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

May 10, 2012

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11 May 2012

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

We attach an Appendix 3Y notice on behalf of Mr Peter Hay.

The notice refers to the divestment of 19,855 ANZ ordinary shares held by WJM Pty Ltd. Whilst Mr Hay has never had any beneficial interest in the ANZ shares in question, the relevant WJM Pty Ltd holding was referred to in Mr Hay's previous Appendix 3Y notice because he is a director of WJM Pty Ltd and a trustee controlling the majority of the shares in WJM Pty Ltd.

WJM Pty Ltd is in the process of being wound up as it is no longer serving the purpose for which it was established many years ago, and the ANZ shares have been divested by WJM Pty Ltd in connection with that winding up process. Having regard to his position as an ANZ Director, Mr Hay did not participate in the decision by the board of WJM Pty Ltd to divest the ANZ shares and first became aware of the transaction on 9 May 2012.

Yours faithfully

John Priestley Company Secretary

www.anz.com

Company Secretary’s Office Australia and New Zealand Banking Group Limited ABN 11 005 357 522 Level 9, 833 Collins Street DOCKLANDS VIC 3008

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 Peter Algernon Franc Hay Date of last notice 16 December 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.

Direct or indirect interest

Direct - 285 Indirect–35,933

Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. • Mr John Blanch & Mr John Emerson & Mr Peter Hay as co-trustees for a deceased estate in which Mr Hay has no beneficial interest • Auxesis Investments Pty Ltd Super Fund A/C> • WJM Pty Ltd – Mr Hay is a director of this company and a trustee controlling the majority of the shares in this company, but has no beneficial interest in the shares held by it

Ordinary Shares 4,255 Ordinary Shares 8,714 Ordinary Shares 19,855

• See chapter 19 for defined terms.

Appendix 3Y Page 2

Appendix 3Y Change of Director’s Interest Notice

• ANZEST Pty Ltd - Directors’ Share Plan	Ordinary Shares3,109 Total 35,933	Ordinary Shares3,109 Total 35,933
Date of change	07 May 2012
No. of securities held prior to change	36,218
Class	Ordinary Shares
Number acquired	N/A
Number disposed (indirect)	Ordinary Shares 19,855 (This sale relates to the WJM Pty Ltd holding - Mr Hay is a director of WJM Pty Ltd and a trustee controlling the majority of the shares in that company, but has not had any beneficial interest in the ANZ shares held by it.)
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	19,855 Ordinary Shares disposed of at average price of $23.07	an
No. of securities held after change Direct - Unchanged Indirect - Decreased (by 19,855) Total of interest		285 16,078 16,363
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	On-market trade

Part 2 – Change of director’s interests in contracts - Nil Part 3 –[+] Closed period

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 11 May 2012

• See chapter 19 for defined terms.

Appendix 3Y Page 3