x ANZ NOTICE OF MEETING 2012 ANNUAL GENERAL MEETING TABLE OF CONTENTS Location of the Annual General Meeting 02 Annual General Meeting Agenda 04 How the Annual General Meeting will be conducted 04 Notice of 2012 Annual General Meeting 05 ANZ Shareholder Centre Website 05 2012 Annual Report and 2012 Shareholder Review 05 Explanatory Notes 07 For personal use only 2012 Annual General Meeting 1 Australia and New Zealand Banking Group Limited ABN 11 005 357 522 NOTICE OF MEETING LOCATION OF THE ANNUAL GENERAL MEETING Wednesday, 19 December 2012 10:00 am (Perth time) Perth Convention and Exhibition Centre, Riverside Theatre, 21 Mounts Bay Road, Perth, Western Australia WELLINGTON ST MURRY ST MURRAY ST HAY ST WELLINGTON ST THE PERTH CONVENTION AND EXHIBITION CENTRE The Perth Convention and Exhibition GEORGE ST HAY ST Centre is located in the heart of Perth MURRAY ST ELDER ST city, adjacent to the Swan River. The Centre is easily accessible by car, MILLIGAN ST train, bus, taxi and on foot. MILLIGAN ST ST GEORGES TCE HAY ST MALCOLM ST MOUNT ST SPRING ST ST GEORGES TCE MILL ST MOUNTS BAY RD WILLIAM ST RD M I CONVENTION CENTRE AY T B C TS H N E U L O L M F R M E I E TC W HE For personal use only L A L FR Y EE WAY 2 NOTICE OF MEETING TRANSPORT OPTIONS PUBLIC TRANSPORT Perth Underground station (Mandurah and Joondalup Railway Line) located WALKING TAXI on the corner of William Street and Walking access into the Centre on Perth Convention and Exhibition Murray Street Mall. Level 1 is via Mill Street or Mounts Bay Centre is a designated Cab Spot Perth Central station (Armadale- Road. Level 2 can be accessed via the location. A taxi phone is located at the Thornlie Railway Line, Fremantle Esplanade Busport overpass. Plaza Entry doors on Level 1. The Cab Railway Line and Midland Railway Spot number is 1088. Alternatively, to Line) located along Wellington Street DRIVING book a taxi, please contact: (across from Forrest Place). Access to the City of Perth Convention Swan Taxis 13 13 30 Centre Car Park is via Mill Street, Black and White Taxis 13 10 08 An underground walkway connects Mounts Bay Road and the Riverside the Perth Central station to the Perth Drive off ramp of the Mitchell Freeway. BUSES Underground station. Access to Level 1 Plaza area is from Esplanade Busport is located FERRIES Mill Street or Mounts Bay Road. adjacent to the Perth Convention and Exhibition Centre. Many bus services A ferry service operates across the depart and arrive at the Esplanade Swan River between Barrack Street Busport including the free CBD ‘Blue Jetty (Perth) and Mends Street CAT’ service. Perth’s other major Jetty (South Perth). Barrack Street busport is the Wellington Street Bus Jetty is only a short walk to the Station, located along Wellington Centre. Services operate daily from 7:50am to 7:20pm (extended times For personal use only Street next to the Perth Central train station. operate on weekdays and during the summer months). TRAINS For all bus, train or ferry information, Esplanade train station is located at the or to plan your journey, please doorstep of the Centre and services contact Transperth on 13 62 13. For the Mandurah and Joondalup Railway hearing impaired TTY please contact Line. Other train stations within close (08) 9428 1999. proximity of the Centre include: 2012 Annual General Meeting 3 NOTICE OF MEETING ANNUAL GENERAL MEETING AGENDA Wednesday, 19 December 2012 9:00 am Registration Opens 9:15 am Morning Tea 10:00 am Annual General Meeting commences Welcome to Shareholders – Chairman Chief Executive Officer’s presentation Items of Business Please join the Chairman, To ensure that as many shareholders A shareholder information stand will John Morschel, the Directors as possible have the opportunity to be available in the area outside the speak, shareholders are requested to Meeting room. In addition Directors and senior executives of ANZ observe the following guidelines: and senior executives will be available for refreshments after the • please keep questions as brief as after the Meeting. Annual General Meeting possible and relevant to the matters Discussion will take place on each being discussed; item of business prior to shareholders HOW BUSINESS WILL BE • if a shareholder has more than one being asked to vote. CONDUCTED AT THE MEETING question, please ask all questions at The Annual General Meeting is an the one time; and WEBCAST AND PHOTOGRAPHY important event and we encourage • shareholders should not ask We have arranged for the Annual shareholders to actively participate. questions at the Meeting that they General Meeting to be filmed and may have as an individual customer. broadcast via a webcast which Important information about the These questions should be taken up can be viewed at anz.com/agm. conduct of the Meeting is set with the ANZ representatives after After the Meeting you can also out below. the Meeting. watch an archived recording on the ANZ website. DISCUSSION AND ASKING Shareholders who are unable to QUESTIONS attend the Meeting or who may prefer We have arranged for photographs Discussion will take place on all the to register questions in advance are to be taken at the Meeting. If you items of business as set out on page 5. invited to do so. attend the Meeting in person, you may be included in photographs or A Questions from Shareholders form The Explanatory Notes also provide the webcast recording. further information relating to the has been included in the AGM mailing items of business. and is also available on the website. For the safety and security of all those We will attempt to address as many of present at the Meeting, cameras and Shareholders will have the the more frequently asked questions recording devices are not permitted. opportunity to ask questions at the as possible in the Chairman’s and Upon entry to the Meeting room, you Annual General Meeting (including Chief Executive Officer’s presentations For personal use only will be asked to present your bag for a an opportunity to ask questions of to the Meeting. the Auditor). security search. 4 NOTICE OF MEETING NOTICE OF 2012 ANNUAL GENERAL MEETING Notice is given that the 44th Annual General Meeting of Australia and New Zealand Banking Group Limited will be held at the Perth Convention and Exhibition Centre, Riverside Theatre, 21 Mounts Bay Road, Perth, Western Australia on Wednesday, 19 December 2012 at 10:00am (Perth time). BUSINESS 1. ANNUAL REPORTS 4. INCREASE IN NON-EXECUTIVE (b) TO RE-ELECT To consider the Annual Report, DIRECTORS’ FEE CAP MR J. P. MORSCHEL Financial Report and the Reports of To consider and, if thought fit, to Mr Morschel is retiring and, the Directors and of the Auditor for pass the following resolution as an being eligible, offers himself for the year ended 30 September 2012. ordinary resolution: re-election as a Director. “That the maximum annual aggregate 2. ADOPTION OF THE (c) TO RE-ELECT REMUNERATION REPORT amount of remuneration (within MR LEE HSIEN YANG the meaning of the Company’s Mr Lee is retiring and, being To adopt the Remuneration Report for Constitution) that Non-Executive the year ended 30 September 2012. eligible, offers himself for re- Directors are entitled to be paid for election as a Director. The vote on this resolution is their services as Directors out of the advisory only. funds of the Company under rule 6. ELECTION OF 10.2(a) of the Constitution be increased NON-BOARD-ENDORSED 3. GRANT OF PERFORMANCE by $500,000 and fixed at $4,000,000.” CANDIDATE – MR R. J. REEVES RIGHTS TO MR MICHAEL SMITH Mr Reeves, being eligible, offers 5. ELECTION OF To consider and, if thought fit, to himself for election as a Director. pass the following resolution as an BOARD-ENDORSED ordinary resolution: CANDIDATES (a) TO ELECT MS P. J. DWYER “That approval is given for the Company to grant to the Company’s Ms Dwyer, having been appointed Chief Executive Officer, Mr Michael by the Board after the date of the Smith, Performance Rights under the 2011 Annual General Meeting, is ANZ Share Option Plan on the terms retiring in accordance with the set out in the Explanatory Notes to Company’s Constitution and, this Notice of Meeting.” being eligible, offers herself for election as a Director. ANZ SHAREHOLDER CENTRE WEBSITE 2012 ANNUAL REPORT Our shareholder website has recently been updated to better serve our shareholders. Shareholders are able to view information in the manner that best suits them. Documents are available in various formats – view online, download or request a hard copy. 2012 ANNUAL REPORT AND For personal use only RIGHT PLACE RIGHT TIME 2012 SHAREHOLDER REVIEW The Annual Report provides detailed financial data and information on the Group’s performance as required to comply with applicable regulatory requirements. We also issue a Shareholder Review which is a non-statutory document covering key performance areas, financial information, remuneration details and corporate responsibility. These documents are available at anz.com/annualreport or by calling the Share Registrar on 1800 11 33 99 (within Australia) or (61 3) 9415 4010 (outside Australia) to request a hard copy. 2012 Annual General Meeting 5 NOTICE OF MEETING VOTING RESTRICTIONS VOTING RESTRICTIONS If you do not wish to appoint the FOR ITEMS 3 AND 4 Chairman of the Meeting to vote in VOTING RESTRICTIONS FOR ITEM 2 In accordance with the ASX Listing favour of items 2, 3 and/or 4, it will The Corporations Act prohibits Rules, the Company will disregard any be important for you to complete Directors and other key management votes cast on items 3 and 4 by each the voting directions in respect personnel of the Company (details Director (except, in the case of item 3, of those items in Step 2 of the of whose remuneration are included those who are ineligible to participate Proxy Form.