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

Jul 2, 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 08 May 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 – 0 Indirect–999,559
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. • ANZEST Pty Ltd - ANZ Employee Share Acquisition Plan • Michael & Maria Smith Superannuation Fund Pty Ltd as trustee for Michael & Maria Smith Superannuation Fund • Michael & Maria Smith Pty Ltd as trustee for Michael & Maria Smith Family Trust	Ordinary shares 91,855 Ordinary shares 118,392 Ordinary shares 789,312

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Date of change	01 July 2015	01 July 2015
No. of securities held prior to change			999,559
Class	Ordinary shares
Number acquired (indirect) • ANZEST Pty Ltd - ANZ Employee Share Acquisition Plan	Ordinary shares 2,474
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	2,474 ordinary shares issued pursuant to the ANZ Dividend Reinvestment Plan (“DRP”) at an issueprice of$31.93 per share.
No. of securities held after change Direct – Unchanged Indirect – Increased (by 2,474) Total of interest		0 1,002,033 1,002,033
Nature of change Example: on-market trade, off-market trade, exercise of options, 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 – 759,168 Indirect-Nil
Date of change	N/A
No. of options held prior to change	759,168
Class	Options over unissued Ordinary shares
Number of options acquired (direct)	N/A
Number of options disposed (direct)	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A
No. of options held after change Direct – Unchanged Indirect - Unchanged	759,168 Nil
Nature of change Example: on-market trade, off-market trade, exercise of options, 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

Part 3 – +Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

……………………………. John Priestley Company Secretary Australia and New Zealand Banking Group Limited 03 July 2015

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3