2024 Annual General Meeting Documents
ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791
11 November 2024
Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
Chairman’s letter to shareholders
ANZ Group Holdings Limited (ANZ) today released its Chairman’s letter to shareholders in relation to the
upcoming ANZ 2024 Annual General Meeting.
The letter has been approved for distribution by ANZ’s Chairman.
Yours faithfully
Simon Pordage
Company Secretary
ANZ Group Holdings Limited
ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791
Paul D O'Sullivan
Chairman
11 November 2024
Dear shareholder
2024 Annual General Meeting
On behalf of the Directors of ANZ Group Holdings Limited ("ANZ"), I confirm that ANZ's 2024 Annual
General Meeting (AGM) will be held in person on Thursday, 19 December 2024 commencing at 9:00am
(Melbourne Time) at the Melbourne Convention & Exhibition Centre.
For those shareholders who have not made an election to receive hard copy documents, electronic
copies of documents (including the Notice of AGM and an Online Meeting Guide and Frequently Asked
Questions document) are available on our website at anz.com/shareholder/centre. 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).
AGM Proxy Form
If you cannot physically attend the AGM and wish to vote, it is important that you complete and submit
your AGM proxy form (enclosed with this letter) 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 9:00am (Melbourne
Time) on 17 December 2024.
Thank you for your continued support of ANZ. We look forward to your attendance and the opportunity
to engage with you at ANZ’s 2024 AGM.
Yours faithfully
Paul D O'Sullivan
Chairman
ANZ Group Holdings Limited
---
ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791
11 November 2024
Mar
ket Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
Noti
ce of 2024 Annual General Meeting
ANZ Group Holdings Limited (ANZ) today released its Notice of 2024 Annual General Meeting.
It has been approved for distribution by ANZ's Board of Directors.
Yours faithfully
Simon Pordage
Company Secretary
ANZ Group Holdings Limited
2024
Notice of Annual
General Meeting
The ANZ 2024 Annual General Meeting (AGM or Meeting) of
ANZ Group Holdings Limited (Company or ANZ) will be held
on Thursday, 19
th
December 2024 commencing at 9:00am
(Melbourne Time) at the Melbourne Convention Centre.
ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791
Contents
Time and location of the Annual General Meeting 2
ANZ Shareholder Centre Website 3
2024 Annual Report 3
Annual General Meeting Agenda 4
How Business will be conducted at the Meeting 4
Notice of 2024 Annual General Meeting 5
Explanatory Notes 8
Appendix 15
Time and location
of the Annual General Meeting
Thursday, 19 December 2024
at 9:00am (Melbourne Time)
Melbourne Convention Centre,
Melbourne Room, Level 2,
1 Convention Centre Place, South Wharf, VIC 3006
Collins Street
Link
Entrance
Pan Pacific
Melbourne
Hotel
Melbourne Exhibition Centre
South Wharf Promenade
Yarra River
DFO Retail
Retail
Orrs Walk
Wright Walk
Rona Walk
Montague Street
Orrs Dock
Melbourne CBD
Normanby Road
Flinders Street
Village Street
Siddeley Street
Seafarers Bridge
Exhibition Centre
Loading Dock
Convention
Centre Loading
Dock
Convention Centre Place
Wurundjeri Way
Charles Grimes Bridge
Spencer Street
Clarendon Street
Melbourne
Convention
Centre
Exit
Entry
Enclosed
Link
Docklands
Central
Business District
Southern Cross
Station
Freeway
Car Park
South Wharf Retail
Car Park
O
ces
Dukes Walk
Montague Street
Lorimer Street
Entrance
Car Park
Entrance
Car Park
Entrance
Car Park
Entrance
Car Park
Entrance
Munro Street
Freeway Ramp
Freeway Ramp
Normanby Road
Polly Woodside
D6-Victoria Police Centre/
Flinders Street
_Tram 35/70/75
124A-Casino/
MCEC/Clarendon St
_Tram 12/96/106
Southbank Tram
Depot/Light Rail
_Tram 109
City Rd/Clarendon St
(South Melbourne)
_Tram 12
Clarendon St/City Rd
_Bus 234/236 109
Southern Cross
Station/Spencer Street
_Bus 237
Eighteen Pence Ln/
Lorimer St
_Bus 237
122-Southern Cross
Railway Station/Spencer St
_Tram 96
1 Spencer St/Flinders St
_Tram 35/70/75
D5–South Wharf/
Wurundjeri Way
_Tram 70/75
Flinders Street
Station
Train station
ParkingTram stop
Bus stop
Spencer St/Collins St
_Tram 12/109
2ANZ 2024 Notice of Annual General Meeting
The Melbourne
Convention Centre
The Melbourne Convention Centre is
located on the banks of the iconic Yarra
River in South Wharf. It is a short walk from
Melbourne’s central business district and
just a 20-minute drive from Melbourne
Airport. The Centre is easily accessible
by car, train, bus, taxi and on foot.
Travelling by public transport
By tram
Catch any of the following trams and
get off at the stop opposite the Clarendon
Street entrance of the Melbourne
Exhibition Centre:
Route 12 – Victoria Gardens to St Kilda
Route 96 – St Kilda to East Brunswick
Route 109 – Port Melbourne to Box Hill
Alternatively catch tram number 70 from
Flinders Street Station and get off at the
South Wharf stop. Then take a short walk
towards the Yarra River, and cross the
Seafarers Bridge. For tram timetable
information and trip planning, visit the
Public Transport Victoria website.
By train
Take any train that goes to Southern Cross
Station. Get off at Southern Cross Station
and catch tram number 12, 96 or 109.
For train timetable information and trip
planning, visit the Public Transport
Victoria website.
By bus
The SkyBus transports visitors directly
from Melbourne Airport to Southern Cross
Station. Bus route 237 operates from
Southern Cross Station to Lorimer Street
South Wharf and back. For bus timetable
information and trip planning, visit the
Public Transport Victoria website.
Travelling by car
Driving yourself
If you’re driving to the Melbourne
Convention Centre, there are five car
parks available for use.
1. Melbourne Exhibition Centre parking
1060 Undercover parking spaces are
available. Entrance and exit off Normanby
Road. Open 24 hours, seven days a week.
2. Siddeley Street parking
Open 24 hours, seven days a week.
3. Freeway parking
This car park is located at Munro Street.
You can access this car park via
Normanby Road and Munro Street.
4. South wharf parking
550 open air parking spaces are available.
Entrance off Normanby Road.
Open 24 hours, seven days a week.
5. Montague street parking
This car park is located at the corner
of Montague Street and Munro Street.
Catch a taxi
Ask the taxi driver to drop you off at
Convention Centre Place, next to the
Pan Pacific Melbourne South Wharf
and DFO South Wharf.
Melbourne Convention Centre
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.
2024 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.
2024 Annual Report
anz.com/annualreport
Important Dates
Tuesday, 17 December 2024
9:00am (Melbourne Time)
Latest time for receipt of proxy
appointments
Thursday, 19 December 2024
9:00am (Melbourne Time)
Annual General Meeting
Friday, 20 December 2024
2024 Final Dividend Payment Date
Collins Street
Link
Entrance
Pan Pacific
Melbourne
Hotel
Melbourne Exhibition Centre
South Wharf Promenade
Yarra River
DFO Retail
Retail
Orrs Walk
Wright Walk
Rona Walk
Montague Street
Orrs Dock
Melbourne CBD
Normanby Road
Flinders Street
Village Street
Siddeley Street
Seafarers Bridge
Exhibition Centre
Loading Dock
Convention
Centre Loading
Dock
Convention Centre Place
Wurundjeri Way
Charles Grimes Bridge
Spencer Street
Clarendon Street
Melbourne
Convention
Centre
Exit
Entry
Enclosed
Link
Docklands
Central
Business District
Southern Cross
Station
Freeway
Car Park
South Wharf Retail
Car Park
O
ces
Dukes Walk
Montague Street
Lorimer Street
Entrance
Car Park
Entrance
Car Park
Entrance
Car Park
Entrance
Car Park
Entrance
Munro Street
Freeway Ramp
Freeway Ramp
Normanby Road
Polly Woodside
D6-Victoria Police Centre/
Flinders Street
_Tram 35/70/75
124A-Casino/
MCEC/Clarendon St
_Tram 12/96/106
Southbank Tram
Depot/Light Rail
_Tram 109
City Rd/Clarendon St
(South Melbourne)
_Tram 12
Clarendon St/City Rd
_Bus 234/236 109
Southern Cross
Station/Spencer Street
_Bus 237
Eighteen Pence Ln/
Lorimer St
_Bus 237
122-Southern Cross
Railway Station/Spencer St
_Tram 96
1 Spencer St/Flinders St
_Tram 35/70/75
D5–South Wharf/
Wurundjeri Way
_Tram 70/75
Flinders Street
Station
Train station
ParkingTram stop
Bus stop
Spencer St/Collins St
_Tram 12/109
3
Annual General
Meeting Agenda
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.
Thursday,
19 December 2024
8:00am (Melbourne Time)
Registration opens
Please bring your proxy form with you
as it will assist with your registration.
8:15am (Melbourne Time)
Refreshments served
9:00am (Melbourne Time)
Annual General Meeting commences
• Welcome to shareholders –
Chairman
• Chairman’s presentation
• Chief Executive Officer’s
presentation
• Items of Business
Asking questions in person
Shareholders as a whole will have a
reasonable opportunity at the Meeting
to ask questions and make comments
including regarding the management
of the Company and the Remuneration
Report as well as to ask questions of
the Company’s External Auditor, KPMG.
Asking questions online
during the meeting
Shareholders who are unable to attend
the Meeting may ask a question online
via the online AGM platform. To ask a
question via the online AGM platform,
shareholders will need a computer or
smartphone/tablet device with internet
access and to visit https://meetnow.
global/ANZ2024. When logging onto
the online AGM platform on the morning
of the AGM, shareholders will need to
provide details (including SRN or HIN) to be
verified as a shareholder. For Proxyholders,
a login will be provided to you by
Computershare.
More information about how to use
the online AGM platform to ask written
questions online during the AGM is
available in the Online Meeting Guide &
Frequently Asked Questions document,
which has been lodged with ASX and is
available at anz.com/agm.
Moderation of questions
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
questions 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;
• shareholders should not ask questions
at the AGM relating to any matters that
are personal to the shareholder or
commercial in confidence; and
• questions or comments that include
defamatory or offensive language or
concepts will not be answered.
Pre-submitting questions
Shareholders are encouraged to register
questions in advance of the AGM.
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 133945).
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. However, there may not be sufficient
time available at the Meeting to address
all of the questions raised.
Individual responses will not be sent to
shareholders.
Written questions, including questions
for the External Auditor, must be received
by the Company by 5:00pm (Melbourne
Time) on 12 December 2024, and can
be submitted online, by mail, or email as
set out on the top of the Questions from
Shareholders Form. The External Auditor
is not obliged to provide written answers.
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.
We have arranged for photographs to be
taken at the AGM. If you attend the AGM,
you may be included in photographs or
the webcast recording.
For the safety and security of all those
present at the AGM, personal cameras
and recording devices are not permitted.
Shareholders can also watch an archived
recording of the webcast after the AGM
at anz.com/agm.
Voting options for the Meeting
Shareholders have the option to vote on
resolutions at the Meeting by:
• appointing a proxy or attorney to vote
on your behalf at the Meeting by
9:00am (Melbourne Time) on Tuesday,
17 December 2024; or
• voting in person at the Meeting.
Shareholders will not be able to vote via
the online AGM Platform during the
Meeting. Further information on voting at
the AGM is set out in the Notice of AGM.
4ANZ 2024 Notice of Annual General Meeting
Notice of 2024
Annual General Meeting
Notice is given that the
2024 Annual General
Meeting of the Company
will be held on Thursday,
19 December 2024
commencing at 9:00am
(Melbourne Time) at
Melbourne Convention
Centre.
Business
1. Annual reports
To receive and consider the Financial
Report and the Reports of the Directors
and of the Auditor for the year ended
30 September 2024.
2. Election and re-election of
Board Endorsed candidates
(a) To elect Mr S A St John
To consider, and if thought fit, to pass
the following resolution as an ordinary
resolution:
“That Mr Scott Andrew St John be
elected as a director of the Company”.
Mr St John was appointed by the Board
after the date of the 2023 Annual
General Meeting, retires in accordance
with Rule 3.2 of the Company’s
Constitution and, being eligible, offers
himself for election.
(b)
To elect Mr R B M Gibb
To consider, and if thought fit, to pass
the following resolution as an ordinary
resolution:
“That Mr Richard Boyce Massey Gibb
be elected as a director of the Company”.
Mr Gibb was appointed by the Board
after the date of the 2023 Annual
General Meeting, retires in accordance
with Rule 3.2 of the Company’s
Constitution and, being eligible,
offers himself for election.
(c)
To re-elect Ms C E O’Reilly
To consider, and if thought fit, to pass
the following resolution as an ordinary
resolution:
“That Ms Christine Elizabeth O’Reilly
be re-elected as a director of the
Company”.
Ms O’Reilly is retiring in accordance with
Rule 3.5 of the Company’s Constitution
and, being eligible, offers herself for
re-election.
3. Adoption of the
Remuneration Report
To consider and, if thought fit, to pass
the following as an ordinary resolution:
“That the Remuneration Report for the
financial year ended 30 September
2024 be adopted.”
The vote on this resolution is advisory
only and does not bind the Company.
A Voting Restriction applies in respect
of this resolution.
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.”
A Voting Restriction applies in respect
of this resolution.
5. Resolution requisitioned by
members - Amendment to
the Constitution
The following proposed resolution has
been requisitioned under section 249N
of the Corporations Act.
1
The 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: “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 Chair 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.
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 Chair of the Meeting
intends to vote undirected proxies
against item 5.
1. The resolution was requisitioned by a group of shareholders holding approximately 0.01% of the Company’s ordinary shares on issue.
5
6. Resolution requisitioned by
members - Transition Plan
Assessments (conditional item)
Condition for item 6: This resolution
will only be put to the Meeting if at least
75% of the votes validly cast on item 5
are in favour of 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. Noting our
company’s expectation that customers
in the ‘energy sector’ have a transition
plan in place by October 2025,
2
shareholders request further
disclosure addressing:
1. Whether ANZ will require all ‘fossil
fuel companies’
3
to have climate
transition plans in place by October
2025 in order for ANZ to provide
‘new financing’;
4
and
2. Whether and how ANZ will assess
such transition plans for credible
alignment with the 1.5°C goal of the
Paris Agreement.
5
”
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 Chair of the Meeting
intends to vote undirected proxies
against item
5
.
Voting Restrictions
Voting restrictions for item 3
(adoption of the Remuneration
Report)
ANZ will disregard any votes cast on the
resolution in item 3:
• by, or on behalf of, a member of ANZ’s
Key Management Personnel (KMP)
named in the Remuneration Report for
the financial year ended 30 September
2024 or their closely related parties
(regardless of the capacity in which the
vote is cast); or
• as a proxy by a person who is a member
of ANZ’s KMP at the date of the Meeting
or their closely related parties,
unless the vote is cast as proxy for a
person entitled to vote on the resolution
in item 3:
• in accordance with the directions on
the Proxy Form; or
• by the Chair of the Meeting pursuant
to an express authorisation to exercise
the proxy even though the resolution in
item 3 relates to the remuneration of
A N Z ’s K M P.
Voting restrictions for item 4
(grant of restricted rights and
performance rights to Mr S C Elliott)
ANZ will disregard any votes cast on the
resolution in item 4:
• in favour of the resolution by or on
behalf of Mr Elliott or any of his
associates, regardless of the capacity
in which the vote is cast; or
• as a proxy by a person who is a
member of ANZ’s KMP at the date of
the AGM or their closely related parties,
unless the vote is cast on the resolution
in item 4:
• as proxy or attorney for a person entitled
to vote on the resolution in accordance
with a direction given to the proxy or
attorney to vote on the resolution in
that way; or
• by the Chair of the Meeting as proxy
for a person entitled to vote on the
resolution, pursuant to an express
authorisation to exercise the proxy
as the Chair decides; or
• by 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 section
200E of the Corporations Act, ANZ will
disregard any votes cast on the resolution
in item 4 by or on behalf of Mr Elliott or any
of his associates, regardless of the
capacity in which the vote is cast, unless
the vote is cast as a proxy appointed in
writing, that specifies how the proxy is to
vote on the resolution, and it is not cast
on behalf of Mr Elliot or his associates.
Express authorisations of
Chair of the Meeting
If you do not name a proxy in the Proxy
Form or your named proxy does not
register to attend the AGM, the Chair of
the Meeting will become your proxy by
default. If your named proxy registers to
attend the AGM but does not vote on a
poll in accordance with your instructions
on an Item, the Chair of the Meeting will
become your proxy for that Item. In this
case, the Chair of the Meeting must vote
your proxies in accordance with your
instructions on the Item.
If you appoint the Chair of the Meeting as
your proxy, or the Chair of the Meeting is
appointed as your proxy by default, and
you do not mark a voting box for the
resolutions in Items 3 or 4, then by
submitting the proxy appointment you
expressly authorise the Chair of the
Meeting to exercise the proxy in respect
of the relevant Item as they decide, even
though the Item is connected with the
remuneration of one or more of the
Company’s KMP.
1. The resolution was requisitioned by a group of shareholders holding approximately 0.01% of the Company’s ordinary shares on issue. 2. Per ANZ 2024 ‘Energy Customer Approach’
www.anz.com.au/content/dam/anzcomau/about-us/ANZ-2024-Energy-Customer-Approach.pdf): “The energy sector includes integrated oil and gas companies involved in exploration,
development and refining as well as low carbon energy solutions, thermal coal mining, and integrated power utility companies such as renewable energy and coal.” 3. As defined in
Science-Based Targets Initiative Financial Institutions Near-Term Criteria Version 2.0 (https://sciencebasedtargets.org/resources/files/Financial-Institutions-Near-Term-Criteria.pdf)
4. Defined as: The provision of new corporate lending, project finance or trade finance to a customer, including the refinancing of existing facilities, and the arranging or underwriting
of capital markets transactions to a customer. 5. Criteria for determining climate transition plan credibility include, but are not limited to: • Short, medium-and long-term scope 1, 2 and 3
emission reduction targets; • Strategies (including capital expenditure plans) to align with those targets; and • No unreasonable reliance on emissions offsets or negative emissions technology.
See, for example: • Climate Action 100+ Net Zero Company Benchmark (https://www.climateaction100.org/net-zero-company-benchmark/) • IGCC Corporate Climate Transition Plans
Guide (https://igcc.org.au/wp-content/uploads/2022/03/IGCC-corporate-transition-plan-investor-expectations.pdf)
6ANZ 2024 Notice of Annual General Meeting
Simon Pordage
Company Secretary
Melbourne, 11 November 2024
Undirected proxies
The Chair of the Meeting intends to vote
undirected proxies (where appropriately
authorised, having regard to the Voting
Restrictions described previously) in favour
of the resolutions in items 2, 3 and 4 and
against the resolutions in 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.
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 7:00pm
(Melbourne Time) on Tuesday,
17 December 2024.
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. If the appointment does not
specify the proportion or number of votes
each proxy may exercise, each proxy may
exercise half of the shareholder’s votes.
Shareholders may lodge their Proxy
Form in one of the following ways:
• electronically by visiting
investorvote.com.au
. For Intermediary
Online subscribers only (custodians),
visit intermediaryonline.com.
• by post at the following addresses
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
• by fax to facsimile number 1800 783
447 (within Australia) or (+61 3) 9473
2555 (outside Australia).
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.
(i.e. before 9:00am (Melbourne Time)
Tuesday, 17 December 2024).
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 their 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 (that is, before 9:00am (Melbourne
Time) Tuesday, 17 December 2024).
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.
Explanatory Notes
The Explanatory Notes that follow forms
part of the Notice of Meeting, and is an
important document and should be read
carefully by all shareholders.
By Order of the Board
7
Item 1 – Annual Reports
In accordance with section 317 of the
Corporations Act 2001 (Cth) (Corporations
Act), the Financial Report and the reports
of the Directors and the Auditor for the
financial year ended 30 September 2024
will be laid before the Meeting.
A copy of the Company’s 2024 Annual
Report, including the Financial Report and
the Reports of the Directors and of the
Auditor for the year ended 30 September
2024, can be found on the Company’s
website at anz.com/annualreport.
Shareholders are not required to vote on
this Item, but shareholders will be given a
reasonable opportunity as a whole to ask
questions and make comments on these
reports or about the management of ANZ.
ANZ’s auditor will also be present at the
Meeting. Shareholders as a whole will be
given a reasonable opportunity to ask the
auditor questions about the conduct of
the audit, the preparation and content
of the Auditor’s Report, the accounting
policies adopted by ANZ in relation to the
preparation of the Financial Statements,
and the independence of the auditor in
relation to the conduct of the audit.
Item 2 – Election and
re-election of Board
endorsed candidates
The details of the Board endorsed
candidates that are standing for election
and re-election as Directors are set out
below. Mr St John, Mr Gibb and Ms O’Reilly
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 can be found in the
2024 Corporate Governance Statement
at anz.com/annualreport
.
Item 2(a) To elect Mr S A St John
Mr Scott Andrew St John
BCom
Independent Non-Executive Director,
appointed in March 2024. Mr St John
(Scott) is a member of the Audit
Committee, Risk Committee, Ethics,
Environment, Social and Governance
Committee and Nomination and Board
Operations Committee.
Career
Scott has deep business experience,
particularly in financial markets.
Scott is a former long-term CEO of First
NZ Capital (now Jarden), and is the Chair
of Mercury NZ Limited and serves on the
Board of the NEXT Foundation. He was
Chancellor of the University of Auckland
from 2017 to June 2021, having also been
a member of the University Council from
2009. Scott was also a member of the
Capital Markets Development Taskforce,
the Financial Markets Authority
Establishment Board and the Security
Industry Association, which he chaired.
The Board considers Scott to be
independent.
The Board considers that Scott’s deep
business experience, particularly in
financial markets, supports his election.
Relevant other directorships
Chairman: ANZ Bank New Zealand
Limited (from 2024, Director from 2021)
and Mercury NZ Limited (from 2024,
Director from 2017).
Director: the NEXT Foundation (from 2017).
Relevant former directorships held
in last three years include
Former Chairman: Fisher & Paykel
Healthcare Corporation Limited
(2020-2024, Director from 2015).
Former Director: Fonterra Co-operative
Group Limited (2016-2024).
Board Recommendation: The Board (with
Mr Scott St John abstaining) recommends
that shareholders vote in favour of the
election of Mr Scott Andrew St John.
Item 2(b) To elect Mr R B M Gibb
Mr Richard Boyce Massey Gibb
Mcom, BEc
Independent Non-Executive Director,
appointed in February 2024. Mr Gibb
(Richard) is Chair of the Risk Committee
and a member of the Audit Committee,
Digital Business and Technology
Committee and Nomination and
Board Operations Committee.
Career
Richard has had a long and distinguished
career in the financial services industry
working for several major global banks.
Richard’s most recent role was Chief
Executive of Credit Suisse Australia from
2019 to 2024. Prior to that he held
business leadership roles at Deutsche
Bank in New York, London and Hong
Kong. Previously he worked at Merrill
Lynch for over a decade advising financial
institution and financial sponsor clients.
The Board considers that Richard’s
extensive global banking experience will
further strengthen the banking experience
on the Board.
The Board considers Richard to be
independent.
Relevant other directorships
N/A
Relevant former directorships
held in last three years include
Former Director: Credit Suisse (Australia)
Limited (2019-2024).
Board Recommendation: The Board (with
Mr Richard Gibb abstaining) recommends
that shareholders vote in favour of the
election of Mr Richard Boyce Massey Gibb.
Item 2(c) To re-elect
Ms C E O’Reilly
Ms Christine Elizabeth O’Reilly
BBus
Independent Non-Executive Director,
appointed in November 2021. Ms O’Reilly
was elected in 2021. Ms O’Reilly (Christine)
is Chair of the Audit Committee and is a
member of the Risk Committee, People &
Culture Committee and Nomination and
Board Operations Committee.
Career
Christine is a highly experienced non-
executive director, having served on the
boards of a number of Australia’s leading
companies. She has also held executive
roles in the infrastructure and financial
services industries. This includes being
CEO of GasNet Australia and Co-Head
of Unlisted Infrastructure Investments
at Colonial First State Global Asset
Management and follows an early career
including investment banking and audit
experience at Price Waterhouse.
The Board considers Christine to be
independent.
Explanatory notes
8ANZ 2024 Notice of Annual General Meeting
Relevant other directorships
Chairman: Australia Pacific Airports
Corporation (from 2024).
Director: Norfina Limited (Suncorp Bank)
(from 2024), BHP Group Limited (from 2020)
and Infrastructure Victoria (from 2023).
Relevant former directorships
held in last three years include
Former Director: Medibank Private
Limited (2014-2021), The Baker Heart &
Diabetes Institute (2013-2023) and
Stockland (2018-2024).
Board Recommendation: The Board
(with Ms Christine O’Reilly abstaining)
recommends that shareholders vote in
favour of the re-election of Ms Christine
Elizabeth O’Reilly.
Item 3 – Adoption of the
Remuneration Report
As required by the Corporations Act, the
Board presents the Remuneration Report
for the financial year ended 30 September
2024, 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 policies, and
the Company’s performance; and
• remuneration details for KMP (including
the Directors of the Company) for the
period ended 30 September 2024.
The Remuneration Report, which is part
of the 2024 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.
The vote on this Item is advisory only and
does not bind the Directors or the Company.
Nevertheless, the Board will take into
account the outcome of the vote when
considering the Company’s future
remuneration arrangements.
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 the resolution in 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 2025
variable remuneration.
Long Term Variable Remuneration (LTVR)
is structured to provide material weight to
non-financial measures in line with APRA’s
Prudential Standard CPS 511 Remuneration,
with delivery as 50% LTVR restricted rights
(prior to the pre grant assessment) and
50% LTVR performance rights.
Following completion of the 2025
LTVR pre grant assessment, the Board
determined that the 2025 LTVR restricted
rights (50% of full LTVR opportunity)
should be awarded at 90% of full
opportunity to Mr Elliott due to risk
considerations. Accordingly, for the 2025
grant, Mr Elliott’s LTVR will be delivered as:
• 47% LTVR restricted rights – with a pre
vest assessment of non-financial
measures; and
• 53% 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:
• 2025 LTVR, delivered in the form of 47%
restricted rights and 53% performance
rights, with a combined current face
value LTVR opportunity of A$3,206,250
(95% of full opportunity which equates
to 128.25% of fixed remuneration).
• 2025 LTVR will be deferred over four to
six years with a two-year exercise
period post the end of the relevant
deferral period
1
.
• The restricted rights:
– have been subject to a pre grant
assessment by the Board which
determined that the restricted rights
award should be made at 90% of full
opportunity due to risk considerations
– this adjustment formed part of a
holistic assessment (i.e., including
consideration of risk adjustments
impacting Short Term Variable
Remuneration (STVR)), to ensure
a proportionate collective impact
for the non-financial risk matters
contributing to the additional
capital overlay; 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 a
time weighted Cost of Capital (CoC)
target over the four-year performance
period, with nil vesting below the
threshold target, 50% vesting at the
threshold target, and increasing to
100% at the full vesting target (i.e.,
150% of threshold target).
• 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 2024
and ends four years later on
30 September 2028.
• 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 conditions). The holding
period commences the day after the
end of the four-year performance
period and finishes on the fourth,
fifth or sixth anniversary of grant.
• The deferral period is the sum of the
four-year performance period and the
applicable holding period.
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.
1. Deferral period = performance period + holding period.
9
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 terms of the grant, including 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 prior to
vesting. 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 19 December 2024 (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 full LTVR opportunity
by two and applying the pre grant
assessment to 50% of the full opportunity
to determine the restricted rights award
value. The remaining 50% of the full
opportunity determines the performance
rights award value. This results in the
current face value LTVR opportunity of
$3,206,250.
• The restricted rights award value (i.e.,
$1,518,750) 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
2024, i.e., the start of the four-year
performance period – which was
$30.55. 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
~ 4 year deferral16,405
~ 5 year deferral16,405
~ 6 year deferral16,902
Total restricted
rights
49,712
• 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) $30.55. 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
~ 4 year deferral13,671
~ 5 year deferral13,671
~ 6 year deferral14,085
Sub total41,427
Performance
rights absolute
CAGR TSR
tranches
~ 4 year deferral4,557
~ 5 year deferral4,557
~ 6 year deferral4,695
Sub total13,809
Tot a l
performance
rights
55,236
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 24 – 18 Dec 28)
1 Oct 24 – 30 Sep 28
1 Oct 28 – 18 Dec 2819 Dec 28
~ 5 year deferral (1 Oct 24 – 18 Dec 29)1 Oct 28 – 18 Dec 2919 Dec 29
~ 6 year deferral (1 Oct 24 – 18 Dec 30)1 Oct 28 – 18 Dec 3019 Dec 30
10ANZ 2024 Notice of Annual General Meeting
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 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 are expected to/or
have 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.,
regarding 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, Macquarie Group Limited, National
Australia Bank Limited, Standard
Chartered PLC 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.
ANZ has utilised an LTVR absolute CAGR
TSR performance metric since 2015.
This is an internal hurdle focused on ANZ
achieving or exceeding a threshold level of
growth that is set by the Board at the start
of the performance period.
The Board reviews and approves the
absolute CAGR TSR targets for each
performance rights award. When
determining the targets, the Board
references ANZ’s assessed CoC.
ANZ updated its absolute CAGR TSR
model from the 2024 award to reflect
a dynamic (rather than a static) target
for CoC. The TSR hurdle is now based on
the time weighted CoC over the four-year
performance period. Therefore, the CAGR
TSR target will be adjusted on a time
weighted basis unless the Board applies
discretion not to adjust.
Any CoC changes approved by the
Board throughout the performance
period are prospective only (i.e., reflect
current market factors) and will form
part of the dynamic CAGR TSR target
calculation. This approach further
strengthens executive and shareholder
alignment as the target is more responsive
to future changes in both the interest
rate cycle and ANZ’s risk profile. This only
applies to awards from 2024 (no impact
to prior awards).
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 approved
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 based on the
time weighted CoC over the four-year
performance period. The Board will review
and approve any changes to the CoC
on a quarterly basis throughout the
performance period, based on the output
from the Capital Asset Pricing Model
(CAPM) methodology (which takes into
consideration the risk-free bond rate, the
market risk premium and the beta – i.e.,
the volatility of ANZ’s historical share price
relative to the market). The Board will also
approve the level of vesting (if any) at the
end of performance period based on the
time weighted CoC. 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
If the absolute
Compound Annual
Growth Rate TSR
of the company:
The percentage of
performance rights
which will vest is:
Does not reach the
threshold
0%
Reaches the
threshold (currently
9.75%)
50%
Exceeds the
threshold but does
not reach the full
vesting level (i.e.
150% of threshold)
Progressive
pro-rata vesting
between 50% and
100% (on a straight
line basis)
Reaches or
exceeds 150% of
threshold (currently
14.63%)
100%
Note, based on the CoC at the start of
the performance period, the CAGR TSR
threshold is 9.75% and the full vesting
level is based on a CAGR TSR of 14.63%;
however this may be subject to change
based on the time weighted CoC over
the performance period unless the Board
exercises discretion to set it otherwise.
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 ANZ
2
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’
3
will lapse;
• Mr Elliott’s employment is terminated by
ANZ 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 ANZ 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
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.
Other information
The proposed grant of restricted rights
and performance rights to Mr Elliott, a
director of the Company, falls within Listing
Rule 10.14.1 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 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 (full opportunity).
2. ‘ANZ’ means Australia and New Zealand Banking Group Limited, the employing entity. 3. ’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.
12ANZ 2024 Notice of Annual General Meeting
Shareholders are referred to the 2024
Remuneration Report published in the
Company’s 2024 Annual Report for further
details of Mr Elliott’s remuneration.
As CEO and a director of the Company,
and as approved by shareholders at AGMs
of the Company, Mr Elliott has been granted
a total of 139,764 restricted rights and,
1,157,202 performance rights under the
ANZ Share Option Plan, as part of his
remuneration as LTVR, as follows:
Grant
date
Number of
restricted
rights granted
%
vested
%
lapsed
15 Dec 2273,145To be
confirmed post
vesting dates
21 Dec 2366,619
Tot a l139,764
Grant
date
Number of
performance
rights granted
%
vested
%
lapsed
17 Dec 15
4
159,57321.8% 78.2%
16 Dec 16150,4820% 100%
19 Dec 17143,29443.3% 56.7%
19 Dec 18110,36551.6% 48.4%
17 Dec 19168,0660%100%
16 Dec 20159,308
To be
confirmed post
vesting dates
16 Dec 21126,353
15 Dec 2273,143
21 Dec 2366,618
Tot a l1 , 1 5 7, 2 0 2
No amount was or is payable by Mr Elliott
at grant or on vesting for the above
restricted rights and/or 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.
If shareholder approval is obtained, the
value of the approved termination benefits
in this resolution will be disregarded when
calculating Mr Elliott’s termination benefits
cap for the purpose of subsection 200F(2)
(b) or subsection 200G(1)(c) of the
Corporations Act.
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;
• any other factors that the Board
determines to be relevant when
exercising its discretions;
• 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
on the terms above is appropriate and is
in the best interests of the Company and
its shareholders, as the grant strengthens
the alignment of Mr Elliott’s interests with
shareholders, and the performance rights
provide a strong link between the reward for
Mr Elliott’s performance and total shareholder
returns over the next four to six 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 (with Mr Elliott
abstaining) recommends that
shareholders eligible to do so vote in
favour of the resolution in item 4.
4. Grant approved by shareholders at the 2015 AGM in anticipation of Mr Elliott’s appointment as a director and CEO becoming effective on 1 January 2016.
13
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.
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 Board respects the rights of
shareholders to express their views and to
seek to amend the Company’s Constitution;
however, the Board does not consider the
proposed amendment to the Company’s
Constitution to be in shareholders’ best
interests and recommends that
shareholders vote against it.
Shareholders have a number of existing
avenues for engaging with the Company
through which they can provide feedback
or raise issues or concerns. These include
through direct engagement with the
dedicated Investor Relations team and the
ESG team on sustainability matters, and at
general meetings of the Company, by
asking or submitting questions, distributing
members’ statements under the
Corporations Act, and choosing whether to
support the election or re-election of
Directors and other resolutions. Importantly,
shareholders already have a statutory right
to put resolutions to general meetings of
the Company.
Outside of these avenues, the Company
regularly engages with shareholders and
other stakeholders to gain insights into their
differing perspectives on the Company’s
operations. This includes senior executives
and, where appropriate Directors, meeting
with shareholders and special interest
groups to seek their views on matters
affecting the Company and communities in
which we operate.
The Company operates in 29 countries
across a complex financial services
landscape. Under the law and the Company’s
Constitution, the Board is responsible for
overseeing the business of the Company
and the Company’s governance structures
have been established to facilitate that line
of sight. It is important that the Board has
clear authority to make decisions in the
best interests of the Company and
shareholders as a whole by exercising
business judgment about the business and
affairs of the Company. The Board is
concerned that the proposed constitutional
amendment may result in general meetings
being dominated by special interest
resolutions that focus on a single issue and
adversely affect the ability of other
shareholders to be heard on issues relevant
to them.
The Board does not believe that the
constitutional amendment proposed will
improve the ability for shareholders as a
whole to provide feedback on how the
Company is managed.
Board Recommendation: Having regard to
the matters set out above, the Board does
not consider the proposed resolution to be
in the best interest of the Company and
shareholders as a whole. Therefore, the
Board recommends that shareholders vote
against the proposed resolution in item 5.
Item 6 – resolution
requisitioned by members –
Transition Plan Assessments
(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
ANZ firmly believes that climate change is
a risk that needs to be managed now.
That’s why supporting our large business
customers to reduce their emissions is a
key feature of our Climate and Environment
Strategy. We expect the path to net zero will
look different for different sectors: some
customers may experience increases in
emissions while they invest in new
operations or businesses to enable
sustained decarbonisation. Understanding
the complexities and challenges our
customers face will enable us to better
engage with them and support them
to transition.
One of the ways we seek to support our
large business customers to reduce their
emissions is through our Large Emitters
Engagement Program (LEEP). Launched on
1 October 2023, engagement with our
LEEP customers has to date focused on our
100 largest emitting customers and
customers with Safeguard Mechanism
facilities, in each case with significant credit
limit thresholds. We will expand our
engagement to the next cohort of LEEP
customers during the 2025 financial year.
Our 2024 Climate-related Financial
Disclosures Report, available at
anz.com/esgreport, explains how our
LEEP customers are selected.
We encourage and support our LEEP
customers to continually improve their
transition plans, recognising that the
journey to net zero by 2050 is not ‘set
and forget’ – every improvement matters.
We have been clear about our expectations
of LEEP customers’ transition plans: we
consider whether the customer has
disclosed intermediate targets covering
scope 1 and 2 emissions that are aligned
with the temperature goals of the Paris
Agreement, whether they have committed
to net zero by 2050 and whether they have
clear plans to achieve their targets, with
strong governance and public reporting.
We encourage our LEEP customers to
obtain at least limited third party assurance
of emissions performance and targets.
However, we understand that having a
transition plan is not enough in itself –
that’s why we have increased our focus
on how LEEP customers are progressing
in achieving their emissions reduction
targets, as well as the trajectory of their
transition journey relative to our
expectations. This allows us to focus on
where we can have the greatest impact
by prioritising engagement with customers
that have momentum and capacity to
meet our expectations.
Our customer engagement is not limited
to LEEP. Since 2018, we have been
engaging with our Institutional energy
customers, being large business customers
that are thermal coal miners and customers
involved in oil and gas, and electricity
generation, and we have higher
expectations of them given this sustained
engagement. In addition to meeting the
expectations we have for our LEEP
customers, by end 2025 we expect
our Institutional energy customers to
disclose: material scope 3 emissions and
progress towards reducing those
14ANZ 2024 Notice of Annual General Meeting
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 items 5 and 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.
Typically, unless a 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 – Transition Plan
Assessments
ANZ is Australia’s biggest funder of fossil
fuels, having loaned over $20 billion to the
industry since the Paris Agreement.
1
ANZ’s continued financing of fossil fuel
expansion – more than any other
Australian bank – undermines its
commitments to the 1.5°C target of the
Paris Agreement and net zero global
emissions by 2050. This conduct and
ANZ’s severely inadequate fossil fuel
finance policies have seen the bank
increasingly becoming an outlier in
the sector, exposing the company to
heightened climate-related financial,
legal, regulatory and reputational risks.
ANZ’s policy settings and fossil fuel
finance activity are significantly out of step
with international and domestic peers. For
example, consistent with international best
practice, Commonwealth Bank announced
in August that it has already made the
decision to no longer finance oil and gas,
metallurgical coal mining, or coal-fired
power generation customers that lack
transition plans aligned with the
Paris Agreement.
2
For ANZ to meet its climate commitments,
and the expectations of regulators,
investors and broader stakeholders, the
bank must require all fossil fuel customers
to produce credible transition plans
before it will provide those customers
with new finance.
Financing fossil fuel expansion
The gaps in ANZ’s current policy have
enabled our company to continue
providing billions to fossil fuel expansion,
which undermines the Paris goals.
The Intergovernmental Panel on Climate
Change has confirmed projected
emissions from the planned lifetimes of
existing fossil fuel infrastructure would
significantly exceed the carbon budget
remaining to limit global warming to 1.5°C.
3
The International Energy Agency
concluded in 2021 that reaching net zero
emissions by 2050 means no new or
expanded coal mines and no new oil and
gas fields should be approved,
4
largely
reiterating this finding in 2022
5
and 2023
6
.
Appendix
1. https://www.marketforces.org.au/campaigns/banks/banking-climate-failure/ 2. https://www.marketforces.org.au/
commbank-2024-climate-report/ 3. https://www.ipcc.ch/report/sixth-assessment-report-working-group-3/
4. https://www.iea.org/reports/net-zero-by-2050 5. https://www.iea.org/reports/world-energy-outlook-2022
6. https://www.iea.org/reports/net-zero-roadmap-a-global-pathway-to-keep-the-15-0c-goal-in-reach
emissions, and the extent to which their
company strategy, targets and planned
capital expenditure are aligned with the
Paris Agreement goal of limiting global
temperature increases to well below
2°C and striving for 1.5°C. We continue to
expect Institutional energy customers to
achieve a ‘mature’ phase in their transition
plans by end 2025 or improve sufficiently
towards this – otherwise we may reduce
our support. This may mean that we
decline to participate in new lending
opportunities, reduce limits available to the
customer or selldown existing exposures.
Beyond our customer engagement,
we have set sectoral pathways to guide
our decision-making for customers in
higher-emitting sectors. To date, we have
set pathways and financed emissions
reduction targets for eight sectors,
including power generation, thermal coal,
and oil and gas. Our targets are based on
science-based scenarios to limit global
temperature increases to 1.5°C, with the
exception of our large-scale commercial
buildings target, which is based on the
best available Paris-aligned scenario
when it was set. Our 2024 Climate-
related Financial Disclosures Report
indicates that we are on-track to achieve
our 2030 financed emissions reduction
targets for power generation, thermal
coal, and oil and gas.
Our lending policies also guide our
approach to Institutional energy customers.
These include policies that: phase out
direct lending
5
to thermal coal miners and
coal-fired power stations by end 2030;
preclude directly financing new or
expanded upstream oil and gas projects;
preclude onboarding new to bank
upstream oil and gas customers and
providing lending to new to bank
customers that derive more than 10%
revenue or installed capacity or generation
from thermal coal; and reduce our
exposure to upstream oil and gas
customers by 40%. Our 2024 Climate-
related Financial Disclosures Report,
available at anz.com/esgreport, explains
the timing and scope of these policies.
Board Recommendation: Having
regard to the complexities set out
above as well as the disclosures made in
relation to these matters, the Board does
not consider the proposed resolution to
be in the best interests of the Company
and shareholders as a whole.
Therefore, the Board recommends that
shareholders vote against the proposed
resolution in item 6.
5. ‘Direct lending’ or ‘direct financing’ is financing
that has a direct nexus to an asset, such as limited
recourse project financing or a ‘use-of-proceeds’ or
‘project-related’ corporate loan. It does not include
general corporate purpose lending.
15
The UN-convened Net Zero Banking
Alliance, of which ANZ is a member, has
also categorically stated it “does not support
the financing of fossil fuel expansion.”
7
Yet in 2023 alone ANZ loaned $903 million
to companies involved in fossil fuel
expansion, almost five times as much
as Commonwealth Bank.
8
Between 1 January 2023 and 11 October
2024, ANZ:
• Acted as a mandated lead arranger for
a $1.24 billion loan for Santos, a company
targeting FID on three new oil and gas
projects in the coming years.
9
• Arranged $784 million for coal giant
Glencore, a company that has openly
admitted to not being aligned with the
Paris Agreement.
10
• Loaned $125 million to JERA, a company
involved in several large LNG expansion
projects, including Scarborough and
Barossa.
• Loaned $50 million to APA Group, a
pipeline company developing several
new pipelines for the Beetaloo Sub-
basin, a project estimated to result in
1.1 billion tonnes of CO
2
-equivalent
over its lifetime.
11
• Participated in a $9.2 billion loan for
the world’s largest gas turbine supplier,
GE Vernova.
12
• Loaned $172 million to, and arranged
a ‘perpetual bond’ for, San Miguel
Corporation, the Philippines’ biggest
gas expander.
13
• Participated in a $4.6 billion loan to
Baker Hughes, a company supplying
LNG train systems and gas turbines to
several of the world’s largest LNG
expansion projects.
14
ANZ’s financing continues to facilitate
fossil fuel expansion that is incompatible
with global climate goals the bank claims
commitment to.
Further disclosure required
ANZ’s current disclosures relating to
climate transition plan (CTP) expectations
are the weakest of Australia’s big four
banks, and lack critical detail regarding
implementation in three key areas:
assessment criteria, scope of application
and impact on financing decisions.
ANZ is the only major Australian bank
that will not require scope 3 emissions
reductions targets when assessing CTPs,
despite scope 3 typically accounting for
90% of upstream fossil fuel companies’
emissions.
15
The scope of fossil fuel clients ANZ
will require to produce a CTP by October
2025 is also unacceptably narrow,
16
exempting clients pursuing expansion
in critical fossil fuel sub-sectors such
as metallurgical coal mining, gas-fired
power generation, and midstream oil
and gas infrastructure.
ANZ is the only big four Australian bank
that will not require a CTP from clients it
provides capital markets services for,
despite ANZ arranging $873 million worth
of bonds for companies pursuing fossil
fuel expansion in 2023.
17
ANZ has disclosed that “new lending”
for oil and gas customers after October
2025 will be dependent on meeting
transition plan expectations,
18
but without
a requirement to have Paris-aligned scope
3 emissions reduction targets, oil and
gas customers will likely be able to
secure finance from ANZ while pursuing
expansion projects that are dangerously
misaligned with the bank’s climate
commitments.
Regulatory and legal risk
As Australia’s biggest funder of fossil fuels,
ANZ may face increasing legal and
regulatory scrutiny over the misalignment
between its financing decisions and its
climate commitments.
Australian misleading and deceptive
conduct law requires companies to have
a reasonable basis for making climate-
related statements, including net zero
commitments.
19
Regulatory enforcement on greenwashing
has seen some companies fined several
million dollars for misconduct.
20
ASIC Chair
Joe Longo has stated “net zero statements
and targets, that were either made without
a reasonable basis or that were factually
incorrect” are a common form of
misconduct identified by the regulator.
21
As stated by the chair of a UN High-Level
Expert Group focused on corporate net
zero claims: “Non-state actors cannot
claim to be net zero while continuing to
build or invest in new fossil fuel supply.”
22
Without disclosing a comprehensive and
credible approach to ensuring its fossil fuel
customers are aligned with a 1.5°C warming
pathway, ANZ does not have a reasonable
basis for its commitments to the Paris
Agreement and net zero emissions by
2050, leaving the bank open to
greenwashing challenges.
This resolution presents an opportunity
for ANZ to address these risks and meet
the standards set by international and
domestic peers.
We urge shareholders to vote in favour
of this resolution.
7. https://www.unepfi.org/industries/banking/nzba-responds-to-recent-research-on-fossil-fuels-coal/ 8. https://www.marketforces.org.au/campaigns/banks/banking-climate-failure/
9. https://www.marketforces.org.au/wp-content/uploads/2024/03/03-2024-Santos-Investor-briefing-FINAL-2.pdf 10. https://parlinfo.aph.gov.au/parlInfo/download/committees/
commsen/27925/toc_pdf/Environment%20and%20Communications%20References%20Committee_2024_04_22.pdf;fileType=application%2Fpdf 11. https://www.marketforces.
org.au/campaigns/companies/apa-group/ 12. https://www.gevernova.com/gas-power/products/gas-turbines 13. https://ieefa.org/resources/san-miguel-global-power-fossil-fuel-
oriented-growth-strategy-raises-financial-red-flags 14. https://investors.bakerhughes.com/news-releases/news-release-details/baker-hughes-and-ventureglobal-announce-
expanded-master; https://investors.bakerhughes.com/news-releases/news-releasedetails/baker-hughes-announces-major-turbomachinery-lng-order-pluto; https://investors.
bakerhughes.com/news-releases/news-release-details/baker-hughes-announcesmajor-turbomachinery-order-venture-global 15. https://cdn.cdp.net/cdp-production/cms/reports/
documents/000/002/327/original/Carbon-Majors-Report-2017.pdf 16. https://www.anz.com.au/content/dam/anzcomau/about-us/ANZ-2024-Energy-Customer-Approach.pdf
1 7. https://www.marketforces.org.au/campaigns/banks/banking-climate-failure/ 18. https://www.anz.com/content/dam/anzcom/shareholder/ANZGHL-full-year-2023-results-investor-
discussion-pack.pdf 19. https://asic.gov.au/regulatory-resources/financial-services/how-to-avoid-greenwashing-when-offering-or-promoting-sustainability-related-products/
20. https://asic.gov.au/about-asic/news-centre/find-a-media-release/2024-releases/24-213mr-asic-s-vanguard-greenwashing-action-results-in-record-12-9-million-penalty/;
https://asic.gov.au/about-asic/news-centre/find-a-media-release/2024-releases/24-173mr-asic-s-first-greenwashing-case-results-in-landmark-11-3-million-penalty-for-mercer/
21. https://asic.gov.au/about-asic/news-centre/speeches/greenwashing-a-view-from-the-regulator/ 22. https://www.un.org/sites/un2.un.org/files/high-level_expert_group_n7b.pdf
shareholder.anz.com
---
ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791
11 November 2024
Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
Proxy Form
ANZ Group Holdings Limited (ANZ) today released its
Proxy Form relating to the upcoming ANZ 2024 Annual
General Meeting.
It has been approved for distribution by ANZ's Board of Directors.
Yours faithfully
Simon Pordage
Company Secretary
ANZ Group Holdings Limited
ANZ Group Holdings Limited ABN 16 659 510 791 12294
How to direct your proxy to vote
Appointment of proxy
The details set out below are subject to the additional details set
out in Steps 1 and 2 overleaf.
Voting 100% of your holding: Direct your proxy how to vote by
marking one of the boxes opposite each item of business. If you do
not mark a box in respect of an item, your proxy may vote as they
choose on that item. If you mark more than one box on an item your
vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting
rights by inserting the number or percentage of shares you wish your
proxy to vote in the For, Against or Abstain box or boxes. The sum of
the votes to be cast by your proxy on an item of business must not
exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two
proxies to attend the Meeting and vote on a poll. If you appoint two
proxies you must specify the number or percentage of shares you
wish each proxy to vote, otherwise each proxy may vote half of the
shares. Fractions of votes will be disregarded. When appointing a
second proxy write both names and the number or percentage of
shares for each in Step 1 overleaf.
Lodgement of a proxy
This Proxy Form (and any authority under which it is signed or
a certified copy of that authority) or any other proxy voting instructions
must be received by ANZ not later than 48 hours before the
commencement of the Meeting. Any Proxy Form, authority, certified
copy of an authority or other proxy voting instructions received after
that time will not be valid for the scheduled Meeting. Proxy Forms
(and any authorities under which they are signed or certified copies
of those authorities) may be sent by mail or by fax using any of
the address details or the facsimile numbers shown above. As an
alternative to using this Proxy Form, shareholders may record their
proxy voting instructions electronically at www.investorvote.com.au
or by scanning the above QR Code with their mobile device.
Signing instructions for Proxy Forms
Individual: Where the holding is in one name, the shareholder
must sign.
Joint Holding: Where the holding is in more than one name,
all of the shareholders should sign.
Power of Attorney: If this Proxy Form is signed on behalf of the
shareholder under Power of Attorney and you have not already
lodged the Power of Attorney with the Share Registrar, please attach
a certified photocopy of the Power of Attorney to this Proxy Form
when you return it.
Companies: Where the company has a Sole Director who is also the
Sole Company Secretary, this Form must be signed by that person.
If the company (pursuant to section 204A of the Corporations Act
2001) does not have a Company Secretary, a Sole Director can also
sign alone. Otherwise this Form should be signed by a Director jointly
with either another Director or a Company Secretary. Please sign in
the appropriate place to indicate the office held.
Attending the meeting
If a representative of a corporate shareholder or a corporate proxy is
to attend the Meeting, it will be necessary to provide the appropriate
Appointment of Corporate Representative Form prior to admission.
An Appointment of Corporate Representative Form may be obtained
from Computershare or online at www.investorcentre.com
Go online to appoint your proxy,
or turn over to complete the form
For your Proxy Form to be effective, it must be received by 9:00am (Melbourne time) Tuesday, 17 December 2024
For all enquiries call:
Australia: 1800 11 33 99 New Zealand: 0800 174 007
United Kingdom: (0870) 702 0000 Outside Australia: (+61 3) 9415 4010
Lodge your proxy:
Online: www.investorvote.com.au
For intermediary online subscribers only
(custodians) www.intermediaryonline.com
By mail to: Computershare Investor Services Pty Limited
Alternatively you can fax your Proxy Form to:
(within Australia) 1800 783 447 (outside Australia) (+61 3) 9473 2555
GPO Box 242
Melbourne
Victoria 3001
Australia
Yarra Falls
452 Johnston Street
Abbotsford
Victoria 3067
Australia
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom
Private Bag 92119
Auckland 1142
New Zealand
Appoint your proxy and view the 2024 Annual Report online
Go to www.investorvote.com.au or scan the QR Code with your mobile device.
Follow the instructions on the secure website to appoint your proxy.
Your access information for appointing your proxy online:
Please Note: For security reasons it is important that you keep your SRN/HIN confidential.
Please dispose of this form carefully if you appoint your proxy online.
2024 Annual General Meeting
Proxy Form
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
ANZ238474A
ANZ Group Holdings Limited ABN 16 659 510 791 12294
the Chair
of the Meeting*
OR
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.
ANZ238474A
Contact NameDateContact Daytime Telephone
( )
/ /
2024
If you are not appointing the Chair 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 ANZ Group Holdings Limited (ANZ) and entitled to attend
and vote at the 2024 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 Chair 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 2024 AGM of ANZ to be held at the Melbourne Convention Centre, Melbourne Room, Level 2, Melbourne Convention
Centre, 1 Convention Centre Place, South Wharf VIC 3006 on Thursday, 19 December 2024 commencing at 9:00am (Melbourne 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 Chair of the Meeting: Where authorised and permitted to do so, the Chair 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).
Chair of the Meeting authorised to exercise proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as
my/our proxy (or the Chair of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chair 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 which includes the Chair of the Meeting.
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
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.
309701A
Board recommendation: The Board recommends (with any interested director abstaining) that shareholders vote FOR items 2, 3 and 4 and
AGAINST for items 5 and 6 (where item 6 is put to the Meeting).
For Against Abstain
2 Election and Re-election of Board endorsed candidates
For2(a) To elect Mr S A St John
2(b) To elect Mr R B M Gibb
2(c) To re-elect Ms C E O’Reilly
For3 Adoption of the Remuneration Report
For4 Grant of restricted rights and performance rights to Mr S C Elliott
Against5 Resolution requisitioned by members - Amendment to the Constitution (special resolution)
Against6 Resolution requisitioned by members - Transition Plan Assessments (conditional resolution)
---
ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791
11 November 2024
Market Announcements Office
ASX Limited
Level 4
20 Bridge Street
SYDNEY NSW 2000
Online Meeting Guide and FAQs
ANZ Group Holdings Limited (ANZ) today released its
Online Meeting Guide and Frequently Asked Questions
document relating to the upcoming ANZ 2024 Annual General Meeting.
It has been approved for distribution by ANZ's Company Secretary.
Yours faithfully
Simon Pordage
Company Secretary
ANZ Group Holdings Limited
Accessing the online portal on the day
Online Meeting Guide &
Frequently Asked Questions
for the Annual General Meeting being held on Thursday, 19 December 2024
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 Meeting is viewable from smartphones, tablets,
or computers.
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
To access the Online Portal, you must have the following information
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
Click on the link in the invitation e-mail
sent to you. Or select ‘invitation’ and enter
your invite code provided in the email.
To register as a guest
Select ‘Guest’ and enter your details.
OROR
To access
the Online Portal
Visit http://meetnow.global/ANZ2024
and click on the join meeting now button.
Online
If you choose to access the Online Portal, you will be able to
ask written questions and view a live webcast of the Meeting.
You cannot vote during the Meeting via the Online Platform.
To access the Online Portal, visit https://meetnow.
global/ANZ2024 on your smartphone, tablet, or
computer and enter the registration information below.
For assistance
If you require assistance before or during the Meeting,
please call +61 3 9415 4024.
To access the webcast
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 ask written questions online
To ask a question select the ‘Q & A’ icon and
select the topic your question relates to.
Type your question into the chat box at
the bottom of the screen and press ‘Send’.
To access meeting documents
To view documents relating to the Meeting
select the ‘Documents’ icon and choose
the document you wish to view.
Online Meeting Guide & FAQ
Meeting details
01
When and where is ANZ’s AGM being held?
ANZ Group Holdings Limited’s (ANZ) 2024 Annual General Meeting
(AGM) will be held on Thursday, 19 December 2024 commencing
at 9:00 am (Melbourne Time) at Melbourne Room, Level 2,
Melbourne Convention Centre, 1 Convention Centre Place,
South Wharf VIC 3006.
Meeting documentation
02
How do I request a hard copy of the Notice of
Meeting and Proxy Form?
You are able to request a hard copy of the Notice of Meeting and
Proxy Form. This will be mailed out to you as a priority. Please refer
to question 8 for the deadline to return 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 form with the included
reply paid envelope or Fax to:
F 1800 783 447 within Australia
F +61 3 9473 2555 outside Australia
03
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.
04
How do I access the documents online?
You can access all of the documentation at anz.com/agm from
Monday, 11 November 2024.
Issues accessing the online platform
05
I can’t log into the Online Platform. What do I do?
Please call the following numbers:
CountryHotline
Australia03 9415 4024
Outside Australia+61 3 9415 4024
06
What do I do if I am logged out of the Online
Platform during the Meeting?
You will need to re-register. Alternatively, please call our share
registry provider, Computershare Investor Services, using the
telephone numbers provided in question 5.
07
I don’t have a (reliable) internet connection –
what are my options?
You will need to have a reliable internet connection to view the
meeting and to ask written questions during the Meeting via the
Online Platform.
If you do not have an internet connection, or are concerned about its
reliability, we encourage you to submit any questions you would like
to ask, prior to the Meeting.
How do I vote?
08
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 Meeting. You can appoint a proxy either online or in writing
using the Proxy Form, as set out in the table below.
To be effective, proxy appointments must be received by
9:00 am (Melbourne Time) on Tuesday, 17 December 2024.
MethodHow to appoint a proxy
OnlineOpen your browser and go to:
investorvote.com.au/login AGM (Control Nbr 133945)
In writingTo request Proxy forms –
please call Computershare on:
T 1800 11 33 99 wiithin 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
09
Can I vote online during the Meeting?
You cannot vote during the Meeting via the Online Platform. If you
wish to vote and cannot physically attend the Meeting, please appoint
a proxy to vote on your behalf.
Frequently Asked Questions
Important notice
Notice of Meeting and Proxy Form
You are able to request a hard copy of the Notice of Meeting
and Proxy Form. This will be mailed out to you as a priority.
To request a hard copy of these documents, please call
Computershare on 1800 11 33 99 within Australia
+61 3 9415 4010 outside Australia.
Please refer to ‘HOW DO I ASK A QUESTION?’
section for further information.
Scan this QR Code to update your details
online or open your browser and go to
www.investorcentre.com/au and update
your details online.
anz.com
ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791
How do I ask a question?
10
Can I submit a question prior to the Meeting?
You can ask questions prior to the Meeting either online or in writing
using the Questions from Shareholders Form, as set out in the
table below.
Such questions must be received by 5.00pm (Melbourne Time)
on Thursday, 12 December 2024.
MethodHow to ask a question
OnlineOpen your browser and go to:
investorvote.com.au/login
AGM (Control Nbr 133945) using the Shareholder
Question icon or
anz.com/agm – use the online form
In writingTo request hard copy Questions from Shareholders
Form – please call Computershare on:
T 1800 11 33 99 within Australia
T +61 3 9415 4010 outside Australia
Your form must be received by 5:00pm
(Melbourne Time) on Thursday, 12 December 2024.
Mail your form in the included reply
paid envelope or Fax to:
F 1800 783 447 within Australia
F +61 3 9473 2555 outside Australia
11
Can I ask questions during the Meeting?
Yes, you can ask questions during the Meeting in person by walking
up to the microphone in the Meeting room at the appropriate time or
by submitting a written question via the Online Platform.
For written questions, tap on the Q & A icon on the Online Platform,
select the topic your question relates to 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 for the Board
and Management to respond to.
12
What if I lose connection with the Online Platform
and miss my opportunity to ask a written question?
You will need to be logged in to the Online Platform in order
to view the Meeting or ask written questions online. If you lose
connection with the Online Platform you may miss your opportunity
to ask a question.
If you are concerned about this, please consider submitting
any questions you have prior to the AGM.
Other questions?
13
Will there be an opportunity to meet the
Board and Management?
If you are attending the Meeting in Melbourne, Victoria 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 Meeting using the methods set out in the
‘How do I ask a question’ section.
14
How do I watch a recording after the Meeting?
A link which will allow you to watch a recording of the AGM
will be posted on the ANZ website at
anz.com/agm shortly
after the Meeting has ended.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- AIR — Air New Zealand: Air New Zealand 2024 Notice of Annual Meeting2024-09-03
“Stock exchange listings: New Zealand (NZX: AIR) / Australia (ASX: AIZ) / ADR (OTC : ANZLY) MARKET ANNOUNCEMENT Air New Zealand postal address: Private Bag 92007, Auckland, 1142, New Zealand Investor Relations email: investor@airnz.co.nz Investor website: www.airnewzeal…”
- WBC — Westpac Banking Corporation: Westpac 2024 AGM Notice of Meeting2024-11-05
“MESSAGE FROM THE CHAIRMAN PARTICIPATING IN THE AGM NOTICE OF 2024 ANNUAL GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES 5 Attending online or by teleconference Registration for the AGM online platform and teleconference will commence at 9:00am (Sydney time) on the day of the…”
- AFI — Australian Foundation Investment Company Limited: 2024 Annual Reports and AGM Documentation2024-08-28
“309319_06_V4 ABN 56 004 147 120 916CRP0140_AFI-Australian_Foundation_Investment_Co_Ltd-A4-Letterhead-DC_Advice_Basestock_Feb2012_v1.indd 1916CRP0140_AFI-Australian_Foundation_Investment_Co_Ltd-A4-Letterhead-DC_Advice_Basestock_Feb2012_v1.indd 16/08/2012 2:54:08 PM6/08/2012…”