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

Apr 22, 2008

10425_rns_2008-04-22_ac18aff2-83ee-4000-b611-5bba2d059acf.pdf

Capital/Financing Update

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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 Transferable Certificates of Deposit ( “TCDs” ) issued

  • 2 Number of[+] securities issued or to 5Yr Fixed Rate A$905,000,000 (“TCD65”) be issued (if known) or maximum 5Yr Floating Rate A$445,000,000 (“TCD66”) number which may be issued 5Yr Fixed Rate A$75,000,000 (“TCD65(T2)”) 5Yr Floating Rate A$75,000,000 (“TCD66(T2)”)

  • 3 Principal terms of the[+] securities See the Information Memorandum of ANZ (eg, if options, exercise price and dated 26 February 2007 in respect of ANZ’s expiry date; if partly paid AUD Debt Issuance Program and the Pricing +securities, the amount outstanding Supplements dated 22 April 2008 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)
The securities notated TD65 and 66 constitute
a new class of securities.
The securities notated TD65(T2) will be
fungible with new ANZ series TD 65.
The securities notated TD66(T2) will be
fungible with new ANZ series TD 66.
TD65
5Yr Fixed Rate - Issue price for the securities is
99.541% of the aggregate principal amount of
the securities. The securities will pay a coupon
of 8.50% pa.
TD66
5Yr Floating Rate Securities - Issue price for
the securities is 100.00% of the aggregate
principal
amount
of
the
securities.
The
securities will pay a coupon of 3 month BBSW
plus 1.28% pa.
TD65(T2)
5Yr Fixed Rate - Issue price for the securities is
99.243% of the aggregate principal amount of
the securities. The securities will pay a coupon
of 8.50% pa.
TD66(T2)
5Yr Floating Rate Securities - Issue price for
the securities is 100.00% of the aggregate
principal
amount
of
the
securities.
The
securities will pay a coupon of 3 month BBSW
plus 1.28% pa.
General corporate purposes
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

7 Dates of entering[+] securities into 22 April 2008 uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 1,921,455,140 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 3

Appendix 3B New issue announcement

Number and +class of all +securities quoted on ASX AUD1195m 5.00% Transferable Certificate of (including the securities in clause Deposits (“TCD”) due May 2008 2 if applicable) 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.

Appendix 3B Page 4

1/1/2003

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 AUD980m 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)
Number +Class
19,187,963 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
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
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

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
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
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

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
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
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

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.

Appendix 3B Page 8

1/1/2003

Appendix 3B New issue announcement

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

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9

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: 22 April 2008 Deputy Company Secretary

Print name: Simon Pordage

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 10

1/1/2003

PRICING SUPPLEMENT

==> picture [81 x 79] intentionally omitted <==

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: 1

A$905,000,000 8.50% Fixed Rate Transferable Certificates of Deposit due 22 April 2013 Issue Price: 99.541 per cent.

Australia and New Zealand Banking Group Limited

The date of this Pricing Supplement is 22[nd] April 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:
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 (A$)
4 Aggregate Nominal Amount:
(i)
Tranche:
A$905,000,000
(ii)
Series:
A$905,000,000
5 (i)
Issue Price:
99.541 per cent. of the Aggregate Nominal Amount
(ii)
Net proceeds:
A$900,846,050.00
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:
22 April 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 Deposits
14 Listing: Australian Securities Exchange (Listing Code ANZIG)
15 Method of distribution: Non-syndicated
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

2

(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:
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

3

36 Common Code 035988181

37 Any clearing system(s) other than Austraclear and the relevant identification number(s):

Securities will be lodged in the Austraclear System. 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 22 April 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]

4

PRICING SUPPLEMENT

==> picture [81 x 79] intentionally omitted <==

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: 66

Tranche No: 1

A$445,000,000 Floating Rate Transferable Certificates of Deposit due 22 April 2013

Issue Price: 100.00 per cent.

Australia and New Zealand Banking Group Limited

The date of this Pricing Supplement is 22 April 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:
66
(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 (A$)
4 Aggregate Nominal Amount:
(i)
Tranche:
A$445,000,000
(ii)
Series:
A$445,000,000
5 (i)
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
(ii)
Net proceeds:
A$445,000,000
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:
22 April 2008
(ii)
Interest Commencement Date:
Issue Date
8 Maturity Date: 22 April 2013
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: Not Applicable
13 Status of the Securities: Transferable Certificates of Deposit
14 Listing: Australian Securities Exchange (Listing Code ANZIF)
15 Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16 Fixed Rate Security Provisions Not Applicable
17 Floating Rate Security Provisions Applicable

2

(i) (a) Interest Period(s): 3 months (b) Interest Payment Dates: 22 January, 22 April, 22 July and 22 October of each year commencing on 22 July 2008 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 - Relevant Time: 10:30am (vi) Margin(s): +1.28 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 21 Call Option Not Applicable 22 Put Option Not Applicable 23 Final Redemption Amount: Outstanding Nominal Amount 24 Early Redemption 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

3

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:
33 If non-syndicated, name of Dealer: Australia and New Zealand Banking Group Limited
34 Additional selling restrictions: Not Applicable
OPERATIONAL INFORMATION
35 ISIN: AU0000ANZIF3
36 Common Code 035988122
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 22 April 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]

4

PRICING SUPPLEMENT

==> picture [81 x 79] intentionally omitted <==

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: 2

A$75,000,000 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) Issue Price: 99.243 per cent.

Australia and New Zealand Banking Group Limited

The date of this Pricing Supplement is 22[nd] April 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:
2
(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, to be issued on 22 April 2008 in
an Aggregate Nominal Amount of A$905,000,000 and
maturing on 22 April 2013
3 Specified Currency: Australian Dollars (A$)
4 Aggregate Nominal Amount:
(i)
Tranche:
A$75,000,000
(ii)
Series:
A$980,000,000
5 (i)
Issue Price:
99.243 per cent. of the Aggregate Nominal Amount
(ii)
Net proceeds:
A$74,432,250
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:
22 April 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
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

2

arrears

  • (ii) Interest Payment Date(s):

  • (iii) Fixed Coupon Amount:

22 April and 22 October in each year commencing on 22 October 2008 up to and including the Maturity Date 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 calculating interest for Fixed Rate Securities:

Not Applicable

  • 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: 33 If non-syndicated, name of Dealer: Australia and New Zealand Banking Group Limited 34 Additional selling restrictions: Not Applicable

OPERATIONAL INFORMATION

3

ISIN:

AU0000ANZIG1 035988181

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 22 April 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]

4

PRICING SUPPLEMENT

==> picture [81 x 79] intentionally omitted <==

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: 66

Tranche No: 2

A$75,000,000 Floating Rate Transferable Certificates of Deposit due 22 April 2013 to be consolidated and form a single series with the existing A$445,000,000 Floating Rate Transferable Certificates of Deposit due 22 April 2013 (Series 66, Tranche 1)

Issue Price: 100.00 per cent.

Australia and New Zealand Banking Group Limited

The date of this Pricing Supplement is 22 April 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:
66
(ii)
Tranche Number:
2
(if fungible with an existing Series, include details of Fungible with:
that Series, including the date on which the Securities
become fungible) Series no. 66, Tranche 1, to be issued on 22 April 2008 in
an Aggregate Nominal Amount of A$445,000,000 and
maturing on 22 April 2013
3 Specified Currency: Australian Dollars (A$)
4 Aggregate Nominal Amount:
(i)
Tranche:
A$75,000,000
(ii)
Series:
A$520,000,000
5 (i)
Issue Price:
100.00 per cent. of the Aggregate Nominal Amount
(ii)
Net proceeds:
A$75,000,000
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:
22 April 2008
(ii)
Interest Commencement Date:
Issue Date
8 Maturity Date: 22 April 2013
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: Not Applicable
13 Status of the Securities: Transferable Certificates of Deposit
14 Listing: Australian Securities Exchange (Listing Code ANZIF)
15 Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16 Fixed Rate Security Provisions Not Applicable

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17 Floating Rate Security Provisions Floating Rate Security Provisions Applicable
(i) (a)Interest Period(s): 3 months
(b)Interest Payment Dates: 22 January, 22 April, 22 July and 22 October of each year
commencing on 22 July 2008 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
- Relevant Time: 10:30am
(vi) Margin(s): +1.28 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
21 Call Option Not Applicable
22 Put Option Not Applicable
23 Final Redemption Amount: Outstanding Nominal Amount
24 Early Redemption 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)

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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:
33 If non-syndicated, name of Dealer: Australia and New Zealand Banking Group Limited
34 Additional selling restrictions: Not Applicable
OPERATIONAL INFORMATION
35 ISIN: AU0000ANZIF3
36 Common Code 035988122
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 22 April 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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