2025 Annual General Meeting Documents

AGM12 November 2025ANZFinancials

ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791
Paul D O'Sullivan
Chairman
13 November 2025
Dear shareholder
2025 Annual General Meeting
On behalf of the Directors of ANZ Group Holdings Limited (ANZ), I confirm that ANZ's 2025 Annual
General Meeting (AGM) will be held in person on Thursday, 18 December 2025 commencing at 9:00am
(Sydney Time) at the International Convention Centre Sydney, Darling Harbour Theatre, Level 1
14 Darling Drive, Sydney NSW 2000.
AGM Documents
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/agm. Hard copy materials can be sent
to you free of charge by priority 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 (Sydney Time)
on Tuesday 16 December 2025.
Guest Policy
For those shareholders who are planning to attend the AGM in person and wish to bring a guest, we
have a policy around pre-registering guests. Details of how to pre-register can be found in both the
Notice of Meeting and Online Meeting Guide and Frequently Asked Questions document.
Thank you for your continued support of ANZ. We look forward to your attendance and the opportunity
to engage with you at ANZ’s 2025 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
13 November 2025
Market Announcements Office
ASX Limited
Exchange Place
Level 27
39 Martin Place
SYDNEY NSW 2000
Notice of 2025 Annual General Meeting
ANZ Group Holdings Limited (ANZ) today released its Notice of 2025 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

2025
Notice of Annual
General Meeting
The ANZ 2025 Annual General Meeting (AGM or Meeting) of
ANZ Group Holdings Limited (Company or ANZ) will be held
on Thursday, 18
th
December 2025 commencing at 9:00am
(Sydney Time) at the International Convention Centre Sydney.
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
2025 Annual Report 3
Annual General Meeting Agenda 4
How Business will be conducted at the Meeting 4
Notice of 2025 Annual General Meeting 5
Explanatory Notes 8
Appendix
18

King
Street
Wharf
Wynyard
Town
Central
Station
Hall
Pyrmont
P
y
r
m
o
n
t
Ba
y
Darling
Harbour
Central
Business
District
CBD
B
a
r
a
n
g
a
r
o
o
Ultimo
China
Town
Tumbalong
Park
Wentworth
Park
Darling
Harbour
Wentworth
Park
Pyrmont
Bay
Exhibition
Zollner
Circuit
Iron
Wharf
Place
ICC
Sydney
Harris St
at Allen St
_Bus 237
Water taxi
Convention
Sydney Airport
Train
Parking
Light rail
Bus stop
Taxi
Ferry
Walk
Cycle
3
The International Convention
Centre Sydney
Located in the heart of Darling Harbour,
ICC Sydney is easily accessible by public
transport, including light rail, ferry and train
and is only a 10 minute walk from Central
and Town Hall train stations.
Secure car parking is available and
conveniently located within the Darling
Harbour precinct.
Green transport &
access options
ICC Sydney has multiple public access
points with step-free access to every
entertainment, exhibition and
conference venue.
Convention Light Rail buses will be
positioned on either side of Darling Drive
in the closest bus bay area. Exhibition
Light Rail buses to be positioned in
Zollner Circuit.
Ferry
Cruise into Darling Harbour on a ferry
with direct services from Circular Quay,
King Street Wharf or Pyrmont Bay Wharf.
Captain Cook Cruises operates services
between Darling Harbour Convention
Wharf, Barangaroo King Street Wharf
No.1 and Circular Quay.
Light Rail
The Light Rail travels right through a
number of Darling Harbour stations
including ICC Sydney’s stops,
Convention Centre and Exhibition
Centre. The Light Rail starts at Central
Station in the CBD and travels to
Dulwich Hill in the inner west.
Tra i n
A short walk from Central or Town Hall
Stations will take you directly to Darling
Quarter, Tumbalong Park and Sydney
Visitor Centre. Town Hall and Central
Stations are a 10-minute walk from
ICC Sydney.
Bus
ICC Sydney has its own bus stop. Bus
routes 389 and 501 stop at Harris Street
near Allen Street – a 10-minute walk from
ICC Sydney.
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.
2025 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 shorter 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.
2025 Annual Report
anz.com/annualreport
Important Dates
Thursday, 11 December 2025,
5:00pm (Sydney Time)
Last date to pre-submit written
questions (including for the auditor)
Tuesday, 16 December 2025,
7:00pm (Sydney Time)
Register cut off time
Tuesday, 16 December 2025,
9:00am (Sydney Time)
Latest time for receipt of proxy
appointments
Thursday, 18 December 2025,
9:00am (Sydney Time)
Annual General Meeting
Friday, 19 December 2025
2025 Final Dividend Payment Date
The International
Convention Centre Sydney
Walking
Sydney is host to beautiful recreational
and coast walks. Routes to ICC Sydney
include from Central Station via The
Goods Line.
Airport
Darling Harbour is only 8km from
Sydney Airport.
Water taxi
A Water Taxi is a great option for getting
to and from Darling Harbour. Water Taxi’s
depart from The Rocks, Circular Quay, The
Opera House and Luna Park.
Parking
ICC Sydney has two car park facilities
located within the Exhibition Centre and
ICC Sydney Theatre, comprising a total of
826 car spaces.
Additionally, there are secure car parks
located in and around Darling Harbour,
including Wilson Harbourside Car Park
and Wilson Darling Square Car Park.
Ta x i
The best taxi drop off and pick up
locations include the new Iron Wharf
Place next to Harbourside Shopping
Centre and Zollner Circuit on the
Southern end of ICC Sydney Theatre,
both accessed via Darling Drive.
Cycling
Bike racks are available in Exhibition Car
Park 1 including male and female shower
and change room facilities. Personal locks
are required.

4ANZ 2025 Notice of Annual General Meeting
Annual General Meeting Agenda
How business will be
conducted at the AGM
The AGM is an important event and
we encourage shareholders to
actively participate.
Voting on all resolutions will be
conducted via poll.
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,
18 December 2025
8:00am (Sydney Time)
Registration opens
Please bring your proxy form with you
as it will assist with your registration.
8:15am (Sydney Time)
Refreshments served
9:00am (Sydney 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 Annual 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/ANZ2025. 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 allowed.
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 135013).
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 (on the Audit
Report or the conduct of the audit in
relation to the Financial Report), must
be received by the Company by 5:00pm
(Sydney Time) on 11 December 2025,
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.
Security measures
Security measures will be in place for the
AGM to ensure your safety. Bag searches
and metal detectors will be in operation
and any large or inappropriate items may
be required to be stored in the cloakroom
until the end of the event.

5
Notice of 2025
Annual General Meeting
Notice is given that the 2025 Annual General Meeting ofttthe Company will be
held on Thursday, 18ttDecember 2025 commencing at 9:00am (Sydney Time)
at International Convention Centre Sydney.
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 2025.
2. Election and re-election of
Board Endorsed candidates
(a) To elect Ms A R Gerry
To consider, and if thought fit, to pass the
following resolution as an ordinary resolution:
“That Ms Alison Rosemary Gerry be
elected as a director of the Company”.
Ms Gerry was appointed by the Board
after the date of the 2024 Annual General
Meeting, retires in accordance with Rule
3.2 of the Company’s Constitution and,
being eligible, offers herself for election.
(b)
To re-elect Mr P D O’Sullivan
To consider, and if thought fit, to pass the
following resolution as an ordinary resolution:
“That Mr Paul Dominic O’Sullivan be
elected as a director of the Company”.
Mr O’Sullivan is retiring in accordance with
Rule 3.5 of the Company’s Constitution
and, being eligible, offers himself for
re-election.
(c)
To re-elect Mr J P Smith
To consider, and if thought fit, to pass the
following resolution as an ordinary resolution:
“That Mr Jeffrey Paul Smith be re-elected
as a director of the Company”.
Mr Smith is retiring in accordance with
Rule 3.5 of the Company’s Constitution
and, being eligible, offers himself 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 2025
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 N Matos
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 Nuno Matos, restricted rights
and performance rights under the ANZ
Share Option Plan on the terms set out in,
and to provide Mr Matos 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. Amend the Company’s
Constitution (special resolution)
The following proposed resolution has
been requisitioned under section 249N
of the Corporations Act.
The resolution is not endorsed by
the Board.
To consider, and if thought fit, to pass the
following resolution as a special resolution:
To insert the following sub-clause into
clause 13 ‘Meetings of Members’ of our
company’s Constitution:
Member resolutions at general meeting
“The shareholders in general meeting
may by ordinary resolution express an
opinion, ask for information, or make a
request, about the way in which a power
of the company partially or exclusively
vested in the directors has been or
should be exercised. However, such a
resolution must relate to an issue of
material relevance to the company or
the company’s business as identified by
the company, and cannot either
advocate action which would violate any
law or relate to any personal claim or
grievance. Such a resolution is advisory
only and does not bind the directors or
the company.”
Guest policy
This is a shareholder meeting and
non-shareholders (who are not
proxies, corporate representatives or
attorneys) are generally not permitted
to attend the AGM in person.
Non-shareholders may only be
admitted at ANZ’s discretion and
if they have been pre-registered.
If you are a shareholder and require
a guest / non-shareholder to
accompany you to the AGM,
please contact cosec@anz.com
by 5.00pm (Sydney Time) on
Thursday, 11 December 2025 to
apply to register a non-shareholder.
Pre-registered guests must present
photo identification on arrival at the
AGM. Non-shareholders are warmly
invited to watch the live webcast of
the AGM online at anz.com/agm.
Auslan Interpreters and
live captioning
We are committed to ensuring
inclusion and accessibility for all
participants. During our events, we
offer the following accommodations:
• Auslan interpreters
• Live captioning
Additionally, shortly after the event
concludes, we generally provide on
ANZ’s website:
• A recording of the event, including
live captioning
• A transcript
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 (Sydney Time) on
Tuesday, 16 December 2025; 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 this
Notice of AGM.

6ANZ 2025 Notice of Annual General Meeting
6. Spill Resolution
(conditional item)
Condition for item 6: This resolution will
only be put to the Meeting if at least 25%
of the votes validly cast on item 3 are
against that resolution. If you do not want a
spill meeting to take place, you should vote
‘against’ item 6. If you want a spill meeting
to take place, you should vote ‘for’ item 6.
To consider and, if thought fit, to pass
the following resolution as an ordinary
resolution:
“That, subject to and conditional upon at
least 25% of the votes validly cast on the
resolution to adopt the Remuneration
Report for the year ended 30 September
2025 being cast against the adoption of
the Report, that as required by the
Corporations Act 2001 (Cth)
(Corporations Act):
a. An extraordinary general meeting of
ANZ Group Holdings Limited (the ‘spill
meeting’) be held within 90 days of the
passing of this resolution;
b. All of the directors who were directors of
ANZ Group Holdings Limited when the
resolution to make the Directors’ Report
for the year ended 30 September 2025
was passed (other than the Group Chief
Executive Officer), and who remain in
office at the time of the spill meeting,
cease to hold office immediately before
the end of the spill meeting; and
c. Resolutions to appoint persons to
offices that will be vacated immediately
before the end of the spill meeting be
put to the vote at the spill meeting.
A Voting Restriction applies in respect of
this resolution.
7. Disclosure of financed
deforestation (conditional item)
Condition for item 7: 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.
This resolution is not endorsed by
the Board.
Subject to and conditional upon
the resolution in item 5 (Amend the
Company’s Constitution) being passed
as a special resolution, to consider and,
if thought fit, to pass the following
resolution as an ordinary resolution:
Shareholders request that ANZ assess
and publicly disclose, within a reasonable
timeframe and omitting proprietary
information, the bank’s deforestation
exposure through provision of finance to
its agriculture sector customers.
8. Strategy to eliminate financed
deforestation (conditional item)
Condition for item 8: 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.
This resolution is not endorsed by
the Board.
Subject to and conditional upon the
resolution in item 5 (Amend the
Company’s Constitution) being passed
as a special resolution, to consider and,
if thought fit, to pass the following
resolution as an ordinary resolution:
Shareholders request that ANZ
disclose a strategy to eliminate financed
deforestation in line with credible
frameworks such as the Accountability
Framework initiative.
9. Customer Transition
Plan Approach and Climate
Commitments (conditional item)
Condition for item 9: 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.
This resolution is not endorsed by
the Board.
Subject to and conditional upon the
resolution in item 5 (Amend the
Company’s Constitution) being passed as
a special resolution, to consider and, if
thought fit, to pass the following resolution
as an ordinary resolution:
Recognising the substantial transitional
and physical risks of climate change, the
increasing regulatory scrutiny on public
corporate climate commitments, and their
potential financial impacts on our
company, and noting ANZ’s:
1. Long-standing “support for the Paris
Agreement’s goal of transitioning to net
zero emissions by 2050” and
commitment “to playing our part”;
1

2. Long-standing commitment to
“improving transparency to show how
our financing decisions are supporting
the achievement of the Paris Agreement
goals”;
2
and,
3. “expectations” for “Institutional energy
customers” to “establish specific, time
bound, public, Paris-aligned transition
plans and diversification strategies for
their businesses” by the end of 2025;
3
shareholders request ANZ confirm that any
issuance of new or renewed finance to an
Institutional energy customer after the end
of 2025 indicates the bank has
determined the customer is on a trajectory
aligned with the climate goals of the Paris
Agreement and, therefore, ANZ’s provision
of new or renewed finance is consistent
with the bank’s climate commitments
outlined in (1) and (2) above.
Voting Restrictions
Voting restrictions for items 3
(adoption of the remuneration
report) and 6 (spill resolution)
ANZ will disregard any votes cast on
the resolution in item 3 or item 6:
• 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
2025 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 or item 6:
• 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 or item 6 relates to the remuneration
of ANZ’s KMP.
Voting restrictions for item 4
(grant of restricted rights and
performance rights to Mr N Matos)
ANZ will disregard any votes cast on the
resolution in item 4:
• in favour of the resolution by or on
behalf of Mr Matos, 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
1. https://www.anz.com.au/content/dam/anzcom/shareholder/ANZ-2020-Climate-related-Financial-Disclosures.pdf 2. https://www.anz.com.au/content/dam/anzcom/shareholder/
ANZ-2020-Climate-related-Financial-Disclosures.pdf 3. https://www.anz.com.au/content/dam/anzcomau/about-us/anz-energy-customer-approach-nov-2024.pdf

7
• 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 Matos 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 Matos 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, 4 or 6, 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.
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, 6, 7, 8
and 9 (where items 6, 7, 8 and 9 are put
to the Meeting).
Associates
The Voting Restrictions for item 4 apply to
“associates” of Mr Matos. 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 (Sydney
Time) on Tuesday, 17 December 2025.
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 (Sydney Time)
Tuesday, 17 December 2025).
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 (Sydney
Time) Tuesday, 16 December 2025).
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.
ASX Listing Rules Compliance
ANZ Group Holdings Limited confirms that
this document complies with the notice of
meeting content requirements set out in
the Listing Rules. ASX has provided no
objection to this document under Listing
Rule 15.1.4 on the basis of this confirmation.
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
Simon Pordage
Company Secretary
Melbourne, 13 November 2025

8ANZ 2025 Notice of Annual General Meeting
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 2025
will be laid before the Meeting.
A copy of the Company’s 2025 Annual
Report, including the Financial Report and
the Reports of the Directors and of the
Auditor for the year ended 30 September
2025, 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. Ms Gerry, Mr O’Sullivan and
Mr Smith are retiring in accordance with
the Company’s Constitution and offer
themselves for election and re-election,
as appropriate. The Board considers each
of these Directors to be independent and
complement the skills and experience
needed on the Board. More details on the
Company’s governance arrangements
pertaining to Directors can be found in the
2025 Corporate Governance Statement
at anz.com/annualreport
.
Item 2(a) To elect Ms A R Gerry
Ms Alison Rosemary Gerry
BMS (HONS), MAPPFin
Non-Executive Director since May 2025.
Alison is a member of the Audit
Committee, People & Culture Committee,
Digital Business and Technology
Committee and Nomination and Board
Operations Committee.
Career
Alison has more than 35 years of
experience in the financial services
and infrastructure sectors. She is an
accomplished director, with a strong
focus on strategic transformation and
digital innovation.
Alison’s executive career began with roles
at Macquarie Bank and HSBC, and she
later became Group Treasurer at Lion in
Sydney. She also contributed as a Visiting
Fellow teaching in the Masters of Applied
Finance program at Macquarie University
for 12 years.
Since transitioning to governance in 2007,
Alison has served on several prominent
boards, including ANZ Bank New Zealand
Limited, Kiwibank Limited (Deputy Chair),
NZX Limited, Spark New Zealand, TVNZ
and Vero Insurance. She was also
Founding Chair of online investment
platform, Sharesies.
Alongside her professional roles, Alison is
co-founder of On Being Bold, a platform
promoting women in leadership. Alison is
a Fellow of both the Institute of Directors
in New Zealand and INFINZ.
Relevant other directorships
Chairman: Infratil Limited (from 2022,
Director from 2014).
Director: Air New Zealand Limited
(from 2021).
Relevant former directorships held
in last three years include
Former Chairman: Sharesies Group
Limited (2017–2025).
Former Director: ANZ Bank New Zealand
Limited (2019–2025).
Board Recommendation: The Board (with
Ms Alison Gerry abstaining) recommends
that shareholders vote in favour of the
election of Ms Alison Gerry.
Item 2(b) To re-elect
Mr P D O’Sullivan
Mr Paul Dominic O’Sullivan
MCom, BEc
Chairman since October 2020 and
a Non-Executive Director since
November 2019.
Paul is an ex-officio member of all Board
Committees and Chair of the Nomination
and Board Operations Committee. If
re-elected for a final term, Paul will focus
on providing continuity for the CEO, the
executive team and the Board. This
includes ensuring ANZ has directors with
the right skills and experience and
achieving an orderly succession as Chair.
Career
Paul has extensive experience in
technology and digitisation.
Paul’s executive career includes
leadership roles at Singapore
Telecommunications (Singtel) and Optus.
At Optus he served as Chief Executive
Officer from 2004 to 2012. He later
became Chief Executive Officer of Singtel
Group Consumer. This role involved
managing operations in Singapore and
Australia and overseeing investments in
major regional telecom companies.
Paul also has experience working on
the roll-out of major digital infrastructure
in Asia, including in his role as a
Commissioner at Indonesia’s largest
communications company, Telkomsel,
and as a Director of Bharti Airtel, one of
India’s leading mobile providers. He also
previously held management positions
at the Colonial Group and Royal Dutch
Shell Group in Canada, the Middle East,
Australia and the United Kingdom.
Relevant other directorships
Chairman: Western Sydney Airport
Corporation (from 2017) and St Vincent’s
Health Australia (from 2025, Director
from 2019)
Relevant former directorships
held in last three years include
Former Chairman: Singtel Optus Pty
Limited (2014–2025, Director from 2004)
and Norfina Limited (Suncorp Bank)
(2025–2025, Director from 2025).
Former Director: Indara Digital
Infrastructure (formerly Australian
Tower Network Pty Ltd) (2021–2023).
Board Recommendation: The Board
(with Mr Paul O’Sullivan abstaining)
recommends that shareholders vote
in favour of the re-election of
Mr Paul O’Sullivan.
Item 2(c) To re-elect
Mr J P Smith
Mr Jeffrey Paul Smith
BAPPSC, MBA
Non-Executive Director since August
2022. Jeff is Chair of the Digital Business
and Technology Committee and a
member of the Risk Committee, People &
Culture Committee and Nomination and
Board Operations Committee.
Explanatory notes

9
Career
Jeff has more than 30 years of experience
across the telecommunications, financial
services, manufacturing and energy
sectors. Known for his expertise in aligning
technology with business outcomes,
Jeff has a keen focus on innovation,
digital transformation and building agile,
collaborative cultures.
Jeff’s executive roles include Chief
Information Officer at IBM Corporation,
where he was globally responsible for IT
strategy, resources, systems and
infrastructure and the company’s agile
transformation. He also held senior
positions at Telstra, Honeywell, Toyota and
Suncorp Group, where he was both Chief
Information Officer and Chief Executive
Officer of Suncorp Business Services. He
later served as Executive Vice President
and Chief Operating Officer at World Fuel
Services Corporation, guiding digital
transformation and operational
modernisation initiatives.
He has also advised technology firms such
as Zoom Video Communications and Box,
Inc. In public service, Jeff contributed to
the Australian Fulbright Commission and
was a member of ANZ’s International
Technology and Digital Business Advisory
Panel from 2016 to 2019.
Relevant other directorships
Director: ANZ Group Services Pty Ltd
(from 2022), Sonrai Security Inc (from
2021) and Pexa Australia Limited
(from 2023).
Advisor: World Fuel Services (from 2023).
Board Recommendation: The Board (with
Mr Jeffrey Smith abstaining) recommends
that shareholders vote in favour of the
re-election of Mr Jeffrey Smith.
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
2025, 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;
• remuneration details for KMP (including
the Directors of the Company) for the
period ended 30 September 2025; and
• this year, sets out the actions taken by
ANZ in response to the ‘first strike’
received at the 2024 AGM.
The Remuneration Report, which is part
of the 2025 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.
At last year’s Annual Meeting, ANZ received
a first strike on its Remuneration Report.
As a result, the Board has consulted
broadly with shareholders and other
stakeholders to understand the concerns
that led to the first strike. The Board has
outlined its response, including actions
taken, in this year’s Remuneration Report.
Shareholders should note that while the
vote on Item 3 is advisory only, if 25% or
more of the votes cast on this item are
‘against’ adopting the Company’s
Remuneration Report, Item 6 (conditional
Board spill meeting resolution) will be put
to the meeting. The operation and
consequences of the conditional Board
spill meeting resolution are set out in the
additional notes to Item 6 below.
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 N Matos
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 Nuno Matos,
under the ANZ Share Option Plan on the
terms and conditions set out below. The
proposed grant is part of Mr Matos’ 2026
variable remuneration and includes a ‘top
up’ in recognition of his commencement
1. Deferral period = performance period + holding period.
as CEO in 2025, noting that Mr Matos did
not receive a 2025 Long Term Variable
Remuneration (LTVR) award.
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 2026 LTVR pre
grant assessment, the Board determined
that Mr Matos’ LTVR will be delivered as:
• 50% LTVR restricted rights – with a pre
vest assessment of non-financial
measures; and
• 50% LTVR performance rights – with
forward looking total shareholder return
performance hurdles where:
–75% will be measured against the
Relative Total Shareholder Return
(RTSR) of the Select Financial Services
(SFS) comparator group; and
–25% will be measured against
the compound annual growth rate
of Absolute Total Shareholder
Return (ATSR).
At a glance:
• 2026 LTVR, delivered in the form of 50%
restricted rights and 50% performance
rights, with a combined current face
value LTVR opportunity of A$4,691,250
100% of full opportunity (which equates
to the sum of 135% of fixed
remuneration for 2026 and 53% of fixed
remuneration for the 2025 ‘top up’
relating to the time since
commencement as CEO, as previously
disclosed on announcement of
appointment and update on
CEO transition).
• 2026 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 100% of
full opportunity; 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.

10ANZ 2025 Notice of Annual General Meeting
• The performance rights:
–75% will be subject to a RTSR
performance condition which
compares ANZ’s TSR performance
against the SFS comparator group,
with nil vesting below median, 50%
vesting at median (i.e., threshold), and
increasing to 100% vesting at the
75th percentile of the SFS comparator
group;
–25% will be subject to an ATSR
performance condition which
measures ANZ’s compound annual
growth rate of ATSR performance
achieving or exceeding ANZ’s
weighted average cost of capital
(WACC) 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 2025 and
ends four years later on 30 September
2029.
• 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.
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 Matos’ 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 Matos 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 Matos 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 Matos 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 Matos’ ‘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 Matos on 18 December 2025 (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 Matos’
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 Matos 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 Matos 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
A$4,691,250.
• The restricted rights award value (i.e.,
A$2,345,625) 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
ANZGHL shares traded on the ASX in
the five trading days up to and including
1 October 2025, i.e., the start of the
four-year performance period – which
was A$33.06. 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 Matos
~ 4 year deferral23,413
~ 5 year deferral23,413
~ 6 year deferral24,123
Total restricted
rights

70,949

11
• The performance rights award value
(i.e., A$2,345,625) has been split into
two parts:
–those rights subject to the RTSR
performance condition (75% /
A$1,759,219) and
–those rights subject to the ATSR
performance condition (25% /
A$586,406).
• 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) A$33.06. This has
determined the actual number of
performance rights for each tranche,
as follows:
Performance
rights RTSR
tranches
Actual number of
performance rights
proposed to be
allocated to Mr Matos
~ 4 year deferral1 7, 5 6 0
~ 5 year deferral1 7, 5 6 0
~ 6 year deferral18,092
Sub total53,212
Performance
rights ATSR
tranches
~ 4 year deferral5,853
~ 5 year deferral5,853
~ 6 year deferral6,030
Sub total17, 7 3 6
Tot a l
performance
rights
70,948
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 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 25 – 17 Dec 29)
1 Oct 25 – 30 Sep 29
1 Oct 29 – 17 Dec 2918 Dec 29
~ 5 year deferral (1 Oct 25 – 17 Dec 30)1 Oct 29 – 17 Dec 3018 Dec 30
~ 6 year deferral (1 Oct 25 – 17 Dec 31)1 Oct 29 – 17 Dec 3118 Dec 31

12ANZ 2025 Notice of Annual General Meeting
Performance rights –
Relative TSR (RTSR)
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 (SFS) comparator group.
The SFS 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 SFS
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 TSR
(ATS R)
25% of the performance rights will be
subject to an ATSR hurdle with targets
as outlined below.
ANZ has utilised an LTVR ATSR
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 ATSR targets for each
performance rights award. When
determining the targets, the Board
references ANZ’s weighted average cost
of capital (WACC).
ANZ updated its ATSR model from the
2024 award to reflect a dynamic (rather
than a static) target for cost of capital.
The TSR hurdle is now based on the
WACC over the four-year performance
period. Therefore, the ATSR target will be
adjusted on a time weighted basis unless
the Board applies discretion not to adjust.
Any WACC 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 ATSR 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 ATSR 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 ATSR 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 WACC
over the four-year performance period.
The Board will review and approve any
changes to the cost of capital 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
WACC. The performance rights lapse if
the performance condition is not met.
There is no re-testing.
The Board retains discretion to adjust the
ATSR hurdle in exceptional circumstances
to ensure that Mr Matos is neither
advantaged nor disadvantaged by
matters outside management’s control
that materially affect achievement of the
ATSR performance condition.
If the ATSR of the
company:
The percentage of
performance rights
which will vest is:
Does not reach the
threshold
0%
Reaches the
threshold (currently
10%)
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
15%)
100%
Note, based on the cost of capital at the
start of the performance period, the ATSR
threshold is 10% and the full vesting level
is based on a ATSR of 15%; however this
may be subject to change based on the
WACC 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.

13
Treatment on termination
of employment
Unless the Board determines otherwise, if:
• Mr Matos resigns prior to the vesting
date the restricted rights and
performance rights will lapse;
• Mr Matos’ 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 Matos’ employment is terminated
by ANZ for misconduct with notice,
all unvested restricted rights and
performance rights will lapse on
cessation of employment. If Mr Matos’
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 Matos 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 Matos
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
4
.
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 Matos, 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 Matos 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 Matos’ total
remuneration package, and the Board
would look to review the structure (each
of the elements) of the CEO’s total
remuneration package to determine
appropriate alternative remuneration.
Mr Matos’ 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 the sum of 135% of FR
for 2026, and for 2026 only 53% of FR
for the 2025 ‘top up’ relating to the time
since commencement as CEO (full
opportunity).
Shareholders are referred to the 2025
Remuneration Report published in the
Company’s 2025 Annual Report for further
details of Mr Matos’ remuneration.
As CEO and a director of the Company,
Mr Matos has been granted a total of zero
restricted rights and, zero performance
rights under the ANZ Share Option Plan.
No amount is payable by Mr Matos at
grant or on vesting for restricted rights
and/or performance rights.
There is no loan scheme in relation to
restricted rights and/or performance rights
(or the shares underlying them).
For the settlement of 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 or unless
an exception applies.
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 Matos
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.
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. 4. Where ‘good leaver’ criteria are satisfied Mr Matos must also agree to enter into a
separation agreement with ANZ.

14ANZ 2025 Notice of Annual General Meeting
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 Matos
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 Matos 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 Matos
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 Matos’ 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 Matos 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 Matos
prior to cessation of employment;
• the circumstances of or reasons for
Mr Matos’ 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 Matos);
• 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
Matos 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 Matos 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 Matos’ interests with
shareholders, and the performance rights
provide a strong link between the reward
for Mr Matos’ 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 Matos 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 Matos
abstaining) recommends that
shareholders eligible to do so vote in
favour of the resolution in item 4.
Item 5 – special resolution
requisitioned by members
– amend the Company’s
Constitution (non-board
endorsed item)
Two groups of shareholders have
requisitioned resolutions under section
249N of the Corporations Act. The
Company has included those proposed
resolutions as items 5, 7, 8 and 9 in this
Notice of Meeting.
These resolutions are not endorsed by
the Board.
The same groups of shareholders
have 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.
There are a number of statements
included in the Appendix to this Notice
of Meeting with which we do not agree.
However, ANZ will further engage with
those groups to seek a better
understanding of their perspectives and
identify areas in which ANZ could enhance
its disclosures or strategy in the future.
Reasons why the Board
recommends that Shareholders
vote against item 5
The Board respects shareholders’ rights
to voice their opinions and to propose
changes to the Company’s Constitution;
however, the Board does not consider the
proposed amendment to the Company’s
Constitution to be in shareholders’ best
interests. Accordingly, the Board
recommends that shareholders
vote against it.
Shareholders currently have several
established channels to engage with
the Company and share their feedback,
concerns, or issues. These avenues
include direct communication with our
dedicated Investor Relations and ESG
teams on sustainability topics,
participation in general Company
meetings – where they can ask or submit
questions – distributing members’
statements in accordance with the
Corporations Act, and making choices
regarding the election or re-election of
Directors and other resolutions. Notably,
shareholders already possess a legal right
to propose resolutions at the Company’s
general meetings.
In addition to these avenues, the
Company routinely interacts with
shareholders and other stakeholders to
gain insights into their varied viewpoints
on the Company’s activities.
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.

15
The Company operates in 29 countries
across a complex financial services
landscape. The Board, as outlined by
both the law and the Company’s
Constitution, is responsible for overseeing
the business of the Company, and the
Company’s governance structures have
been designed 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 could cause
general meetings to be dominated by
special interest resolutions focused on
single issues 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 interests of the Company
and shareholders as a whole. Therefore,
the Board recommends that shareholders
vote against the proposed resolution in
item 5.
Item 6 – Spill Resolution
(conditional item)
The resolution in item 6 is a “conditional
resolution”. It will be put to the Meeting
only if 25% or more of the votes validly
cast on the adoption of the Remuneration
Report (item 3) are against the adoption of
the Report, i.e., if a “second strike” is
received. A “first strike” was received in
relation to the adoption of last year’s
Remuneration Report, with a 38.28% vote
against the adoption of that Report.
If the resolution in item 6 is put to the
vote at the Annual General Meeting and
passed, then it will be necessary for the
Board to convene another general
meeting of the Company (“Spill
Meeting”) within 90 days after the
Annual General Meeting.
At the Spill Meeting, all the Directors of the
Company who were in office when the
Board resolution to approve the
Company’s 2025 Directors’ Report was
passed (7 November 2025), other than
the Group Chief Executive Officer, Mr
Matos, will automatically vacate office at
the conclusion of the Spill Meeting unless
they stand for re-election and are
re-elected at the Spill Meeting. The
Directors who were in office when the
Board resolution to approve the
Company’s 2025 Directors’ Report was
passed (other than Mr Matos) are:
Mr Paul O’Sullivan
Ms Alison Gerry
Mr Richard Gibb
Ms Holly Kramer
Ms Christine O’Relly
Mr Jeffrey Smith
Mr Scott St John
If the resolution in item 6 is put to, and
passed at, the 2025 Annual General
Meeting, Ms Gerry and Messrs O’Sullivan
and Smith would need to be re-elected at
the Spill Meeting even if they are elected
or re-elected (as applicable) at the 2025
Annual General Meeting.
The Spill Meeting, if required, would be
subject to a separate notice of meeting in
accordance with the Constitution of the
Company and the Corporations Act.
Shareholders will have an opportunity to
comment on or ask questions about the
conditional spill resolution if it is put to the
Meeting.
Reasons why the Board recommends
that shareholders vote against item 6 if it
is put to the Meeting.
The Board considers the following factors
to be relevant to shareholders’ decisions
on how to vote on this item:
• the Board’s actions to address the
concerns expressed by shareholders in
relation to remuneration issues, including:
–increased and more effective
disclosure in the 2025 Remuneration
Report in relation to the assessment
of executive performance;
significant accountability and
consequences applied to the
remuneration awarded, and equity
vesting, to current and former
executives in the 2025 Financial Year,
as set out in the 2025 Remuneration
Report; and
–the significant disruption to the
Company and its operations involved
in convening and holding a Spill
Meeting within 90 days of this
Annual General Meeting.
Board Recommendation: Having regard to
the matters set out above, the Board does
not consider the proposed resolution to be
in the best interests of the Company and
its shareholders. Therefore, the Board
recommends that shareholders eligible
to do so vote against item 6.
Items 7 and 8 – resolutions
requisitioned by members
– Disclosure of Financed
Deforestation and Strategy
to Eliminate Financed
Deforestation (conditional,
non-board endorsed items)
The resolutions are advisory resolutions.
The resolutions are not endorsed by
the Board.
The resolutions in items 7 and 8 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 items 7 and 8 if
they are put to the AGM
ANZ recognises the importance of, and
links between, climate and nature, as
reflected in our Climate and Environment
Strategy. We acknowledge the
contribution we can make by working
with our customers to understand their
approach to managing nature risks and
opportunities. This encompasses risks
and impacts relating to deforestation,
which we consider within our broader
nature risk management approach.
We are seeking to deepen our
understanding of the impacts and
dependencies our customers face in
relation to nature and biodiversity, as
well as their strategies to mitigate and
manage these risks, through ongoing
customer engagement.
Nature has been part of our discussions
with some of our largest emitting business
customers since 2021. Building on
previous years’ work, this year we ran a
two-tiered nature approach. This involved
gathering information about customers in
our Large Emitters Engagement Program
(LEEP), alongside focused discussions
with a small cohort of customers in certain
sectors, including the materials and food
and beverage sectors (which includes
some of our agribusiness customers).
As part of our targeted engagement, for
subsectors we identified as having
potentially higher deforestation risk, our
bankers had discussions with customers
on deforestation and to understand their
approach to land and forest management.
Our 2025 Climate Report, available at
anz.com/esgreport contains further detail
on this customer engagement.

16ANZ 2025 Notice of Annual General Meeting
ANZ’s approach to assessing and
managing nature-related risks from our
lending practices is anchored in our Social
and Environmental Risk (S&E Risk) policy
framework and supporting processes. The
S&E Risk Policy is strictly applied to large
business customers.
5
It is also applied to
other customers where ANZ perceives that
a customer or their activities may have a
material impact and is otherwise used to
guide decision-making. In applying the S&E
Risk Policy and accompanying Standard,
decision-makers are required to assess the
material impacts (such as material nature
impacts) of ANZ’s large business
customers, including when conducting due
diligence on new to bank large business
customers, prior to a material transaction,
and at least annually for existing large
business customers. The S&E Risk Policy
also seeks compliance with domestic
environmental laws and considers
international best practice standards such
as the Equator Principles and nature-
related risk frameworks (e.g. the Taskforce
on Nature-related Financial Disclosures).
ANZ’s land and forest management policy
further guides our decision-making, and
sets out our expectations and additional
requirements, relating to large business
customers that we consider manage or
have potential to significantly impact areas
of land (land and forest customers).
Our position is clear: we seek to support
land and forest customers that exercise
appropriate land management in
accordance with industry regulation
and local best practice, and customer
activities that avoid or reduce negative
impacts on land or forests and restore
and regenerate ecosystems.
Information about ANZ’s S&E Risk
Policy and Standard (including further
requirements for land and forest
customers) is available at anz.com/
social-and-environmental-risk-
management. These requirements do not
currently apply to Suncorp Bank, however
following ANZ’s acquisition, Suncorp Bank
has commenced a phased transition to
adopt the policies and processes of ANZ.
Beyond our customer engagement and
policy settings, we are also investing in
building our employees’ understanding of
nature-related issues, through the delivery
of specialised training. For example, this
year, we updated our Nature Mindset
2030 learning module, which is made
available to all ANZ employees, to include
specific content on deforestation. We have
also continued our partnership with
Farming for the Future, a not-for-profit
research and change program that seeks
to progress the Australian agricultural
industry’s understanding of on-farm
natural capital and its management.
This year, we worked with Farming for
the Future to deliver Agribusiness banker
training including to upskill employees on
environmental projects on farms such as
carbon, biodiversity and renewable
energy projects.
We will continue to monitor large
business customers’ deforestation-related
risks and impacts through our customer
engagement and social and environmental
risk screening, as well as the evolving
regulatory landscape, and responses to
deforestation from industry bodies and
other stakeholders. We acknowledge that
we have less reported information from
our small business customers about their
approach to land management at the
farm level, including their approach to
managing potential deforestation risks.
However, as one of Australia’s largest
institutional banks, we believe the most
effective role ANZ can play in addressing
deforestation is through supporting large
business customers to reduce supply-
chain exposure, encouraging
transparency, and improving our capability
to provide finance that supports more
sustainable land-use practices.
We also recognise that nature risks and
opportunities are sector- and location-
specific, meaning there are challenges in
identifying and applying a single portfolio-
wide target.
Accordingly, while ANZ does not intend
to set a “no deforestation” target, we
intend to continue to strengthen our due
diligence processes, review our exposure
to potential deforestation risk, and engage
with customers to support further
improvement in managing nature risks.
For example, we are seeking to further
understand the potential exposure our
customers have to nature risks through
progressing our capability to undertake
nature related assessments, leveraging
geospatial capability developed in ANZ’s
Climate Risk & Opportunities Platform.
This is intended to help us to build our
capability so that we can better engage
with our customers to understand this risk.
We will also consider ways to improve
our disclosure of potential exposure to
deforestation, informed by engagement
with the Accountability Framework
Initiative (AFI) or its delivery partners that
we are planning to undertake in 2026. This
engagement is intended to supplement
discussions with our customers, industry
bodies and other stakeholders about their
use of the AFI and what benefits it may
have achieved.
Board Recommendation: Having regard
to the policies and initiatives set out above
as well as the disclosures made in relation
to these matters, the Board does not
consider the proposed resolutions to be
in the best interests of the Company and
shareholders as a whole. Therefore, if
items 7 and 8 are put to the meeting,
the Board recommends that shareholders
vote against the proposed resolutions in
items 7 and 8.
Item 9 – resolution
requisitioned by members
– Transition Plan Approach
and Climate Commitments
(conditional, non-board
endorsed item)
The resolution is an advisory resolution.
The resolution is not endorsed by
the Board.
The resolution in item 9 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 9 if it is put to
the AGM
Climate change and the transition to net
zero is an enormous and complex
challenge. The pace of change to reach
net zero will be different across the sectors
we bank and the regions in which we
operate. We acknowledge that there are
factors, outside of our control, which
impact the pace of the transition.
These include technological
advancements, diversification of the
energy mix, market demand for climate
solutions, evolving consumer preferences
and public policy developments. Currently,
a combination of the above factors has led
to the pace of the economy-wide
transition being slower than envisaged.
These realities impact our approach to
transitioning our lending portfolio to net
zero financed emissions by 2050 in line
with the goals of the Paris Agreement.
We understand that each sector’s path
to net zero will be unique; in some cases,
customers may see a temporary rise in
emissions as they invest in new ventures
or operations that support long-term
decarbonisation. For other customers,
there may be industry specific or market
challenges beyond their control. We seek
5. Customers of ANZ’s Institutional division where ANZ has a credit exposure.

17
to understand the challenges and
complexities that our customers are facing
so that we can better engage and support
their transitions.
Our Group level Climate and Environment
Strategy reflects our vision to finance a
sustainable transition and our objective to
be a trusted partner for our customers,
supporting them to adapt and become
more resilient to a changing environment
and economy. Our 2025 Climate Report
explains more about our Climate and
Environment Strategy.
We have been engaging with many of
our large emitting business customers
on climate-related matters since 2018.
One of the key actions we continue to
take to help support our large business
customers6 to reduce their emissions is
customer engagement through our Large
Emitters Engagement Program (LEEP),
which also supports our Climate and
Environment Strategy. LEEP includes our
largest emitting customers, customers
with Safeguard Mechanism facilities and
sectoral pathway customers that meet
threshold criteria including minimum credit
limits. Expectations for credible transition
plans are evolving and we continue to
review our customer transition plan
assessment framework regularly.
Our 2025 Climate Report, available at
anz.com/esgreport explains how our
LEEP customers are selected, based on
the principle that we want to engage with
customers where we can have the
greatest impact.
This signature initiative encourages and
supports our LEEP customers to improve
their transition plans, while informing our
management of climate-related risks
associated with lending to high-emitting
customers. Our primary focus through this
program is on supporting our customers’
transition and in most cases we have had
a positive response to our engagement.
However, if we observe that a customer’s
transition plan is not progressing
sufficiently to its objectives, or towards
meeting our expectations we will engage
with the customer and may reduce our
support. We intend to engage with our
LEEP customers and assess their
transition plans at least annually,
emphasising the importance of ongoing
improvement, particularly for those with
less mature plans.
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 and
expect customers in the ‘Emerging’
phase to demonstrate sufficient
improvement to move to the ‘Progressing’
phase generally within two years of our
engagement. Our 2025 Climate Report
explains more about the assessment of
our customers’ transition plans, available
at anz.com/esgreport.
As the largest domestic lender to
Australia’s energy sector, the most carbon
intensive part of our economy, we also
understand the importance of supporting
our customers’ transition. We have been
engaging with our energy customers –
major thermal coal, oil and gas, and
electricity generation businesses – since
2018. This year marked a milestone in our
ongoing engagement with our energy
customers and assessment of their
progress. We had set clear expectations
for existing energy customers to achieve
by the end of 2025 and stated that we
may decline or reduce support to
customers that did not meet or had not
sufficiently improved towards those
expectations.
Through this engagement, we have
supported energy customers to
strengthen their transition plans and
report transparently on their climate risks
and opportunities. We assessed transition
plans for customers representing
approximately 90% of credit limits of our
energy customers. This represents the
vast majority of the customer relationships
within the energy customer cohort. We
have assessed the majority of the energy
customer cohort as having met, or made
sufficient improvements towards, our
expectations. Our assessment of energy
customers’ progress provided valuable
insights into how these customers are
approaching the transition to a lower-
emissions economy and highlighted areas
where ANZ can offer targeted support to
accelerate their progress.
Some of our energy customers have not
made sufficient progress towards our
expectations and we have reassessed our
support for them based on this and other
factors, by capping or reducing limits – in
some cases this has occurred before
2025. In other instances, we have exited
the customer, partly on the basis of their
lack of progress in developing their plan.
Beyond our customer engagement, we
apply an enhanced due diligence process
for material energy transactions which, in
some cases, leads to transactions being
escalated to our senior management
officers, as described in our 2025 Climate
Report. Reasons for escalation may
include where we have assessed that the
customer’s transition plan does not yet
meet the requirements for the Mature
phase under our assessment framework.
While we have been engaging with
individual customers through LEEP, we
are also taking a ‘portfolio’ view of our
customers in high emitting sectors. As part
of our Climate and Environment Strategy,
we have set pathways and financed
emissions reduction targets for power
generation, thermal coal, and oil and gas.
These targets are based on science-
based scenarios to limit global
temperature increases to 1.5°C. In 2025
we introduced an internal reporting
mechanism for our sectoral pathways to
provide more regular updates to
stakeholders to monitor progress. Our
2025 Climate Report confirms that we are
currently on-track to achieve our 2030
financed emissions reduction targets for
power generation, thermal coal, and oil
and gas and provides details about all of
our sectoral pathways.
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, if
item 9 is put to the meeting, the Board
recommends that shareholders vote
against the proposed resolution in item 9.
6. Customers of ANZ’s Institutional division where ANZ has a credit exposure.

18ANZ 2025 Notice of Annual General Meeting
Supporting Statements
The statements which follow for Items
5, 7, 8 and 9 were provided by the
shareholders who requisitioned those
resolutions. The statements are not
endorsed by the Board. The Board
recommends that shareholders vote
against items 5, 7, 8 and 9.
Supporting Statement for item 5
Shareholder participation is vital for
healthy corporate governance, yet in
Australia it is restricted by legal and
procedural barriers.
1
Unlike in many
countries, Australian shareholders cannot
directly propose ordinary resolutions.
Instead, they must first pass a special
resolution to amend the company’s
constitution. This limits the ability of
investors to express opinions to the Board
on important issues. In 2024, U.S.
shareholders filed 500 resolutions (14 at
Amazon alone), compared to a handful in
Australia. Allowing ordinary resolutions
benefits companies, shareholders
and stakeholders.
Supporting Statement for
items 7 and 8
Australia’s native forests, home to
some of the most diverse plants and
animals in the world, are being
bulldozed at a globally significant rate
More than 50% of Australia’s native
forests have been cleared or severely
damaged. Over a five-year period from
2016 to 2021, 1.74 million hectares of
deforestation occurred in Australia
2
,
and official data shows that clearing in
Queensland
3
and New South Wales
4
is
still increasing. In recent years, more
deforestation has occurred in Queensland
alone, primarily for pastoral expansion,
than by the entire Indonesian palm oil
sector.
5
Eastern Australia has been
identified as one of eleven ‘deforestation
fronts’ alongside Borneo, the Amazon and
the Congo, that will account for 80% of
the deforestation occurring to 2030.
6
Habitat loss and degradation is the
dominant driver of extinction in Australia,
with 70% of threatened species
impacted.
7
Over 250 Australian scientists
have signed an open letter calling on the
Federal Government to put an end to land
clearing as the single biggest threat to the
nation’s biodiversity.
8

Bank finance is enabling
deforestation in Australia, including
potentially illegal clearing
The majority of deforestation in Australia
is driven by cattle pasture expansion in
Queensland and New South Wales. When
combined, ANZ and Suncorp’s exposure
to potentially illegal deforestation in
Queensland between 2018 and 2020
was the highest of all Australian banks
at 38,931 hectares.
9

A recent investigation that selected 100
cases of deforestation linked to major
banks through mortgages, flagged that
ANZ (inclusive of Suncorp) had the second
highest exposure of its peers to financed
deforestation at 4,374 hectares
cleared.
10
One third of cases linked to ANZ
obtained no federal approval despite likely
meeting the thresholds for impacts on
threatened species habitat that would
require an approval under Australia’s
Environment Protection and Biodiversity
Conservation Act 1999.
This raises regulatory risk for ANZ’s
customers, increasing default risk for our
bank where actions are taken against
landholders by Government or third
parties. Publicity of illegal activity missed in
bank credit risk assessments may have
reputational implications for our company
where it concerns the effectiveness of risk
management and oversight mechanisms.
Deforestation poses material risks whether
it is legal or illegal.
Nature and climate risks are
financial risks for our bank and
its customers
Our company has recognised that the
agriculture sector has the highest potential
dependency on ecosystem services
provided by nature
11
including soil
stabilisation, flood mitigation and climate
regulation. Deforestation can bring about
damaging processes like erosion that
worsens soil quality and reduces the
productive capacity of agricultural land.
12

Research across Australia shows that as
forest becomes cleared, degraded and
fragmented, there is a greater chance of
drought occurring in that area.
13
These
nature impacts, among many others, are
drivers of default risk. Deforestation also
increases the risk of urban flooding
14
,
potentially exposing our bank to credit risk
in entire regions that it finances and from
mortgage-backed securities of uninsured
or underinsured property.
When forests are cleared or burnt, stored
carbon is released into the atmosphere
and carbon sinks are destroyed,
heightening climate risk. All sectors of the
economy that ANZ finances will face
escalating impacts from global warming
if deforestation continues unchecked.
Our bank’s decision makers need
better data to assess instances
of deforestation
Within its Social and Environmental Risk
Policy our Company has identified ‘Land
and Forest Management’ as a Sensitive
Sector with specific climate and nature
requirements for large business customers
that must be considered in the provision of
finance. This stipulates that ANZ decision
makers should have awareness of the
impacts and proposed activities in relation
to deforestation. There does not appear to
be a specific policy requiring this
awareness for smaller customers that are
having outsized deforestation impact.
While it has conducted a desktop review
of its 100 largest emitting customers,
ANZ suggests that this list excludes
certain customers with higher nature
impacts and dependencies. An analysis
of exposure to commodities with a
high-risk of deforestation and in high-risk
regions will identify opportunities for
targeted engagement to address the
most severe impacts.
Appendix
1. https://acsi.org.au/wp-content/uploads/2020/02/Shareholder-resolutions-in-Australia.Oct17.pdf 2. https://parlinfo.aph.gov.au/parlInfo/download/committees/estimate/28741/
toc_pdf/Rural%20and%20Regional%20Affairs%20and%20Transport%20Legislation%20Committee_2025_02_25.pdf;fileType=application%2Fpdf#search=%22committees/
estimate/28741/0000%22 3. https://www.qld.gov.au/environment/land/management/mapping/statewide-monitoring/slats/slats-reports/2022-23-slats-report/key-findings
4. https://wwf.org.au/news/2025/disturbing-40-jump-in-nsw-land-clearing 5. https://www.acf.org.au/news/financed-deforestation 6. https://wwfint.awsassets.panda.org/downloads/
deforestation_fronts___drivers_and_responses_in_a_changing_world___full_report_1.pdf 7. https://soe.dcceew.gov.au/ 8. www.endlandclearing.org.au 9. https://canopy.acf.org.
au/m/2926867fc7486ee3/original/2304_Nature_BankingOnNatureDestructionReport_FOR_WEB.pdf 10. https://www.acf.org.au/news/financed-deforestation 11. https://www.anz.
com.au/content/dam/anzcomau/about-us/anz-2024-climate-related-financial-disclosures.pdf 12. https://www.pc.gov.au/research/supporting/land-degradation
13. https://www.csiro.au/en/news/all/articles/2016/february/intact-ecosystems-the-best-buffer-against-climate-change 14. https://doi.org/10.1016/j.scitotenv.2021.150577

19
Peers are committing to no
deforestation to build resilience
to climate impacts and evolving
regulation
As part of its Net-Zero Banking Alliance
(NZBA) 2030 Agriculture sector target,
Westpac has set a no deforestation target
which provides for no further conversion
of natural forest to agricultural land use
within farm systems from 2026. While
ANZ is a member of NZBA, it has not set
any targets of this nature, stating that it
‘remains premature’ to do so. This does
not reflect the conclusion drawn by
Westpac and other global peers such as
Barclays and BNP Paribas that recognise
deforestation is a key driver of climate
change and biodiversity loss.
15
The Science Based Targets Initiative (SBTi)
recently published the Financial
Institutions Net-Zero Standard which
includes a recommendation that financial
institutions commit to no new in-scope
financial activities involving portfolio
entities engaged in commodity-driven
deforestation.
16
It has identified the
Accountability Framework initiative (AFi)
as a credible framework, recommending
AFi’s cutoff date, December 31st 2020,
to reduce the risk of customers clearing
before a future cut-off date.
196 countries have signed the Global
Biodiversity Framework’s agreement to halt
and reverse nature loss, including Australia,
and the EU Deforestation Regulation is
shortly coming into force for deforestation-
linked products sold into EU markets,
including from regions labelled low risk. A
strategy to eliminate financed deforestation
will build resilience to stronger regulations
for ANZ and its customers.
We urge shareholders to support
these resolutions.
Supporting Statement for item 9
ANZ is Australia’s biggest funder of fossil
fuels, having loaned over $20 billion to the
industry since 2016.
17
ANZ’s financing of
fossil fuel expansion undermines its
commitments to the climate goals of the
Paris Agreement and net zero emissions
by 2050.
In 2024, 27.2% of ANZ shareholder votes
were cast in favour of a resolution
requesting further disclosure on the
bank’s approach to the climate transition
plans (CTP) of its fossil fuel customers.
18
ANZ’s current disclosures relating to CTP
expectations are the weakest of Australia’s
big four banks, still allowing for continued
financing of fossil fuel companies
misaligned with the bank’s climate
commitments. ANZ’s stated expectation for
fossil fuel customers to “Establish specific,
time bound, public, Paris-aligned transition
plans and diversification strategies for their
businesses” by the end of 2025 is
contradicted by the inadequate standards
outlined in the bank’s framework.
19
ANZ is increasingly lagging peers,
exposing the bank to heightened financial,
legal, regulatory and reputational risks.
This resolution seeks to mitigate risk by
ensuring ANZ’s policies and actions are
clearly aligned with its stated climate
commitments.
CTP policy: not Paris-aligned
In successive disclosures since
November 2021, ANZ has stated it
expects ‘energy sector’ customers to
have climate transition plans in place by
the end of 2025.
20
Since then, shareholders have sought
further disclosure addressing:
1. Whether ANZ will require all ‘fossil fuel
companies’ to have climate transition
plans in place by October 2025 for ANZ
to provide ‘new financing’; and
2. Whether and how ANZ will assess
such transition plans for credible
alignment with the 1.5°C goal of the
Paris Agreement.
21

While ANZ has published numerous
updates on its CTP approach since
2021,
22
none have sufficiently addressed
either point.
ANZ has failed to answer the fundamental
question underpinning this policy: Are fossil
fuel clients required to be Paris-aligned to
receive new or renewed finance?
ANZ’s latest CTP policy:
23
• Is the only one among Australia’s big
four banks that does not have a clear
threshold for declining new or renewed
finance to a fossil fuel customer,
regardless of how misaligned that
customer’s plans are with the goals
of the Paris Agreement.
• Does not require Paris-aligned Scope 3
emissions reduction targets (typically
accounting for 65-90% of upstream
fossil fuel companies’ emissions)
24
• Lacks detail on escalatory steps
ANZ will take upon determining a
fossil fuel customer is not on a
Paris-aligned trajectory.
Investors have no evidence that ANZ’s
current policy will result in financing
decisions aligned with the bank’s climate
commitments.
Financing fossil fuel expansion
The Intergovernmental Panel on Climate
Change (IPCC) warns that lifetime
emissions from existing and committed
fossil fuel infrastructure would exceed the
carbon budget for well below 2°C,
25
while
the International Energy Agency concludes
that achieving net zero by 2050 allows no
coal mine expansions or new oil and gas
fields.
26
15. https://www.unepfi.org/wordpress/wp-content/uploads/2023/10/PRB-Nature-Target-Setting-Guidance-Supplement-on-Case-Studies.pdf 16. https://sciencebasedtargets.org/
financial-institutions 1 7. https://www.marketforces.org.au/campaigns/banks/banking-climate-failure/ 18. https://www.anz.com/content/dam/anzcom/shareholder/anz-agm-2024-
meeting-results.pdf 19. https://www.anz.com.au/content/dam/anzcomau/about-us/anz-energy-customer-approach-nov-2024.pdf 20. https://www.anz.com.au/content/dam/
anzcom/shareholder/ANZ-2021-Climate-related-Financial-Disclosures.pdf; https://www.anz.com.au/content/dam/anzcom/shareholder/2022-anz-climate-related-financial-
disclosures-report.pdf; https://www.anz.com.au/content/dam/anzcomau/about-us/anz-2023-climate-related-financial-disclosures.pdf; https://www.anz.com.au/content/dam/
anzcomau/about-us/anz-energy-customer-approach-nov-2024.pdf 21. https://www.marketforces.org.au/wp-content/uploads/2024/10/ANZ-Resolution-2024.pdf 22. https://www.
anz.com.au/about-us/esg/reporting/; https://www.anz.com/shareholder/centre/reporting/investor-presentations/ 23. https://www.anz.com.au/content/dam/anzcomau/about-us/
anz-energy-customer-approach-nov-2024.pdf 24. https://cdn.cdp.net/cdp-production/cms/guidance_docs/pdfs/000/003/504/original/CDP-technical-note-scope-3-relevance-
by-sector.pdf 25. https://www.ipcc.ch/report/sixth-assessment-report-working-group-3/ 26. https://www.iea.org/reports/net-zero-by-2050; https://www.iea.org/reports/
world-energy-outlook-2022; https://www.iea.org/reports/net-zero-roadmap-a-global-pathway-to-keep-the-15-c-goal-in-reach; https://iea.blob.core.windows.net/
assets/9ea2076e-5a0d-4a0d-9767-a1eec20aff23/TheImplicationsofOilandGasFieldDeclineRates.pdf.

shareholder.anz.com
In 2025, ANZ continued to finance
companies expanding fossil fuels, including:
• Participating in a ~$12.9 billion loan to
BP, a company pursuing up to 20 oil and
gas growth projects.
27
• Loaning ~$61 million to Woodside as
part of a $1.83 billion deal after the
company sanctioned Louisiana LNG
28
,
which could produce lifetime emissions
of 1.6 billion tonnes of CO2-equivalent.
29
Further out of step with
best practice
In direct contrast to ANZ’s policy,
Commonwealth Bank (CBA) has adopted
a clear, science-based standard for CTPs.
Its policy applies a simple binary
assessment, determining whether
a fossil fuel client is either:
• Paris-aligned (eligible for new and
renewed finance); or
• Not Paris-aligned (not eligible for new
and renewed finance).
30
This difference in approach was
exemplified in August 2024, when
ANZ participated in a $1.24 billion loan
refinancing for Santos, a company
targeting final investment decisions on
three new oil and gas projects.
31
CBA,
which participated in the original facility,
used the refinancing as an opportunity
to withdraw.
32
CBA’s clear policy and lending activity
provide much greater confidence that the
bank has a reasonable basis for its climate
statements, compared to ANZ.
Regulatory and legal risk
ANZ faced historic regulatory scrutiny
in 2025, including receiving a record
$240 million fine for misconduct from
ASIC, with ASIC’s Chair stating “there are
fundamental issues with ANZ’s risk and
compliance culture that require the
board’s and executives’ urgent attention.”
33
The Wyman review identified poor risk
governance in ANZ’s Markets division,
which was likely to be present elsewhere
in the Group.
34
These concerns, combined
with ANZ’s fossil fuel financing activity and
inadequate policies, cast serious doubt
over ANZ’s capability to integrate climate
change as a material risk into its strategy,
risk management, and policies.
Australian misleading and deceptive
conduct law requires companies to have
a reasonable basis for making climate-
related statements, including net zero
commitments.
35
The misalignment
between ANZ’s climate commitments and
ongoing financing of fossil fuel expansion
raises significant greenwashing risks,
which are potentially exacerbated by
the bank’s policy settings.
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.”
36
Regulators have begun enforcement in
this area, with some companies fined
several million dollars for misconduct.
37

ASIC’s Chair has stated a major form of
misconduct is “net zero statements and
targets, that were either made without
a reasonable basis or that were
factually incorrect”.
38
ANZ’s risk and compliance culture is
already being closely watched by
regulators. Knowingly providing new
finance to customers not credibly on a
Paris-aligned trajectory from the end of
2025 could invite additional scrutiny.
This resolution presents an opportunity
for ANZ to address these risks.
Register to receive a detailed investor
briefing prior to the AGM: marketforces.
org.au/ANZ-briefing-2025
2 7. https://www.bp.com/en/global/corporate/what-we-do/our-strategy-at-work.html 28. https://www.woodside.com/docs/default-source/asx-announcements/2025/028-woodside-
approves-louisiana-lng-development.pdf 29. https://www.theguardian.com/environment/2025/apr/29/woodside-commits-18bn-to-us-project-that-climate-advocates-warn-would-
export-harmful-gas-until-the-2070s-ntwnfb 30. https://www.commbank.com.au/content/dam/commbank-assets/investors/docs/results/fy25/2025-annual-report.pdf, p.115. https://
www.commbank.com.au/content/dam/commbank/about-us/download-printed-forms/environment-and-social-framework.pdf 31. https://investorbriefings.marketforces.org.au/
link/490502/5/ 32. https://investorbriefings.marketforces.org.au/link/143132/13/. 33. https://www.asic.gov.au/about-asic/news-centre/news-items/asic-press-conference-on-240-
million-penalty-against-anz-for-widespread-misconduct/ 34. https://www.anz.com.au/content/dam/anzcomau/mediacentre/pdfs/mediareleases/2025/OW-Global-Markets-
Business-Review.pdf 35. https://asic.gov.au/regulatory-resources/financial-services/how-to-avoid-greenwashing-when-offering-or-promoting-sustainability-related-products/
36. https://www.un.org/sites/un2.un.org/files/high-level_expert_group_n7b.pdf 3 7. 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/; https://www.asic.gov.au/about-asic/news-centre/find-a-media-release/2025-releases/25-042mr-active-
super-ordered-to-pay-10-5-million-penalty-in-asic-s-third-greenwashing-court-action/ 38. https://asic.gov.au/about-asic/news-centre/speeches/
greenwashing-a-view-from-the-regulator/

---

ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791
13 November 2025
Market Announcements Office
ASX Limited
Exchange Place
Level 27
39 Martin Place
SYDNEY NSW 2000
Proxy Form
ANZ Group Holdings Limited (ANZ) today released its Proxy Form relating to the upcoming ANZ 2025 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 (Sydney time) Tuesday, 16 December 2025
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
Victoria Street West
Auckland 1142
New Zealand
Appoint your proxy and view the 2025 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.
2025 Annual General Meeting
Proxy Form

ANZ238474A
ANZ Group Holdings Limited ABN 16 659 510 791 12294
Where applicable below, please mark ‘X’ to
indicate your directions
X
Change of address If your address details are
incorrect, mark this box and make the correction
in the space to the left. Shareholders sponsored
by a broker (reference number commences with
‘X’) should advise their broker of any changes.
ANZ238474A
3170 57A
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 2025 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 2025 AGM of ANZ to be held at the International Convention Centre, Darling Harbour Theatre, 14 Darling Drive,
Sydney NSW 2000 on Thursday, 18 December 2025 commencing at 9:00am (Sydney 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, 6, 7, 8 and 9 (where items 6, 7, 8 and 9 are 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, 4 and 6 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, 4 and 6.
Appoint a proxy to vote on your behalf
Step 1
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.
Proxy Form
Step 3
Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1
Sole Director & Sole Company Secretary
Director/Company Secretary
Securityholder 3
Director
Securityholder 2
Date
/ / 2025
Mobile NumberEmail Address
By providing your email address, you consent to receive future
Notice of Meeting & Proxy communications electronically
Update your communication details (Optional)
the Chair
of the Meeting*
OR
Board recommendation: The Board recommends (with any interested director abstaining) that shareholders vote FOR items
2, 3 and 4, and AGAINST items 5, 6, 7, 8 and 9 (where items 6, 7, 8 and 9 are put to the Meeting).
For Against Abstain
2 Election and Re-election of Board endorsed candidates
For
For
For
2 (a) To elect Ms A R Gerry
2 (b) To re-elect Mr P D O’Sullivan
2 (c) To re-elect Mr J P Smith
For3 Adoption of the Remuneration Report
For
4 Grant of restricted rights and performance rights to Mr N A Matos
Against
5 Amend the Company’s Constitution (special resolution)
Against
6 Spill Resolution (conditional item)
Against
7 Disclosure of financed deforestation (conditional item)
Against
8 Strategy to eliminate financed deforestation (conditional item)
Against
9 Customer transition approach and climate commitments (conditional item)

---

ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791
13 November 2025
Market Announcements Office
ASX Limited
Exchange Place
Level 27
39 Martin Place
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 2025 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, 18 December 2025
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.
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/ANZ2025
and click on the join meeting now button.
Australian Residents
SRN or HIN and postcode of your
registered address
Overseas Residents
SRN or HIN and country of your
registered address
Appointed Proxies
Please contact Computershare
Investor Services on +61 3 9415 4024
to request your unique email invitation
link prior to the meeting day
Online
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/ANZ2025
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) 2025 Annual General Meeting
(AGM or Meeting) will be held on Thursday, 18 December 2025
commencing at 9:00 am (Sydney Time) at Darling Harbour Theatre,
ICC Sydney, 14 Darling Harbour Drive, Sydney NSW 2000.
02
Can I update my details to receive
electronic communications?
Receiving your communications electronically is an important
way to stay informed as an ANZ shareholder.
We encourage you to take this opportunity to switch to electronic
communications. This will help us with sustainable practices that
also enable the fastest possible access to information in a secure
and cost-effective way.
Scan this QR Code to update your details
online or open your browser and go to
www.investorcentre.com/au and update
your details online.
03
How do I access the documents online?
You can access all of the documentation at anz.com/agm from
Thursday, 13 November 2025.
Important notice
Notice of Meeting and Proxy Form
You are able to request a hard copy of the Notice of Meeting
and Proxy Form. These 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.
Issues accessing the online platform
04
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
05
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.
06
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.
Please refer to ‘How do I ask a question?’
section for further information.
How do I vote?
07
Appointing a proxy to vote on my behalf
If you are not attending the Meeting in person, 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 (Sydney Time) on Tuesday, 16 December 2025.
MethodHow to appoint a proxy
OnlineOpen your browser and go to:
investorvote.com.au/login AGM (Control Nbr 135013)
In writingTo request Proxy forms (and hard copy
Notice of Meetiing) – 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
08
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

anz.com
ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791
How do I ask a question?
09
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 (Sydney Time)
on Thursday, 11 December 2025.
MethodHow to ask a question
OnlineOpen your browser and go to:
investorvote.com.au/login
AGM (Control Nbr 135013) 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 (Sydney Time)
on Thursday, 11 December 2025. 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
10
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.
11
What if I lose connection with the Online
Platform and miss my opportunity to ask
a written or verbal 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?
12
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.
13
I am not a shareholder. Can I attend or watch
the meeting in person?
This is a shareholder meeting and non-shareholders (who are not
proxies, corporate representatives, or attorneys) are generally not
permitted to attend the AGM in person. Non-shareholders may only
be admitted at ANZ’s discretion and if they have been pre-
registered. If you are a shareholder and require a non-shareholder
to accompany you to the AGM, please contact cosec@anz.com by
5.00pm (Sydney time) on Thursday, 11 December 2025 to apply
to register a non-shareholder. Pre-registered guests must present
photo identification on arrival at the AGM.

ANZ Group Holdings Ltd (“ANZ”) – Trading to resume 10:15am Notification of cessation of securities - ANZ

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.

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