33XB Anz Bank Uts

 
TIDM33XB 
 
 
 
 
 

NOTICE TO HOLDERS OF THE GBP450,000,000 UNITS ISSUED ON 12 JUNE 2007 (THE "UNITS") EACH CONSISTING OF GBP50,000 PRINCIPAL AMOUNT OF PERPETUAL SUBORDINATED NOTES ISSUED BY THE NEW YORK BRANCH OF, AND A PREFERENCE SHARE, (THE "PREFERENCE SHARE") (TOGETHER THE "UK STAPLED SECURITIES") LIQUIDATION PREFERENCE OF GBP50,000 ISSUED BY AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (THE "ISSUER")

ISIN: XS0304110132

Common Code: 030411013

Pursuant to Clause 8 of the terms of the Preference Shares which comprise part of the Units, holders of Preference Shares (the "Preference Shareholders") are entitled to vote on certain matters at meetings of ordinary shareholders of the Issuer. Such matters are set out in Clause 8.2 of the terms of the Preference Shares.

The Issuer hereby gives notice to the Preference Shareholders in accordance with Clause 8.1 of the terms of the Preference Shares that a meeting of the ordinary shareholders will 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 (Sydney, Australia time) (the "Meeting") for the purposes of considering and, if thought fit, passing a number of resolutions.

Attached please find (1) a letter from the Chairman announcing the Issuer's forty third Annual General Meeting; and (2) a Notice of Meeting including item 4 to be voted on at the Meeting and Explanatory Notes in respect of that item.

As a holder of the above-reference Units, you are entitled to the exercise of certain voting rights pertaining to the Preference Shares comprised in your Units with respect to Item 4 which concerns proposed selective buy-back schemes relating to the preference shares of the Issuer which form part of the Units. Although you have a right to vote on Item 4 by virtue of you holding the Units, the Corporations Act 2001 (Cth) requires the Issuer to disregard any votes cast in favour of item 4 by any person who holds UK Stapled Securities or is an associate of a person who holds UK Stapled Securities. You may, however, vote against item 4.

The Special Resolution upon which the Preference Shareholders may vote is as follows. You may vote against the resolution. A vote in favour of item 4 will be disregarded in accordance with the Corporations Act 2011 (Cth). You may also abstain from voting on the resolution.

SPECIAL RESOLUTION

Approval is given to the terms and conditions of the selective buy-back schemes relating to the buy-back of the preference shares designated the "June 2007 Sterling Preference Shares" issued as part of the Issuer's GBP450,000,000 non-cumulative mandatory convertible stapled securities as described in the Explanatory Notes which accompany the Notice convening the 2011 Annual General Meeting.

Further information

For further information or to access copies of the Annual General Meeting documents, including the attached Chairman's letter and Notice of Meeting, please visit the Issuer's website at: www.anz.com/aus/shares/agm/default.asp.

Further information about the Meeting may also be obtained by contacting ANZ Investor Relations at:

Level 9

833 Collins Street

Docklands

VIC 3008

Australia

Telephone: + 613 8654 7682

Facsimile: + 613 8654 9977

Email: investor.relations@anz.com

VOTING

1.Who is entitled to vote on the proposed Special Resolution?

The Preference Shares comprised in the above referenced Units are currently held in the form of a Global Certificate which is held by a common depositary for the accounts of Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream", and each of Euroclear and Clearstream, a "clearing system").

Each holder of the above-referenced Units is the owner of a particular nominal amount of the Preference Shares, as shown in the records of Euroclear, Clearstream or their respective accountholders ("Accountholders"), (a "Beneficial Owner"). Beneficial Owners are not the legal holders of the Preference Shares for the purposes of the Meeting and will only be entitled to vote at the Meeting in accordance with the procedures set out below in "Procedures for Voting".

The only Preference Shareholder currently entitled to attend and vote at the Meeting with respect to the Preference Shares represented by the Global Certificate is the holder of the Global Certificate, which is BT Globenet Nominees Limited ("BT Globenet"), as common depositary of Euroclear and Clearstream. However, Beneficial Owners who hold their interests in the Preference Shares through a clearing system and who wish to vote on the proposed Special Resolution may convey their voting instructions by contacting the relevant clearing system (or through the relevant Accountholder, if applicable) and arrange for votes to be cast on their behalf in accordance with their voting instructions. See "Procedures for Voting" below. By voting electronically via the clearing systems you will be authorising and instructing BT Globenet as the holder of the Global Certificate to vote as your proxy at the Meeting.

2.Procedures for Voting

As the holder of the Global Certificate for the Preference Shares, BT Globenet may vote on the proposed Special Resolution by either attending and voting at the Meeting (or appointing a proxy to do so) or delivering voting instructions to the Issuer's Share Registrar with respect to Preference Shares represented by your Units.

Delivering instructions to vote:

Those Beneficial Owners who hold their interests in the Preference Shares through a clearing system and who wish to vote should contact the relevant clearing system (through the relevant Accountholder, if applicable) to instruct BT Globenet as to how they want to vote in relation to the Special Resolution as detailed in paragraph 5 of this notice of meeting. BT Globenet will then vote at the Meeting, either in person or by proxy, in accordance with the instructions received from the Beneficial Owners. A Beneficial Owner must have submitted their votes with the relevant clearing system (through the relevant Accountholder, if applicable) by 3pm (London, United Kingdom time) on Tuesday 13 December 2011. Holders should note that their Notes will be blocked once they have submitted their vote, until the conclusion of the Meeting.

Principal Paying Agent

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

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