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

Sep 3, 2007

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Company Secretary’s Office Level 6, 100 Queen Street Melbourne VIC 3000 Phone 03 9273 6141 Fax 03 9605 3495

4 September 2007

Company Announcements Australian Securities Exchange Level 10, 20 Bond Street SYDNEY NSW 2000

Appendix 3Y – Share Transactions by Mr John McFarlane

The attached Appendix 3Y includes transactions in ANZ shares and options undertaken on 31 August 2007 and 3 September 2007 by Mr. John McFarlane, Chief Executive Officer in the light of his impending retirement from ANZ on 30 September 2007.

Mr. McFarlane has availed himself of the only available trading period available to him prior to ANZ’s staff share trading blackout commencing on 10 September until the announcement of ANZ’s Full Year Results on 25 October 2007.

The tax liability on Mr. McFarlane’s deferred shares and options are assessed at their market values at the time of his retirement. Principally to mitigate subsequent potential market fluctuations in relation to these taxation liabilities, to fund other related historical taxation obligations, and to reduce debt facilities, Mr McFarlane has undertaken the following transactions:

• The exercise of 200,000 share options at $16.69 per share granted on 31 December 2002 pursuant to approval at ANZ's 2001 Annual General Meeting, the exercise of 250,000 share options at $20.49 per share granted on 31 December 2004 pursuant to approval at ANZ's 2001 Annual General Meeting, and the on-market sale of 450,000 shares at an average price of $28.496

• The on-market sale from his personal holdings of:

  • 9,101 shares at an average price of $28.7181

  • 990,899 shares at an average price of $28.6967 250,000 shares at an average price of $28.9513

• Additionally, the on-market sale of 86,068 shares in Mr. McFarlane’s personal superannuation fund at an average price of $28.6021

As a result of these transactions, Mr. McFarlane’s total direct and indirect holdings are now 684,434 ANZ shares, and 250,000 ANZ options.

John Priestley

Company Secretary

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Appendix 3Y Change of Director’s Interest Notice

	Appendix 3YChange of Director’s Interest Notice
Name of entity	Australia and New Zealand Banking Group Limited
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 John McFarlane
Date of last Notice	22 August 2007

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

Ordinary Shares:

Ordinary Shares:
Direct interestIndirect interest	1,623,185397,317
Nature of indirect interest•Ballimore Pty Ltd (a/cSuperannuation Fund)•ANZEST Pty Ltd- ANZ Employee Share AcquisitionPlan:•Performance Shares – not yetvested- ANZ Directors’ Share Plan	Number & Class of SecuritiesOrdinary Shares86,068Ordinary Shares175,000Ordinary Shares136,249Total397,317
**No of securities heldprior to change **		2,020,502
**Date of change **	31 August 2007 and 3 September 2007
Class	OrdinaryShares
Number acquired (Direct)	31 August 2007450,000
Number disposed (Direct)Number disposed (Indirect)•Ballimore Pty Ltd (a/cSuperannuation Fund)	31 August 2007 ( 1,450,000)3 September 2007 (250,000)31 August 2007 (86,068)
Nature of Change	-Subscription for 450,000 Ordinary Shares uponexercise of options on 31 August 2007.-On-market sale of 1,536,068 Ordinary Shares on 31August 2007.-On-market sale of 250,000 Ordinary Shares on 3September 2007.
Value/Consideration	-Subscription for 200,000 Ordinary Shares uponexercise of options at an exercise price of $16.69 pershare on 31 August 2007.

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	-Subscription for 250,000 Ordinary Shares uponexercise of options at an exercise price $20.49 pershare on 31 August 2007.-450,000 Ordinary Shares sold at an average price of$28.496 on 31 August 2007.-9,101 Ordinary Shares sold at an average price of$28.7181 on 31 August 2007.-990,899 Ordinary Shares sold at an average price of$28.6967 on 31 August 2007.-86,068 Ordinary Shares sold at an average price of$28.6021 on 31 August 2007.-250,000 Ordinary Shares sold at an average price of$28.9513 on 3 September 2007.	-Subscription for 250,000 Ordinary Shares uponexercise of options at an exercise price $20.49 pershare on 31 August 2007.-450,000 Ordinary Shares sold at an average price of$28.496 on 31 August 2007.-9,101 Ordinary Shares sold at an average price of$28.7181 on 31 August 2007.-990,899 Ordinary Shares sold at an average price of$28.6967 on 31 August 2007.-86,068 Ordinary Shares sold at an average price of$28.6021 on 31 August 2007.-250,000 Ordinary Shares sold at an average price of$28.9513 on 3 September 2007.
Number of securities held after changeDirect – Decreased (by 1,250,000)Indirect – Decreased(by86,068)		373,185311,249
Total of Interest		684,434

Options over unissued ordinary shares:

Direct Interest	700,000
Indirect Interest	Nil
**No of securities heldprior to change **	700,000
**Date of change **	31 August 2007
Class	Options over unissued OrdinaryShares
Number acquired – Direct Interest	Nil
Number disposed of	(450,000)
**Nature of Change **	Exercise of options
Value/Consideration	- 200,000 options at an exercise price of $16.69 per
	share.
	- 250,000 options at an exercise price of $20.49 per
	share.
Number of securities held after change
Direct Interest – Decreased (by 450,000)	250,000
Indirect Interest – Unchanged	Nil
Total of Interest	250,000

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

................................................ John Priestley Company Secretary Australia and New Zealand Banking Group Limited

4 September 2007

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