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

Mar 30, 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 John Powell Morschel Date of last notice 08 August 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 - 7,042 Ordinary Shares Indirect - 16,560 Ordinary Shares Indirect - 1,000 CPS2 Indirect - 1,000 ANZ Capital Notes 1
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. • ANZEST Pty Ltd - Directors’ Share Plan • Gifford Communications Pty Ltd • Gifford Communications Pty Ltd • Gifford Communications Pty Ltd	Ordinary Shares 7,860 Ordinary Shares 8,700 CPS2 1,000 ANZ Capital Notes 1 1,000
Date of change	31 March 2014

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	No. of securities held prior to change	23,602 Ordinary Shares 1,000 CPS2 1,000 ANZ Capital Notes 1	23,602 Ordinary Shares 1,000 CPS2 1,000 ANZ Capital Notes 1
	Class	ANZ Capital Notes 2 issued on 31 March 2014
	Number acquired (Indirect) • Gifford Communications Pty Ltd	ANZ Capital Notes 2 1,000
	Number disposed	N/A
	Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	1,000 ANZ Capital Notes 2 acquired at an issue price of $100 per Note under the ANZ Capital Notes 2 Offer (“the Offer”) announced to ASX on 11 February2014
	No. of securities held after change Ordinary Shares Direct – Unchanged Indirect – Unchanged Total of interest CPS2 Direct – Unchanged Indirect – Unchanged Total of interest ANZ Capital Notes 1 Direct – Unchanged Indirect – Unchanged Total of interest ANZ Capital Notes 2 Direct – Unchanged Indirect – Increased (by 1,000) Total of interest	Ordinary Shares Ordinary Shares CPS2 CPS2 ANZ Capital Notes 1 ANZ Capital Notes 1 ANZ Capital Notes 2 ANZ Capital Notes 2	7,042 16,560 23,602 Nil 1,000 1,000 Nil 1,000 1,000 Nil 1,000 1,000
	Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	1,000 ANZ Capital Notes 2 acquired pursuant to the Offer

Part 2 – Change of director’s interests in contracts – Nil

Part 3 – +Closed period

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	Refer note below
If so, was prior written clearance provided to allow the trade to proceed during this period?	Refer note below
If prior written clearance was provided, on what date was this provided?	Refer note below

Note:

The ANZ Capital Notes 2 Prospectus confirmed that ANZ Directors and their associates were permitted to acquire ANZ Capital Notes 2 pursuant to the Offer. This was the subject of a waiver from the ASX which permitted ANZ Directors and their associates to acquire ANZ Capital Notes 2 under the Offer subject to a maximum aggregate limit of 0.20% of the total number of ANZ Capital Notes 2 issued. A closed period commenced on 28 February 2014 and the relevant ANZ Capital Notes 2 were issued to applicants under the Offer on 31 March 2014 (i.e. during the closed period).

Prior written clearance was provided under the Trading in ANZ Securities Policy on 10 February 2014 to permit ANZ Directors (and their associates) to apply for and acquire ANZ Capital Notes 2 under the Offer. The number of ANZ Capital Notes 2 acquired by ANZ Directors (and their associates) under the Offer was less than 0.20% of the total number of Notes issued.

……………………………. John Priestley Company Secretary Australia and New Zealand Banking Group Limited 31 March 2014

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3