2026 Annual General Meeting Documents

ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791
12 November 2026

Market Announcements Office
ASX Limited
Exchange Place
Level 27
39 Martin Place
SYDNEY NSW 2000

Chairman’s letter to shareholders

ANZ Group Holdings Limited (ANZ) today released its Chairman’s letter to shareholders in relation to the upcoming
ANZ 2026 Annual General Meeting.

The letter has been approved for distribution by ANZ’s Chairman.


Yours faithfully

Simon Pordage
Company Secretary
ANZ Group Holdings Limited

ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791
Paul D O'Sullivan
Chairman
12 November 2026
Dear shareholder
2026 Annual General Meeting
On behalf of the Directors of ANZ Group Holdings Limited (ANZ), I confirm that ANZ's 2026 Annual
General Meeting (AGM) will be held in person on Thursday, 17 December 2026 commencing at 9:00am
(Perth Time) at the Perth Convention and Exhibition Centre, Riverside Theatre, Level 2, 21 Mounts Bay
Road, Perth WA 6000.
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 (Perth Time)
on Tuesday, 15 December 2026. Shareholders cannot vote online during the AGM.
Guest Policy
For those shareholders who are planning to attend the AGM in person, it is important to note that non-
shareholders are not generally allowed to attend the AGM. If you are a shareholder or representative and
wish to bring a guest (for example as a support person), we have a policy around pre-registering guests.
Details of how to apply to pre-register can be found in both the Notice of Meeting and Online Meeting
Guide and Frequently Asked Questions document. We request all attendees to bring photo ID to assist
with registration.
Thank you for your continued support of ANZ. We look forward to your attendance and the opportunity
to engage with you at ANZ’s 2026 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
12 November 2026

Market Announcements Office
ASX Limited
Exchange Place
Level 27
39 Martin Place
SYDNEY NSW 2000

Notice of 2026 Annual General Meeting

ANZ Group Holdings Limited (ANZ) today released its Notice of 2026 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

The 2026 Annual General Meeting
(AGM or Meeting) of ANZ Group Holdings
Limited (Company or ANZ) will be
held on Thursday, 17 December 2026
commencing at 9:00am (Perth Time) at
Perth Convention and Exhibition Centre.
ANZ Group Holdings Limited (ANZ) ABN 16 659 510 791
Contents
Time and location of the Annual General Meeting 2
ANZ Shareholder Centre Website 3
2026 Annual Report 3
Annual General Meeting Agenda 4
How Business will be conducted at the Meeting 4
Notice of 2026 Annual General Meeting 6
Explanatory Notes 9
Appendix 19
2026
Notice of
Annual General
Meeting

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ANZ 2026 Notice of Annual General Meeting
2
Time and location of
the Annual General Meeting
Thursday, 17 December 2026
at 9:00am (Perth Time)
Perth Convention & Exhibition Centre
Riverside Theatre, Level 2
21 Mounts Bay Road, Perth WA 6000

3
Perth Convention and Exhibition Centre
Perth Convention and Exhibition Centre is located in the heart
of Perth city, adjacent to the Swan River. There is quick and
easy access to and from the Centre by car, train, bus, taxi,
ferry and on foot.
Bus
Elizabeth Quay Busport is located adjacent to Perth Convention
and Exhibition Centre. Many bus services depart and arrive at the
Elizabeth Quay Busport including the free CBD `Blue and Green
CAT’ service. Perth’s other major busport is the Wellington Street
Bus Station, located along Wellington Street next to the Perth
Central train station.
Tra i n s
Elizabeth Quay train station is located at the doorstep of the
Centre and services the Mandurah and Joondalup Railway Line.
Other train stations within close proximity of the Centre include:
• Perth Underground station (Mandurah and Joondalup
Railway Line) located on the corner of William Street
and Murray Street Mall; and
• Perth Central station (Armadale-Thornlie Railway Line,
Fremantle Railway Line and Midland Railway Line) located
along Wellington Street (across from Forrest Place).
• An underground walkway connects the Perth Central
station to the Perth Underground station.
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.
2026 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.
2026 Annual Report
anz.com/annualreport
Important Dates
Thursday, 10 December 2026,
5:00pm (Perth Time)
Last date to pre-submit written questions
(including for the auditor)
Tuesday, 15 December 2026,
9:00am (Perth Time)
Latest time for receipt of proxy appointments
Tuesday, 15 December 2026,
4:00pm (Perth Time)
Register cut off time to determine voting eligibility
Thursday, 17 December 2026,
9:00am (Perth Time)
Annual General Meeting
Friday, 18 December 2026
2026 Final dividend payment date
Ferries
A ferry service operates across the Swan River between
Elizabeth Quay Jetty (Perth) and Mends Street Jetty (South Perth).
Elizabeth Quay Jetty is only a short walk to the Centre. Services
operate daily from 7:50am to 7:20pm (extended times operate
on weekdays and during the summer months).
For all bus, train or ferry information, or to plan your journey,
please contact Transperth on 13 62 13 or visit its website.
For hearing impaired TTY, please contact (08) 9428 1999.
Walking
Walking access into the Centre on Level 1 is via Mill Street or
Mounts Bay Road. Level 2 can be accessed via the Elizabeth
Quay Busport overpass.
Driving
Car park access is via Mill Street, Mounts Bay Road and the
Riverside Drive off ramp of the Mitchell Freeway. Access to
the Level 1 Plaza area is from Mill Street or Mounts Bay Road.
Ta x i
Perth Convention and Exhibition Centre is a designated Cab
Spot location. A taxi phone is located at the Plaza Entry doors
on Level 1. The Cab Spot number is 1088. Alternatively, to book
a taxi, please contact:
Swan Taxis 13 13 30
Black and White Taxis 13 10 08

ANZ 2026 Notice of Annual General Meeting
4
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.
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 and Sustainability Report, as well as to ask questions
of the Company’s External Auditor, KPMG.
Thursday, 17 December 2026
8:00am (Perth Time)
Registration opens
Please bring your proxy form with you as it will assist
with your registration. All attendees will also need to
bring photo identification to register.
8:15am (Perth Time)
Refreshments served
9:00am (Perth Time)
Annual General Meeting commences
• Welcome to shareholders – Chairman
• Chairman’s presentation
• Chief Executive Officer’s presentation
• Items of Business
Asking questions online during the meeting
Shareholders who are unable to attend the Meeting may ask
a question and make comments 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 http://meetnow.global/
ANZ2026. 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 and Sustainability Reports, 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.
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 will be required to be stored in
the cloakroom until the end of the event. Transparent bags will
be provided for essential items (medication, etc). Shareholders,
proxy holders, corporate representatives, attorneys and guests
must present photo identification on arrival at the meeting.
Please allow time to complete your registration and bag
check ahead of the AGM starting.
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 will 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 (for example, as a support person), please contact
cosec@anz.com by 5.00pm (Perth Time) on Thursday,
10 December 2026 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.

5
Pre-submitting questions
Shareholders are encouraged to submit questions in advance
of the AGM.
A “Questions from Shareholders Form” is available on our
Website anz.com/agm. You can also submit any questions
via the Proxy Voting Link investorvote.com.au/login
(Control Nbr 138860).
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 and Sustainability Report), must be received by
the Company by 5:00pm (Perth Time) on 10 December 2026,
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.
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 (Perth Time) on Tuesday, 15 December
2026; 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.

ANZ 2026 Notice of Annual General Meeting
6
Notice is given that the 2026 Annual General Meeting of the Company will be held on Thursday, 17 December 2026
commencing at 9:00am (Perth Time) at Perth Convention & Exhibition Centre.
Business
1. Annual reports
To receive and consider the Financial Report, Sustainability
Report, and the Reports of the Directors and of the Auditor
for the year ended 30 September 2026.
2. Election and re-election of Board
Endorsed candidates
(a) To elect Ms R A Slade
To consider, and if thought fit, to pass the following resolution
as an ordinary resolution:
“That Ms Rachel Alicia Slade be elected as a director of
the Company”.
Ms Slade, who was appointed by the Board after the 2025
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 Ms H S Kramer
To consider, and if thought fit, to pass the following resolution
as an ordinary resolution:
“That Ms Holly Suzanne Kramer be re-elected as a director
of the Company”.
Ms Kramer, who was elected by shareholders at the 2023
Annual General Meeting, is retiring in accordance with Rule
3.5 of the Company’s Constitution and, being eligible, offers
herself for re-election.
3. Adoption of the Remuneration Report
To consider and, if thought fit, to pass the following as an
ordinary resolution:
“That the Remuneration Report for the financial year ended
30 September 2026 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. Increase in Non-Executive Directors’ fee pool cap
To consider and, if thought fit, to pass as an ordinary resolution,
the following:
“That, in accordance with Listing Rule 10.17, the Company’s
Constitution and for all other purposes, the maximum total fees
payable to non-executive Directors be increased by AUD750,000
per annum, from AUD4,000,000 per annum to AUD4,750,000
per annum on the terms and conditions in the Explanatory Notes
to the Notice convening this Meeting.”
A Voting Restriction applies to this resolution.
6. 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 the 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.”
7. Disclosure of financed deforestation
(Conditional Resolution)
The following proposed resolution has been requisitioned
under section 249N of the Corporations Act. The resolution is
not endorsed by the Board and will only be put to the meeting
if the resolution in item 6 is passed by shareholders. To
consider, and if thought fit, to pass the following resolution
as an ordinary resolution:
Noting the considerable support for this resolution at last year’s
meeting which has not resulted in any additional disclosure,
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.
Notice of 2026 Annual General Meeting

1
ANZ ‘Energy customers’ definition: https://www.anz.com.au/content/dam/anzcomau/about-us/anz-2025-energy-customer-approach.pdf, page 8.
7
8. Disclosure of a pathway to deforestation-free
finance (Conditional Resolution)
The following proposed resolution has been requisitioned
under section 249N of the Corporations Act. The resolution
is not endorsed by the Board and will only be put to the
meeting if the resolution in item 6 is passed by shareholders.
To consider, and if thought fit, to pass the following
resolution as an ordinary resolution:
Deforestation linked to bank lending, including potentially
illegal cases, poses material risks to the bank and its
customers. ANZ has not disclosed any initiatives to reduce
risks arising from deforestation impacts, placing it behind
domestic and global peers.
Shareholders therefore request that ANZ disclose a pathway
to achieve deforestation-free finance in line with credible
frameworks such as the Accountability Framework initiative.
9. Transition Plan Assessment Disclosure
(Conditional Resolution)
The following proposed resolution has been requisitioned
under section 249N of the Corporations Act. The resolution is
not endorsed by the Board and will only be put to the meeting
if the resolution in item 6 is passed by shareholders. To
consider, and if thought fit, to pass the following resolution
as an ordinary resolution:
Shareholders request that ANZ disclose, by the end of 2027,
a time-bound plan to strengthen its climate transition plan
assessment framework and associated financing policies for
‘Energy Customers’
1
to ensure that:
1. Assessment criteria adequately evaluate whether these
customers’ business activities, capital expenditure plans
and emissions reduction targets and strategies are credibly
aligned with the goals of the Paris Agreement.
2. Clear criteria and implementation timelines are established
for declining new or renewed finance to Energy Customers
whose fossil fuel activities are inconsistent with credible
Paris-aligned pathways.
Voting Restrictions
Voting restrictions for item 3 (adoption of the
remuneration report)
ANZ will disregard any votes cast on the resolution in item 3 by,
or on behalf of, a member of ANZ’s Key Management Personnel
(KMP) named in the Remuneration Report for the financial year
ended 30 September 2026 or their closely related parties
(regardless of the capacity in which the vote is cast); or as a proxy
by a person who is a member of ANZ’s KMP at the date of the
Meeting or their closely related parties, unless the vote is cast
as proxy for a person entitled to vote on the resolution in item 3:
• in accordance with the directions on the Proxy Form; or
• by the Chair of the Meeting pursuant to an express authorisation
to exercise the proxy even though the resolution in item 3
relates to the remuneration of 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
• 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.
Voting restrictions for item 5 (increase in
Non-Executive Directors Fee Pool Cap)
ANZ will disregard any votes cast on the resolution in item 5:
• in favour of the resolution by or on behalf of a Director or
any of their 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 5:
• as a 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 even though the
resolution is connected with the remuneration of ANZ's KMP; or
• by a holder acting solely in a nominee, trustee, custodial or
other fiduciary capacity on behalf of a beneficiary provided
the following conditions are met:
– the beneficiary provides written confirmation to the holder
that the beneficiary is not excluded from voting, and is not
an associate of a resolution; and
– the holder votes on the resolution in accordance with
directions given by the beneficiary to the holder to vote
in that way.

ANZ 2026 Notice of Annual General Meeting
8
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 5, 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, 4 and 5 and against the resolutions in items 6, 7, 8
and 9 (where items 7, 8 and 9 are put to the Meeting).
Associates
The Voting Restrictions for item 4 apply to “associates” of
Mr Matos and the Voting Restrictions for item 5 apply to
"associates" of Directors. 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
4:00pm (Perth Time) on Tuesday, 15 December 2026.
Holders of the Company’s ordinary shares may vote on all
resolutions put to the Meeting, 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.
If a shareholder appoints a proxy or attorney and subsequently
attends the Meeting in person, the proxy or attorney's authority
to attend, speak and vote at the Meeting will be suspended while
the shareholder is present at the meeting.
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
(Perth Time) Tuesday, 15 December 2026).
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 (Perth Time) Tuesday, 15 December 2026).
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. Appointed proxies, attorneys and
corporate representatives must present photo identification
on arrival at the Meeting.
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
Group Company Secretary
Melbourne, 12 November 2026

9
Item 1 – Annual Reports
In accordance with section 317 of the Corporations Act 2001 (Cth)
(Corporations Act), the Financial Report, Sustainability Report, and
the reports of the Directors and the Auditor for the financial year
ended 30 September 2026 will be laid before the Meeting.
A copy of the Company’s 2026 Annual Report, including the
Financial Report, Sustainability Report, and the Reports of the
Directors and of the Auditor for the year ended 30 September
2026, 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 audits, the preparation and
content of the Auditor’s Reports, the accounting policies adopted
by ANZ in relation to the preparation of the Financial and
Sustainability Reports, and the independence of the auditor
in relation to the conduct of the audits.
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 Slade and Ms Kramer 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, fit and proper (with appropriate
checks made prior to appointment), 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 2026 Corporate Governance Statement at
anz.com/annualreport
.
Item 2(a) To elect Ms R A Slade
Qualifications:
BEc(HONS)
Contribution to the Board
• More than 25 years’ banking experience spanning retail,
business, private and transaction banking, with deep
customer and transformation expertise.
• Former Group Executive, Business & Private Banking at
National Australia Bank (NAB), leading NAB’s largest division,
including small business, agribusiness, private banking and
advisory businesses.
• Former Group Executive, Personal Banking and Group
Executive, Chief Customer Experience Officer at NAB, with
responsibility for products, digital, innovation, marketing and
customer experience.
• Held senior leadership roles across Westpac Group for
17 years, spanning transaction banking, retail and business
banking, strategy, transformation, and mergers and acquisitions.
Relevant other directorships
None
Relevant former directorships held in last three
years include
None
Board Recommendation: The Board (with Ms Rachel Slade
abstaining) recommends that shareholders vote in favour of
the election of Ms Rachel Slade.
Item 2(b) To re-elect Ms H S Kramer
Qualifications:
BA (HONS), MBA
Contribution to the Board
• Over 30 years’ international experience across retail,
telecommunications, manufacturing and digital sectors.
• Led Best&Less as Chief Executive Officer and held senior
roles at Telstra, Pacific Brands and Ford.
• Governance experience across major Australian and
New Zealand boards and committees and President
of the Commonwealth Remuneration Tribunal.
Relevant other directorships
Director: Telstra Group Limited (from 2026) McKinnon (from
2024, Chairman 2024 to 2026) and Fonterra Co-operative Group
Limited (from 2020).
Member: Board Advisory Group, Bain & Company (from 2021).
Relevant former directorships held in last three
years include
Former Director: Endeavour Group Limited (2021–2023) and
Woolworths Group Limited (2016–2025).
Former Pro Chancellor: Western Sydney University (2018–2024).
Board Recommendation: The Board (with Ms Holly Kramer
abstaining) recommends that shareholders vote in favour
of the re-election of Ms Holly Kramer.
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
2026, to shareholders for consideration and adoption by
a non-binding vote. The Remuneration Report contains:
• information about Board policy for determining the nature
and amount of remuneration of the Company’s Directors
and most senior executives;
• a description of the relationship between the remuneration
policies, and the Company’s performance; and
• remuneration details for KMP (including the Directors of
the Company) for the period ended 30 September 2026.
The Remuneration Report, which is part of the 2026
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. Shareholders will
have a reasonable opportunity to ask questions and make
comments on the Remuneration Report.
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.
Explanatory notes

ANZ 2026 Notice of Annual General Meeting
10
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’ 2027 variable remuneration.
LTVR is structured to provide material weight to non-financial
measures in line with APRA’s Prudential Standard CPS 511
Remuneration, with delivery as 50% LTVR restricted rights (prior
to the pre grant assessment) and 50% LTVR performance rights.
Following completion of the 2027 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:
• 2027 LTVR, delivered in the form of 50% restricted rights
and 50% performance rights, with a combined current
face value LTVR opportunity of A$3,577,500, 100% of full
opportunity (which equates to the sum of 135% of fixed
remuneration for 2027).
• 2027 LTVR will be deferred over four to six years with a
two-year exercise period post the end of the relevant
deferral period.
• 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.
• 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 2026
and ends four years later on 30 September 2030.
• 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.

11
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 17 December 2026 (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 Group CEO’s focus on achieving
stretching performance objectives that support ANZ’s business
strategy and drive long-term sustainable outcomes for
shareholders, with material weight provided to non-financial
measures in accordance with Prudential Standard CPS 511
Remuneration. 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$3,577,500.
• The restricted rights award value (i.e., A$1,788,750) has then
been split into three tranches (33% ~4 year deferral, 33% ~5
year deferral and 34% ~6 year deferral) and then divided by
the volume weighted average price (VWAP) of ANZGHL shares
traded on the ASX in the five trading days up to and including
1 October 2026, i.e., the start of the four-year performance
period – which was A$38.02. 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 deferral15,525
~ 5 year deferral15,525
~ 6 year deferral15,996
Total restricted rights47, 0 4 6
• The performance rights award value (i.e., A$1,788,750) has
been split into two parts:
– those rights subject to the RTSR performance condition
(75% / A$1,341,562.50) and
– those rights subject to the ATSR performance condition
(25% / A$447,187.50).
• 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$38.02. 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 deferral11,644
~ 5 year deferral11,644
~ 6 year deferral11,997
Sub total35,285
Performance rights
ATSR tranches
~ 4 year deferral3,881
~ 5 year deferral3,881
~ 6 year deferral3,999
Sub total11,761
Total performance
rights
47, 0 4 6
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. Assess Prudential soundness;
• Assess whether ANZ met the applicable capital ratio and
liquidity prudential minimums.
2. Assess risk measures;
• Consider material risk outcomes and APRA’s active supervision.
3. Apply Board judgement and discretion.
• Consider the severity and impact of matters, consequences
already applied and whether any further Group-level or
individual level reduction is appropriate.
The assessment is not intended to be formulaic given the
circumstances requiring the application of Board discretion
will typically be different or unique.

ANZ 2026 Notice of Annual General Meeting
12
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 26 – 16 Dec 30)
1 Oct 26 – 30 Sep 30
1 Oct 30 – 16 Dec 3017 Dec 30
~ 5 year deferral (1 Oct 26 – 16 Dec 31)1 Oct 30 – 16 Dec 3117 Dec 31
~ 6 year deferral (1 Oct 26 – 16 Dec 32)1 Oct 30 – 16 Dec 3217 Dec 32
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
50th percentile
0%
Reaches or exceeds the
50th percentile
50%, plus 2% for every
one percentile increase
above the 50th percentile
Reaches or exceeds the
75th percentile
100%
Performance rights – Absolute TSR (ATSR)
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’s ATSR model reflects a dynamic (rather than a static) target
for cost of capital. The TSR hurdle is 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 approach 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 the 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 threshold0%
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%

13
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 an 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.
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
1
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’
2
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
3
.
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 Group CEO’s total
remuneration package to determine appropriate alternative
remuneration.
Mr Matos’ current total remuneration package is comprised of:
• Fixed Remuneration (FR) of A$2,650,000 (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 2027.
1
‘ANZ’ means Australia and New Zealand Banking Group Limited, the employing entity.
2
‘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.
3
Where ‘good leaver’ criteria are satisfied Mr Matos must also agree to enter into a separation agreement with ANZ.

ANZ 2026 Notice of Annual General Meeting
14
Shareholders are referred to the 2026 Remuneration Report
published in the Company’s 2026 Annual Report for further
details of Mr Matos’ remuneration.
As Group CEO and a director of the Company, Mr Matos has been
granted a total of 70,949 restricted rights and, 70,948
performance rights under the ANZ Share Option Plan.
Grant date
Number of restricted
rights granted% vested% lapsed
18 Dec 2570,949To be confirmed
post vesting date
Tot a l70,949
Grant date
Number of performance
rights granted% vested% lapsed
18 Dec 2570,948To be confirmed
post vesting date
Tot a l70,948
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.
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.

15
Item 5 – Increase in Non-Executive Directors’
Fee Pool Cap
In accordance with the Company’s Constitution and the ASX
Listing Rules, the non-executive Directors are entitled to be paid
for their services such annual fees as the Board determines,
provided that the annual fees do not exceed in aggregate the
maximum sum that is from time to time approved by shareholders
in a general meeting.
At the 2012 Annual General Meeting, shareholders approved
to set the maximum annual aggregate amount payable as
remuneration to all non-executive Directors, by way of directors’
fees, at AUD4,000,000 per annum (inclusive of superannuation).
ASX Listing Rule 10.17 provides the Company must not increase
the total aggregate amount of non-executive Directors’ fees
payable by it and any of its child entities without the approval
of shareholders. A similar requirement is set out in Rule 10.2
of ANZ's constitution.
This resolution seeks Shareholder approval for the increase
of the aggregate amount of fees available to be paid to non-
executive Directors by AUD750,000, from the current amount
of AUD4,000,000 to an aggregate amount of AUD4,750,000
per annum.
The Board has determined that this increase to the non-executive
Directors fee pool is appropriate for the following reasons:
(a) to accommodate any increase in the number of non-
executive Directors in the future, promoting orderly and
structured Board renewal and succession;
(b) to allow for appropriate increases to the remuneration of
non-executive Directors over time in an increasingly complex
regulatory environment. Any increase in non-executive
director remuneration will be required to be reported in the
Remuneration Report contained within the Annual Report
which shareholders are required to vote on each year; and
(c) to bring the Company's fee cap in line with its domestic peers.
At the time of issuing this, at AUD4,000,000 per annum, the
current fee cap is the joint lowest of all ASX10 companies as
set out below. The Board believes it appropriate for the cap
to be increased in line with peers:
a. ANZ: AUD4 million (current). AUD4.5 million (proposed)
b. Commonwealth Bank of Australia: AUD4.75 million
c. National Australia Bank: AUD4.5 million
d. Westpac Banking Corporation: AUD4.5 million
e. Macquarie Group: AUD5 million
f. CSL: AUD4.5 million
g. Woodside: AUD4.67 million
h. Wesfarmers: AUD4 million
i. Rio Tinto: GBP4 million (approx. AUD7.6 million)
j. BHP: USD3.8 million (approximately AUD5.4 million)
The maximum aggregate fees payable to Directors has not been
increased since the 2012 Annual General Meeting. This proposed
level of permitted fees does not mean that the Company must
pay the entire amount approved as fees in each year. However,
the Board considers that it is reasonable and appropriate to
establish this amount as this will provide the Company with the
flexibility to attract appropriately qualified non-executive Directors
and to act quickly if the circumstances require it.
Details of ANZ’s approach and the amount of remuneration paid
to non-executive directors is set out in the Remuneration Report
for the year ended 30 September 2026. If the resolution is not
passed, the Company will not be able to increase the aggregate
amount of fees available to be paid to the non-executive Directors.
This may inhibit the ability of the Company to remunerate, attract
and retain appropriately skilled non-executive Directors.
Additional Information required by ASX Listing
Rule 10.17:
In the last three years, no equity securities have been issued to
non-executive Directors pursuant to ASX Listing Rule 10.11 or
10.14 (with shareholder approval).
Board Recommendation: The Board, acknowledging that
each non-executive Director has a personal interest in their
own remuneration, unanimously recommends that shareholders
vote in favour of this resolution.
Items 6 to 9 – resolutions requisitioned by
members (not endorsed by the Board)
Shareholders represented by Sustainable Investment Exchange,
whose campaign partner is Australian Conservation Foundation
(Resolutions, 6, 7 and 8), and Market Forces (Resolution 9),
have requisitioned resolutions under section 249N of the
Corporations Act. The Company has included those proposed
resolutions as items 6, 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.
Reasons why the Board recommends that
Shareholders vote against item 6
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.

ANZ 2026 Notice of Annual General Meeting
16
This includes senior executives and, where appropriate Directors,
meeting with shareholders and special interest groups to seek
their views on matters affecting the Company and communities
in which we operate.
The Company operates in 29 countries across a complex financial
services landscape. 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 6.
Reasons why the Board recommends that
shareholders vote against items 7 and 8 if
they are put to the AGM
The Board recommends that shareholders vote against items 7
and 8, if they are put to the AGM. Item 7 asks ANZ to assess and
publicly disclose its deforestation exposure through lending to
agriculture customers, and item 8 asks ANZ to disclose a pathway
to deforestation-free finance.
The Board takes the issue of deforestation seriously. ANZ
recognises the importance of identifying and managing potential
deforestation-related risks and has continued to strengthen its
approach. In 2026, this included portfolio analysis, targeted banker
training, focused customer engagement and enhancements to
the process for reviewing allegations, and ANZ has also expanded
its public disclosure of its approach to deforestation. The Board
considers the approach proposed in the resolutions unnecessary
and unduly prescriptive at this stage, and not reflective of the
disclosures made in this year’s annual report or the ongoing
enhancements made to ANZ’s management of these risks.
How ANZ manages deforestation risk
In its FY26 Sustainability Report, ANZ voluntarily disclosed
detail about how it is seeking to understand nature risks and
opportunities. Expanding on previous disclosures, ANZ provided
further detail, including about actions undertaken in 2026 that
are specific to improving its understanding of potential exposure
to deforestation risk.
ANZ takes a risk-based approach to nature-related risks, such
as those relating to water and land management including
deforestation, that may arise from lending to large business
customers
1
. Customer- and activity-specific assessment is
preferred because potential deforestation-related risks vary
by activity, geography, applicable laws and approvals, available
evidence, financing purpose and customer circumstances.
Industry and customer assessment is undertaken through ANZ’s
Social and Environmental (S&E) Risk Policy, S&E Risk Standard
and related tools and processes. The S&E Screening Tool helps
ANZ assess social and environmental risks that may result in
potential financial and/or non-financial risks to ANZ Bank Group.
This assessment is performed for large business customers
and certain large customers within Business and Private Bank.
It is carried out when conducting due diligence on new-to-bank
customers
2
, when reviewing existing customers (at least annually),
prior to a material transaction, or when ANZ Bank Group becomes
aware of a material change to the customer’s activities or a
material impact occurring
3
.
Improvements made in 2026
During 2026, ANZ completed the following deforestation-related
actions to build on its existing approach:
• undertook a portfolio-level analysis to identify sectors and
activities where deforestation risk may be heightened.
ANZ expects land and forest customers
4
involved in forest
management, palm oil or soy activities to have public
commitments to high standards via certification or
independent verification;
• delivered targeted nature-risk training to agribusiness bankers,
including to support customer engagement and strengthen
knowledge on key matters such as the Environment Protection
and Biodiversity Conservation Act 1999 (Cth) (EPBC Act);
• engaged with a small cohort of large business customers
in sectors with potentially heightened deforestation risk on
emerging regulatory and market developments, including
topics such as the EPBC Act and the European Union
Deforestation Regulation;
• continued to enhance and invest in its Climate Risks and
Opportunities Platform, which could support geospatial
assessment of land-based risks and link relevant customer
exposures to land parcels over time. As its geospatial risk
capability matures, ANZ will seek to explore how it could
be used for nature or deforestation risk assessments.
ANZ’s current approach remains targeted and risk-based,
recognising data challenges, differing definitions, nascent
methodology and proxy datasets;
• convened a Queensland Producer Advisory Panel with
select Business & Private Bank agribusiness customers
to understand how producers are experiencing emerging
policy, regulatory and market developments related to land
management and deforestation;
• engaged with a delivery partner of the Accountability
Framework Initiative (AFI) to better understand implementation
of AFI guidance in the Australian context; and
• completed a gap analysis of relevant customer due
diligence processes within Business & Private Bank.
In 2027, ANZ is making strategic investments to build targeted
nature capability and improve data-driven decision-making.
Over time, this focus will help strengthen the integration of
nature into decision-making, support improved customer
outcomes and enhance the consistency between ANZ’s
climate and nature risk management.
1
The customers of ANZ’s Institutional division where ANZ has a credit exposure.
2
Customer where ANZ has had no meaningful lending relationship within the last 12 months. Entities
or assets acquired from existing ANZ customers are not classified as new-to-bank customers.
3
S&E Risk Policy is strictly applied to large business customers. 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.
4
Large business customers
that we consider manage or have the potential to significantly impact areas of land.

17
Board recommendation: resolution in item 7
The Board recommends that shareholders vote against item 7.
The Board recognises the importance of understanding potential
exposure to deforestation-related risk but considers the proposed
resolution unnecessary given ANZ’s expanded disclosures on how
it identifies, assesses and manages these risks. ANZ will continue
strengthening its data, due diligence, customer engagement and
risk-management capabilities and will consider whether further
changes are warranted as capability develops.
Board recommendation: resolution in item 8
The Board recommends that shareholders vote against item
8. The Board does not consider it appropriate to commit to a
prescribed pathway to deforestation-free finance before the
implications of the proposed scope, definitions, cut-off dates,
data requirements, customer impacts, monitoring and financing
consequences have been assessed. Customer- and activity-
specific assessment is preferred at this stage because potential
deforestation-related risks vary by activity, geography, applicable
laws and approvals, available evidence, financing purpose and
customer circumstances.
ANZ has engaged constructively with the Australian Conservation
Foundation on this important issue and appreciates its perspective.
Reasons why the Board recommends that
shareholders vote against item 9 if it is put
to the AGM
The Board recommends that shareholders vote against item 9,
if it is put to the AGM. The Board considers the resolution to be
unnecessary and not to be in the best interests of the Company
and shareholders. The resolution asks ANZ to disclose a time-
bound plan on how it assesses the climate transition plans of
its ‘Energy Customers’, and to set clear criteria and timelines for
declining finance to those whose fossil fuel activities are not on
a Paris-aligned path.
The Board takes the issue of climate transition seriously and
recognises the importance of credible customer transition plans.
However, ANZ already assesses these plans through its Large
Emitters Engagement Program (LEEP), which covers selected
higher-emitting customers and encourages them to improve
their plans through engagement. Where a customer does not
show sufficient progress, ANZ implements a customer-specific
account plan. This plan may cap or reduce lending or, where
appropriate, result in ANZ exiting the relationship. The Board
considers this customer-specific approach more appropriate
than prescribed criteria that would require ANZ to decline
financing irrespective of a customer’s circumstances, market
context or transition progress.
How ANZ assesses specific customers’
transition plans
LEEP covers selected higher-emitting customers in both energy
and non-energy sectors. This includes our largest emitting
customers, customers with Safeguard Mechanism facilities and
sectoral pathway customers that meet threshold criteria, including
minimum credit limits
1
. Together, these selection criteria provide
broad coverage across higher-emitting customers in both energy
and non-energy sectors.
ANZ’s customer transition plan assessment framework
evaluates LEEP customers’ transition plans across the categories
of governance, targets, risk management and disclosure. ANZ
rates the maturity of each plan as ‘Emerging’, ‘Progressing’ or
‘Mature’. The assessment looks at customers’ Scope 1–3
emissions-reduction targets, including which emissions the
targets cover and whether they are Paris-aligned. To be rated
‘Mature’, a customer must have Paris-aligned interim targets for
Scope 1 and Scope 2, a commitment to net zero by 2050 and
clear plans to achieve those targets. Paris-aligned interim Scope
3 targets are considered but are not required for a ‘Mature’ rating.
Where relevant to evaluating a customer’s transition plan, ANZ’s
engagement and assessment also consider the customer’s
planned capital expenditure allocated to decarbonisation and
associated financing.
LEEP outcomes shape how ANZ engages with each customer.
ANZ expects customers rated ‘Emerging’ to strengthen their
transition plans and reach at least the ‘Progressing’ phase within
two years of continuous engagement. Where sufficient progress
is not demonstrated, ANZ implements a customer-specific
account plan that sets the level of future lending and other
support. These plans are approved by senior Business, Risk
and Group Climate & Nature representatives, and relevant
transactions are subject to enhanced review and approval.
In 2026, ANZ engaged with 160 customers in its LEEP cohort
and assessed the maturity of their transition plans. Of these,
26 were assessed as ‘Emerging’. ANZ developed account plans
for 22 of them, including 19 Energy Customers, and these plans
resulted in limits being capped or reduced for the majority of
customers. ANZ is developing account plans for a further four
customers that have not demonstrated sufficient progression.
Depending on the circumstances, an account plan may also
restrict ANZ’s participation in new financing opportunities or,
where a customer is unwilling to engage and improve its
transition plan, result in ANZ exiting the relationship. Where
customers demonstrate a willingness to engage and strengthen
their transition plans, ANZ will continue to support them. In
certain instances, this may include financing specific activities
that reduce the customer’s emissions.
ANZ takes a customer-specific approach to account plans because
it allows ANZ to recognise industry-specific or market challenges
beyond a customer’s control that affect their transition plan.
1
Our 2026 Sustainability Report explains how our LEEP customers are selected.

ANZ 2026 Notice of Annual General Meeting
18
ANZ’s lending policies for specific sectors
LEEP operates alongside ANZ’s published sectoral pathways and
lending policies. As part of its Climate and Nature Strategy, ANZ
has set Paris-aligned sectoral pathways for power generation,
thermal coal, and oil and gas
1
. ANZ’s lending policies for the
energy sector are, in summary:
• phase out direct financing
2
to thermal coal miners
3
and
coal-fired power plants by the end of 2030. We achieved
this for coal-fired power plants in 2026.
• not onboard any new-to-bank
4
upstream oil and gas
customers or provide lending to new-to-bank
4
extractives
customers
5
that derive more than 10% of revenue from
thermal coal mining
3
. Should national energy security issues
arise and our assistance is sought, we will consider exceptions
on a case-by-case basis.
• not directly finance
2
new projects or expansions of the following:
– Upstream oil and gas projects (including new LNG
liquefaction plants, floating production storage and
dedicated offloading infrastructure) or new midstream
infrastructure dedicated solely to new upstream oil and
gas projects (such as new transmission pipelines);
– Thermal coal mines or extensions to the operating
life of existing mines; and
– Coal-fired power plants.
For more detail on ANZ’s lending policies for the energy
sector, refer to ANZ’s 2026 Sustainability Report and its power
generation, oil and gas, and thermal coal sectoral pathways.
Board recommendation: The Board recognises the concern
underpinning Market Forces’ resolution but considers it
unnecessary. ANZ already assesses the maturity and credibility
of relevant customers’ transition plans, and for customers that
have not demonstrated sufficient progress, it implements
customer-specific account plans that may cap or reduce limits
or, where appropriate, result in ANZ exiting the relationship. The
Board considers this approach more appropriate than automatic
financing ineligibility based on prescribed criteria, as it allows
ANZ to weigh a customer’s transition progress against industry-
specific or market challenges beyond the customer’s control.
Having regard to this and the disclosures made, the Board does
not consider the proposed resolution to be in the best interests
of the Company and shareholders as a whole and, if item 9 is put
to the meeting, recommends that shareholders vote against the
proposed resolution in item 9. ANZ has engaged constructively
with Market Forces and appreciates its perspective.
1
Our 2026 Sustainability Report, Appendix 2 Financed and Facilitated Methodology, explains how customers are selected for inclusion in each of our sectoral pathways.
2
Having a
direct nexus to the asset, such as limited recourse project financing or a ‘use-of-proceeds’ or ‘project-related’ corporate loan. It does not include general corporate purpose lending.
3
A large business customer allocated by ANZ to ANZSIC code 1102 (Brown coal mining). ANZ considers the end use of coal when allocating an ANZSIC code. If a customer’s
predominant activity is producing thermal coal used for power generation, they are assigned to ANZSIC code 1102. ANZ excludes metallurgical coal miners and diversified miners
that produce thermal coal from ANZSIC code 1102.
4
Customer where ANZ has had no meaningful lending relationship within the last 12 months. Entities or assets acquired from
existing ANZ customers are not classified as new-to-bank customers.
5
A large business customer of ANZ involved in exploration, mining and/or primary mineral processing; oil or
gas exploration and production, development, extraction, processing, storage and transport; associated facilities including major infrastructure; mining contracting and haulage; or
smelters and metals refineries, but excludes customers that only operate downstream secondary metals processing, other than in the case of smelters.

19
Supporting Statements
The statements which follow relate to Items 6, 7, 8
and 9 and 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 6, 7, 8 and 9.
Supporting Statement for Item 6
Shareholder participation is vital for healthy corporate governance,
yet in Australia it is restricted by legal and procedural barriers. 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, limiting investor
influence over company direction and ESG risks. Allowing ordinary
resolutions benefits companies, shareholders and stakeholders.
Supporting Statement for Items 7 and 8
Shareholder support for uplift in deforestation disclosure ignored
Significant support for these resolutions last year has not resulted
in any improvement in disclosure nor a shift in intent from the bank
to address deforestation-related risks. The Board has ignored the
reasonable request from nearly a quarter of shareholders to have
the bank assess its deforestation exposure. The absence of a
specific approach to identify illegal or legal deforestation by its
customers highlights a weakness in due diligence processes
and risk management.
ANZ’s board has a duty under the Corporations Act 2001 (Cth)
to carefully consider the bank’s exposure to nature-related risks
through its lending. Directors may otherwise be found liable for
breaching their duty of care where efforts have not been made
to determine the foreseeable risk of harm from nature impacts.
1
Last year the bank said it was ‘seeking to improve [its] understanding
of the impacts and dependencies – positive and negative –
nature and biodiversity can have on [its] customers’.
2
Without
any substantive disclosure provided to date, it is not clear to
shareholders how the bank is carrying this out.
Investigations continue to link ANZ finance to deforestation,
including potentially illegal clearing
Expansion of pasture for livestock has rendered Eastern Australia
a global deforestation hotspot.
3
Official data shows that clearing
in Queensland was in excess of 270,000 hectares in the last
reporting period,
4
which was almost nine times more than
clearing for the entire Indonesian palm oil sector during the
same period.
5
The Australian Conservation Foundation’s (ACF) most recent
investigation identified 2,449 hectares of deforestation linked to
ANZ finance.
6
The investigation only examined a portion of the
deforestation occurring in Australia and ANZ’s actual exposure
could be much larger. None of the cases linked to ANZ obtained
federal approval despite many of them likely meeting the
threshold for impacts on threatened species habitat requiring
referral under Australia’s Environment Protection and Biodiversity
Conservation (EPBC) Act 1999.
The Responsible Investment Association of Australia’s 2024
survey of bank customers found 83% of customers wanted
a commitment from their bank to protect biodiversity.
7

The destruction of habitat for iconic Australian species like the
Grey Falcon (the bank uses a falcon animation to market fraud
protection), Koala and Pink Cockatoo is clearly misaligned with
consumer preferences, creating reputational risk for the bank.
This risk is growing as more consumers recognise ANZ’s role
in financing deforestation.
Deforestation gives rise to credit risks, concentrated in
agribusiness lending
ACF’s investigations have found that ANZ has the second highest
cumulative hectares of deforestation linked to any Australian bank
with 45,753 hectares.
8
The materiality of ANZ’s deforestation-
related risk exposure is not however limited to customers engaging
in deforestation – it extends to all sectors that depend on nature,
with agriculture among the most dependent.
Deforestation leads to reductions in biodiversity, disruption to
the water cycle, degraded soil, increased likelihood of physical
climate events and carbon emissions. These impacts are
reducing the resilience of Australia’s ecosystems and the
ecosystem services that agribusiness customers depend on.
Soil degradation in Australia is estimated to cost $224 billion
annually in lost ecosystem services and production capacity.
9
Combined with lower rainfall, fewer pollinators and pest controllers,
deforestation hinders farm profitability and the value of loan
collateral. This has credit risk implications for agribusiness lending,
to which ANZ’s exposure grew over 20.8% in FY25 to $39.5bn.
10
Deforestation increasing the severity of climate risks across
ANZ’s loan portfolio
Deforestation is a climate risk multiplier, increasing the likelihood
of drought, while also drastically increasing flood risk in catchment
areas by up to 700%.
11
While ANZ has not conducted a physical
risk assessment of its agriculture exposure, the bank estimates
2.7% of its consumer lending is currently vulnerable to climate
perils.
12
World Bank analysis has found severe disaster episodes
have raised non-performing loans by 0.6% in the years
following.
13
With a rising insurance protection gap in Australia,
14

reducing deforestation is a necessary mitigant to limit future
impairments in the consumer and business bank.
Appendix
1
https://pollinationgroup.com/wp-content/uploads/2023/11/Joint-Memorandum-of-Opinion-Nature-related-risks-and-directors-duties.pdf
2
https://www.anz.com.au/content/
dam/anzcomau/about-us/anz-2025-climate-report.pdf
3
https://wwfint.awsassets.panda.org/downloads/deforestation_fronts___drivers_and_responses_in_a_changing_world___
full_report_1.pdf
4
https://www.qld.gov.au/environment/land/management/mapping/statewide-monitoring/slats/slats-reports/2023-24-slats-report
5
https://news.mongabay.
com/2026/05/loopholes-undermine-palm-oil-industrys-antideforestation-pledges/
6
https://www.acf.org.au/publications/reports
7
https://cdn.prod.website-files.com/67a17dcc236
2afe3723b9c97/6850b48ad3c0cc469be2352e_From-Values-to-Riches-2024_RIAA_compressed.pdf
8
https://www.acf.org.au/publications/reports
9
https://www.robertcostanza.
com/wp-content/uploads/2017/02/2016_J_Sutton_ELD_LandDegradation.pdf
10
https://www.anz.com/content/dam/anzcom/shareholder/1H26-results-announcement/1H26-
ANZ-Results-presentation-and-IDP.pdf
11
https://doi.org/10.1038/s43247-025-02748-6
12
https://www.anz.com/content/dam/anzcomau/about-us/anz-2025-climate-report.pdf
13
 https://documents1.worldbank.org/curated/en/099614202282325736/pdf/IDU010b823eb0a253042430a92f0c19e5f0c80bc.pdf
14
https://www.apra.gov.au/news-and-
publications/mind-gap-insurance-climate-vulnerability-assessment

1
https://canopy.acf.org.au/m/1bdee9bee85112cb/original/How-claims-of-a-net-increase-in-forest-cover-mask-the-truth-about-the-environmental-impact-of-land-clearing-in-
Australia.pdf?_gl=1*1lbejud*_gcl_au*Mzc1MTE4MjAzLjE3Nzk2ODgyNDY.*_ga*MjEwNTg2NTU4OS4xNzU1ODM4OTg0*_ga_F2SYMWY8QD*czE3ODE3NDQzMTMkbzYyJGcwJHQxNzg
xNzQ0MzEzJGo2MCRsMCRoMA.
2
https://www.anz.com.au/about-us/esg/reporting/
3
https://forest500.org/wp-content/uploads/2026/06/F500_2026_FinanceReport_FINAL.pdf
4
 https://canopy.acf.org.au/asset/2f9cbd66-126d-4c91-ab10-f5ed47180693/2604_Corporate_GuideOnDeforestation_FINAL.pdf
5
https://www.anz.com.au/content/dam/anzcom/
shareholder/ANZ-2020-Climate-related-Financial-Disclosures.pdf
6
https://www.anz.com.au/content/dam/anzcom/shareholder/ANZ-2021-Climate-related-Financial-Disclosures.
pdf
7
https://www.ipcc.ch/report/ar6/syr/downloads/report/IPCC_AR6_SYR_FullVolume.pdf
8
https://www.iea.org/reports/net-zero-roadmap-a-global-pathway-to-keep-the-
15-c-goal-in-reach
9
https://www.anz.com/content/dam/anzcomau/about-us/anz-2025-climate-report.pdf
10
https://cdn.cdp.net/cdp-production/cms/guidance_docs/
pdfs/000/003/504/original/CDP-technical-note-scope-3-relevance-by-sector.pdf
11
https://www.shell.com/what-we-do/our-strategy/sustainability/climate.html
12
https://www.
shell.com/news-and-insights/newsroom/news-and-media-releases/2026/shell-takes-final-investment-decision-to-double-lng-canada-capacity.html
ANZ 2026 Notice of Annual General Meeting
20
Emissions from forest loss, which averaged 55 million tonnes of
CO2-e since 2000,
1
are also contributing to increasingly frequent
and severe climate events. ACF’s investigations have estimated
2.9 million tonnes of CO2-e from deforestation linked to its finance
through its last two investigations. These emissions must be
addressed by the companies accountable for them, including
ANZ, however the bank has not disclosed how it aims to address
these emissions despite producing a climate report since 2017.
2
Transition risk from ANZ customers failing to implement
deforestation-free supply chains
Major beef buyers in Australia and overseas have committed to
no-deforestation, including Coles, Woolworths, McDonalds and
Aldi. With regulations arising to meet the commitments made
by national governments to the Glasgow Declaration, including
Australia and the largest importers of Australian beef, the market
for deforestation-free beef will continue to grow.
The bank’s livestock customers that fail to adopt nature-positive
practices risk losing access to high value markets, so there is
a clear incentive for the bank to identify and support these
customers in a pathway to deforestation-free. ANZ has not
disclosed any initiatives to this end.
A pathway to deforestation-free finance is required
to reduce risk
Global peers throughout Asia, South America, the EU and UK are
making progress towards their deforestation-free commitments.
Forty-one percent of the largest financial institutions globally have
set a deforestation-free commitment for one or more commodities.
3
A pathway to achieve deforestation-free finance allows time
for implementation and would reduce physical and transition risk
exposure across the bank’s loan portfolio over time. The pathway
steps could be aligned with best practice guidance from The
Accountability Framework initiative: a credible framework used
by companies globally to set and implement deforestation-free
commitments.
With no steps being disclosed to date, the concern remains
that ANZ does not intend to address impacts from deforestation
and close the gap to domestic peers Westpac and NAB.
4
Supporting Statement for Item 9
ANZ’s climate transition plan framework requires strengthening
ANZ has long committed to “improving transparency to show
how our financing decisions are supporting the achievement
of the Paris Agreement goals.”
5
In 2021, ANZ stated
6
that it
expected energy customers to establish specific, time-bound,
public transition plans and diversification strategies by 2025.
Shareholders acknowledge ANZ’s subsequent disclosures
regarding its customer transition plan (CTP) assessment
framework, however material gaps and concerns remain.
ANZ’s CTP assessment criteria remain insufficient to establish
that customers’ business activities and planned capital
expenditure are credibly Paris-aligned. Unlike domestic peers,
ANZ’s framework does not establish clear financing ineligibility
for fossil fuel customers whose activities are incompatible with
Paris-aligned pathways.
Five years after communicating its CTP expectations, ANZ
must move beyond monitoring incremental improvements in
customers’ plans that remain inconsistent with the Paris climate
goals. Shareholders seek a time-bound plan to strengthen
assessments and establish clear criteria and timelines for
declining new or renewed finance to customers that continually
fail to demonstrate credible Paris alignment.
ANZ’s existing criteria do not adequately assess
Paris alignment
The Intergovernmental Panel on Climate Change warns that
lifetime emissions from existing and committed fossil fuel
infrastructure would exceed the carbon budget for a well-below
2°C warming outcome,
7
while the International Energy Agency
concludes that achieving net zero emissions by 2050 allows no
coal mine expansions or new oil and gas fields.
8
ANZ’s 2025 CTP assessment framework
9
categorises customers
as Emerging, Progressing or Mature.
However, critical indicators of credible Paris alignment are
insufficiently incorporated, including:
• Whether planned capital expenditure, particularly investment
to facilitate new or expanded fossil fuel production, is consistent
with Paris-aligned pathways.
• Targets and plans to reduce Scope 3 emissions, which typically
represent 64-89% of fossil fuel producers’ total emissions.
10
• The extent of reliance on offsets and carbon capture
and storage.
Consequently, customers can meet ANZ’s criteria for a ‘Mature’
transition plan while pursuing business strategies incompatible
with the Paris Agreement.
Continued financing of fossil fuel expansion highlights
these shortcomings
ANZ has continued providing financial support to major oil and
gas companies pursuing fossil fuel expansion, including Shell,
Santos, Woodside and BP.
ANZ’s participation in a AU $12.035bn loan to Shell in September
2025, just before its requirement for CTPs came into effect,
illustrates ANZ’s flawed settings. Shell’s publicly disclosed
transition strategy
11
would likely satisfy ANZ’s criteria for a
‘mature’ transition plan, despite Shell continuing to pursue
and sanction large fossil fuel expansion projects that are
incompatible with the Paris climate goals.
12

The Climate Action 100+ Net Zero Company Benchmark found
70% of Shell’s 2024 capital expenditure was misaligned with
a well-below 2°C scenario.
1
This demonstrates the risk of conflating transition plan ‘maturity’
with credible Paris alignment, essentially overlooking the fact that
the customer’s strategy is incompatible with ANZ’s commitment
to support the achievement of the Paris Agreement goals through
its financing decisions.
ANZ’s increasing exposure to Beetaloo-related risks
reinforces the need for stronger criteria
ANZ’s customers, APA Group, Santos, and INPEX, have all
recently advanced upstream and transmission development
plans for the Beetaloo Basin, one of Australia’s largest proposed
shale gas developments.
2
Industry estimates indicate up to 500 trillion cubic feet
3
of
discovered and prospective gas resources, representing an
extraordinarily dangerous potential increase in emissions.
Such developments would require substantial investment in
long-lived fossil fuel production and enabling infrastructure,
exposing financiers to significant transition, financial and
reputational risks.
ANZ’s existing criteria do not adequately address whether
customers’ planned fossil fuel expansion, or infrastructure
enabling it, is consistent with Paris-aligned pathways. This risk
extends beyond direct project financing to general corporate
lending and capital markets activities.
ANZ lags domestic peers in linking assessments to
financing decisions
ANZ has disclosed that it may cap, reduce or exit customer
relationships where customers fail to meet its CTP expectations.
4

However, it has not established clear, publicly disclosed thresholds
at which customers pursuing activities incompatible with Paris-
aligned pathways become ineligible for new or renewed finance.
ANZ’s domestic peers have adopted stronger approaches:
• CommBank has established minimum transition plan
requirements, with customers failing to meet these criteria
ineligible for new or renewed corporate and trade finance
and bond facilitation.
5
• NAB requires transition plans for financing activities involving
in-scope fossil fuel customers, with assessment criteria
addressing Scope 3 emissions, capital expenditure alignment,
reliance on offsets, and approach to capping and reducing
coal, oil and gas production. NAB will not provide new or
renewed finance to customers in its lowest rated transition
plan category.
6
• Westpac makes customers receiving its lowest transition plan
rating ineligible for new or renewed corporate lending and bond
facilitation, subject to national or energy security exceptions.
7
These policies establish precedent for stronger assessment
criteria and clearer links between transition plan assessments
and financing eligibility.
Continued engagement, improvements in transition plan maturity
or reductions in lending exposure do not necessarily demonstrate
that ANZ’s financing decisions are aligning with its climate and risk
management commitments.
Shareholders seek measurable improvements
and accountability
This resolution builds upon previous shareholder requests for
transparency regarding ANZ’s climate transition plan expectations.
Despite resolutions receiving considerable shareholder support
(18.6% in 2025 and 27.2% in 2024),
8
ANZ’s disclosures still fall
well short of these requests.
Shareholders require assurance that ANZ will strengthen its
criteria to distinguish genuinely Paris-aligned customers from
those continuing to pursue incompatible fossil fuel expansion,
and establish clear financing consequences.
A time-bound plan to implement strengthened assessment
criteria, financing restrictions, and operationalisation milestones
would allow shareholders to assess how ANZ intends to address
these deficiencies and meet its commitment to “show how our
financing decisions are supporting the achievement of the Paris
Agreement goals.”
1
https://www.climateaction100.org/company-assessments/shell-plc/
2
https://www.apa.com.au/operations-and-projects/gas/gas-transmission/north-to-east-australia-pipeline-
project; https://www.santos.com/news/santos-spuds-first-beetaloo-appraisal-well/; https://www.inpex.com/english/news/upload/20260325.pdf
3
https://www.inpex.com.au/
projects/beetaloo-sub-basin/
4
https://www.anz.com/content/dam/anzcomau/about-us/anz-2025-climate-report.pdf
5
https://www.commbank.com.au/content/dam/commbank/
about-us/download-printed-forms/Client-Transition-Plan-Criteria.pdf ; https://www.commbank.com.au/content/dam/commbank/about-us/download-printed-forms/environment-
and-social-framework.pdf
6
https://www.nab.com.au/content/dam/nab/documents/reports/corporate/2025-climate-report.pdf
7
 https://www.westpac.com.au/content/dam/public/
wbc/documents/pdf/aw/sustainability/wbc-sustainability-report-2025.pdf
8
https://www.anz.com/content/dam/anzcom/shareholder/anz-agm-2024-meeting-results.pdf; https://
www.anz.com/content/dam/anzcom/shareholder/anz-2025-meeting-results.pdf
21

Supporting statement
ANZ’s climate transition plan framework requires
strengthening
ANZ has long committed to “improving transparency to show
how our financing decisions are supporting the achievement
of the Paris Agreement goals.”
2
In 2021, ANZ stated
3
that it
expected energy customers to establish specific, time-bound,
public transition plans and diversification strategies by 2025.
Shareholders acknowledge ANZ’s subsequent disclosures
regarding its customer transition plan (CTP) assessment
framework, however material gaps and concerns remain.
ANZ’s CTP assessment criteria remain insufficient to establish
that customers’ business activities and planned capital
expenditure are credibly Paris-aligned. Unlike domestic peers,
ANZ’s framework does not establish clear financing ineligibility
for fossil fuel customers whose activities are incompatible with
Paris-aligned pathways.
Five years after communicating its CTP expectations, ANZ
must move beyond monitoring incremental improvements in
customers’ plans that remain inconsistent with the Paris climate
goals. Shareholders seek a time-bound plan to strengthen
assessments and establish clear criteria and timelines for
declining new or renewed finance to customers that continually
fail to demonstrate credible Paris alignment.
ANZ’s existing criteria do not adequately assess
Paris alignment
The Intergovernmental Panel on Climate Change warns that
lifetime emissions from existing and committed fossil fuel
infrastructure would exceed the carbon budget for a well-below
2°C warming outcome,
4
while the International Energy Agency
concludes that achieving net zero emissions by 2050 allows no
coal mine expansions or new oil and gas fields.
5
ANZ’s 2025 CTP assessment framework
6
categorises customers
as Emerging, Progressing or Mature.
However, critical indicators of credible Paris alignment are
insufficiently incorporated, including:
• Whether planned capital expenditure, particularly investment
to facilitate new or expanded fossil fuel production, is consistent
with Paris-aligned pathways.
• Targets and plans to reduce Scope 3 emissions, which typically
represent 64-89% of fossil fuel producers’ total emissions.
7
• The extent of reliance on offsets and carbon capture
and storage.
Consequently, customers can meet ANZ’s criteria for a ‘Mature’
transition plan while pursuing business strategies incompatible
with the Paris Agreement.
Continued financing of fossil fuel expansion highlights
these shortcomings
ANZ has continued providing financial support to major oil and
gas companies pursuing fossil fuel expansion, including Shell,
Santos, Woodside and BP.
ANZ’s participation in a AU $12.035bn loan to Shell in September
2025, just before its requirement for CTPs came into effect,
illustrates ANZ’s flawed settings. Shell’s publicly disclosed
transition strategy
8
would likely satisfy ANZ’s criteria for a
‘mature’ transition plan, despite Shell continuing to pursue
and sanction large fossil fuel expansion projects that are
incompatible with the Paris climate goals.
9
The Climate Action 100+ Net Zero Company Benchmark found
70% of Shell’s 2024 capital expenditure was misaligned with a
well-below 2°C scenario.
10
This demonstrates the risk of conflating transition plan ‘maturity’
with credible Paris alignment, essentially overlooking the fact that
the customer’s strategy is incompatible with ANZ’s commitment
to support the achievement of the Paris Agreement goals through
its financing decisions.
ANZ’s increasing exposure to Beetaloo-related risks reinforces
the need for stronger criteria
ANZ’s customers, APA Group, Santos, and INPEX, have all
recently advanced upstream and transmission development
plans for the Beetaloo Basin, one of Australia’s largest proposed
shale gas developments.
11
Industry estimates indicate up to 500 trillion cubic feet
12
of
discovered and prospective gas resources, representing an
extraordinarily dangerous potential increase in emissions.
Such developments would require substantial investment in
long-lived fossil fuel production and enabling infrastructure,
exposing financiers to significant transition, financial and
reputational risks.
ANZ’s existing criteria do not adequately address whether
customers’ planned fossil fuel expansion, or infrastructure
enabling it, is consistent with Paris-aligned pathways. This risk
extends beyond direct project financing to general corporate
lending and capital markets activities.
1
ANZ ‘Energy customers’ definition: https://www.anz.com.au/content/dam/anzcomau/about-us/anz-2025-energy-customer-approach.pdf, page 8.
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/anzcom/shareholder/ANZ-2021-Climate-related-
Financial-Disclosures.pdf
4
https://www.ipcc.ch/report/ar6/syr/downloads/report/IPCC_AR6_SYR_FullVolume.pdf
5
https://www.iea.org/reports/net-zero-roadmap-a-global-
pathway-to-keep-the-15-c-goal-in-reach
6
https://www.anz.com/content/dam/anzcomau/about-us/anz-2025-climate-report.pdf
7
https://cdn.cdp.net/cdp-production/cms/
guidance_docs/pdfs/000/003/504/original/CDP-technical-note-scope-3-relevance-by-sector.pdf
8
https://www.shell.com/what-we-do/our-strategy/sustainability/climate.html
9
https://www.shell.com/news-and-insights/newsroom/news-and-media-releases/2026/shell-takes-final-investment-decision-to-double-lng-canada-capacity.html
10
https://www.
climateaction100.org/company-assessments/shell-plc/
ANZ 2026 Notice of Annual General Meeting
22

ANZ lags domestic peers in linking assessments to
financing decisions
ANZ has disclosed that it may cap, reduce or exit customer
relationships where customers fail to meet its CTP expectations.
13

However, it has not established clear, publicly disclosed thresholds
at which customers pursuing activities incompatible with Paris-
aligned pathways become ineligible for new or renewed finance.
ANZ’s domestic peers have adopted stronger approaches:
• CommBank has established minimum transition plan
requirements, with customers failing to meet these criteria
ineligible for new or renewed corporate and trade finance
and bond facilitation.
14
• NAB requires transition plans for financing activities involving
in-scope fossil fuel customers, with assessment criteria
addressing Scope 3 emissions, capital expenditure alignment,
reliance on offsets, and approach to capping and reducing
coal, oil and gas production. NAB will not provide new or
renewed finance to customers in its lowest rated transition
plan category.
15
• Westpac makes customers receiving its lowest transition plan
rating ineligible for new or renewed corporate lending and bond
facilitation, subject to national or energy security exceptions.
16
These policies establish precedent for stronger assessment
criteria and clearer links between transition plan assessments
and financing eligibility.
Continued engagement, improvements in transition plan maturity
or reductions in lending exposure do not necessarily demonstrate
that ANZ’s financing decisions are aligning with its climate and risk
management commitments.
Shareholders seek measurable improvements
and accountability
This resolution builds upon previous shareholder requests for
transparency regarding ANZ’s climate transition plan expectations.
Despite resolutions receiving considerable shareholder support
(18.6% in 2025 and 27.2% in 2024),
17
ANZ’s disclosures still fall
well short of these requests.
Shareholders require assurance that ANZ will strengthen its
criteria to distinguish genuinely Paris-aligned customers from
those continuing to pursue incompatible fossil fuel expansion,
and establish clear financing consequences.
A time-bound plan to implement strengthened assessment
criteria, financing restrictions, and operationalisation milestones
would allow shareholders to assess how ANZ intends to address
these deficiencies and meet its commitment to “show how our
financing decisions are supporting the achievement of the Paris
Agreement goals.”
11
https://www.apa.com.au/operations-and-projects/gas/gas-transmission/north-to-east-australia-pipeline-project; https://www.santos.com/news/santos-spuds-first-beetaloo-
appraisal-well/; https://www.inpex.com/english/news/upload/20260325.pdf
12
https://www.inpex.com.au/projects/beetaloo-sub-basin/
13
https://www.anz.com/content/dam/
anzcomau/about-us/anz-2025-climate-report.pdf
14
https://www.commbank.com.au/content/dam/commbank/about-us/download-printed-forms/Client-Transition-Plan-Criteria.
pdf ; https://www.commbank.com.au/content/dam/commbank/about-us/download-printed-forms/environment-and-social-framework.pdf
15
https://www.nab.com.au/content/
dam/nab/documents/reports/corporate/2025-climate-report.pdf
16
https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/sustainability/wbc-sustainability-
report-2025.pdf
17
https://www.anz.com/content/dam/anzcom/shareholder/anz-agm-2024-meeting-results.pdf; https://www.anz.com/content/dam/anzcom/shareholder/
anz-2025-meeting-results.pdf
23

shareholder.anz.com

---

ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791
12 November 2026

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 2026 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.
If a shareholder appoints a proxy or attorney and subsequently
attends the Meeting in person, the proxy or attorney’s authority to
attend, speak and vote at the Meeting will be suspended while the
shareholder is present at the meeting.
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 (Perth time) Tuesday, 15 December 2026.
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 2026 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.
2026 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
325583A
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 2026 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 2026 AGM of ANZ to be held at the Perth Convention & Exhibition Centre, Riverside Theatre, Level 2, 21 Mounts Bay
Road, Perth WA 6000 on Thursday, 17 December 2026 commencing at 9:00am (Perth 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, 4 and 5, and against items 6, 7, 8 and 9 (where items 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 5 notwithstanding that each of those items is connected directly or
indirectly with the remuneration of a member of the key management personnel of ANZ 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 5.
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
/ / 2026
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 that shareholders vote FOR items 2, 3, 4 and 5, and AGAINST items 6, 7, 8 and 9
(where items 7, 8 and 9 are put to the Meeting).
For Against Abstain
2 Election and Re-election of Board endorsed candidates
For2 (a) To elect Ms R A Slade
For2 (b) To re-elect Ms H S Kramer
For3 Adoption of the Remuneration Report
For
4 Grant of restricted rights and performance rights to Mr N Matos
For
5 Increase in Non-Executive Directors’ Fee Pool Cap
Against
6 Amendment to company’s constitution (Special Resolution)
Against
7 Disclosure of financed deforestation (Conditional Resolution)
Against
8 Disclosure of a pathway to deforestation-free finance (Conditional Resolution)
Against
9 Transition Plan Assessment Disclosure (Conditional Resolution)

---

ANZ Group Holdings Limited
9/833 Collins Street Docklands Victoria 3008 Australia
ABN 16 659 510 791
12 November 2026

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 2026 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, 17 December 2026
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/ANZ2026
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/
ANZ2026
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.
Broadcast
To ask written questions online
To ask a question select the ‘Q & A’ icon.
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.
Documents

BroadcastVote
Documents

Meeting details
01
When and where is ANZ’s AGM being held?
ANZ Group Holdings Limited’s (ANZ) 2026 Annual General Meeting
(AGM or Meeting) will be held on Thursday, 17 December 2026
commencing at 9:00 am (Perth Time) at River Side Theatre, Level 2,
Perth Convention Centre, 21 Mounts Bay Road, Perth WA 6000.
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, 12 November 2026.
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 4.
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 (Perth Time) on Tuesday, 15 December 2026.
MethodHow to appoint a proxy
OnlineOpen your browser and go to:
investorvote.com.au/login AGM (Control Nbr 138860)
In writingTo request Proxy forms (and hard copy
Notice of Meeting) – please call Computershare on:
T 1800 11 33 99 within Australia
T +61 3 9415 4010 outside Australia
Once completed, mail your forms with the
included reply paid envelope or Fax to:
F 1800 783 447 within Australia
F +61 3 9473 2555 outside Australia
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 (Perth Time)
on Thursday, 10 December 2026.
MethodHow to ask a question
OnlineOpen your browser and go to:
investorvote.com.au/login
AGM (Control Nbr 138860) 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 (Perth Time)
on Thursday, 10 December 2026. 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’.
Written 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 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 absolute discretion and if they have
been pre-registered. If you are a shareholder and you would like a
non-shareholder to accompany you to the AGM (for example, as
a support person), please contact cosec@anz.com by 5.00pm
(Perth time) on Thursday, 10 December 2026 to apply to register
a non-shareholder. Pre-registered guests must present photo
identification on arrival at the AGM.