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Notice of Annual General Meeting

Document date:  Wed 14 Nov 2001
Published:  Wed 14 Nov 2001 10:47:32
Document No:  183763
Document part:  A
Market Flag:  N
Classification:  Notice of Annual General Meeting

AUSTRALIA AND NEW ZEALAND BANKING GROUP       2001-11-14  ASX-SIGNAL-G

HOMEX - Melbourne                                                     

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Notice is given that the thirty third Annual General Meeting of 
Australia and New Zealand Banking Group Limited will be held at The 
Westin, No 1 Martin Place, Sydney on Friday, 14 December 2001 at 
10.00am.

ORDINARY BUSINESS

1. ANNUAL REPORTS

To consider the Annual Report, Financial Statements and the Reports of
the Directors and of the Auditors' for the year ended 30 September 
2001.

2. ELECTION OF DIRECTORS

(a) TO RE-ELECT A DIRECTOR: MR J K ELLIS

Mr Ellis retires in accordance with the Company's Constitution, and 
being eligible, offers himself for re-election.

(b) TO RE-ELECT A DIRECTOR: MS M A JACKSON

Ms Jackson retires in accordance with the Company's Constitution, and 
being eligible, offers herself for re-election.

SPECIAL BUSINESS

3. GRANT OF OPTIONS TO MR JOHN MCFARLANE (PLEASE REFER TO NOTES)

Associated with the extension of Mr John McFarlane's employment 
contract as Chief Executive Officer until 30 September 2006, 
shareholders are asked to consider and, if thought fit, to pass the 
following resolution as an ordinary resolution:

"That approval is given for the grant of the following options over 
un-issued shares in the capital of the Company to or for the benefit 
of Mr John McFarlane, the Managing Director and the Chief Executive 
Officer of the Company, on the terms set out in the explanatory notes 
to the notice which convened the 2001 Annual General Meeting and 
otherwise in accordance with the ANZ Share Option Plan:

(i) 500,000 options to be granted on 31 December 2001;

(ii) 1,000,000 options to be granted on 31 December 2002;

(iii) 1,000,000 options to be granted on 31 December 2003; and

(iv) 500,000 options to be granted on 31 December 2004."

J L Slatter
SECRETARY

A full copy of this announcement, including Explanatory Notes,
is available for purchase from ASX Customer Service on 1 300 300 279.
Charges apply.