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

May 1, 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 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)	Transferable Certificates of Deposit (“TDs”)
	5Yr Fixed Rate A$250,000,000 (“TD65(T3)”)
	See the Information Memorandum of ANZ dated 26 February 2007 in respect of ANZ’s AUD Debt Issuance Program and the Pricing Supplement dated 2 May 2008 for the securities.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all The securities notated TD65(T3) will be respects from the date of allotment fungible with ANZ 5Yr Fixed Rate with an existing[+] class of quoted A$905,000,000 TD 65 and 5Yr Fixed Rate +securities? A$75,000,000 TD65(T2). 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 TD65(T3) 5Yr Fixed Rate - Issue price for the securities is 99.553% ( consisting of 99.321per cent on account of principal and 0.232 per cent on account of accrued interest ) of the a ggregate principal amount of the securities. The securities will pay a coupon of 8.50% pa. 6 Purpose of the issue General corporate purposes (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities into 2 May 2008 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 1,921,616,375 Ordinary fully paid +securities quoted on ASX ( including the securities in clause 2 if applicable) 10,000,000 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)

AUD1195m 5.00% Transferable Certificate of Deposits (“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 AUD27m Floating Rate Senior Notes due September 2009 AUD800m 6.00% TCD due March 2010 AUD1050m Floating Rate TCD due March 2010 AUD310m 7.00% TCD due September 2010 AUD365m Floating Rate TCD due September 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 AUD150m 7.25% TCD due September 2012 AUD205m 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 AUD1,230m 8.5% TCD due April 2013 AUD520m Floating Rate TCD due April 2013

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
	18,988,943	Options on issue
	350,000	2003 Redeemable Preference Shares.
	750,000	2003 Redeemable Preference Shares (Series 2).
	500,000	December 2004 Euro Preference Shares
	9,000	June 2007 Sterling Preference Shares
	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

• See chapter 19 for defined terms.

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Appendix 3B Page 4

Appendix 3B New issue announcement

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 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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?
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

• See chapter 19 for defined terms.

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Appendix 3B Page 6

Appendix 3B New issue announcement

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)

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

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:2 May 2008

Company Secretary

Print name: John Priestley

== == == == ==

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 8

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: 65

Tranche No: 3

A$250,000,000 8.50% Fixed Rate Transferable Certificates of Deposit due 22 April 2013 to be consolidated and form a single series with the existing A$905,000,000 8.50% Fixed Rate Transferable Certificates of Deposit due 22 April 2013 (Series 65, Tranche 1) and the A$75,000,000 8.50% Fixed Rate Transferable Certificates of Deposit due 22 April 2013 (Series 65 Tranche 2) Issue Price: 99.553 per cent (consisting of 99.321 per cent on account of principal and 0.232 per cent on account of accrued interest).

Australia and New Zealand Banking Group Limited

The date of this Pricing Supplement is 2[nd] May 2008

1

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.

1	Issuer:	Australia and New Zealand Banking Group Limited
2	(i) Series Number:	65
	(ii) Tranche Number:	3
	(if fungible with an existing Series, include details of	Fungible with:
	that Series, including the date on which the Securities
	become fungible)	Series no. 65, Tranche 1, issued on 22 April 2008 in an
		Aggregate Nominal Amount of A$905,000,000 and
		maturing on 22 April 2013 and
		Series no. 65 Tranche 2 issued on 22 April 2008 in an
		Aggregate Nominal Amount of A$75,000,000
3	Specified Currency:	Australian Dollars (A$)
4	Aggregate Nominal Amount:
	(i) Tranche:	A$250,000,000
	(ii) Series:	A$1,230,000,000
5	(i) Issue Price:	99.553 per cent of the Aggregate Nominal Amount
		(consisting of 99.321per cent on account of principal and
		0.232 per cent on account of accrued interest)
	(ii) Net proceeds:	A$248,882,500
6	Specified Denomination(s):	A$1,000
		The minimum aggregate consideration payable by
		the purchaser or investor must be no less than
		A$500,000.
7	(i) Issue Date:	02 May 2008
	(ii) Interest Commencement Date:	Issue Date
8	Maturity Date:	22 April 2013
9	Interest Basis:	Fixed Rate
10	Redemption/Payment Basis:	Redemption at Par
11	Change of Interest or Redemption/Payment Basis:	Not Applicable
12	Put/Call Options:	Not Applicable
13	Status of the Securities:	Transferable Certificates of Deposit
14	Listing:	Australian Securities Exchange (Listing Code ANZIG)
15	Method of distribution:	Non-syndicated

2

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16	Fixed Rate Security Provisions	Applicable
	(i) Rate of Interest:	8.50 per cent. per annum payable semi-annually in
		arrears
	(ii) Interest Payment Date(s):	22 April and 22 October in each year commencing on 22
		October 2008 up to and including the Maturity Date
	(iii) Fixed Coupon Amount:	A$42.50 per A$1,000 in Nominal Amount
	(iv) Broken Amount(s):	Not Applicable
	(v) Business Day Convention:	Modified Following Business Day Convention
	(vi) Day Count Fraction:	RBA Bond Basis
	(vii) Other terms relating to the method of	Not Applicable
	calculating interest for Fixed Rate Securities:
17	Floating Rate Security Provisions	Not Applicable
18	Zero Coupon Security Provisions	Not Applicable
19	Index-Linked Interest Security Provisions	Not Applicable
PROVISIONS RELATING TO REDEMPTION
21	Call Option	Not Applicable
22	Put Option	Not Applicable
23	Final Redemption Amount:	Par
24	Early Redemption Amount:	Par
	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
25	Form of Securities:	Registered
26	Additional Financial Centre(s) (for the purposes of the	Not Applicable
	“Business Day” definition) or other special provisions
	relating to Interest Payment Dates:
27	Public Offer Test compliant	Yes
28	Details relating to Instalment Notes, including	Not Applicable
	Instalment Amount(s) and Instalment Date(s):
29	Consolidation provisions:	Not Applicable
30	Governing law:	State of Victoria and Commonwealth of Australia
31	Other terms or special conditions:	Not Applicable
DISTRIBUTION
32	If syndicated, names of Lead Managers and the	Not Applicable
	Dealers:

3

33 If non-syndicated, name of Dealer: Australia and New Zealand Banking Group Limited 34 Additional selling restrictions: Not Applicable OPERATIONAL INFORMATION 35 ISIN: AU0000ANZIG1 36 Common Code 035988181 37 Any clearing system(s) other than Austraclear and the Securities will be lodged in the Austraclear System. relevant identification number(s): Securities may also be held and transacted in the Euroclear and Clearstream systems

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 02 May 2008

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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