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

Sep 25, 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 Unsecured, perpetual subordinated issued convertible notes (“ Convertible Notes ”) 2 Number of[+] securities issued or to be 1,200 Convertible Notes issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

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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)

The Convertible Notes are perpetual, subordinated, unsecured and convertible. Interest on the Convertible Notes is payable monthly in arrears (subject to certain conditions, including the availability of profits and ANZ’s discretion not to pay interest, as further described under item 10 below). Unless the Convertible Notes have already been redeemed, a holder of a Convertible Note may at its option give a written notice (“Conversion Notice”) in respect of a conversion date (26 September 2009, and each third interest payment date thereafter (or, if that date is not a business day, the next business day)), in which case ANZ will convert the holder’s Convertible Notes into the number of ANZ ordinary shares equal to the face value of those Convertible Notes divided by the volume weighted average sale price (“VWAP”) of ANZ ordinary shares over the 15 trading days prior to the conversion date (less a discount of 1%). The Convertible Notes will also convert in the same manner if an “Early Conversion Event” occurs. An “Early Conversion Event” includes where: • the closing share price of ANZ’s ordinary shares falls to or below 50% of the VWAP over the 20 trading days prior to the issue date; • the long term senior credit rating of ANZ falls below “A+” (as issued by Standard & Poor’s) or “Aa3” (as issued by Moody’s); • there is a failure to pay a scheduled interest payment; • ANZ New York Branch fails to pay a required redemption price; or • there are certain change of control events in respect of ANZ. ANZ may also elect to redeem the Convertible Notes (with APRA’s prior written approval): • on the occurrence of certain tax, regulatory or acquisition events; • on any interest payment date from and including 26 December 2008 (or, if that date is not a business day, the next business day); and • upon the receipt of a Conversion Notice from a holder of a Convertible Note. The redemption price will be $500,000 per Convertible Note plus any accrued but unpaid interest for the current interest period. The Convertible Notes do not carry a right to vote at general meetings of ANZ.

• See chapter 19 for defined terms.

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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)	The Convertible Notes will rank ahead of ordinary shares for payment of distributions out of the profits of ANZ. On a winding up of ANZ, the Convertible Notes will rank after the claims of creditors (including deposit holders) of ANZ (other than creditors expressed to rank equally with or junior to the Convertible Notes), equally with holders of all equal ranking instruments issued by ANZ and ahead of ordinary shareholders.	The Convertible Notes will rank ahead of ordinary shares for payment of distributions out of the profits of ANZ. On a winding up of ANZ, the Convertible Notes will rank after the claims of creditors (including deposit holders) of ANZ (other than creditors expressed to rank equally with or junior to the Convertible Notes), equally with holders of all equal ranking instruments issued by ANZ and ahead of ordinary shareholders.
	$500,000 per Convertible Note
	The proceeds of issue will be used by ANZ for its general corporate purposes outside Australia.
	N/A
	Number	+Class
	2,040,643,633	Fully paid ordinary shares

• See chapter 19 for defined terms.

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AUD400m Floating Rate Transferable 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

• See chapter 19 for defined terms.

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9 Number and+class of all+securities not quoted on ASX (_including_the securities in clause 2 if applicable)	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	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
	Number	+Class
	17,905,331 350,000 750,000 500,000 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

• See chapter 19 for defined terms.

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

Interest payments on the Convertible Notes are non-cumulative and based on a floating rate, paying a margin of 2.00% over the 30 day bank bill rate. Interest is scheduled to be paid monthly in arrears. The payment of interest is subject to conditions. Interest will not be paid if the directors of ANZ have passed and not revoked a resolution not to pay in full any interest on an interest payment date (which the directors may do in their discretion at any time prior to or on the relevant interest payment date). Interest will also not be paid if an “APRA Condition” exists on the relevant interest payment date. An APRA Condition will exist where: • unless APRA otherwise agrees, the payment of interest: • would result in ANZ or the ANZ group not complying with certain APRA capital adequacy guidelines; or • would exceed the distributable profits permitted by APRA; • the payment of interest would result in ANZ becoming or being likely to become insolvent; or • APRA otherwise objects to the payment of interest.

Part 2 - Bonus issue or pro rata issue

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	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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 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)	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	N/A
	N/A
	N/A

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

Entities that have ticked box 34(b)

38 Number of securities for which + quotation is sought

• See chapter 19 for defined terms.

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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

Quotation agreement

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

• See chapter 19 for defined terms.

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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: 26 September 2008 Deputy Company Secretary

Print name: Simon Pordage

== == == == ==

• See chapter 19 for defined terms.

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