Australia and New Zealand Banking : Proxy Form

PROXY FORM

2019 ANNUAL GENERAL MEETING

FOR ALL ENQUIRIES CALL:

Australia: 1800 11 33 99		New Zealand: 0800 174 007
United Kingdom: [phone]		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		Yarra Falls		The Pavilions			Private Bag 92119
Melbourne		452 Johnston Street		Bridgwater Road			Auckland 1142
Victoria 3001		Abbotsford		Bristol BS99 6ZZ			New Zealand
Australia		Victoria 3067		United Kingdom
		Australia

Alternatively you can fax your Proxy Form to:

(within Australia) 1800 783 447

(outside Australia) (61 3) 9473 2555

APPOINT YOUR PROXY AND VIEW THE 2019 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.

FOR YOUR PROXY FORM TO BE EFFECTIVE, IT MUST BE RECEIVED BY 10:00AM (BRISBANE TIME) SUNDAY, 15 DECEMBER 2019

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.

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.

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

ATTENDING THE MEETING

If a representative of a corporate shareholder or a corporate proxy is to attend the Meeting, it will be necessary to provide the appropriate Appointment of Corporate Representative Form prior to admission. An Appointment of Corporate Representative Form may be obtained from Computershare or online at www.investorcentre.com

GO ONLINE TO APPOINT YOUR PROXY,

OR TURN OVER TO COMPLETE THE FORM

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.

PROXY FORM

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 2019 Annual General Meeting of ANZ (Meeting) hereby appoint

the Chairman	OR
of the Meeting*

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

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 2019 Annual General Meeting of ANZ to be held in the Plaza Ballroom, Plaza Level, Brisbane Convention & Exhibition Centre, corner Merivale and Glenelg Streets, South Bank, Brisbane QLD 4101 at 10:00am (Brisbane Time) on Tuesday, 17 December 2019 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 and permitted to do so, the Chairman of the Meeting intends to vote undirected proxies in favour of items 2, 3 and 5, and against items 4, 6, 7 and 8 (where they are put to the Meeting).

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 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.

Important: Please refer to the Notice of Meeting for the detailed voting restrictions for items 3, 4 and 5.

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 that shareholders vote FOR items 2, 3 and 5, and AGAINST items 4, 6, 7 and 8 (where they are put to the Meeting).

For

Against

Abstain

2

Election and Re-Election of Board Endorsed Candidates

For

(a) To elect Mr P D O'Sullivan

For

(b) To re-elect Mr G R Liebelt

For

(c) To re-elect Ms S J Halton AO PSM

For

3

Adoption of the Remuneration Report

Against

4

Spill Resolution (Conditional Item)

For

5

Grant of Performance Rights to Mr S C Elliott

Against

6

Resolution requisitioned by members - Amendment to the Constitution (Special Resolution)

Against

7

Resolution requisitioned by members - Transition Planning Disclosure (Conditional Item)

Against

8

Resolution requisitioned by members - Ordinary resolution on lobbying inconsistent with

the goals of the Paris Agreement (Conditional Item)

SIGN

SIGNATURE OF SHAREHOLDER(S) This section must be completed.

INDIVIDUAL OR SHAREHOLDER 1

SHAREHOLDER 2

SHAREHOLDER 3

Sole Director and Sole Company Secretary

Director

Director/Company Secretary

Contact

Contact Daytime

(

)

/

/ 2019

Name

Telephone

Date

A N Z

2 5 3 0 3 1 A

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