Australia and New Zealand Banking Group Ltd. — Director's Dealing 2016

Nov 27, 2016

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28 November 2016

Company Announcements Australian Securities Exchange Level 4 20 Bridge Street Sydney NSW 2000

Appendix 3Y – Mr Shayne Elliott

The attached Appendix 3Y refers to:

• the grant of deferred shares to Mr Elliott which form part of his 2016 Annual Variable Remuneration payment previously disclosed in ANZ’s 2016 Annual Report lodged with ASX on 7 November 2016; and

• the forfeiture of performance rights granted to Mr Elliott in 2013.

Yours faithfully

Simon Pordage 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 (the entity) 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 Shayne Cary Elliott Date of last notice 4 July 2016

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–154,475
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 Elliott Pty Ltd as trustee for Elliott Family Trust	Ordinary shares 66,482 Ordinary shares 87,993
Date of change	22 November 2016
No. of securities held prior to change		154,475
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  ANZEST Pty Ltd - ANZ Employee Share Acquisition Plan	Ordinary shares 27,764	Ordinary shares 27,764
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	No amount is payable by Mr Elliott in relation to these ordinary shares.
No. of securities held after change Direct – Unchanged Indirect – Increased (by 27,764) Total of interest		Nil 182,239 182,239
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Shares granted in accordance with the ANZ Employee Share Acquisition Plan as part of Annual Variable Remuneration arrangements for 2015/2016. Shares are to be restricted and held in trust pursuant to the rules of the Plan, with 6,941 shares to be restricted for 1 year to 22 November 2017, 6,941 shares to be restricted for 2 years to 22 November 2018, 6,941 shares to be restricted for 3 years to 22 November 2019 and 6,941 shares to be restricted for 4years to 22November 2020.
Options over unissued ordinary shares:
Direct or indirect interest	Direct – 282,483 Indirect-Nil
Date of change	22 November 2016
No. of options held prior to change	282,483
Class	Options over unissued Ordinary shares
Number of options acquired	N/A
Number of options disposed (direct)	68,965
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	No amount was payable by Mr Elliott
No. of options held after change Direct – decreased (by 68,965) Indirect – unchanged	213,518 Nil

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Nature of change The Performance Rights granted to Mr Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in Elliott on 22 November 2013 lapsed on 22 buy-back November 2016 not having vested.

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

……………………………. Simon Pordage Company Secretary Australia and New Zealand Banking Group Limited 28 November 2016

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3