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

May 7, 2015

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8 May 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 transfer of ANZ shares by Mr Smith to his family trust.

As a result of the transfer, Mr Smith’s total interest in ANZ shares is unchanged.

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 19 December 2014

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 – Indirect–	713,476 286,083
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	Ordinary shares 167,691 Ordinary shares 118,392
Date of change	i) & ii) 07 May 2015
No. of securities held prior to change		999,559
Class	Ordinary shares

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Number acquired (indirect) • Michael & Maria Smith Pty Ltd as trustee for Michael & Maria Smith Family Trust	i) & ii) Ordinary shares 789,312	i) & ii) Ordinary shares 789,312
Number disposed (direct) Number disposed (indirect) • ANZEST Pty Ltd - ANZ Employee Share Acquisition Plan	i) Ordinary shares 713,476 ii) Ordinary shares 75,836
Value/Consideration Note: If consideration is non‐cash, provide details and estimated valuation	i) & ii) 789,312 ordinary shares transferred to Michael & Maria Smith Pty Ltd as trustee for Michael & Maria Smith Family Trust at a consideration of $33.91 per share.
No. of securities held after change Direct – Decreased (by 713,476) Indirect – Increased (by 713,476) Total of interest		0 999,559 999,559
Nature of change Example: on‐market trade, off‐market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy‐back	i) Off-market transfer. ii) Ordinary shares previously held within ANZ’s employee share plan trust which have vested, as well as DRP shares previously issued in connection with Mr Smith’s employee share plan trust shares, have been transferred off-market to Michael & Maria Smith Pty Ltd as trustee for Michael & Maria Smith FamilyTrust.

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

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

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

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 08 May 2015

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3