Australia and New Zealand Banking Group Ltd. — Major Shareholding Notification 2012

Feb 15, 2012

Notice given in accordance with Corporations Act Subsection 259C(2) Exemption To Company Announcements Australian Securities Exchange Level 4 20 Bridge Street SYDNEY NSW 2000 1. Name of Company Australia and New Zealand Banking Group Limited ABN 11 005 357 522 (“ANZ”) gives notice of the aggregated percentage of voting shares in ANZ, in respect of which its associated entities have the power to control voting or disposal, in accordance with the terms of an exemption granted by the Australian Securities and Investments Commission pursuant to subsection 259C(2) of the Corporations Act.

Date of present notice: 16 February 2012 The previous notice was given to the ASX on: 02 February 2012 The previous notice was dated: 02 February 2012

• 2,679,126,626 fully paid Ordinary Shares in the capital of ANZ have been issued as at

• 2. Issued Share Capital 15 February 2012.

3. Previous and present The aggregated number and percentage of shares in each class of voting shares in ANZ aggregated % of in respect of which its controlled entities have power to control voting or disposal, Voting Shares when last required, and when now required, to give a notice to the ASX are:

Class of Shares	Previous Notice(1)	Previous Notice(1)	Present Notice	Present Notice
	Total Number	% of Total Shares	Total Number	% of Total Shares
OrdinaryFullyPaid	27,018,805	1.01%	26,884,992	1.00%

Note [(1)] : Previous notice reported a holding of 26,968,672 but this figure was understated by 50,133 ordinary shares.

	4. Details of Controlled Entity Holdings	The following controlled entities are the holders in the Voting Shares referred to in paragraph 3 above.

Registered Holder	Controlled Entity entitled to be registered	Number of Shares	% of Total Shares
ANZ Trustees as trustee for various estates and trusts;	ANZ Trustees as trustee for various estates and trusts	737,350	0.03%
ANZ Trustees and various co trustees as co trustees for various estates and trusts;	ANZ Trustees and various co trustees as co trustees for various estates and trusts	808,290	0.03%
ANZ Trustees as trustee for various internal common funds;	ANZ Trustees as trustee for various internal common funds	1,848,799	0.07%
ANZ Trustees as manager for variousprivate clients.	ANZ Trustees as manager for variousprivate clients	1,141,358	0.04%
ANZEST Pty Ltd as Trustee for ANZ Employee Share Acquisition Plan	ANZEST Pty Ltd as Trustee for ANZ Employee Share Acquisition Plan	313,300	0.01%
JP Morgan	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	118,887	0.00%
OnePath Nominees / Reserve Bank of NZ	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	34,708	0.00%

Registered Holder	Controlled Entity entitled to be registered	Number of Shares	% of Total Shares
Trustees Executors(TEA)	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	18,725	0.00%
Citi Group / Reserve Bank of NZ	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	392,616	0.02%
Citi Group/ OnePath Australia	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	310,091	0.01%
Reserve Bank of NZ	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	25,819	0.00%
Private Nominees Limited	Private Nominees Limited as trustee for variousprivate clients	433,049	0.02%
JP Morgan Chase Bank	OnePath Funds Management Ltd as responsible entity for ING Wholesale Protected Aus 50 Trust	48,332	0.00%
ANZ Nominees Limited	OnePath Funds Management Ltd as responsible entity for ANZ Australian Industrial Equities Fund	2,728,346	0.10%
ANZ Nominees Limited	OnePath Funds Management Ltd as responsible entity for ANZ Select Leaders Pool	921,190	0.03%
JP Morgan Chase Bank	OnePath Funds Management Ltd as responsible entity for Tax Effective Income Trust	985,044	0.04%
JP Morgan Chase Bank	OnePath Funds Management Ltd as responsible entity for ING Sustainable Investments - Wholesale Australian Share Trust	1,136,981	0.04%
JP Morgan Chase Bank	OnePath Funds Management Ltd as responsible entity for Blue ChipPool	3,816,225	0.14%
ANZ Nominees Limited	OnePath Funds Management Ltd as responsible entity for ING Australian Quantitative Pool Trust	1,887,555	0.07%
JP Morgan Chase Bank	OnePath Funds Management Ltd as responsible entity for Indexed Australian Shares Pool	42,616	0.00%
UBS Nominees PtyLimited	OnePath Funds Management Ltd as responsible entity for ING Australian Advanced Alpha Pool Trust	887,200	0.03%
UBS Nominees Pty Limited	OnePath Funds Management Ltd as responsible entity for OPTIMIX AUD EQU – FORTIS 130/30 (OPSFTE)	1,089,321	0.04%
JP Morgan Chase Bank	OnePath Funds Management Ltd as responsible entity for OPTIMIX – ORION(OPSORE)	2,693,644	0.10%

Registered Holder	Controlled Entity entitled to be registered	Number of Shares	% of Total Shares
JP Morgan Chase Bank	OnePath Funds Management Ltd as responsible entity for OPTIMIX AUST EQUITIES – AUSBIL (OPSAUE)	705,876	0.03%
JP Morgan Chase Bank	OnePath Funds Management Ltd as responsible entity for OPTIMAX AUST EQUITIES – TYNDALL(OPSTYE)	1,813,601	0.07%
JP Morgan Chase Bank	OnePath Funds Management Ltd as responsible entity for OPTIMIX AUST SHRS HYPERION (OPSHPE)	858,714	0.03%
HSBC Custody Nominees ACF OASIS	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	224,323	0.01%
OnePath Custodian Pty Ltd	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	508,196	0.02%
ANZ Nominees Limited	FSP Funds Management Ltd as responsible entity for FSP AUSTRALIAN EQUITIES LEADERS FUND	195,636	0.01%
ANZ Nominees Limited	FSP Equities Management Ltd as responsible entity for FSP EQUITY LEADERS FUND	159,200	0.01%
ANZ Banking Group Limited	ANZ Banking Group Limited	0	0.00%
Aggregation		26,884,992	1.00%

5. Changes in Voting Particulars of change in voting shares in ANZ in respect of which its controlled entities

Shares are or were entitled since ANZ was last required to give a notice to the ASX are:

Date of Change	Controlled Entity entitled whose shareholding changed	Nature of Change	Consideration given in relation to change	Class of Share	Number of Shares
02/02/2012	ANZEST Pty Ltd as Trustee for ANZ Employee Share Acquisition Plan (the “plan”)	The change in holding occurred as a result of shares under the Plan being forfeited due to cessation of an individual’s employment or vesting conditions not being met and/ or shares being allocated under the Plan	Not applicable	Not applicable	232

02/02/2012	ANZ Trustees as trustee for various estates and trusts	Off-market Transfer In	Nil	Ordinary fully paid	3,685
02/02/2012	OnePath Funds Management Ltd as responsible entity for ING Wholesale Protected Aus 50 Trust	On-market purchase	161,151.84	Ordinary fully paid	7,528
02/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	10,781.52	Ordinary fully paid	501
03/02/2012	ANZEST Pty Ltd as Trustee for ANZ Employee Share Acquisition Plan (the “plan”)	The change in holding occurred as a result of shares under the Plan being forfeited due to cessation of an individual’s employment or vesting conditions not being met and/ or shares being allocated under the Plan	Not applicable	Not applicable	18,469
03/02/2012	ANZ Trustees as manager for various private clients	Off-market Transfer Out	Nil	Ordinary fully paid	-2,344
03/02/2012	Private Nominees Limited as trustee for various private clients	On-market sale	4,056.72	Ordinary fully paid	-150
03/02/2012	Private Nominees Limited as trustee for various private clients	On-market sale	5,667.01	Ordinary fully paid	-267
03/02/2012	Private Nominees Limited as trustee for various private clients	On-market sale	5,667.01	Ordinary fully paid	-267

03/02/2012	OnePath Funds Management Ltd as responsible entity for ING Wholesale Protected Aus 50 Trust	On-market purchase	16,094.66	Ordinary fully paid	762
03/02/2012	OnePath Funds Management Ltd as responsible entity for ANZ Australian Industrial Equities Fund	On-market sale	582,364.88	Ordinary fully paid	-27,582
03/02/2012	OnePath Funds Management Ltd as responsible entity for Blue ChipPool	On-market sale	814,343.81	Ordinary fully paid	-38,569
03/02/2012	OnePath Funds Management Ltd as responsible entity for OPTIMIX – ORION (OPSORE)	On-market purchase	871,694.68	Ordinary fully paid	40,968
03/02/2012	OnePath Funds Management Ltd as responsible entity for OPTIMIX – ORION (OPSORE)	On-market purchase	228,907.22	Ordinary fully paid	10,806
03/02/2012	OnePath Funds Management Ltd as responsible entity for OPTIMIX AUST EQUITIES – AUSBIL (OPSAUE)	On-market sale	274,111.34	Ordinary fully paid	-12,978
03/02/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market purchase	12,510.00	Ordinary fully paid	600
03/02/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market sale	7,892.66	Ordinary fully paid	-371

03/02/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market purchase	10,078.15	Ordinary fully paid	475
03/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	795.50	Ordinary fully paid	37
03/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market sale	10,090.90	Ordinary fully paid	-470
06/02/2012	ANZEST Pty Ltd as Trustee for ANZ Employee Share Acquisition Plan (the “plan”)	The change in holding occurred as a result of shares under the Plan being forfeited due to cessation of an individual’s employment or vesting conditions not being met and/ or shares being allocated under the Plan	Not applicable	Not applicable	-9,204
06/02/2012	OnePath Funds Management Ltd as responsible entity for ING Wholesale Protected Aus 50 Trust	On-market purchase	19,292.92	Ordinary fully paid	904
06/02/2012	OnePath Funds Management Ltd as responsible entity for Indexed Australian Shares Pool	On-market sale	3,709.37	Ordinary fully paid	-174

07/02/2012	ANZEST Pty Ltd as Trustee for ANZ Employee Share Acquisition Plan (the “plan”)	The change in holding occurred as a result of shares under the Plan being forfeited due to cessation of an individual’s employment or vesting conditions not being met and/ or shares being allocated under the Plan	Not applicable	Not applicable	2,053
07/02/2012	ANZ Banking Group Limited	On-market client forced sell in connection with margin lending business (ANZ acquiring interest in stock)	Nil	Ordinary fully paid	22
07/02/2012	ANZ Trustees as manager for various private clients	On-market purchase	76,926.08	Ordinary fully paid	3,568
07/02/2012	ANZ Trustees as manager for various private clients	On-market purchase	76,926.08	Ordinary fully paid	3,568
07/02/2012	ANZ Trustees as trustee for various estates and trusts	On-market sale	707,572.80	Ordinary fully paid	-33,000
07/02/2012	OnePath Funds Management Ltd as responsible entity for ING Wholesale Protected Aus 50 Trust	On-market purchase	30,476.11	Ordinary fully paid	1,426
08/02/2012	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	On-market sale	62,171.35	Ordinary fully paid	-2,914
08/02/2012	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	On-market sale	448,043.42	Ordinary fully paid	-21,000

08/02/2012	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	On-market sale	140,813.65	Ordinary fully paid	-6,600
08/02/2012	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	On-market sale	105,823.59	Ordinary fully paid	-4,960
08/02/2012	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	On-market sale	1,888,737.71	Ordinary fully paid	-88,526
08/02/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market sale	9,897.01	Ordinary fully paid	-464
08/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	4,214.82	Ordinary fully paid	199
08/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	4,502.82	Ordinary fully paid	213
08/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market sale	443.52	Ordinary fully paid	-21
08/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market sale	485.99	Ordinary fully paid	-23

09/02/2012	ANZ Trustees as trustee for various estates and trusts	Transfer in, in terms of will	Nil	Ordinary fully paid	10,670
09/02/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market sale	2,136.57	Ordinary fully paid	-101
09/02/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market purchase	8,619.90	Ordinary fully paid	400
09/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market sale	9,668.28	Ordinary fully paid	-452
10/02/2012	ANZ Banking Group Limited	Settlement of shares forced sold	Nil	Ordinary fully paid	-22
10/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	982.56	Ordinary fully paid	46
10/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	6,386.64	Ordinary fully paid	299
13/02/2012	ANZEST Pty Ltd as Trustee for ANZ Employee Share Acquisition Plan (the “plan”)	The change in holding occurred as a result of shares under the Plan being forfeited due to cessation of an individual’s employment or vesting conditions not being met and/ or shares being allocated under the Plan	Not applicable	Not applicable	3,632

14/02/2012	ANZEST Pty Ltd as Trustee for ANZ Employee Share Acquisition Plan (the “plan”)	The change in holding occurred as a result of shares under the Plan being forfeited due to cessation of an individual’s employment or vesting conditions not being met and/ or shares being allocated under the Plan	Not applicable	Not applicable	-79
14/02/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market purchase	50,010.90	Ordinary fully paid	2,300
14/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	37,625.00	Ordinary fully paid	1,750
14/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	2,984.94	Ordinary fully paid	138
14/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	4,996.53	Ordinary fully paid	231
15/02/2012	ANZEST Pty Ltd as Trustee for ANZ Employee Share Acquisition Plan (the “plan”)	The change in holding occurred as a result of shares under the Plan being forfeited due to cessation of an individual’s employment or vesting conditions not being met and/ or shares being allocated under the Plan	Not applicable	Not applicable	103

15/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	3,000.20	Ordinary fully paid	140
15/02/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One		On-market purchase	21,919.90	Ordinary fully paid	1,000
Addresses		The addresses of entities named in this form are as follows:
Name		Address
ANZ		Level 9A, ANZ Centre Melbourne, 833 Collins Street, Docklands Vic 3008
ANZ Trustees Limited		Level 9A, ANZ Centre Melbourne, 833 Collins Street, Docklands Vic 3008
ANZ Nominees Limited		Level 9A, ANZ Centre Melbourne, 833 Collins Street, Docklands Vic 3008
ANZEST Pty Ltd		Level 9A, ANZ Centre Melbourne, 833 Collins Street, Docklands Vic 3008
OnePath Australia Limited		Level 13, 347 Kent Street, Sydney NSW 2000
OnePath Funds Management Ltd		Level 13, 347 Kent Street, Sydney NSW 2000
OnePath Life Limited		Level 13, 347 Kent Street, Sydney NSW 2000
OnePath Custodian PtyLtd		Level 13, 347 Kent Street, Sydney NSW 2000
OnePath Investment Management Ltd		Level 21, 83 Clarence Street Sydney NSW 2000
Oasis Fund Management Ltd		Level 14, 347 Kent Street, Sydney NSW 2000
FSP Portfolio Administration Ltd		Level 34 Australia Square 264-278 George Street, Sydney NSW 2000
OnePath (NZ) Limited		ASB Bank Centre, 135 Albert Street, PO Box 7149 Auckland, New Zealand
OnePath Nominees Ltd		ASB Bank Centre, 135 Albert Street, PO Box 7149 Auckland, New Zealand
JP Morgan		Level 35, 259 George Street, Sydney NSW 2000
Private Nominees Limited		Level 14, ANZ Tower, 215-229 Lambton Quay, Wellington, New Zealand
UBS Nominees Pty Limited		Level 16 Chifley Tower 2 Chifley Sq Sydney
Reserve Bank of New Zealand		2 The Terrace, PO Box 2498, Wellington 6011, New Zealand

Trustees Executors Limited	Level 5, 10 Customhouse Quay, PO Box 10-519, Wellington, New Zealand
Citi Group	Level 16, 120 Collins Street, Melbourne Vic 3000
Reserve Bank of NZ	2 The Terrace, PO Box 2498 Wellington 6011, New Zealand

print name John Priestley

Capacity Company Secretary

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Date 16 February 2012