Australia and New Zealand Banking Group Ltd. — Board/Management Information 2007

Sep 27, 2007

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Corporate Communications 100 Queen Street Melbourne Vic 3000 www.anz.com

For Release: 28 September 2007

CEO transition at ANZ

ANZ today confirmed Mr John McFarlane will leave ANZ on 30 September 2007 after 10 years as Chief Executive Officer, and provided details of payments to be made to Mr McFarlane on retiring.

Details of the payments and entitlements provided to Mr McFarlane on leaving have been provided in the interests of good corporate governance and are detailed in the attached schedule.

As previously announced, Mr McFarlane will be succeeded by Mr Michael Smith who will commence as Chief Executive Officer on Monday, 1 October 2007.

ANZ Chairman, Mr Charles Goode paid tribute to Mr McFarlane: “John has made an enduring contribution to ANZ’s development and business in Australia.

“During his period the Bank has significantly improved its customer satisfaction, staff engagement, and community recognition, as well as having delivered on its promises to shareholders.

“On behalf of shareholders and the Board, I want to thank John for his contribution and service,” Mr Goode said.

For media enquiries contact:

Paul Edwards Head of Corporate Communications Tel: 03-9273 6955 or 0409-655 550 Email: paul.edwards@anz.com

Attachment : Details of Payments and Entitlements provided to Mr John McFarlane.

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Australia and New Zealand Banking Group Limited ABN 11 005 357 522

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Summary of Entitlements

On Mr McFarlane’s departure on 30 September 2007, he will be entitled to:

• a payment for the unexpired portion of his employment contract (being the 3 months from 1 October 2007 to 31 December 2007);

• a payment for pro rata long service leave and other statutory entitlements;

• a payment representing his bonus for the 2006/7 financial year subject to the Board’s determination as to performance against applicable performance conditions;

• retain certain options until their existing expiry dates;

• a payment in consideration of relinquishing his performance shares; and

• the ANZ shares held on his behalf under ANZ’s Director Share Plan.

Details

Contractual and statutory payments

Mr McFarlane will receive a payment of $550,000 (equal to 3 months of his Total Employment Cost) for the unexpired portion of his employment contract (being the 3 months from 1 October 2007 to 31 December 2007). Mr McFarlane will also be paid all statutory leave entitlements, including a payment for pro rata long service leave totalling $365,261.

Short term incentive

As part of its usual remuneration process, at the end of the financial year the Board will consider and determine the extent to which Mr McFarlane has satisfied the applicable performance criteria under ANZ’s annual bonus program for the 2006/7 financial year, and the appropriate percentage of the target level of performance set for his balanced scorecard. As a result of that determination, Mr McFarlane will receive an STI payment in relation to the 2006/7 financial year. ANZ will disclose this payment in its 2007 remuneration report.

Long term incentive – Hurdled Options

As disclosed in ANZ’s 2006 Remuneration Report, Mr McFarlane’s long-term incentive is made up of Hurdled Options and Performance Shares.

Of the 3,000,000 Hurdled Options granted to Mr McFarlane from December 2001 to December 2004, 250,000 Hurdled Options have not yet vested.

In accordance with the rules of the ANZ Employee Option Plan, under which the Hurdled Options were granted, the unvested options may be held by Mr McFarlane until their expiry date set in the terms of grant and his employment contract. The Hurdled Options will be subject to the performance condition and will be tested in accordance with their terms of grant until their expiry date, at which point they will lapse if the performance hurdle is not met.

Performance Shares

The 175,000 Performance Shares granted to Mr McFarlane have not yet met their performance hurdle. In accordance with their terms of grant the Performance Shares may be held by Mr McFarlane (subject to the performance conditions) until the expiry date set out in their terms of grant and his employment contract and will be tested in accordance with the terms of grant until their expiry date (31/12/09).

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Mr McFarlane is taxed at the time of retirement on the Performance Shares as if they had passed the performance hurdles. In the case of performance rights and options the taxpayer in due course receives a refund of tax paid if the performance hurdles are not met. However this is not the case for performance shares in contrast to the position for rights and options. This is in our opinion inequitable and John McFarlane has agreed to relinquish his interest in the Performance Shares on his departure for a payment of $1,000,000. Restrictions applying to these Performance Shares will be lifted and the shares will be available for allocation to other employees under ANZ's employee share plan.

Shares held under the ANZ Directors’ Share Plan

As disclosed in ANZ’s 2006 remuneration report, Mr McFarlane has elected to receive almost all of his remuneration (including annual bonuses) in the form of ANZ shares purchased under the ANZ Directors’ Share Plan. On his cessation from ANZ, Mr McFarlane will be entitled to all shares currently held on trust on his behalf under the ANZ Directors’ Share Plan.