-2021.pdf (p74) 23. https://www.mapfre.com/media/shareholders/2022/06-
integrated-report-2021.pdf (p56)
24. https://www.suncorpgroup.com.au/corporate-responsibility/sustainable-growth/responsible-banking-insurance-investing 25. https://www.nordea.com/en/
news/140-nordea-funds-tighten-requirements-for-investments-in-fossil-fuels
26. https://danskebank.com/-/media/danske-bank-com/file-cloud/2017/5/danske-bank-position-statement-fossil-
fuels.pdf
27. https://www.nedbank.co.za/content/dam/nedbank/site-assets/AboutUs/Information%20Hub/Integrated%20Report/2021/Nedbank%20Group%20Energy%20Policy.pdf 28. https://
webapp.sebgroup.com/mb/mblib.nsf/dld/80AF6A2E5F88CDC2C12586B1002E33C2?opendocument
29. https://www.natwestgroup.com/content/dam/natwestgroup_com/natwestgroup/pdf/
oil-and-gas.pdf
30. https://www.apra.gov.au/sites/default/files/2021-11/Final%20Prudential%20Practice%20Guide%20CPG%20229%20Climate%20Change%20Financial%20Risks.pdf
17
ANZ 2022 Notice of Annual General Meeting

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shareholder.anz.com
Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522.
ANZ’s colour blue is a trade mark of ANZ.

---

Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
7 November 2022
Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
Chairman’s letters to shareholders
Australia and New Zealand Banking Group Limited (ANZ) today released its Chairman’s
letters to shareholders in relation to the upcoming ANZ 2022 Annual General Meeting
and Scheme Meeting. An email containing similar information has been dispatched to
shareholders who have supplied an email address.
These letters have been approved for distribution by ANZ’s Chairman.
Yours faithfully
Simon Pordage
Company Secretary
Australia and New Zealand Banking Group Limited

Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522.
Paul D O'Sullivan
Chairman
07 November 2022
Annual General Meeting (AGM)
•Thursday, 15 December 2022.
•Commencing at 10.00am (Adelaide Time).
•The meeting will be a hybrid format:
ūIn person at The Adelaide Convention Centre, North Terrace, Adelaide; and
ūOnline at https://meetnow.global/ANZ2022.
There will also be a telephone conference link for those without internet access.
The AGM Notice of Meeting together with the 2022 ANZ Annual Report and other related documents are
available on our website at www.anz.com/shareholder/centre.
For those shareholders who have not made an election to receive hard copy documents, ANZ will not send
you a hard copy of the AGM Notice of Meeting or Annual Report. Hard copy materials can be sent to you free of
charge by contacting ANZ Shareholder Information Line on 1800 11 33 99 (within Australia) or +61 3 9415 4010
(outside Australia), between 8.00am and 4.30pm (Adelaide Time), Monday to Friday (excluding public holidays).
AGM Proxy Form
A proxy form is enclosed to enable you to vote by proxy at the AGM. It is important that you submit your AGM
proxy form in accordance with the instructions set out in the form. To be valid, please make sure your proxy
form is received by our Share Registry by 10.00 am (Adelaide Time) on 13 December 2022.

Dear shareholder
ANZ is holding two (2) Shareholder Meetings on 15 December 2022
ANZ will be holding two (2) separate meetings on 15 December 2022 – our 2022 AGM and a Scheme Meeting.
Information on both meetings is set out below. The information mentioned in this letter is also available on
ANZ’s website in the Shareholder Centre at anz.com/shareholder/centre.
ANNUAL GENERAL MEETING 2022
289228_10_V3

Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522.
As announced on ASX, ANZ proposes to establish a non-operating holding company as the new listed parent
company of the ANZ Group and to separate ANZ’s banking and certain non-banking businesses within the
ANZ Group (“Restructure”). As part of that process, ANZ is required to convene a meeting of ANZ shareholders
to consider and vote on a scheme of arrangement (“Scheme Meeting”), which is one of the steps required to
implement the Restructure.
Scheme Meeting
•Thursday, 15 December 2022.
•Commences following a short pause at the conclusion of the AGM but not before 12.00pm (Adelaide Time).
•The meeting will be a hybrid format:
ūIn person at The Adelaide Convention Centre, North Terrace, Adelaide; and
ūOnline at https://meetnow.global/ANZ2022.
There will also be a telephone conference link for those without internet access.
Explanatory Memorandum
Important information about the Restructure and Notice of Scheme Meeting (including how to vote at
the Scheme Meeting) can be found in the Explanatory Memorandum, which was announced on ASX on
27 October 2022 and is available on our website at www.anz.com/schememeeting.
For those shareholders who have not made an election to receive hard copy documents, ANZ will not be
sending you a hard copy of the Explanatory Memorandum or Notice of Scheme Meeting. Hard copy materials
can be sent to you free of charge by contacting the ANZ Shareholder Information Line on 1800 11 33 99 (within
Australia) or +61 3 9415 4010 (outside Australia), between 8.00am and 4.30pm (Adelaide Time), Monday to
Friday (excluding public holidays).
Scheme Proxy Form
A proxy form is enclosed to enable you to vote by proxy at the Scheme Meeting. It is important that you submit
your Scheme proxy form in accordance with the instructions set out in the form. To be valid, please make sure
your form is received by our Share Registry by 3.30pm (Adelaide Time) on 13 December 2022.
An Online Meeting Guide and FAQ document providing details of how to participate and vote at the AGM and
Scheme Meeting online are also enclosed with this letter.
Thank you for your continued support of ANZ. We look forward to your attendance, whether in person or
online, and the opportunity to engage with you at ANZ’s 2022 AGM and Scheme Meeting.
Yours faithfully
Paul D O'Sullivan
Chairman
Australia and New Zealand Banking Group Limited
Page 2 of 2
SCHEME MEETING 2022
FURTHER INFORMATION
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Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522. Aust. Credit Licence No. 234527.
Paul D O’Sullivan
Chairman
07 November 2022
Dear shareholder
Important information on your investment in ANZ
As you may be aware, Australia and New Zealand Banking Group Limited (“ANZ”) is proposing to establish
a non-operating holding company (“ANZ NOHC”), as the new listed parent company of the ANZ Group via
scheme of arrangement (“Scheme”) and to separate ANZ’s banking and certain non-banking businesses within
the ANZ Group (“Restructure”).
In accordance with Australian law, the proposed Scheme, which is one of the steps required to implement
the Restructure, will require the approval of ANZ shareholders and an Australian court. If the Scheme is
approved and goes ahead, then your ANZ shares will be acquired in return for shares in ANZ NOHC under
the terms of the Scheme.
Yours faithfully
Paul D O’Sullivan
Chairman
Australia and New Zealand Banking Group Limited

Because your shares in ANZ are registered with an address in China/India/Papua New Guinea and due to legal
restrictions on the issue of Australian securities in your country, regretfully we are unable to send to you any
materials about the Scheme. If you have a postal address outside these countries, then we may be able to send
materials about the Scheme to such postal address.
We thank you for your support of ANZ. Please note that information about ANZ will continue to be available on
our website.
289228_11_V3

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Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
7 November 2022
Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
2022 Online Meeting Guide
Australia and New Zealand Banking Group Limited (ANZ) today released its 2022 Online
Meeting Guide relating to the upcoming ANZ 2022 Annual General Meeting and Scheme
Meeting.
It has been approved for distribution by ANZ’s Company Secretary.
Yours faithfully
Simon Pordage
Company Secretary
Australia and New Zealand Banking Group Limited

PARTICIPATION ON THE DAY
ONLINE MEETING GUIDE
for the Annual General Meeting and Scheme Meeting
being held on Thursday, 15 December 2022
ONLINE FROM ANYWHERE
To log in, you must have the following information:

AUSTRALIAN
RESIDENTS
SRN or HIN and postcode
of your registered address

OVERSEAS
RESIDENTS
SRN or HIN and country
of your registered address

APPOINTED
PROXIES
Please contact Computershare
Investor Services on
+61 3 9415 4024 to request
your unique email invitation
link prior to the meeting day
ONLINE
To participate online visit
https://meetnow.global/ANZ2022
on your smartphone, tablet, or computer.
You will need the latest versions of Chrome, Safari, Edge
or Firefox. Please ensure your browser is compatible.
Before you begin ensure your
browser is compatible.
You can easily check your current browser by going
to the website: whatismybrowser.com
Supported browsers are:
›Chrome
›Firefox
›Safari
› Edge
The Meetings are viewable from desktops, laptops
and handheld/mobile devices.
If you choose to participate online
you will be able to view a live
webcast of the Meetings, ask the
Directors questions online and
submit your votes in real time.
To participate
at the Meetings
To participate in the online Meetings,
visit http://meetnow.global/ANZ2022
and click on the JOIN MEETING NOW button.
To register as a shareholder
Select ‘Shareholder’, enter your SRN or
HIN and select your country. If Australia,
also enter your postcode.
To register as a Proxyholder
To access the Meetings click on the link in
the invitation e-mail sent to you. Or select
‘invitation’ and enter your invite code
provided in the e-mail.
To register as a guest
Select ‘Guest’ and enter your details.
OROR

BROADCASTVOTE
The webcast will appear automatically
once the Meetings have started. If the
webcast does not start automatically press
the play button and ensure the audio on
your computer or device is turned on.
When the Chairman declares the poll open,
select the ‘Vote’ icon and the voting options
will appear on your screen.
To vote, select your voting direction. A tick
will appear to confirm receipt of your vote.
To change your vote, select ‘Click here to
change your vote’ and press a different
option to override.
Q&ADOCUMENTS
To ask a question select the ‘Q & A’ icon,
select the topic your question relates to.
Type your question into the chat box at
the bottom of the screen and press ‘Send’.
To ask a verbal question, follow the
instructions on the FAQ document.
To view documents relating to the
Meetings select the ‘Documents’ icon and
choose the document you wish to view.
FOR ASSISTANCE
If you require assistance before or during the Meetings,
please call +61 3 9415 4024.
anz.com Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522

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Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
7 November 2022
Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
2022 AGM and Scheme FAQs
Australia and New Zealand Banking Group Limited (ANZ) today released its 2022
Frequently Asked Questions document relating to ANZ’s upcoming 2022 Annual General
Meeting and Scheme Meeting.
It has been approved for distribution by ANZ’s Company Secretary.
Yours faithfully
Simon Pordage
Company Secretary
Australia and New Zealand Banking Group Limited

MEETING DETAILS
1
When is ANZ’s AGM and Scheme Meeting?
Australia and New Zealand Banking Group Limited’s (ANZ)
2022 Annual General Meeting (AGM) will be held on Thursday,
15 December 2022 commencing at 10:00 am (Adelaide Time)
followed by the Scheme Meeting shortly following the
conclusion or adjournment of the AGM but not before
12.00pm (Adelaide Time).
2
Access to the Online Platform
To participate in the online Meetings, visit
https://meetnow.global/ANZ2022 and click on
the JOIN MEETING NOW button one hour prior to
commencement (from 9:00am Adelaide Time).
3
Where are the Meetings held this year?
The Meetings will be held at the Adelaide Convention Centre,
Hall H, North Terrace, Adelaide South Australia.
Due to the ongoing uncertainty regarding COVID-19,
prior to attending the meetings please check our website at:
anz.com/agm and anz.com/schememeeting or contact the
Share Registry to confirm if alternative meeting arrangements
have been made.
Please call Computershare on:
T 1800 11 33 99 within Australia
T +61 3 9415 4010 outside Australia
4
If restrictions on physical gatherings are
enforced, can I attend the Meetings in person?
If restrictions on physical gatherings are enforced at the last minute,
you will not be able to attend in person. In these circumstances,
all shareholders and proxyholders who wish to participate in the
Meetings must do so virtually via the Online Platform.
5
Can I listen to the Meetings by telephone?
Yes, you can listen to the AGM and the Scheme Meeting by
telephone by dialling one of the following numbers:
CountryNumberGuest Passcode
Australia1800 173 224/1800 556 2647500882
New Zealand0800 452 794/0800 880 5857500882
Worldwide+61 7 3107 02007500882
Important Information
See question 20 regarding the process
for asking a question over the phone.
IMPORTANT NOTICE
Notice of Meeting and Proxy Forms
You will be able to request a hard copy
of the Notices of Meeting and Proxy Forms.
This will be mailed out to you as a priority.
To request a hard copy of these documents,
please call Computershare on:
T 1800 11 33 99 within Australia
T +61 3 9415 4010 outside Australia
Your completed forms must be received by
10:00am (Adelaide Time) for the AGM and
3:30pm (Adelaide Time) for the Scheme Meeting
on Tuesday, 13 December 2022.
Once completed, mail your forms with the
included reply paid envelope or Fax to:
F 1800 783 447 within Australia
F +61 3 9473 2555 outside Australia
for the Annual General Meeting and Scheme Meeting
being held on Thursday, 15 December 2022
FREQUENTLY ASKED QUESTIONS
You will not be able to ask a question using this method.
To ask a question over the phone, see question 20.
You will not be able to submit a vote using this method.

MEETING
DOCUMENTATION
6
How do I request hard copy
Notices of Meeting and Proxy Forms?
You are able to request a hard copy of the Notices of Meeting,
Proxy Forms and the Explanatory Memorandum to the Scheme
Meeting. This will be mailed out to you as a priority. Please refer
to question 16 for the deadline for returning completed Proxy Forms.
To request a hard copy of the above documents please call:
T 1800 11 33 99 within Australia
T +61 3 9415 4010 outside Australia
Once completed, mail your forms with the included
reply paid envelope or Fax to:
F 1800 783 447 within Australia
F +61 3 9473 2555 outside Australia
7
Can I update my details to receive
electronic communications?
Receiving your communications electronically is an important
way to stay informed as an ANZ shareholder.
We encourage you to take this opportunity to switch to electronic
communications. This will help us with sustainable practices that
also enable the fastest possible access to information in a secure
and cost-effective way.
Scan this QR Code to update your details
online or open your browser and go to
anz.com/easyupdate and updated your
details online.
8
How do I access the documents online?
You can access all of the documentation at anz.com/agm or
anz.com/schememeeting from Monday, 7 November 2022.
HOW DO I ACCESS THE
ONLINE PLATFORM?
9
What do I use to access and
register for the Scheme Meeting?
You can use any of the following devices with internet access to
register, vote, ask questions and watch the Meetings: a computer,
mobile device or tablet.
10
What Internet browser are compatible?
BrowserCompatible versions
Chromesupports the latest versions
Firefoxsupports the latest versions
Edgesupports the latest versions
Safarisupports the latest versions
You may also wish to consider voting and/or submitting any
questions you have prior to the Meetings. See question 16 and
question 19 on the next page for further information on how
to do this.
11
How do I register for the AGM and
Scheme Meeting?
You can log into the Online Platform using the following steps:
•Open your browser and go to: https://meetnow.global/ANZ2022
•Click on the JOIN MEETING NOW button
•To Register as a Shareholder, select ‘Shareholder’, enter your SRN or
HIN and select your country. If Australia, also enter your post code.
To register as a Proxyholder click on the link in the invitation
e-mail sent to you. Or select ‘Invitation’ and enter your invite
code provided in the e-mail.
To register as a Guest, select ‘Guest’ and enter your details.
Once logged in, the webcast will appear automatically once the
meeting has started. If the webcast does not start automatically
press the play button and ensure the audio on your computer
or device is turned on.
•To view meeting documents select the “Documents” icon
and choose the documents you wish to view.
•Icons will be displayed in different areas, depending on the
device you are using.
12
Can others see me if I participate in the
Meeting via the Online Platform?
No.

ISSUES ACCESSING THE
ONLINE PLATFORM
13
I can’t log into the Online Platform. What do I do?
Please call the following numbers:
CountryHotline
Australia03 9415 4024
New Zealand+61 3 9415 4024
Worldwide+61 3 9415 4024
14
What do I do if I am logged out of the Online
Platform during the Meeting?
You will need to re-register. Refer to question 11.
Alternatively, please call our share registry provider, Computershare
Investor Services, using the telephone numbers provided in
question 13.
15
I don’t have a (reliable) internet connection –
what are my options?
You will need to have a reliable internet connection to participate
in the Meetings via the Online Platform.
If you do not have an internet connection, or are concerned about
its reliability, we encourage you to submit your proxy appointment
and direct your proxy how to vote in advance of the Meetings, as
well as any questions you would like to ask, prior to the Meetings.
Please refer to ‘HOW DO I VOTE?’ section
for further information.
HOW DO I VOTE?
16
Appointing a proxy to vote on my behalf
You can appoint a proxy to vote on your behalf but must do so prior
to the Meetings. You can appoint a proxy either online or in writing
using the Proxy Forms, as set out in the table below.
To be effective, proxy appointments must be received by
10.00 am (Adelaide Time) for the AGM and 3:30 pm (Adelaide
Time) for the Scheme Meeting on Tuesday, 13 December 2022.
MethodHow to appoint a proxy
OnlineOpen your browser and go to:
investorvote.com.au/login
AGM (Control Nbr 131545)
Scheme Meeting (Control Nbr 131546)
In writingTo request Proxy forms –
please call Computershare on:
T 1800 11 33 99 within Australia
T +61 3 9415 4010 outside Australia
Once completed, mail your forms with the included
reply paid envelope or Fax to:
F 1800 783 447 within Australia
F +61 3 9473 2555 outside Australia
17
Can I vote during the Meetings?
You can vote during the Meetings via the Online Platform. For
detailed instructions, please refer to the Online Meeting Guide.
HOW DO I ASK A QUESTION?
18
Can I submit a question prior to the Meetings?
You can ask questions prior to the Meetings either online or in writing
using the Questions from Shareholders Forms, as set out in the
table below.
Such questions must be received by 4.30pm (Adelaide Time)
on Thursday, 8 December 2022.
MethodHow to ask a question
OnlineOpen your browser and go to:
investorvote.com.au/login
AGM (Control Nbr 131545)
Scheme Meeting (Control Nbr 131546)
using the Shareholder Question icon at the
end of the voting process or anz.com/agm and
anz.com/schememeeting – use the online form
In writingTo request hard copy Questions from Shareholders
Forms – please call Computershare on:
T 1800 11 33 99 within Australia
T +61 3 9415 4010 outside Australia
Your forms must be received by 4:30pm (Adelaide
Time) on Thursday, 8 December 2022. Mail your
forms in the included reply paid envelope or Fax to:
F 1800 783 447 within Australia
F +61 3 9473 2555 outside Australia
19
Can I ask questions during the Meetings?
Yes, you can ask questions during the Meetings in person by
walking up to the microphone at the appropriate time or via text
or over the phone.
For text questions, tap on the Q&A icon on the Online Platform and
then type your question in the chat box at the bottom of the screen
and press ‘Send’.
Questions will be read aloud during the AGM and Scheme Meeting
for the Board and Management to respond to.
For telephone questions, refer to question 20.

anz.com
Australia and New Zealand Banking Group Limited (ANZ)
ABN 11 005 357 522
20
How do I ask a question over the telephone?
Step 1:
•Please call the Share Registrar on 1800 11 33 99 or
+61 3 9415 4010 and press option 3 (ANZ Meeting Phone
conference details), to request a PIN and the conference
call number
•The lines will be open from Wednesday, 9 November 2022
•The operator will ask for your HIN/SRN and once they validate
these details they will give you a PIN and the required telephone
numbers (this will also be emailed or text to you so please
indicate your preference to the operator).
Step 2:
On the day of the Meetings, Thursday, 15 December 2022
1. Please ring the number you have been provided
2. Provide your name as per your holding and PIN when asked
by the operator
3. Once you have been verified you will be put through to the
conference line
4. To ask a question please press *1 (Star 1) on your
telephone key pad
5. The operator will ask which item number you wish to ask a
question on and you will be placed into the Questions queue
(you can still hear the meeting)
6. At the relevant time you will be introduced to ask your question.
21
What if I lose connection with the Online
Platform and miss my opportunity to ask
a question or vote?
You will need to be logged in to the Online Platform in order
to ask questions online and vote at the Meetings. If you lose
connection with the Online Platform you may miss your opportunity
to vote or ask a question.
If you are concerned about this, please consider voting and/
or submitting any questions you have prior to the AGM
and Scheme Meeting.
To rejoin the Meetings, please refer to question 14.
OTHER QUESTIONS?
22
Will there be an opportunity to meet the
Board and Management?
If you are attending the Meetings in Adelaide, South Australia you
will be able to meet with the Board and Management. Shareholders
are encouraged to ask questions of the Board and Management prior
to or during the Meetings using the methods set out in ‘HOW DO I
ASK A QUESTION?’ section.
Due to the ongoing uncertainty regarding COVID-19,
prior to attending the meetings please check our website at:
anz.com/agm and anz.com/schememeeting or contact the
Share Registry (details above) to confirm if alternative meeting
arrangements have been made.
23
How do I watch a recording after the Meetings?
A link which will allow you to watch a recording of the AGM
and Scheme Meeting will be posted on the ANZ website at
anz.com/agm and anz.com/schememeeting shortly after
the Meetings have ended.

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Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
7 November 2022
Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
AGM Proxy Form
Australia and New Zealand Banking Group Limited (ANZ) today released its Proxy Form
relating to the upcoming ANZ 2022 Annual General Meeting.
It has been approved for distribution by ANZ’s Company Secretary.
Yours faithfully
Simon Pordage
Company Secretary
Australia and New Zealand Banking Group Limited

2022 ANNUAL GENERAL MEETING – PROXY FORM
HOW TO VOTE ON ITEMS OF BUSINESS
All your securities will be voted in accordance with your proxy directions.
APPOINTMENT OF PROXY
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 your
proxy may vote or abstain as they choose (to the extent permitted by law). 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 percentage or number of securities you wish to vote in the For,
Against or Abstain box or boxes. The sum of the votes cast 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 percentage of votes or number of securities for each proxy,
otherwise each proxy may exercise half of the votes. When appointing a
second proxy write both names and the percentage of votes or number
of securities for each in Step 1 overleaf.
A proxy need not be a shareholder of the Company.
SIGNING INSTRUCTIONS FOR POSTAL 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 you have not already lodged the Power of Attorney
with the registry, please attach a certified photocopy of the Power of Attorney
to this 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 must 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. Delete titles as applicable.
PARTICIPATING IN THE AGM
Corporate Representative
If a representative of a corporate shareholder or proxy is to participate in
the meeting you will need to provide the appropriate “Appointment of
Corporate Representative”. A form may be obtained from Computershare
or online at
investorcentre.com/au and select under the help tab,
“Printable Forms”.
LODGE YOUR PROXY FORM
Lodge your proxy online at
investorvote.com.au using your secure
access information or use your mobile
device to scan the personalised QR code.
Your secure access information is
YOUR VOTE IS IMPORTANT
For your proxy appointment to be effective
it must be received by 10:00am (Adelaide
Time) Tuesday, 13 December 2022.
NEED ASSISTANCE?
Online:
investorcentre.com/contact
ONLINE
BY MAIL
BY FAX
For Intermediary Online
subscribers (custodians) go to
intermediaryonline.com
Computershare Investor Services Pty Limited
GPO Box 242
Melbourne VIC 3001
Australia
1800 783 447 within Australia or
+61 3 9473 2555 outside Australia
PLEASE NOTE: For security reasons
it is important that you keep your
SRN/HIN confidential.
Phone:
1800 11 33 99 (within Australia)
0800 174 007 New Zealand
(0870) 702 0000 United Kingdom
(+61 3) 9415 4010 (outside Australia)
!
!
Australia and New Zealand Banking Group Limited
ABN 11 005 357 522
289228_15_V2
Control Number:
SRN/HIN:

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
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.
Contact NameDateContact Daytime Telephone
( )
/ /
2022
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 2022 Annual General Meeting of ANZ (AGM or 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 2022 AGM of ANZ to be held at the Adelaide Convention Centre, North Terrace, Adelaide South Australia on Thursday, 15th December 2022
commencing at 10:00am (Adelaide Time), and at any adjournment of the AGM.
*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 4, and against items 5 and 6 (where item 6 is 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 and 4 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 and 4.
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 4, and AGAINST items 5 and 6 (where item 6 is put to the Meeting).
For Against Abstain
2 Election and Re-Election of Board Endorsed Candidates
For(a)
To elect Mr J P Smith
For(b)
To re-elect Ms S J Halton AO PSM
For(c)
To re-elect Mr P D O’Sullivan
For3
Adoption of the Remuneration Report
For4
Grant of Restricted Rights and Performance Rights to Mr S C Elliott
Against5
Amendment to the Constitution (special resolution)
Against6
Climate Risk Safeguarding (conditional resolution)
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on
your behalf and your votes will not be counted in computing the required majority on a poll.
289228A
A N Z
289228_15_V2

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Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
7 November 2022
Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
Questions from Shareholders Forms
Australia and New Zealand Banking Group Limited (ANZ) today released its Questions
from Shareholders Forms in relation to the upcoming ANZ 2022 Annual General Meeting
and Scheme Meeting.
The forms have been approved for distribution by ANZ’s Company Secretary.
Yours faithfully
Simon Pordage
Company Secretary
Australia and New Zealand Banking Group Limited

Your questions regarding any matter relating to ANZ that may be
relevant to the 2022 Annual General Meeting are important to us.
We invite you to use this form to submit any questions.
Please return it in the reply paid envelope provided or fax it to
(61 3) 8654 8886. Alternatively, you can email your questions
to investor.relations@anz.com or complete the form online
at anz.com/agm
We will attempt to respond to as many of the more frequently asked
questions as possible in the Chairman’s and Chief Executive Officer’s
addresses at the 2022 Annual General Meeting. Due to the large
number of questions we receive, we will not be replying on an
individual basis.
You will also be able to listen to the addresses made at the 2022
Annual General Meeting live by webcast on anz.com/agm
Is this a question for the Auditor? (Please tick box)
Shareholder’s Name
Address
Shareholder Reference Number (SRN) or
Holder Identification Number (HIN)
Australia and New Zealand Banking Group Limited ABN 11 005 357 522 1229 4
QUESTIONS FROM
SHAREHOLDERS
2022 ANNUAL GENERAL MEETING
Question(s)

[This page has been intentionally left blank]

QUESTIONS FROM
SHAREHOLDERS
Your questions regarding any matter relating to ANZ that may be
relevant to the 2022 Scheme Meeting are important to us.
We invite you to use this form to submit any questions.
Please return it in the reply paid envelope provided or fax it to
(61 3) 8654 8886. Alternatively, you can email your questions
to investor.relations@anz.com or complete the form online
at anz.com/schememeeting
We will attempt
to respond to as many of the more frequently
asked questions as possible in the Chairman’s address at the
2022 Scheme Meeting. Due to the large number of questions
we receive, we will not be replying on an individual basis.
You will also be able to listen to the address made at the 2022
Scheme Meeting live by webcast on anz.com/schememeeting
Shareholder’s Name
Address
Shareholder Reference Number (SRN) or
Holder Identification Number (HIN)
Australia and New Zealand Banking Group Limited ABN 11 005 357 522 1229 4
2022 SCHEME MEETING
Question(s)

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Australia and New Zealand Banking Group Limited ABN 11 005 357 522
ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008
7 November 2022
Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
Corporate Representative Form
Australia and New Zealand Banking Group Limited (ANZ) today released its Corporate
Representative Form.
It has been approved for distribution by ANZ’s Company Secretary.
Yours faithfully
Simon Pordage
Company Secretary
Australia and New Zealand Banking Group Limited

APPOINTMENT
OF CORPORATE
REPRESENTATIVE FORM
A
B
C
HOW TO COMPLETE THIS FORM
Australia 1800 11 33 99
New Zealand 0800 174 007
UK (0870) 702 0000
Outside Australia (+61 3) 9415 4010
Facsimile
1800 783 447 (within Aust)
(+61 3) 9473 2555 (outside Aust)
Internet
shareholder.anz.com
ANZ SHARE REGISTRAR
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
REVOCATIONS
ANZ will treat an appointment as revoked upon the appointer notifying ANZ in writing – written revocations should be sent to ANZ’s Share
Registrar. ANZ will also treat an appointment as revoked upon a subsequent Appointment of Corporate Representative Form being submitted,
unless otherwise specified.
SIGNATURE(S)
This Form should be signed as follows in the spaces provided:
• this Form should be signed by either 2 Directors or a Director and a Company Secretary;
•
alternatively, where the company has a Sole Director and, pursuant to the Corporations Act, there is no Company Secretary, or where the
Sole Director is also the Sole Company Secretary, that Director may sign alone.
Delete titles as applicable.
APPOINTMENT OF CORPORATE REPRESENTATIVE
This Form should be used by a corporate shareholder to appoint a representative to act at all future meetings of shareholders
of Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522 (including the upcoming Annual General Meeting and
Scheme Meeting) or any adjournments of such meetings. The Form (including any authority under which it is signed or a certified copy
of that authority) may be sent to ANZ’s Share Registrar in advance of any meeting to which it applies or submitted at the time of registration
before such meeting.
Do not use this Form to appoint the Chairman of the Meeting as your proxy.
Where a body corporate has been appointed as a proxy, this Form cannot be used by that body corporate to appoint a representative – contact
ANZ’s Share Registrar to obtain the appropriate form for use in that scenario.
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APPOINTMENT OF CORPORATE REPRESENTATIVE (Certificate pursuant to section 250D of the Corporations Act 2001)
The above named registered holder hereby certifies that:
Insert name of appointed representative is appointed as its corporate representative to act at:
the 2022 Annual General Meeting to be held on 15 December 2022 and at any adjournments of that meeting
OR
the Scheme Meeting to be held on 15 December 2022 and at any adjournments of that meeting
OR
both the 2022 Annual General Meeting and Scheme Meeting, to be held on 15 December 2022 and at any adjournment of
OR
all meetings of ANZ shareholders and at any adjournment of any such meetings.
Please state if there are any restrictions on the representative’s power:
Yes
No
If yes, please describe these restrictions
Contact name
Telephone Number – Business Hours / After Hours
SIGN HERE – THIS SECTION MUST BE SIGNED FOR YOUR INSTRUCTIONS TO BE EXECUTED
I/We authorise you to act in accordance with the instructions set out above. I/We acknowledge that these instructions supersede
and have priority over all previous instructions.
Director/Sole Director and Sole Company Secretary Director/Company Secretary Sole Director (No Company Secretary)
Day Month Year
A
B
APPOINTMENT OF CORPORATE REPRESENTATIVE
//
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4
these meetings
APPOINTMENT OF CORPORATE REPRESENTATIVE FORM