Australia and New Zealand Banking Group Ltd. — Director's Dealing 2012

Aug 23, 2012

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24 August 2012

Company Announcements Australian Securities Exchange Level 4 20 Bridge Street Sydney NSW 2000

Appendix 3Y – Share Transactions by Mr Michael Smith

The attached Appendix 3Y refers to the exercise of 440,000 share options and the sale of the resulting ANZ ordinary shares on 20 August 2012 by Michael Smith, ANZ’s Chief Executive Officer.

The options form part of a grant of 700,000 options to Mr Smith that was approved by shareholders at ANZ’s Annual General Meeting on 18 December 2008. The options had an exercise price of $14.18 being the volume weighted average price of ANZ ordinary shares quoted on the ASX in the five days up to and including the 2008 Annual General Meeting. The options vested after three years on 18 December 2011.

The exercise of the share options and the sale of the resulting shares was undertaken by Mr Smith in order to fund a forthcoming income tax payment and to repay debt.

As a result of the transaction, Mr Smith’s shareholding in ANZ is unchanged with a total shareholding of 1,172,370 ANZ ordinary shares.

Yours faithfully

John Priestley Company Secretary

Australia and New Zealand Banking Group Limited

Company Secretary’s Office ANZ Centre Melbourne, Level 9, 833 Collins Street, Docklands Vic 3008 GPO Box 254, MELBOURNE VIC 3001 AUSTRALIA

www.anz.com

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

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 2 July 2012

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	1,042,590 –129,780
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 129,780
Date of change	20 August 2012
No. of securities held prior to change		1,172,370
Class	Ordinary shares
Number acquired (indirect)	Ordinary shares 440,000
Number disposed of	Ordinary shares 440,000
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	- Acquired 440,000 ordinary shares upon exercise of 440,000 options at an exercise price of $14.18 - Sold 440,000 ordinary shares sold at an

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

	average price of $24.74
No. of securities held after change Direct – Unchanged Indirect – Unchanged Total of interest		1,042,590 129,780 1,172,370
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	Acquisition of 440,000 ordinary shares upon exercise of options, and subsequent on-market sale of 440,000 ordinaryshares.

Options over unissued ordinary shares:

Direct or indirect interest	Direct – 1,280,230 Indirect-Nil
Date of change	20 August 2012
No. of securities held prior to change	1,280,230
Class	Options over ordinary shares
Number acquired	N/A
Number disposed (Direct)	440,000
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	440,000 options exercised at an exercise price of $14.18
No. of securities held after change Direct – Decreased (by 440,000) Indirect - Unchanged	840,230 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	Exercise of options

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

…………………………….

John Priestley Company Secretary Australia and New Zealand Banking Group Limited 24 August 2012

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011