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

Nov 27, 2014

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28 November 2014

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

Appendix 3Y – Mr Michael Smith

The attached Appendix 3Y refers to the grant of deferred shares to Mr Smith which form part of his 2014 short term incentive (STI) payment previously disclosed in ANZ’s 2014 Annual Report lodged with the ASX on 10 November 2014.

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 12 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–	713,476221,866
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 shares103,474Ordinary shares118,392
Date of change	21 November 2014
No. of securities held prior to change		935,342
Class	Ordinary shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired (direct)ANZEST Pty Ltd-ANZ Employee Share AcquisitionPlan	Ordinary shares61,147	Ordinary shares61,147
Number disposed	N/A
Value/ConsiderationNote: If consideration is non‐cash, provide details andestimated valuation	No amount is payable by Mr Smith in relation tothese ordinaryshares.
No. of securities held after changeDirect – UnchangedIndirect – Increased (by 61,147)Total of interest		713,476283,013996,489
Nature of changeExample: on‐market trade, off‐market trade, exercise ofoptions, issue of securities under dividend reinvestment plan,participation in buy‐back	Shares granted in accordance with the ANZEmployee Share Acquisition Plan as part of shortterm incentive arrangements for 2013/2014.Shares are to be restricted and held in trustpursuant to the rules of the Plan, with 30,574shares to be restricted for 1 year to 21 November2015 and 30,573 shares to be restricted for 2years to 21 November 2016.

Options over unissued ordinary shares:
Direct or indirect interest	Direct – 856,320Indirect-Nil
Date of change	N/A
No. of options held prior to change	856,320
Class	Options over unissued Ordinary shares
Number of options acquired	N/A
Number of options disposed	N/A
Value/ConsiderationNote: If consideration is non‐cash, provide details andestimated valuation	N/A
No. of options held after changeDirect –UnchangedIndirect - Unchanged	856,320Nil
Nature of changeExample: on‐market trade, off‐market trade, exercise ofoptions, issue of securities under dividend reinvestment plan,participation in buy‐back	N/A

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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 28 November 2014

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3