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

Feb 23, 2012

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24 February 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 by Mr Michael Smith, ANZ’s Chief Executive Officer, of 260,000 share options and the sale of the resulting ANZ ordinary shares on 21 February 2012.

The options form part of a total grant of 700,000 options to Mr Smith which was approved by shareholders at ANZ’s Annual General Meeting on 18 December 2008. The options vested on 18 December 2011.

Mr Smith has exercised 260,000 of the options and sold the resulting ordinary shares in order to fund forthcoming income tax payments.

As a result of the transaction, Mr Smith’s shareholding in ANZ is unchanged having retained his existing holding of 1,168,310 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 23 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.

Ordinary Shares:

Direct or indirect interest	Direct – Indirect	1,042,590 –125,720
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 125,720
Date of change	21 February 2012
No. of securities held prior to change		1,168,310
Class	Ordinary shares
Number acquired (Direct)	Ordinary shares 260,000
Number disposed of (Direct)	Ordinary shares 260,000
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	- Acquired 260,000 ordinary shares upon exercise of 260,000 options at an exercise price of $14.18 per share. - 260,000 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 $22.0044.
No. of securities held after change Direct – Unchanged Indirect – Unchanged Total of interest		1,042,590 125,720 1,168,310
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 260,000 ordinary shares upon exercise of options, and subsequent on-market sale of 260,000 ordinaryshares.

Options over unissued ordinary shares:

Direct or indirect interest	Direct – 1,540,230 Indirect-Nil
Date of change	21 February 2012
No. of securities held prior to change	1,540,230
Class	Options over unissued ordinary shares
Number acquired	N/A
Number disposed (Direct)	260,000
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	260,000 options exercised at an exercise price of $14.18.
No. of securities held after change Direct – Decreased (by 260,000) Indirect - Unchanged	1,280,230 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 February 2012

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011