Australia and New Zealand Banking Group Ltd. — Director's Dealing 2007

Dec 20, 2007

Company Secretary’s Office Australia and New Zealand Banking Group Limited Level 6 100 Queen Street Melbourne VIC 3000 www.anz.com

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21 December 2007

Company Announcements Office Australian Securities Exchange Exchange Centre Level 4 20 Bridge Street SYDNEY NSW 2000

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Appendix 3Y – Shares & Options granted to Mr Michael Roger Pearson Smith

The attached Appendix 3Y covers the grant of ANZ shares and options over unissued shares on 19 December 2007 to Mr Michael Roger Pearson Smith, Chief Executive Officer of ANZ.

The securities were granted in accordance with the resolutions of shareholders at the 2007 ANZ Annual General Meeting.

John Priestley Company Secretary Australia and New Zealand Banking Group Limited

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Appendix 3Y

Change of Director’s Interest Notice

Name of entity	Australia and New Zealand Banking Group Limited (“ANZ”)
ABN	11 005 357 522

Australia and New Zealand Banking Group Limited gives ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mr Michael Roger Pearson Smith
Date of last Notice	1 October 2007

Part 1 – Change of director’s relevant interest in securities

Ordinary Shares:

	Direct interest	Nil	Nil
	Indirect interest	Nil
	Nature of indirect interest	Number & Class of Securities
	N/A	N/A
	No of securities held prior to**change **	Nil
	**Date of change **	19 December 2007
	Class	OrdinaryShares
	Number acquired (Indirect)ANZEST Pty Ltd−ANZ Employee ShareAcquisition Plan	Ordinary Shares330,033
	Number disposed of	Ordinary SharesNil
	Nature of Change	Grant of Ordinary Shares in accordance withresolution of shareholders at 2007 AnnualGeneral Meeting on the terms and conditionsdescribed in the Notice of Annual GeneralMeeting and the Explanatory Notes whichaccompanied the Notice.
	Value/Consideration	No amount is payable by Mr Smith.
	Number of securities heldafter changeDirect – UnchangedIndirect – Increased (by330,033)		Nil330,033
	Total of Interest		330,033

Options over unissued ordinary shares:

Direct InterestIndirect Interest	NilNil	NilNil
No of securities held prior to**change **	Nil
**Date of change **	19 December 2007
Class	Options over unissued OrdinaryShares
Number acquired – DirectInterest	779,002
Number disposed of	Nil
Nature of Change	Grant of Performance Rights in accordancewith resolution of shareholders at 2007Annual General Meeting on the terms andconditions described in the Notice of AnnualGeneral Meeting and the Explanatory Noteswhich accompanied the Notice.
Value/Consideration	No amount is payable by Mr Smith.
Number of securities held afterchangeDirect Interest – Increased (by779,002)Indirect Interest – Unchanged		779,002Nil
Total of Interest		779,002

Part 2 – Change of director’s interests in contracts - Nil

John Priestley Company Secretary Australia and New Zealand Banking Group Limited

21 December 2007