Australia and New Zealand Banking Group Ltd. — Capital/Financing Update 2008

Sep 29, 2008

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 issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	Convertible Preference Shares (‘CPS’)
	10,812,124

• See chapter 19 for defined terms.

Appendix 3B Page 1

9630631_1

Appendix 3B New issue announcement

3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if+convertible securities, the conversion price and dates for conversion)

See page 5 and section 1 of the Prospectus. Capitalised terms have the meaning set out in the Prospectus. CPS are fully paid preference shares issued by ANZ, which will mandatorily Convert into Ordinary Shares on the Mandatory Conversion Date. However, ANZ may elect for a third party to purchase the CPS rather than delivering the Ordinary Shares issued on Conversion to the Holder. The Mandatory Conversion Date is 16 June 2014 provided that all of the Mandatory Conversion Conditions are satisfied. If any of the Mandatory Conversion Conditions are not satisfied with respect to 16 June 2014, then the Mandatory Conversion Date will be deferred until the next Dividend Payment Date in respect of which all of the Mandatory Conversion Conditions are satisfied. Upon conversion, Holders will receive approximately $102.56 worth of Ordinary Shares per CPS (based on the VWAP of Ordinary Shares during the 20 Business Days before the Mandatory Conversion Date). ANZ may, with APRA’s prior written approval, elect to Redeem CPS for $100 if any of the Mandatory Conversion Conditions are not satisfied. CPS may, subject where required to APRA’s prior written approval, be Exchanged by ANZ at certain times before 16 June 2014 if an Acquisition Event, Tax Event or Regulatory Event occurs. CPS must, subject to APRA’s prior written approval, be Exchanged if a Change of Control Event occurs. Dividends on CPS are preferred, non- cumulative, based on a floating rate and are expected to be fully or substantially franked. Dividends are scheduled to be paid quarterly in arrears, subject to the Directors at their absolute discretion resolving to pay Dividends and the other Payment Tests. CPS Holders generally do not have voting rights, except in the limited circumstances described in the CPS Terms.

• See chapter 19 for defined terms.

Appendix 3B Page 2

9630631_1

Appendix 3B New issue announcement

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

Yes, with respect to the payment of dividends and in a winding up - see clauses 10.1 and 10.2 of the Terms in Appendix A of the Prospectus. 10.1 Ranking with respect to dividends The CPS rank in respect of payment of dividends: (a) senior to Ordinary Shares and other instruments or securities of ANZ that rank or are expressed to rank junior to the CPS; (b) equally among themselves and with all Equal Ranking Instruments; and (c) junior to any securities or instruments that rank senior to the CPS and to all ANZ’s debts and liabilities to its depositors and all other creditors, other than indebtedness that by its terms ranks equally with or junior to the CPS, in each case of (a), (b) and (c), in respect of payment of dividends. 10.2 Ranking in a winding-up (a) In a winding-up of ANZ, a CPS confers upon the CPS Holder the right to payment in cash of the Liquidation Sum out of the surplus (if any) available for distribution to shareholders, but no further or other right to participate in the assets of ANZ on a return of capital in the winding-up. (b) CPS Holders will rank for payment of the Liquidation Sum in a winding-up of ANZ: (i) in priority to Ordinary Shares and other securities that ANZ has issued or may issue that by their terms rank junior to the CPS; (ii) equally among themselves and with all Equal Ranking Instruments; and (iii) junior to any securities or instruments that rank senior to the CPS and to all ANZ’s debts and liabilities to its depositors and all other creditors, other than indebtedness that by its terms ranks equally with or junior to the CPS in a winding-up, in each case of (i), (ii) and (iii), with respect to priority of payment in a winding-up.

• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

• See chapter 19 for defined terms.

Appendix 3B Page 3

9630631_1

Appendix 3B New issue announcement

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)	(c) The Liquidation Sum is an amount out of surplus assets equal to $100 plus the amount of any Dividend (including any Optional Dividend)determined to bepaid but unpaid.	(c) The Liquidation Sum is an amount out of surplus assets equal to $100 plus the amount of any Dividend (including any Optional Dividend)determined to bepaid but unpaid.
	$100 per CPS
	The offer of CPS forms part of ANZ’s continuing capital management strategy which targets an efficient capital structure with respect to the amount, type, term and cost of capital issued byANZ.
	3 October 2008
	Number	+Class
	2,040,655,234 10,812,124	Fully paid Ordinary Shares Fully paid Convertible Preference Shares

• See chapter 19 for defined terms.

Appendix 3B Page 4

9630631_1

Appendix 3B New issue announcement

Number and[+] class of all[+] securities quoted on ASX ( including the AUD400m Floating Rate Transferable securities in clause 2 if applicable) Certificates of Deposit (“TCD”) due March 2009 AUD1025m 6.00% TCD due March 2009 AUD27m Floating Rate Senior Notes due September 2009 AUD800m 6.00% TCD due March 2010 AUD1050m Floating Rate TCD due March 2010 AUD430m 7.00% TCD due September 2010 AUD465m Floating Rate TCD due September 2010 AUD500m 6.00% TCD due March 2011 AUD800m Floating Rate TCD due March 2011 AUD950m 6.50% TCD due November 2011 AUD1450m Floating Rate TCD due November 2011 AUD340m 7.25% TCD due September 2012 AUD635m Floating Rate TCD due September 2012 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 AUD290m 7.75% Subordinated Notes due October 2017 AUD310m Floating Rate Subordinated Notes due October 2017 AUD365m Floating Rate Subordinated Notes due January 2018 AUD1230m 8.5% TCD due April 2013 AUD520m Floating Rate TCD due April 2013

• See chapter 19 for defined terms.

Appendix 3B Page 5

9630631_1

Appendix 3B New issue announcement

9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number +Class	Number +Class
	17,695,249 350,000 750,000 500,000 9,000 1,200	Options on issue 2003 Redeemable Preference Shares 2003 Redeemable Preference Shares (Series 2) December 2004 Euro Preference Shares July 2007 Sterling Preference Shares Convertible Notes
	Dividends on CPS are preferred, non- cumulative, based on a floating rate and are expected to be fully or substantially franked. Dividends are scheduled to be paid quarterly in arrears, subject to the Directors at their absolute discretion resolving to pay Dividends and the other Payment Tests (See section 1.2.7 of the Prospectus).

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

9630631_1

Appendix 3B New issue announcement

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
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

• See chapter 19 for defined terms.

Appendix 3B Page 7

9630631_1

Appendix 3B New issue announcement

accept for the balance? 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 chapter 19 for defined terms.

Appendix 3B Page 8

9630631_1

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) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 9

9630631_1

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 noone 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: 30 September 2008 Deputy Company Secretary

Print name: Simon Pordage

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 10

9630631_1

TOP 20 HOLDERS OF CONVERTIBLE PREFERENCE SHARES (CPS) AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

NAME AND ADDRESS                                        NO. OF CPS  % TOTAL CPS  RANK
                UBS WEALTH MANAGEMENT                                       938,110     8.68         1
                AUSTRALIA NOMINEES PTY LTD
                UBS NOMINEES PTY LTD                                        259,000     2.40         2
                J P MORGAN NOMINEES AUSTRALIA                               257,309     2.38         3
                LIMITED
                RBC DEXIA INVESTOR SERVICES                                 243,880     2.26         4
                AUSTRALIA NOMINEES PTY LIMITED
                <MLCI A/C>
                HARMAN NOMINEES PTY LTD                                     200,000     1.85         5
                <HARMAN FAMILY A/C>
                UCA CASH MANAGEMENT FUND LTD                                152,790     1.41         6
                HSBC CUSTODY NOMINEES                                       140,080     1.30         7
                (AUSTRALIA) LIMITED
                ANZ NOMINEES LIMITED                                         99,792     0.92         8
                <CASH INCOME A/C>
                CITICORP NOMINEES PTY LIMITED                                93,115     0.86         9
                GILLMAN PTY LIMITED                                          90,000     0.83        10
                NATIONAL NOMINEES LIMITED                                    85,944     0.79        11
                NETWEALTH INVESTMENTS LIMITED                                82,490     0.76        12
                <WRAP SERVICES A/C>
                HSBC CUSTODY NOMINEES                                        77,000     0.71        13
                (AUSTRALIA) LIMITED - A/C 2
                WARBONT NOMINEES PTY LTD                                     71,350     0.66        14
                <SETTLEMENT ENTREPOT A/C>
                CITICORP NOMINEES PTY LIMITED                                62,000     0.57        15
                <CFSIL CFS WS ENH YIELD A/C>
                COGENT NOMINEES PTY LIMITED                                  60,650     0.56        16
                RBC DEXIA INVESTOR SERVICES                                  56,211     0.52        17
                AUSTRALIA NOMINEES PTY LIMITED
                <NMSMT A/C>

  BALLARD BAY PTY LTD                                          50,000     0.46        18
                <BALLARD BAY DISCRETIONARY AC>
                SPINETTA PTY LTD                                             50,000     0.46        19
                GOWING BROS LIMITED                                          48,000     0.44        20

DISTRIBUTION SCHEDULE FOR CONVERTIBLE PREFERENCE SHARES (CPS) AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

                       1        1001        5001       10001      100001                                       * TOTAL *
                      to          to          to          to          to
                    1000        5000       10000      100000       (MAX)
NO. of CPS HOLDERS        11254         825         105          80           7                                           12271