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

Dec 20, 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 25 November 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–938,277
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 shares30,573Ordinary 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	16 December 2015
No. of securities held prior to change		1,002,600
Class	Ordinary shares
Number acquired (indirect)• ANZEST Pty Ltd-ANZ Employee Share AcquisitionPlan	Ordinary shares3,309
Number disposed	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details andestimated valuation	3,309 Ordinary Shares issued pursuant to theANZ Dividend Reinvestment Plan (“DRP”) at anissue price of $27.08 per Share
No. of securities held after changeDirect – UnchangedIndirect – Increased (by 3,309)Total of interest		64,323941,5861,005,909
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:

Options over unissued ordinary shares:
Direct or indirect interest	Direct – 839,060Indirect-Nil
Date of change	19 December 2015
No. of options held prior to change	839,060
Class	Options over unissued Ordinary shares
Number of options acquired	N/A
Number of options disposed (direct)	328,810
Value/ConsiderationNote: If consideration is non-cash, provide details andestimated valuation	No amount was payable by Mr Smith
No. of options held after changeDirect – decreased (by 328,810)Indirect - 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	The Performance Rights granted to Mr Smith on19 December 2012 lapsed on 19 December 2015not having vested.

• 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

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 21 December 2015

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3