Australia and New Zealand Banking Group Ltd. — Capital/Financing Update 2007

Aug 13, 2007

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Australia and New Zealand Banking Group Limited ( “ANZ” )

ABN

11 005 357 522

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be Subordinated Notes ( “the Notes” ) issued 2 Number of[+] securities issued or to Floating Rate A$100,000,000 be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities See the Information Memorandum of ANZ (eg, if options, exercise price and dated 26[th] February 2007 in respect of ANZ’s expiry +securities, the amount outstanding date; if partly paid AUD Debt Issuance Program and the Pricing Supplement dated 13[th] of August 2007 for the and due dates for payment; if securities. +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	New class of securities	New class of securities
	Floating Rate Securities - Issue price for the securities is 100% of the aggregate principal amount of the securities. The securities will pay a coupon of 3 month BBSW plus 0.40% pa until the call date of 14thAugust 2012. Thereafter, if not called, the securities will pay a coupon of 3 Month BBSW plus 0.90% pa until maturity of 14thAugust 2017.
	General corporate purposes
	14thAugust 2007
	Number	+Class
	1,863,637,698 10,000,000	Ordinary fully paid 2003 ANZ Stapled Exchangeable Preferred Securities

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 9 Number and+class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	AUD600m Floating Rate TCD due October 2007 AUD500m 5.80% TCD due October 2007 AUD1195m 5.00% TCD due May 2008 AUD600m Floating Rate TCD due May 2008 AUD400m Floating Rate TCD due March 2009 AUD1025m 6.00% TCD due March 2009 AUD800m 6.00% TCD due March 2010 AUD1050m Floating Rate TCD due March 2010 AUD500m 6.00% TCD due March 2011 AUD800m Floating Rate TCD due March 2011 AUD600m 6.50% TCD due November 2011 AUD750m Floating Rate TCD due November 2011 AUD350m 6.50% Subordinated Notes due May 2014 AUD380m Floating Rate Subordinated Notes due May 2014 AUD300m 6.00% Subordinated Notes due August 2015 AUD400m Floating Rate Subordinated Notes due August 2015 AUD300m 6.25% Subordinated Notes due May 2016 AUD300m Floating Rate Subordinated Notes due May 2016 AUD350m 6.50% Subordinated Notes due March 2017 AUD350m Floating Rate Subordinated Notes due March 2017 AUD100m 7.30% Subordinated Notes due August 2017 AUD100m Floating Rate Subordinated Notes due August 2017	AUD600m Floating Rate TCD due October 2007 AUD500m 5.80% TCD due October 2007 AUD1195m 5.00% TCD due May 2008 AUD600m Floating Rate TCD due May 2008 AUD400m Floating Rate TCD due March 2009 AUD1025m 6.00% TCD due March 2009 AUD800m 6.00% TCD due March 2010 AUD1050m Floating Rate TCD due March 2010 AUD500m 6.00% TCD due March 2011 AUD800m Floating Rate TCD due March 2011 AUD600m 6.50% TCD due November 2011 AUD750m Floating Rate TCD due November 2011 AUD350m 6.50% Subordinated Notes due May 2014 AUD380m Floating Rate Subordinated Notes due May 2014 AUD300m 6.00% Subordinated Notes due August 2015 AUD400m Floating Rate Subordinated Notes due August 2015 AUD300m 6.25% Subordinated Notes due May 2016 AUD300m Floating Rate Subordinated Notes due May 2016 AUD350m 6.50% Subordinated Notes due March 2017 AUD350m Floating Rate Subordinated Notes due March 2017 AUD100m 7.30% Subordinated Notes due August 2017 AUD100m Floating Rate Subordinated Notes due August 2017
	Number	+Class
	23,045,071	Options on issue

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

350,000	2003 Redeemable Preference Shares.
9,000	June 2007 Sterling Preference Shares
750,000	2003 Redeemable Preference Shares (Series 2).
500,000	December 2004 Euro Preference Shares

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not Applicable

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the+securities will
	be offered
14	+Class of+securities to which the
	offer relates
15	+Record date to determine
	entitlements
16	Will holdings on different registers
	(or subregisters) be aggregated for
	calculating entitlements?
17	Policy for deciding entitlements in
	relation to fractions
18	Names of countries in which the
	entity has+security holders who
	will not be sent new issue
	documents
	Note: Security holders must be told how their
	entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of
	acceptances or renunciations

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 4

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance?

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities

• ( tick one )

• (a) ⌧[Securities described in Part 1 ]

• (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or

documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000

• 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 ⌧ A copy of any trust deed for the additional[+] securities See Amended And Restated Deed Poll dated 26 February 2007 (as amended from time to time)

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 14 August 2007 Company Secretary

Print name: John Priestley

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

The form of Pricing Supplement that will be issued in respect of each Tranche of Securities, subject only to the possible deletion of non-applicable provisions, is set out below:

PRICING SUPPLEMENT

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AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

(Australian Business Number 11 005 357 522)

(Incorporated with limited liability in Australia)

Australian Dollar Debt Issuance Programme

Series No: 45 Tranche No: 1

A$100,000,000 Floating Rate Subordinated Notes due 14 August 2017 Issue Price: 100.00 per cent.

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

The date of this Pricing Supplement is 13 August 2007

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This document constitutes the Pricing Supplement relating to the issue of Securities described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Information Memorandum dated 26 February 2007. This Pricing Supplement contains the final terms of the Securities and must be read in conjunction with the Information Memorandum, as supplemented as at the Issue Date.

Include whichever of the following apply or specify items as "Not Applicable" or “N/A”. Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Pricing Supplement.

1	Issuer:	Australia and New Zealand Banking Group Limited
2	(i) Series Number:	45
	(ii) Tranche Number:	1
	(if fungible with an existing Series, include details of	Not Applicable
	that Series, including the date on which the Securities
	become fungible)
3	Specified Currency:	Australian Dollars
4	Aggregate Nominal Amount:	A$100,000,000
	(i) Tranche:	1
	(ii) Series:	45
5	(i) Issue Price:	100.00 per cent. of the Aggregate Nominal Amount
	(ii) Net proceeds:	A$100,000,000
6	Specified Denomination(s):	A$1,000
7	(i) Issue Date:	14 August 2007
	(ii) Interest Commencement Date:	Issue Date
8	Maturity Date:	14 August 2017
9	Interest Basis:	Floating Rate
10	Redemption/Payment Basis:	Redemption at Par
11	Change of Interest or Redemption/Payment Basis:	Not Applicable
12	Put/Call Options:	Issuer Call: The Securities may be redeemed at the
		option of the Issuer in whole or in part at par on any
		Interest Payment Date falling on or after 14 August 2012
		in accordance with Conditions 5.4 and 5.8 (Further
		particulars specified below)
13	Status of the Securities:	Subordinated Notes
14	Listing:	Australian Securities Exchange
15	Method of distribution:	Non-Syndicated

2

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16 Fixed Rate Security Provisions Not Applicable 17 Floating Rate Security Provisions Applicable (i) (a) Interest Period(s): 3 months (b) Interest Payment Dates: 14 February, 14 May, 14 August and 14 November of each year commencing on 14 November 2007 up to and including the Maturity Date (c) Interest Period Date if not an Interest Not Applicable Payment Date: (ii) Business Day Convention: Modified Following Business Day Convention (iii) Manner in which the Rate(s) of Interest Screen Rate Determination is/are to be determined: (iv) Calculation Agent responsible for calculating Australia and New Zealand Banking Group Limited the Rate(s) of Interest and Interest Amount(s): (v) Screen Rate Determination: Applicable - Reference Rate: 3 month BBSW - Interest Determination Date(s): The first day of each Interest Period - Relevant Screen Page: Reuters screen page BBSW (vi) Margin(s): From and including the Issue Date, to but excluding 14 August 2012: +0.40 per cent per annum From and including 14 August 2012, to but excluding the Maturity Date: +0.90 per cent per annum (vii) Minimum Rate of Interest: Not Applicable (viii) Maximum Rate of Interest: Not Applicable (ix) Rate Multiplier Not Applicable (x) Day Count Fraction: Actual/365 (fixed) (xi) Fall back provisions, rounding provisions, Not Applicable denominator and any other terms relating to the method of calculating interest on Floating Rate Securities, if different from those set out in the Conditions:

18 Zero Coupon Security Provisions Not Applicable 19 Index-Linked Interest Security Provisions Not Applicable

PROVISIONS RELATING TO REDEMPTION

20 Call Option Applicable (i) Option Exercise Date(s) ( if other than set Not Applicable out in the Conditions) :

3

(ii)

Optional Redemption Date(s):

Any Interest Payment Date falling on or after 14 August 2012

• (iii) Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):

The Securities may be redeemed at the option of the Issuer, in whole or in part, in accordance with Conditions 5.4 and 5.8

• (iv) If redeemable in part:

Applicable

• (a) Minimum Redemption Amount:

Not Applicable

• (b) Maximum Redemption Amount:

Not Applicable

• 21 Put Option

Not Applicable

• 22 Final Redemption Amount:

• 23 Early Redemption Amount:

Outstanding Nominal Amount Outstanding Nominal Amount

Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default and/or the method of calculating the same (if required or if different from that set out in the Conditions)

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

• 24 Form of Securities:

Registered

• 25 Additional Financial Centre(s) ( for the purposes of the “Business Day” definition ) or other special provisions relating to Interest Payment Dates:

Not Applicable

• 26 Public Offer Test compliant

Yes

27 Details relating to Instalment Notes, including Not Applicable Instalment Amount(s) and Instalment Date(s): 28 Consolidation provisions: Not Applicable 29 Governing law: State of Victoria and Commonwealth of Australia 30 Other terms or special conditions: Not Applicable

DISTRIBUTION

31 If syndicated, names of Lead Managers and the Not Applicable Dealers: 32 If non-syndicated, name of Dealer: Australia and New Zealand Banking Group Limited 33 Additional selling restrictions: Not Applicable OPERATIONAL INFORMATION 34 ISIN: AU0000ANZHV2 35 Common Code Not Applicable 36 Any clearing system(s) other than Austraclear and the Not Applicable relevant identification number(s):

4

LISTING APPLICATION

This Pricing Supplement comprises the details required to list the Securities described herein pursuant to the Australian Dollar Debt Issuance programme as from 14 August 2007.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in this Pricing Supplement.

Signed on behalf of the Issuer:

By:

…………………………...

Duly Authorised Signatory/Attorney

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