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

Nov 24, 2015

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25 November 2015

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 share rights to Mr Smith which form part of his 2015 short term incentive payment previously disclosed in ANZ’s 2015 Annual Report lodged with the ASX on 9 November 2015.

In addition, 63,756 shares previously held in trust under the ANZ employee share plan have vested and have been transferred out of trust and into Mr Smith’s name.

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 18 September 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 – 567Indirect–1,002,033
	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	Ordinary shares
				94,329
	• Michael & Maria SmithSuperannuation Fund Pty Ltd as trusteefor Michael & Maria SmithSuperannuation Fund• Michael & Maria Smith Pty Ltd astrustee for Michael & Maria SmithFamily Trust	Ordinary 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	i) & ii) 23 November 2015
No. of securities held prior to change		1,002,600
Class	Ordinary shares
Number acquired (direct)	i) Ordinary shares63,756
Number disposed (indirect)• ANZEST Pty Ltd-ANZ Employee Share AcquisitionPlan	ii) Ordinary shares63,756
Value/ConsiderationNote: If consideration is non-cash, provide details andestimated valuation	i) & ii) No consideration was paid in relation tothis change.
No. of securities held after changeDirect – Increased (by 63,756)Indirect – Decreased (by 63,756)Total of interest		64,323938,2771,002,600
Nature of changeExample: on-market trade, off-market trade, exercise ofoptions, issue of securities under dividend reinvestment plan,participation in buy-back	i) & ii) Ordinary shares previously held withinANZ’s employee share plan trust which havevested (as well as DRP shares previously issuedin connection with Mr Smith’s employee shareplan trust shares) and which have beentransferred out of the trust and into Mr Smith’sown name.

• See chapter 19 for defined terms. Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Options over unissued ordinary shares:

Options over unissued ordinary shares:
Direct or indirect interest	Direct – 759,168
	Indirect-Nil
Date of change	18 November 2015
No. of options held prior to change	759,168
Class	Options over unissued Ordinary shares
Number of options acquired (direct)	79,892
Number of options disposed (direct)	N/A
Value/ConsiderationNote: If consideration is non-cash, provide details and	No amount was payable by Mr Smith
estimated valuation
No. of options held after change
Direct – Increased (by 79,892)	839,060
Indirect - Unchanged	Nil
Nature of change	79,892 Deferred Share Rights (options) granted
Example: on-market trade, off-market trade, exercise ofoptions, issue of securities under dividend reinvestment plan,participation in buy-back	in accordance with the ANZ Employee ShareOption Plan as part of short term incentive
	arrangements for 2014/2015 and exercisable in
	two tranches at a zero exercise price. The first
	tranche (38,736 options) is exercisable from 18
	November 2016 and before the close of
	business on 17 November 2018 and the second
	tranche (41,156 options) is exercisable from 18
	November 2017 and before the close of
	business on 17November 2019.

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 detailed	No
above traded during a+closed period where prior written
clearance was required?
If so, was prior written clearance provided to allow the trade	N/A
to proceed during this period?
If prior written clearance was provided, on what date was this	N/A
provided?

……………………………. John Priestley Company Secretary Australia and New Zealand Banking Group Limited 25 November 2015

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3