Australia and New Zealand Banking Group Ltd. — Proxy Solicitation & Information Statement 2013

Nov 14, 2013

PROXY FORM 2013 Annual General Meeting

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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 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 online or view the 2013 Annual Report, 24 hours a day, 7 days a week: Appoint your proxy and view the 2013 Annual Report online www.investorvote.com.au 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: R [Appoint your proxy] Your secure access information is: R [Access the 2013 Annual Report] Control Number: R [Review and u][p][date ][y][our shareholdin][g] SRN/HIN:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. Please dispose of this form carefully PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. if you appoint your proxy online.

For your Proxy Form to be effective, it must be received by 10:00am (Brisbane time) Monday, 16 December 2013

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 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, 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 ¢

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