Australia and New Zealand Banking Group Ltd. — Director's Dealing 2011

Dec 20, 2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Australia and New Zealand Banking Group Limited
ABN	11 005 357 522

We Australia and New Zealand Banking Group Limited give 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 16 November 2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Ordinary Shares:

Direct or indirect interest	Direct – Indirect–	782,850 120,907
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. ANZEST Pty Ltd - ANZ Employee Share Acquisition Plan	Ordinary Shares 120,907
Date of change	16 December 2011
No. of securities held prior to change		903,757
Class	Ordinary Shares
Number acquired (Indirect) ANZEST Pty Ltd - ANZ Employee Share Acquisition Plan	Ordinary Shares 4,813
Number disposed of	N/A

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	4,813 Ordinary Shares issued pursuant to the ANZ Dividend Reinvestment Plan (“DRP) at an issueprice of $19.09per Share	4,813 Ordinary Shares issued pursuant to the ANZ Dividend Reinvestment Plan (“DRP) at an issueprice of $19.09per Share
No. of securities held after change Direct – Unchanged Indirect – Increased (by 4,813) Total of interest		782,850 125,720 908,570
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	Shares issued pursuant to DRP

Options over unissued ordinary shares:

Direct or indirect interest	Direct - 1,473,546 Indirect-Nil
Date of change	16 December 2011
No. of securities held prior to change	1,473,546
Class	Options over unissued Ordinary Shares
Number acquired	326,424
Number disposed	N/A
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	Nil consideration
No. of securities held after change Direct – Increased (by 326,424) Indirect - Unchanged	1,799,970 Nil
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	Grant of Performance Rights in accordance with resolution of shareholders at 2011 Annual General Meeting on the terms and conditions described in the Notice of Annual General Meeting and the Explanatory Notes which accompanied the Notice.

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

Part 3 – +Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

……………………………. John Priestley Company Secretary Australia and New Zealand Banking Group Limited 21 December 2011

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3