Australia and New Zealand Banking Group Ltd. — Director's Dealing 2015

Dec 23, 2015

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 21 December 2015

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:

Ordinary Shares:
Direct or indirect interest	Direct – 64,323Indirect–941,586
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• Michael & Maria Smith Pty Ltd astrustee for Michael & Maria SmithFamily Trust	Ordinary shares33,882Ordinary shares118,392Ordinary shares789,312

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Date of change	21 December 2015
No. of securities held prior to change		1,005,909
Class	Ordinary shares
Number acquired (indirect)• Michael & Maria Smith Pty Ltd astrustee for Michael & Maria SmithFamily Trust	Ordinary shares64,323
Number disposed (direct)	Ordinary shares 64,323
Value/ConsiderationNote: If consideration is non-cash, provide details andestimated valuation	64,323 ordinary shares transferred to Michael &Maria Smith Pty Ltd as trustee for Michael &Maria Smith Family Trust at a consideration of$26.79 per share.
No. of securities held after changeDirect – Decreased (by 64,323)Indirect – Increased (by 64,323)Total of interest		01,005,9091,005,909
Nature of changeExample: on-market trade, off-market trade, exercise ofoptions, issue of securities under dividend reinvestment plan,participation in buy-back	Off-market transfer

Options over unissued ordinary shares:

Options over unissued ordinary shares:
Direct or indirect interest	Direct – 510,250Indirect-Nil
Date of change	N/A
No. of options held prior to change	510,250
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	510,250Nil
Nature of changeExample: on-market trade, off-market trade, exercise ofoptions, issue of securities under dividend reinvestment plan,participation in buy-back	N/A

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 – +Closed period

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 24 December 2015

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3