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Australia and New Zealand Banking Group Ltd. Proxy Solicitation & Information Statement 2022

Nov 6, 2022

10425_rns_2022-11-06_d89b806c-85f7-4139-a82d-be8c413dd355.pdf

Proxy Solicitation & Information Statement

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7 November 2022

Market Announcements Office ASX Limited Level 4 20 Bridge Street SYDNEY NSW 2000

AGM Proxy Form

Australia and New Zealand Banking Group Limited (ANZ) today released its Proxy Form relating to the upcoming ANZ 2022 Annual General Meeting.

It has been approved for distribution by ANZ’s Company Secretary.

Yours faithfully

Simon Pordage

Company Secretary

Australia and New Zealand Banking Group Limited

Australia and New Zealand Banking Group Limited ABN 11 005 357 522 ANZ Centre Melbourne, Level 9A, 833 Collins Street, Docklands VIC 3008

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

NEED ASSISTANCE?

Phone:

1800 11 33 99 (within Australia) 0800 174 007 New Zealand (0870) 702 0000 United Kingdom (+61 3) 9415 4010 (outside Australia) Online: investorcentre.com/contact

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 10:00am (Adelaide Time) Tuesday, 13 December 2022 .

2022 ANNUAL GENERAL MEETING – PROXY FORM

HOW TO VOTE ON ITEMS OF BUSINESS

LODGE YOUR PROXY FORM

All your securities will be voted in accordance with your proxy directions.

ONLINE

APPOINTMENT OF PROXY

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 your proxy may vote or abstain as they choose (to the extent permitted by law). 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 securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast 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 securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a shareholder of the Company.

Lodge your proxy online at investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code. Your secure access information is

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Control Number: SRN/HIN:

For Intermediary Online subscribers (custodians) go to intermediaryonline.com

SIGNING INSTRUCTIONS FOR POSTAL 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 you have not already lodged the Power of Attorney with the registry, 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 must 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. Delete titles as applicable.

BY MAIL

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

BY FAX

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE AGM

Corporate Representative

If a representative of a corporate shareholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at investorcentre.com/au and select under the help tab, “Printable Forms”.

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

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.

X

PROXY FORM

Where applicable below, please mark ‘ X ’ to indicate your directions

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 2022 Annual General Meeting of ANZ (AGM or Meeting) hereby appoint

the Chairman of the Meeting* OR

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 2022 AGM of ANZ to be held at the Adelaide Convention Centre, North Terrace, Adelaide South Australia on Thursday, 15th December 2022 commencing at 10:00am (Adelaide Time), and at any adjournment of the AGM.

*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 4, and against items 5 and 6 (where item 6 is 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 and 4 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 and 4.

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 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 4, and AGAINST items 5 and 6 (where item 6 is put to the Meeting).

For Against Abstain

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|---|---|---|
|2 Election and Re-Election of Board Endorsed Candidates|
|For|(a)|To elect Mr J P Smith|
|For|(b) To re-elect Ms S J Halton AO PSM|
|For|(c)|To re-elect Mr P D O’Sullivan|
|For|3 Adoption of the Remuneration Report|
|For|4 Grant of Restricted Rights and Performance Rights to Mr S C Elliott|
|Against|5 Amendment to the Constitution (special resolution)|
|Against|6 Climate Risk Safeguarding (conditional resolution)|

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SIGN

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|---|---|---|
|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|
|( )|/ / 2022|
|Contact Name|Contact Daytime Telephone|Date|

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A N Z

2 8 9 2 2 8 A

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