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

Sep 29, 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 Ian John Macfarlane Date of last notice 31 August 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 - Nil Indirect – 17,616 Ordinary Shares 500 CPS2	Direct - Nil Indirect – 17,616 Ordinary Shares 500 CPS2
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. • Salignac Pty Ltd •\ Super Fund A/C> • Salignac Pty Ltd •\ Super Fund A/C>	Ordinary Shares CPS2	17,616 500
Date of change	28 September 2011
No. of securities held prior to change		17,616 Ordinary Shares 500 CPS2
Class	Convertible Preference Shares issued by ANZ on 28 September 2011(“CPS3”)

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	Number acquired (indirect) • Salignac Pty Ltd Super Fund A/C>	CPS3 1,000	CPS3 1,000	CPS3 1,000
	Number disposed	N/A
	Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	1,000 CPS3 acquired pursuant to the ANZ CPS3 offer announced to ASX on 23 August 2011 (“CPS3 Offer”) at an issue price of $100 per CPS3
	No. of securities held after change Ordinary Shares Direct – Unchanged Indirect – Unchanged Total of interest CPS2 Direct – Unchanged Indirect – Unchanged Total of interest CPS2 Direct – Unchanged Indirect – Increased (by 1,000) Total of interest	Ordinary Shares Ordinary Shares CPS2 CPS2 CPS3 CPS3	Nil 17,616 17,616 Nil 500 500 Nil 1,000 1,000
	Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	CPS3 acquired pursuant to the CPS3 offer

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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?	Refer note below
If so, was prior written clearance provided to allow the trade to proceed during this period?	Refer note below
If prior written clearance was provided, on what date was this provided?	Refer note below

Note:

The initial prospectus in relation to the CPS3 Offer was lodged with the ASX on 23 August 2011. This document, which had been approved by the ANZ Board, confirmed that ANZ Directors and their related parties may acquire CPS3 pursuant to the CPS3 Offer. This was subject to a waiver from the ASX pursuant to which the ASX permitted ANZ Directors and their associates to acquire CPS3 under the CPS3 Offer subject to a maximum aggregate limit of 0.2% of the total number of CPS3 issued. A replacement prospectus was lodged with the ASX on 31 August 2011 – it also included reference to the same details and a letter signed by the Chairman dated 31 August 2011. A closed period commenced on 1 September 2011 and the relevant CPS3 were issued to applicants under the CPS3 Offer on 28 September (i.e. during the closed period).

……………………………. John Priestley Company Secretary Australia and New Zealand Banking Group Limited 30 September 2011

• See chapter 19 for defined terms.

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