Australia and New Zealand Banking Group Ltd. — Director's Dealing 2013

Dec 19, 2013

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 29 November 2013

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	1,301,048 –173,571
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 173,571
Date of change	i) 19 December 2013 ii)16 December 2013
No. of securities held prior to change		1,474,619
Class	Ordinary shares
Number acquired (direct) Number acquired (indirect) ANZEST Pty Ltd - ANZ Employee Share Acquisition Plan	i) Ordinary shares 75,820 ii) Ordinary shares 3,207

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number disposed (indirect) ANZEST Pty Ltd - ANZ Employee Share Acquisition Plan	i) Ordinary shares 75,820	i) Ordinary shares 75,820
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	i) No consideration was paid in relation to this change. ii) 3,207 Ordinary Shares issued pursuant to the ANZ Dividend Reinvestment Plan (“DRP”) at an issueprice of $31.83per Share.
No. of securities held after change Direct – Increased (by 75,820) Indirect – Decreased (by 72,613) Total of interest		1,376,868 100,958 1,477,826
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	i) Ordinary shares previously held within ANZ’s employee share plan trust which have vested (as well as DRP shares previously issued in connection with Mr Smith’s employee share plan trust shares) and which have been transferred out of the trust and into Mr Smith’s own name. ii)Shares issuedpursuant to DRP.

Options over unissued ordinary shares:

Direct or indirect interest	Direct – 908,398 Indirect-Nil
Date of change	(a) 18 December 2013 (b)17 December 2013
No. of options held prior to change	908,398
Class	Options over unissued Ordinary shares
Number of options acquired	(a) 201,086
Number of options disposed	(b)253,164
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	(a) and (b) No amount was payable by Mr Smith
No. of options held after change Direct –Decreased (52,078) Indirect - Unchanged	856,320 Nil

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	(a) Grant of Performance Rights in accordance with resolution of shareholders at 2013 Annual General Meeting on the terms and conditions described in the Notice of Annual General Meeting and the Explanatory Notes which accompanied the Notice. (b) The Performance Rights granted to Mr Smith on 17 December 2010 lapsed on 17 December 2013 not having vested.

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 20 December 2013

• See chapter 19 for defined terms.

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