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

Feb 22, 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 21 December 2010

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-	375,025 192,336
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 192,336
Date of change	21 February 2011
No. of securities held prior to change		567,361
Class	Ordinary Shares
Number acquired (direct)	Ordinary Shares 258,620
Number disposed	N/A
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	No amount was payable by Mr Smith.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change Direct – Increased (by 258,620) Indirect - Unchanged Total of interest		633,645 192,336 825,981
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	Ordinary Shares were allotted to Mr Smith upon his exercise of the first tranche of Performance Rights which were granted to him following shareholder approval at the 2007 Annual General Meetingand which vested in December 2010.

Options over unissued ordinary shares:
Direct or indirect interest	Direct - 1,732,166 Indirect-Nil
Date of change	21 February 2011
No. of securities held prior to change	1,732,166
Class	Options over unissued Ordinary Shares
Number acquired	Nil
Number disposed (direct)	258,620
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	No amount was payable by Mr Smith.
No. of securities held after change Direct – Decreased (by 258,620) Indirect - Unchanged	1,473,546 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	~~41 488~~ Mr Smith exercised the first tranche of Performance Rights which were granted to him following shareholder approval at the 2007 Annual General Meeting and which vested in December 2010.
Part 2 – Change of director’s interests in contracts Part 3 – +Closed period	– Nil
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 23 February 2011

• See chapter 19 for defined terms.

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