Australia and New Zealand Banking : Notice of 2017 Annual General Meeting

TABLE OF CONTENTS

ANZ SHAREHOLDER CENTRE WEBSITE 02

2017 ANNUAL REPORT AND 2017 ANNUAL REVIEW 02

ANNUAL GENERAL MEETING AGENDA 03

HOW BUSINESS WILL BE CONDUCTED AT THE MEETING 03 NOTICE OF 2017 ANNUAL GENERAL MEETING 04 EXPLANATORY NOTES 06

DARLING ISLAND

BARANGAROO

PYRMONT BAY

TIMING AND

WYNYARD

DARLING HARBOUR

LOCATION OF THE ANNUAL GENERAL MEETING

Tuesday, 19 December

2017, 10:00 am

KING STREET WHARF

CENTRAL BUSINESS DISTRICT CBD

PYRMONT

BAY

(Australian Eastern Daylight Time)

PYRMONT

Darling Harbour Theatre, Level 2, The International Convention Centre Sydney, 14 Darling Drive,

IRON

WHARF PLACE

DARLING HARBOUR

Sydney NSW 2009

CONVENTION

TOWN

HALL

TAXI

TRAIN BUS

LIGHT RAIL

FERRY

BOULEVARD

WENTWORTH

PARK

TUMBALONG

PARK

GOODS LINE

SYDNEY

WALK

EXHIBITION

CYCLE

WENTWORTH PARK

CHINA TOWN

EXISTING LIGHT RAIL

PARKING

ZOLLNER

CIRCUIT

PROPOSED LIGHT RAIL

Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522

NOTICE OF MEETING

THE INTERNATIONAL CONVENTION CENTRE SYDNEY

Located in the heart of Darling Harbour, ICC Sydney is easily accessible by public transport, including light rail, ferry and train and is only a 10 minute walk from Central and Town Hall train stations.

Secure car parking is available and conveniently located within the Darling Harbour precinct.

GREEN TRANSPORT & ACCESS OPTIONS

ICC Sydney has multiple public access points with step-free access to every entertainment, exhibition and conference venue.

Convention Light Rail buses will be positioned on either side of Darling Drive in the closest bus bay area. Exhibition Light Rail buses to be positioned in Zollner Circuit.

FERRY

Cruise into Darling Harbour on a ferry with direct services from Circular Quay, King Street Wharf or Pyrmont Bay Wharf. Captain Cook Cruises operates services between Darling Harbour Convention Wharf, Barangaroo King Street Wharf No.1 and Circular Quay.

LIGHT RAIL

The Light Rail travels right through a number of Darling Harbour stations including ICC Sydney's stops, Convention Centre and Exhibition Centre. The Light Rail starts at Central Station in the CBD and travels to Dulwich Hill in the inner west.

TRAIN

A short walk from Central or Town Hall Stations will take you directly to Darling Quarter, Tumbalong Park and Sydney Visitor Centre. Town Hall and Central Stations are a 10-minute walk from ICC Sydney.

BUS

ICC Sydney has its own bus stop. Bus routes 389 and 501 stop at Harris Street near Allen Street - a 10-minute walk from ICC Sydney.

WALKING

Sydney is host to beautiful recreational and coast walks. Routes to ICC Sydney include from Central Station via The Goods Line.

AIRPORT

Darling Harbour is only 8km from Sydney Airport.

WATER TAXI

A Water Taxi is a great option for getting to and from Darling Harbour. Water Taxi's depart from The Rocks, Circular Quay, The Opera House and Luna Park.

PARKING

ICC Sydney has two car park facilities located within the Exhibition Centre and ICC Sydney Theatre, comprising a total of 826 car spaces. Additionally, there are secure car parks located in and around Darling Harbour, including Wilson Harbourside Car Park and Wilson Darling Square Car Park.

TAXI

The best taxi drop off and pick up locations include the new Iron Wharf Place next to Harbourside Shopping Centre and Zollner Circuit on the Southern end of ICC Sydney Theatre, both accessed via Darling Drive.

CYCLING

Bike racks are available in Exhibition Car Park 1 including male and female shower and change room facilities. Personal locks are required.

ANZ SHAREHOLDER CENTRE WEBSITE

Shareholders are able to view information in the manner that best suits them on our Website: shareholder.anz.com. Documents are available in various formats - view online, download or request a hard copy.

2017 ANNUAL REPORT AND

2017 ANNUAL 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 an Annual Review which is a non-statutory document covering

key performance areas, financial information, remuneration details and corporate responsibility.

These documents are available at anz.com/ annualreport or by calling the Share Registrar on 1800 11 33 99 (within Australia) or (61 3) 9415 4010 (outside Australia) to request a hard copy.

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TUESDAY, 19 DECEMBER 2017

Please join the Chairman, David Gonski, the Directors and senior executives of ANZ for refreshments after the Annual General Meeting

HOW BUSINESS WILL BE CONDUCTED AT THE MEETING

The Annual General Meeting is an important event and we encourage shareholders to actively participate.

Important information about the conduct of the Meeting is set out below.

DISCUSSION AND ASKING QUESTIONS

Discussion will take place on all items of business to be considered at the Meeting - refer to "Business" and "Explanatory Notes" below for further information relating to the items of business.

Shareholders as a whole will have a reasonable opportunity to ask questions at the Annual General Meeting (including an opportunity to ask questions of the Auditor).

To ensure that as many shareholders as possible have the opportunity to speak, shareholders are requested to observe the following guidelines:

• please keep questions as brief as possible and relevant to the matters being discussed;

• if a shareholder has more than one question, please ask all questions at the one time; and

• shareholders should not ask questions at the Meeting that they may have as an individual customer. These questions should be taken up with the ANZ representatives after the Meeting.

Shareholders who are unable to attend the Meeting or who may prefer to register questions in advance are invited to do so.

A Questions from Shareholders Form has been included in the AGM mailing and is also available on the website. 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 Meeting.

A shareholder information stand will be available in the area outside the Meeting room. In addition Directors and senior executives will be available after the Meeting.

WEBCAST AND PHOTOGRAPHY

We have arranged for the Annual General Meeting to be filmed and broadcast via a webcast which can be viewed at anz.com/agm. After the Meeting you can also watch an archived recording on the ANZ website.

We have arranged for photographs to be taken at the Meeting. If you attend the Meeting in person, you may be included in photographs or the webcast recording.

For the safety and security of all those present at the Meeting, cameras and recording devices are not permitted.

Prior to entry to the room, you will be asked to present any bags you have for a security search.

2017 ANNUAL GENERAL MEETING | 3

NOTICE OF MEETING

Notice is given that the 49th Annual General Meeting of Australia and

New Zealand Banking Group Limited will be held at Darling Harbour Theatre,

Level 2, International Convention Centre Sydney, 14 Darling Drive, Sydney NSW 2009 on Tuesday, 19 December 2017 at 10:00am (AEDT).

BUSINESS

1. ANNUAL REPORTS

   To consider the Annual Report, Financial Report and the Reports of the Directors and of the Auditor for the year ended 30 September 2017.

2. . ADOPTION OF THE REMUNERATION REPORT

   To adopt the Remuneration Report for the year ended 30 September 2017.

   The vote on this resolution is advisory only.

3. GRANT OF PERFORMANCE RIGHTS TO MR SHAYNE ELLIOTT

   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

   "That, for the purposes of Listing Rule 10.14, sections 200B and 200E of the Corporations Act 2001 (Cth) and for all other purposes, approval is given for the Company to grant to the

   Company's Chief Executive Officer, Mr Shayne Elliott, Performance Rights under the ANZ Share Option Plan on the terms set out in, and provide Mr Elliott the benefits described in, the Explanatory Notes to this Notice of Meeting."

4. RE-ELECTION OF BOARD ENDORSED CANDIDATES

5. TO RE-ELECT MS I R ATLAS

   Ms Atlas is retiring in accordance with the Company's Constitution and, being eligible, offers herself for re-election as a Director.

6. TO RE-ELECT MR D M GONSKI, AC

   Mr Gonski is retiring in accordance with the Company's Constitution and, being eligible, offers himself for re-election as a Director.

7. TO RE-ELECT MR J T MACFARLANE

Mr Macfarlane is retiring in accordance with the Company's Constitution and, being eligible, offers himself for re-election as a Director.

8. APPROVAL OF THE SELECTIVE CAPITAL REDUCTION IN RESPECT OF ANZ CONVERTIBLE PREFERENCE SHARES

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That approval is given to the terms and conditions of a selective capital reduction in respect of the CPS3 in an amount of up to

$100 per CPS3, as described in the Explanatory Notes to this Notice of Meeting."

VOTING RESTRICTIONS

VOTING RESTRICTIONS FOR ITEM 2 (REMUNERATION REPORT)

Item 2 is a resolution connected directly with the remuneration of members of the key management personnel (KMP) of the Company. The Corporations Act restricts KMP and their closely related parties from voting on such resolutions. Closely related party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by a member of the KMP.

Any votes cast in any capacity (e.g. as a shareholder, proxy or corporate representative) on the proposed resolution in item 2 by or on behalf of:

• directors and the other members of the KMP details of whose remuneration are included in the remuneration report; and

• closely related parties of those persons,

  will be disregarded. In addition, any votes cast as a proxy on this item by any other members of the KMP (and their closely related parties) will also be disregarded.

  However, the Company will not disregard the vote as a result of these restrictions if it is cast:

• as proxy for a person entitled to vote in accordance with a direction on the proxy form; or

• by the Chairman of the Meeting as proxy for a person entitled to vote and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit.

The Chairman of the Meeting intends to vote undirected proxies (where the Chairman has been appropriately authorised) in favour of item 2.

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