Australia and New Zealand Banking : Proxy Form

PROXY FORM

2014 Annual General Meeting

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

GPO Box 242

Melbourne

Victoria 3001

Australia

Yarra Falls

452 Johnston Street

Abbotsford

Victoria 3067

Australia

The Pavilions Bridgwater Road Bristol BS99 6ZZ United Kingdom

Private Bag 92119

Auckland 1142

New Zealand

Alternatively you can fax your Proxy Form to:

(within Australia) 1800 783 447 (outside Australia) (61 3) 9473 2555

For your Proxy Form to be effective, it must be received by 10:00am (Melbourne time) Tuesday, 16 December 2014

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.

A proxy need not be a shareholder of the Company.

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 Corporate Representative Form prior to admission. A Corporate Representative Form may be obtained from Computershare or online
at www.investorcentre.com

GO ONLINE TO APPOINT YOUR PROXY, or turn over to complete the form ¢

PROXY FORM

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.

Where applicable below, please mark ' X ' to indicate your directions

STEP 1

Appoint a proxy to vote on your behalf

I/We being a shareholder/s of Australia and New Zealand Banking Group Limited (ANZ) and entitled to attend and vote at the 2014 Annual General Meeting of ANZ (Meeting) hereby appoint

the Chairman

of the Meeting* OR

If you are not appointing the Chairman of the Meeting as your proxy, please write the full name of the individual or body corporate you are appointing as your proxy. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the 2014 Annual General Meeting of ANZ to be held in the Melbourne Room, Level 2, Melbourne Convention Centre, 1 Convention Centre Place, South Wharf, Melbourne, Victoria on Thursday, 18 December 2014 at 10:00am (Melbourne time) and at any adjournment of the Meeting.

*If you wish to direct your proxy how to vote on any or all items of business - see Step 2 below.

Exercise of proxies by the Chairman: Where authorised or permitted to do so, the Chairman of the Meeting intends to vote undirected proxies in favour of each item of business except item 5, which the Chairman of the Meeting intends to vote against.

Chairman authorised to exercise proxies on remuneration related matters: If I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman of the Meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the Meeting, to the extent permitted by law, to exercise my/our proxy in respect of items 2 and 3 notwithstanding that each of those items is connected directly or indirectly with the remuneration of

a member of the key management personnel of ANZ.

Voting restrictions for items 2 and 3 are described in the Notice of Meeting.

STEP 2

Items of Business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority on a poll.

Board Recommendation: The Board recommends shareholders vote IN FAVOUR

of items 2, 3, 4(a), 4(b) and 4(c).

For 2 Adoption of the Remuneration Report

For Against Abstain

For 3 Grant of Performance Rights to Mr Michael Smith

4 Election of Board Endorsed Candidates

For

For

For

(a) To elect Mr D.M. Gonski

(b) To elect Mr J.T. Macfarlane

(c) To elect Ms I.R. Atlas

Board Recommendation: The Board recommends shareholders vote AGAINST

item 5.

Against 5 Resolution Requisitioned to Amend the Constitution

SIGN Signature of Shareholder(s) This section must be completed.

Individual or Shareholder 1

Sole Director and Sole Company Secretary

Shareholder 2

Director

Shareholder 3

Director/Company Secretary

Contact Contact Daytime

Name Telephone Date 2014

A N Z 1 8 2 3 8 1 A

Australia and New Zealand Banking Group Limited ABN 11 005 357 522 12294

distributed by