Australia and New Zealand Banking Group Ltd. — AGM Information 2013

Nov 14, 2013

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The Bank of New York Mellon (formerly The Bank of New York) 101 Barclay Street, 2nd Floor West New York, NY 10286 United States of America

John Morschel Chairman 15 November 2013

New York Office Fax: 212 815 5802/5803 Copy to: #03-01 Millenia Tower, One Temasek Avenue, Singapore 039192 Attention: Corporate Trust Administration Singapore Office Fax: 65 6883 0338 Attention: Global Trust Securities

Dear Euro Preference Shareholder

On behalf of the Board of Directors, I have pleasure in enclosing notice of the forty-fifth Annual General Meeting of Australia and New Zealand Banking Group Limited (ANZ).

The Meeting will be held in the Plaza Ballroom at the Brisbane Convention & Exhibition Centre, corner Merivale and Glenelg Streets, South Bank, Brisbane, Queensland on Wednesday, 18 December 2013 at 10:00am (Brisbane time).

As the registered holder of the Euro Preference Shares which form part of the Euro Trust Securities which in turn were issued under an offering circular dated 9 December 2004, it is important to note the following:

• (i) items 4, 5(a) and 5(b) in the Notice of Meeting concern a proposed buy-back scheme relating to the Euro Preference Shares (item 4) and proposed buy-back schemes relating to the CPS 1 convertible preference shares which were issued under a prospectus dated 4 September 2008 (items 5(a) and 5(b));

• (ii) The Bank of New York Mellon is NOT entitled to vote on item 4 (other than as a nominee or custodian in respect of other ANZ shares, on certain conditions) but IS entitled to vote on items 5(a) and (b) in its capacity as the registered holder of the Euro Preference Shares. Further details of the voting restrictions for these items are set out in the Notice of Meeting.

Please note The Bank of New York Mellon is not eligible to vote on any other items of business at the Meeting in its capacity as the registered holder of the Euro Preference Shares.

If The Bank of New York Mellon is able to attend the Meeting, please contact our Share Registrar in advance of the Meeting on (61 3) 9415 5103 as it will be necessary to arrange completion of an appropriate Corporate Representative Form. If The Bank of New York Mellon wishes to appoint a proxy to attend the Meeting on its behalf, please complete the attached Proxy Form and fax it to our Share Registrar on (61 3) 9473 2340.

If The Bank of New York Mellon is unable to attend the Meeting, please note it will be possible to access our live webcast on anz.com/agm and listen to the addresses made at the Meeting. I also confirm ANZ’s 2013 Annual Report and 2013 Shareholder Review can be accessed on our website and I encourage you to visit anz.com/annualreport in order to view them.

If The Bank of New York Mellon has any questions in relation to this letter, please contact our Share Registrar on (61 3) 9415 5103.

Yours faithfully

John Morschel , Chairman

Australia and New Zealand Banking Group Limited (ANZ) ABN 11 005 357 522. ANZ’s colour blue is a trade mark of ANZ. Item No. 73842B 07/12 12294

PROXY FORM 2013 Annual General Meeting

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The Bank of New York Mellon (formerly The Bank of New York) 101 Barclay Street 2nd Floor West New York NY 10286 United States of America

For all enquiries call:

Australia: (61 3) 9415 5103

Lodge your proxy:

By Mail to: Computershare Investor Services Pty Limited

Wayne Hopkins Yarra Falls 452 Johnston Street Abbotsford Victoria 3067 Australia

Alternatively you can fax your Proxy Form to: Australia: (61 3) 9473 2340

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.

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 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 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

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.

LODGEMENT OF A PROXY

This Proxy Form (and any authority under which it is signed or instructions must be received by ANZ not later than 48 hours before the commencement of the Meeting. Any Proxy Form, authority, received after that time will not be valid for the scheduled Meeting. Proxy Forms (and any authorities under which they are signed or using the address details or the facsimile number shown above.

Turn over to complete the form 

The Bank of New York Mellon (formerly The Bank of New York) 101 Barclay Street 2nd Floor West New York NY 10286 United States of America

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

Appoint a proxy to vote on your behalf

STEP 1

I/We being a shareholder/s of Australia and New Zealand Banking Group Limited (ANZ) and entitled to attend and vote at the 2013 Annual General Meeting of ANZ hereby appoint

the Chairman of the Meeting* OR

Where applicable below, X 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 in respect of each item of business 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 2013 Annual General Meeting of ANZ to be held in the Plaza Ballroom at the Brisbane Convention & Exhibition Centre, Cnr Merivale and Glenelg Streets, South Bank, Brisbane, Queensland on Wednesday, 18 December 2013 at 10:00am (Brisbane time) and at any adjournment of that 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 8 (the election of Mr Barrow), which the Chairman of the Meeting intends to vote against.

Important note for items 3 and 6: If the Chairman of the Meeting is appointed as your proxy, or may become your proxy by default, and you do not wish to direct the Chairman of the Meeting how to vote on item 3 or 6, place a mark in this box.

By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if the Chairman of the Meeting has an interest in the outcome of item 3 or 6 and that votes cast by the Chairman of the Meeting in relation to items 3 and 6 other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes in relation to items 3 and 6 and they will not be counted in calculating the required majority.

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, 3, 4, 5(a), 5(b), and 6 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 all items of business except item 8 (the election of Mr Barrow).

For	2	Adoption of the Remuneration Report
For	3	Grant of Performance Rights to Mr Michael Smith
For For	4 5	Approval of Euro Preference Shares Buy-Back Scheme (a) Approval of CPS1 First Buy-Back Scheme
For	5	(b) Approval of CPS1 Second Buy-Back Scheme
For	6	Approval of Securities Issued (ANZ Capital Notes)
	7	Election of Board-Endorsed Candidates
For		(a) To elect Mr G. R. Liebelt
For		(b) To re-elect Mr I. J. Macfarlane

Board Recommendation: The Board recommends shareholders vote AGAINST item 8 (the election of Mr Barrow).

For Against Abstain

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Note on items 4, 5(a) and 5(b) – Approval of Buy-Back Schemes: Please refer to the Notice of Meeting for details of the voting restrictions for these items. If the voting restrictions apply to you, by signing and returning this Proxy Form with a direction to vote in favour of any of those items, you are taken to be confirming to ANZ that you hold shares as a nominee or custodian and to be providing the required written confirmations to ANZ for the purpose of the ASIC exemption referred to in the Notice of Meeting (unless ANZ determines otherwise).

Note on item 6 – Approval of Securities Issued (ANZ Capital Notes): Please refer to the Notice of Meeting for details of the voting restrictions for this item. If the voting restrictions apply to you, by signing and returning this Proxy Form with a direction to vote in favour or against this item, you are taken to be confirming to ANZ that you hold shares as a fiduciary, nominee or custodian and to be representing to ANZ that you have complied with the conditions of the ASX waiver referred to in the Notice of Meeting (unless ANZ determines otherwise).

Against 8 Election of Non-Board-Endorsed Candidate – Mr D.C. Barrow

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 Name Telephone[ ( )] Date A N Z 1 6 8 6 4 0 A

Date[ / /][ 2013]

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