Australia and New Zealand Banking Group Ltd. — Proxy Solicitation & Information Statement 2011

Nov 10, 2011

Proxy Form

2011 ANNUAL GENERAL MEETING

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

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

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 For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

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Appoint your proxy online or view the 2011 Annual Report, 24 hours a day, 7 days a week: www.investorvote.com.au

R [Appoint your proxy]

R [Access the 2011 Annual Report]

R [Review and update your shareholding]

Your secure access information is:

Control Number:

SRN/HIN:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For your Proxy Form to be effective, it must be received by 10:00am (AEDT) Wednesday 14 December 2011

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 percentage or number of shares you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast 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 percentage of votes or number of shares for each proxy, otherwise each proxy may exercise half of the votes. Fractions of votes will be disregarded. When appointing a second proxy write both names and the percentage of votes or number 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) must be received by ANZ not later than 48 hours before the commencement of the Meeting. Any Proxy Form, authority or certified copy of an authority 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. Shareholders may record their proxy voting instructions electronically at www.investorvote.com.au

SIGNING INSTRUCTIONS

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 attach a certified photocopy of the Power of Attorney to this 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 you will need to provide the appropriate Corporate Representative Form prior to admission. A Corporate Representative Form may be obtained from Computershare or online at www.computershare.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.

Prox Form y

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 2011 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 2011 Annual General Meeting of ANZ to be held at the Sydney Convention and Exhibition Centre, Bayside Auditorium B, Darling Drive, Darling Harbour, Sydney, New South Wales on Friday 16 December 2011 at 10:00am (AEDT) 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.

Important note for items 2 and 3:

Where authorised to do so, the Chairman of the Meeting intends to vote undirected proxies in favour of items 2 and 3.

If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, place a mark in this box.

By marking this box, you authorise the Chairman of the Meeting to exercise your proxy as an undirected proxy:

– notwithstanding that items 2 and 3 are connected directly or indirectly with the remuneration of a member of the Company’s key management personnel; and – even if the Chairman of the Meeting has an interest in the outcome of the vote on items 2 or 3 and that any votes cast by the Chairman of the Meeting, other than as proxy holder, will be disregarded because of that interest.

If the Chairman of the Meeting has been appointed as your proxy and you do not mark this box, and you have not directed your proxy how to vote on items 2 or 3, the Chairman of the Meeting will not cast your votes on items 2 or 3 and your votes will not be counted in calculating the required majority.

If you do not wish to appoint the Chairman of the Meeting to vote on items 2 and/or 3 in the manner indicated above, it will be important for you to complete the voting directions in Step 2.

Voting restrictions for key management personnel and their closely related parties 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.

For Against Abstain

2 Adoption of the Remuneration Report 3 Grant of Performance Rights to Mr Michael Smith

4 Approval for UK Stapled Securities selective buy-back schemes

5 Approval of Securities Issued

6 Election of Directors

• (a) To elect Mr R. J. Reeves

• (b) To re-elect Mr P.A.F. Hay

(c) To re-elect Ms A.M. Watkins

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Note on item 4 – Approval for UK Stapled Securities selective buy-back schemes: Please refer to the Notice of Meeting for details on voting restrictions for item 4. By signing and returning this Proxy Form you are representing and confirming to ANZ that you are not breaching those voting restrictions.

Note on item 5 – Approval of Securities Issued: Please refer to the Notice of Meeting for details on voting restrictions for item 5. If you are a fiduciary, nominee or custodian who is subject to these voting restrictions, and you are directing your proxy to vote in relation to item 5, then by signing and returning this Proxy Form you are representing and confirming to ANZ that you have complied with the conditions of the ASX waiver referred to in the Notice of Meeting.

Board Recommendation and Undirected Proxies: The Board recommends shareholders vote in favour of all items of business except item 6(a) (the election of Mr Reeves). Where permitted, the Chairman of the Meeting intends to vote undirected proxies in favour of each item of business except the election of Mr Reeves, where the Chairman of the Meeting intends to vote against Mr Reeves’ election.

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

SIGN

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone[ ( )] Date

Date[ / /][ 2011]

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