Australia and New Zealand Banking Group Ltd. — Director's Dealing 2014

Dec 18, 2014

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 28 November 2014

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–	713,476283,013
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to therelevant interest.• ANZEST Pty Ltd-ANZ Employee Share AcquisitionPlan• Michael & Maria SmithSuperannuation Fund Pty Ltd as trusteefor Michael & Maria SmithSuperannuation Fund	Ordinary shares164,621Ordinary shares118,392
Date of change	16 December 2014
No. of securities held prior to change		996,489
Class	Ordinary shares

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Number acquired (direct)ANZEST Pty Ltd-ANZ Employee Share AcquisitionPlan	Ordinary shares3,070	Ordinary shares3,070
Number disposed	N/A
Value/ConsiderationNote: If consideration is non‐cash, provide details andestimated valuation	3,070 ordinary shares issued pursuant to the ANZDividend Reinvestment Plan (“DRP”) at an issueprice of $32.02per share.
No. of securities held after changeDirect – UnchangedIndirect – Increased (by 3,070)Total of interest		713,476286,083999,559
Nature of changeExample: on‐market trade, off‐market trade, exercise ofoptions, issue of securities under dividend reinvestment plan,participation in buy‐back	Ordinary shares issued pursuant to DRP.

Options over unissued ordinary shares:

Direct or indirect interest	Direct – 856,320Indirect-Nil
Date of change	(a) 18 December 2014(b)16 December 2014
No. of options held prior to change	856,320
Class	Options over unissued Ordinary shares
Number of options acquired (direct)	(a) 229,272
Number of options disposed (direct)	(b)326,424
Value/ConsiderationNote: If consideration is non‐cash, provide details andestimated valuation	(a) and (b) No amount was payable by Mr Smith
No. of options held after changeDirect – Decreased (by 97,152)Indirect - Unchanged	759,168Nil

• See chapter 19 for defined terms.

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01/01/2011

Appendix 3Y Change of Director’s Interest Notice

	Nature of changeExample: on‐market trade, off‐market trade, exercise ofoptions, issue of securities under dividend reinvestment plan,participation in buy‐back	(a) Grant of Performance Rights inaccordance with resolution ofshareholders at 2014 Annual GeneralMeeting on the terms and conditionsdescribed in the Notice of AnnualGeneral Meeting and the ExplanatoryNotes which accompanied the Notice.(b) The Performance Rights granted to MrSmith on 16 December 2011 lapsed on16 December 2014 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 detailedabove traded during a+closed period where prior writtenclearance was required?	No
If so, was prior written clearance provided to allow the tradeto proceed during this period?	N/A
If prior written clearance was provided, on what date was thisprovided?	N/A

……………………………. John Priestley Company Secretary Australia and New Zealand Banking Group Limited 19 December 2014

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3