Questions asked at 2021 ANZ AGM

December 26, 2021

Text of 10 questions asked at the 2021 ANZ AGM held as a virtual meeting on Thursday, December 16.

1. Did any of the main proxy advisers - ACSI, Ownership Matters, Glass Lewis and ISS - recommend a vote against any of today's resolutions? Which of the proxy advisers are covering us and has their been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on today's resolutions so shareholders can ask questions about the reasons if there have been any protest votes?

2. CBA recently completed a $6 billion off-market buy at a 14% discount to the market price with the fully franked dividend component being 74.6% of the buy back price. It was flooded with almost $30 billion worth of stock tendered into the offer. Westpac is also attempting a similar $3.5 billion off market buyback but it has bombed so far because the dividend component was set to be less than half. Has ANZ investigated an off-market buyback and, given our franking credits balance, what proportion of such a buyback could be a fully franked dividend as oppose to a capital return as this seems to be the key metric driving whether these off market buybacks are worthwhile and popular with shareholders?

3. As of today, the Big Five Australian banks are capitalised as follows:

1. CBA: $167.5 billion
2. NAB: $93.6 Billion
3. Macquarie Group: $78.3 billion
4. ANZ: $77.4 billion
5. Westpac: $77 billion

Are we embarrassed to have been surpassed by Macquarie Group which, according to Joe Aston in The AFR's Rear Window column, has been stealing a lot of mortgage market share from us in recent times because they can process applications in less than 10 days when it takes us 51 days, the longest in the market. What is wrong with our systems and what are you doing to fix it?

4. There have been a lot of horror stories about how the Big Four banks have been treating small landlords during the avalanche of branch closures since COVID first struck in February last year. How many Australian branches have we closed since the start of 2020, how many do we still have and what is our policy in terms of fair dealings when we break a lease or attempt to negotiate a new branch lease with a substantial reduction in rent?

5. Item 2B - John Key election. I strongly disagree with the position taken by ASA company monitor John Whittington in proposing to vote almost $200 million worth of undirected proxy votes from more than 1000 ANZ shareholders against the election of former New Zealand Prime Minister John Key, solely on the grounds that he doesn't own enough shares in the bank. As an unlicensed proxy adviser for retail investors and Australia's only proxy aggregation solicitor, ASA should be super cautious with its against recommendations. Could John Key and the chairman please respond with some commentary on the controversial ASA recommendation and whether Mr Key intends to acquire any more shares in the period ahead.

6. Item 5 - Constitutional amendment resolution. Given the interesting discussions across a range of topics today, including this constitutional amendment, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? ANZ has never published an AGM transcript before and deletes each AGM webcast from its website after 12 months. Other more transparent companies like Insurance Australian Group are currently publishing AGM transcripts all the way back to 2003. Will you commit to publishing a transcript from today, plus a back catalogue of AGM transcripts so investors can access a full history of debate at the most important governance meeting of the year, particularly for retail investors. The likes of Afterpay, AGL Energy, ASX, CIMIC, Domino's, Freedom Foods, Lend Lease, Mineral Resources, Mirvac & Nine all produced their 1st AGM transcripts this year. Will ANZ follow suit in order to be as transparent?

7. Item 2a - Christine O'Reilly election. Could Christine please comment on why she left the Transurban board earlier than expected when many of us were hoping she would become the next chair. Does she believe in serving the average term of 8-10 years at major public boards or is there a chance she could also quit ANZ earlier than expected . Also, Treasury Wine Estates has voluntarily moved to annual elections for directors in line with best practice that occurs in both the US and the UK. Dual listed companies like News Corp, BHP and Rio Tinto all do this due to the laws in the US and UK and BHP has pledged to continue doing it even after its DLC ends next year. Can Christine and the chair comment on whether they will support ANZ exploring whether to follow this lead and move to annual elections of directors at the 2022 AGM?

8. Item 2b - John Key election. ANZ has long been the largest lender to Australia's notorious gambling sector, which is now fleecing around $25 billion a year from Australian gamblers, equivalent to $1000 a year for every Australian. This is 40% more in pre capita terms than any other country. Hailing from New Zealand, was Mr Key aware of ANZ's prominence in the gambling sector and could he and the chair both comment on whether ANZ should treat its gambling sector exposure in a similar manner to its fossil fuels exposures. Also, why haven't we followed the lead of Macquarie, Citibank and many other major lenders by banning our credit cards from effectively being used to provide cash advances for gambling when this is the most expensive form of credit ANZ currently provides.

Not asked.

9. Item 4 - CEO LTI grant. Please advise approximately how many of ANZ's 550,000 shareholders voted either directly or by proxy before today's meeting commenced, including on this LTI grant resolution. Why weren't shareholders who haven't signed up for electronic communications sent a printed copy of the notice of meeting and proxy form. Isn't this a form of voter suppression, particularly for elderly investors who aren't confident navigating the internet or online voting. Finally, when disclosing the outcome of today's resolutions, including this LTI grant, could you please include data on how many shareholders participated in the vote, similar to what happens with a scheme of arrangement.

10. Item 5. Constitutional change. When disclosing the outcome of all resolutions, including this constitutional change item, will you publicly disclose how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative recently adopted by Metcash, Dexus and Altium after their AGMs. It will also provide an insight as to whether there was voter suppression from the decision to not send paper voting forms to any of your 550,000 shareholders, a move which I suspect has led to a turn out rate of less than 1%, the lowest figure in ANZ's history.