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

Feb 1, 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: 02 February 2012

The previous notice was given to the ASX on: 19 January 2012 The previous notice was dated: 19 January 2012

• 2,679,119,658 fully paid Ordinary Shares in the capital of ANZ have been issued as at

• 2. Issued Share Capital 01 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	Previous Notice	Present Notice	Present Notice
	Total Number	% of Total Shares	Total Number	% of Total Shares
OrdinaryFullyPaid	27,645,988	1.03%	26,968,672	1.01%

4. Details of Controlled The following controlled entities are the holders in the Voting Shares referred to in Entity Holdings 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	755,995	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	1,136,566	0.04%
ANZEST Pty Ltd as Trustee for ANZ Employee Share Acquisition Plan	ANZEST Pty Ltd as Trustee for ANZ Employee Share Acquisition Plan	298,094	0.01%
JP Morgan	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	146,487	0.01%
OnePath Nominees / Reserve Bank of NZ	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	42,582	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	481,142	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	433,733	0.02%
JP Morgan Chase Bank	OnePath Funds Management Ltd as responsible entity for ING Wholesale Protected Aus 50 Trust	37,712	0.00%
ANZ Nominees Limited	OnePath Funds Management Ltd as responsible entity for ANZ Australian Industrial Equities Fund	2,755,928	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	3,854,794	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	42,790	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)	1,039,188	0.04%
JP Morgan Chase Bank	OnePath Funds Management Ltd as responsible entity for OPTIMIX – ORION(OPSORE)	2,641,870	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)	718,854	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	221,735	0.01%
OnePath Custodian Pty Ltd	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	504,357	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		26,968,672	1.01%

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
19/01/2012	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	4,622

19/01/2012	ANZ Trustees as manager for various private clients	On-market purchase	2,431.36	Ordinary fully paid	116
19/01/2012	ANZ Trustees as manager for various private clients	Transfer of shares to estate	Nil	Ordinary fully paid	-19,956
19/01/2012	ANZ Trustees as trustee for various estates and trusts	Transfer of shares from private client	Nil	Ordinary fully paid	19,956
19/01/2012	Private Nominees Limited as trustee for various private clients	On-market sale	1,930.37	Ordinary fully paid	-93
19/01/2012	Private Nominees Limited as trustee for various private clients	On-market sale	5,430.09	Ordinary fully paid	-201
19/01/2012	OnePath Funds Management Ltd as responsible entity for ING Sustainable Investments - Wholesale Australian Share Trust	On-market sale	920,751.35	Ordinary fully paid	-44,163
19/01/2012	OnePath Funds Management Ltd as responsible entity for Blue ChipPool	On-market sale	7,941,482.99	Ordinary fully paid	-380,906
19/01/2012	OnePath Funds Management Ltd as responsible entity for OPTIMIX AUST EQUITIES – AUSBIL (OPSAUE)	On-market sale	2,071,092.39	Ordinary fully paid	-99,300
19/01/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	4,987.20	Ordinary fully paid	240

19/01/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	1,246.80	Ordinary fully paid	60
20/01/2012	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	-374
20/01/2012	ANZ Banking Group Limited	Settlement of shares forced sold	Nil	Ordinary fully paid	-157
20/01/2012	ANZ Trustees as trustee for various estates and trusts	Transfer in, in terms of will	Nil	Ordinary fully paid	1,279
20/01/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market sale	14,671.85	Ordinary fully paid	-697
20/01/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	2,000.70	Ordinary fully paid	95
20/01/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	1,999.75	Ordinary fully paid	95

23/01/2012	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	156
23/01/2012	ANZ Trustees as trustee for various estates and trusts	Transfer out in terms of will	Nil	Ordinary fully paid	-699
23/01/2012	Private Nominees Limited as trustee for various private clients	On-market sale	12,017.29	Ordinary fully paid	-450
23/01/2012	Private Nominees Limited as trustee for various private clients	On-market sale	9,026.32	Ordinary fully paid	-338
23/01/2012	OnePath Funds Management Ltd as responsible entity for ING Sustainable Investments - Wholesale Australian Share Trust	On-market sale	1,065,147.75	Ordinary fully paid	-51,205
23/01/2012	OnePath Funds Management Ltd as responsible entity for Blue ChipPool	On-market sale	550,515.28	Ordinary fully paid	-26,465
23/01/2012	OnePath Funds Management Ltd as responsible entity for ANZ Australian Industrial Equities Fund	On-market sale	151,456.71	Ordinary fully paid	-7,281
23/01/2012	OnePath Funds Management Ltd as responsible entity for ING Australian Quantitative Pool Trust	On-market sale	1,511,225.52	Ordinary fully paid	-72,664

23/01/2012	OnePath Funds Management Ltd as responsible entity for ING Australian Advanced Alpha Pool Trust	On-market sale	447,549.16	Ordinary fully paid	-21,477
23/01/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market purchase	14,996.93	Ordinary fully paid	715
23/01/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	10,003.20	Ordinary fully paid	480
24/01/2012	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	2,859
24/01/2012	ANZ Trustees as manager for various private clients	On-market purchase	85,187.54	Ordinary fully paid	4,064
24/01/2012	ANZ Trustees as manager for various private clients	On-market sale	82,808.06	Ordinary fully paid	-3,947
24/01/2012	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	-659

24/01/2012	OnePath Funds Management Ltd as responsible entity for Blue ChipPool	On-market sale	451,547.29	Ordinary fully paid	-21,598
24/01/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd	On-market purchase	16,916.72	Ordinary fully paid	824
25/01/2012	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	On-market sale	149,134.25	Ordinary fully paid	-7,140
25/01/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market purchase	8,050.25	Ordinary fully paid	380
25/01/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market sale	19,629.40	Ordinary fully paid	-1,000
25/01/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market purchase	25,082.40	Ordinary fully paid	1,180
26/01/2012	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	On-market sale	85,402.98	Ordinary fully paid	-4,014
27/01/2012	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	34,083

27/01/2012	ANZ Trustees as manager for various private clients	On-market purchase	21,696.44	Ordinary fully paid	1,004
27/01/2012	OnePath Funds Management Ltd as responsible entity for ING Wholesale Protected Aus 50 Trust	On-market purchase	3,097.71	Ordinary fully paid	144
30/01/2012	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	5,240
30/01/2012	OnePath Funds Management Ltd as responsible entity for ING Wholesale Protected Aus 50 Trust	On-market purchase	20,192.90	Ordinary fully paid	940
30/01/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market purchase	11,981.05	Ordinary fully paid	555
30/01/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One	On-market purchase	15,095.90	Ordinary fully paid	700
31/01/2012	Private Nominees Limited as trustee for various private clients	On-market sale	5,554.16	Ordinary fully paid	-201
31/01/2012	Private Nominees Limited as trustee for various private clients	On-market sale	4,062.00	Ordinary fully paid	-147

31/01/2012	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	OnePath (NZ) Limited on behalf of various investment funds and clientportfolios	On-market purchase	165,080.01	Ordinary fully paid	7,660
31/01/2012	OnePath Funds Management Ltd as responsible entity for ING Wholesale Protected Aus 50 Trust		On-market purchase	12,724.54	Ordinary fully paid	594
01/02/2012	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	918
01/02/2012	OnePath Funds Management Ltd as responsible entity for ING Wholesale Protected Aus 50 Trust		On-market sale	11,543.26	Ordinary fully paid	-543
01/02/2012	Oasis Fund Management Limited as responsible entity for Oasis Asset Management Ltd		On-market purchase	11,929.50	Ordinary fully paid	550
01/02/2012	OnePath Custodian Pty Ltd as responsible entity for Portfolio One		On-market sale	21,144.80	Ordinary fully paid	-1,150
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 02 February 2012