A500,000,000

ANZ Capital Trust III(formed in the State of Delaware)

Floating Rate Non-cumulative Trust Securities,each representing a unit consisting of

A1,000 principal amount of Subordinated Floating Rate Notes due 2053 issued by

ANZ Jackson Funding PLC(incorporated with limited liability in England and Wales under registered number 5287117),

fully and unconditionally guaranteed on a subordinated basis by the London Branch of,and a preference share, liquidation preference of A1,000, issued by,

Australia and New Zealand Banking Group LimitedAustralian Business Number 11 005 357 522

(incorporated with limited liability in the State of Victoria)_____________________________

Application has been made for the trust securities to be admitted for trading on the Luxembourg Stock Exchange. Prior to the listing of trust securities, theconstitutional documents of the trust and a legal notice relating to the offering of trust securities will be registered with the Trade and Companies Register inLuxembourg (Registre de Commerce et des Sociétés à Luxembourg), where copies of these documents may be obtained upon request.

An application has been made to the Channel Islands Stock Exchange for the listing of and permission to deal in the subordinated floating rate notes due 2053 onthe Official List of the Channel Islands Stock Exchange. Neither the admission of the subordinated floating rate notes due 2053 to the Official List nor the approvalof this Offering Circular pursuant to the listing requirements of the Channel Islands Stock Exchange shall constitute a warranty or representation by the ChannelIslands Stock Exchange as to the competence of the service providers to, or any other party connected with, the Issuers, the adequacy and accuracy of informationcontained in this Offering Circular or the suitability of the issues for investment or for any other purpose.

The trust is not seeking a listing of the trust securities on the Channel Islands Stock Exchange.

Investing in the trust securities involves risks. Please see “Risk Factors” beginning on page 17.

None of the trust securities, the units, the notes and the related guarantee and the ANZ preference shares represent a deposit liability of ANZ for purposes of theBanking Act of 1959 of Australia and are not insured by any governmental agency in the United Kingdom, Australia, the United States or any other jurisdiction.

Offering Price: AA1,000 per trust security

THE TRUST SECURITIES ARE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES LAWS OF ANY JURISDICTION,INCLUDING THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ARE BEING OFFERED AND SOLD OUTSIDETHE UNITED STATES TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THESECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES ORTO U.S. PERSONS AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OR UNITED STATES PERSONS WITHIN THE MEANINGOF SECTION 7701(A)(30) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED.

The trust securities are offered by the Managers named below subject to receipt and acceptance by them and subject to their right to reject any order in whole orin part. It is expected that the trust securities will be ready for delivery in book-entry form only through the facilities of Euroclear Bank S.A./N.V. and ClearstreamBanking, société anonyme, on the closing date, which is expected to be on or about 13 December, 2004, against payment therefor in immediately available funds.

Joint Lead Managers

Deutsche Bank UBS Investment Bank

Co Lead Manager

JPMorgan

The date of this Offering Circular is 9 December, 2004.

• The Trust Securities. Each trust security represents a unit consisting of anANZ preference share, liquidation preference of A1,000, issued by Australiaand New Zealand Banking Group Limited (“ANZ”), and A1,000 principalamount of subordinated floating rate notes due 2053 issued by ANZ JacksonFunding PLC (“ANZ UK Sub”), which will be fully and unconditionallyguaranteed, on a subordinated basis, by ANZ, acting through its Londonbranch (“ANZ London Branch”). Prior to a conversion event, the ANZpreference share and note components of the units may not be separatelytraded. The units will be held by ANZ Capital Trust III (the “trust”), andpayments in respect of the units will pass through the trust to you aspayments on the trust securities.

• Distributions. Prior to a conversion event, for each trust security you own,the trust will pay you a non-cumulative quarterly cash distribution in arrearsat the annual rate, calculated quarterly, of 0.66% over 3-month EURIBOR forany distribution on or before the 15 December, 2014 distribution paymentdate and 1.66% over 3-month EURIBOR for any distribution thereafter.These distributions will be payable generally on 15 March, 15 June, 15September and 15 December of each year, commencing 15 March, 2005, outof the combination of interest paid on the notes and dividends paid on theANZ preference shares on corresponding interest and dividend paymentdates.

• Redemption of the Trust Securities Upon Conversion Event. On thebusiness day prior to 15 December, 2053, which is expected to be 12December, 2053, or earlier if one of the conversion events described in thisOffering Circular under “Description of the ANZ Preference Shares—Conversion Events” occurs with respect to your trust securities,

• except in the case of a repurchase of units, the ANZ preference shareswill detach from the notes and the notes will be transferred to ANZ,acting through its Paris branch (“ANZ Paris Branch”) pursuant to the

assignment described in this Offering Circular under “Description of theNotes and the Guarantee—Assignment to ANZ Paris Branch Followinga Conversion Event”,

• the ANZ preference shares or the redemption price thereof or therepurchase price of the units or any other cash proceeds in respect thereofwill be distributed to you in redemption of the trust securities, and

• if the conversion event relates to all of the trust securities, the trust willbe dissolved.

Following a conversion event, the ANZ preference shares, if they are notredeemed or repurchased in connection with the conversion event, will paynon-cumulative quarterly cash dividends, if, as and when declared by theboard of directors of ANZ on the same dividend payment dates and at thesame dividend rates as the distribution payment dates and the distributionrates for the trust securities.

• Redemption of ANZ Preference Shares or Repurchase of Units for Cash.Any redemption by ANZ of ANZ preference shares or repurchase of unitswill itself constitute a conversion event with respect to the trust securitiesthereupon called for redemption. ANZ may redeem the ANZ preferenceshares and, prior to the occurrence of a conversion event applicable to suchshares, may nominate an entity to repurchase the units in whole, but not inpart, at any time prior to the 15 December, 2014 distribution payment dateupon the occurrence of an ANZ special event as described in this OfferingCircular, and in whole or in part, at any time on or after the 15 December,2014 distribution payment date. The redemption price payable in respect ofthe ANZ preference shares and the repurchase price payable in respect of theunits will be determined as described in this Offering Circular.

• Withdrawal of Units. You will be entitled to withdraw the units from thetrust on the terms set forth in this Offering Circular.

TABLE OF CONTENTS

PAGE

IMPORTANT INFORMATION .................................................................................................. 3

DOCUMENTS INCORPORATED BY REFERENCE................................................................ 6

SUMMARY INFORMATION – Q&A ........................................................................................ 7

TRANSACTION DIAGRAM ...................................................................................................... 16

RISK FACTORS .......................................................................................................................... 17

USE OF PROCEEDS .................................................................................................................. 25

DESCRIPTION OF THE TRUST SECURITIES ........................................................................ 26

DESCRIPTION OF THE UNITS ................................................................................................ 35

DESCRIPTION OF THE ANZ PREFERENCE SHARES.......................................................... 37

DESCRIPTION OF THE NOTES AND THE GUARANTEE.................................................... 50

INTEREST AND DIVIDEND PAYMENT TESTS .................................................................... 58

DESCRIPTION OF THE CONVERSION AND REPURCHASE AGREEMENT .................... 60

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED AND ITS SUBSIDIARIES........................................................................................................................ 66

CONSOLIDATED CAPITALISATION, FUNDING AND CAPITAL ADEQUACY OF THE ANZ GROUP .................................................................................................................. 73

FIVE YEAR FINANCIAL SUMMARY OF THE ANZ GROUP .............................................. 76

SUPERVISION AND REGULATION OF ANZ GROUP .......................................................... 78

ANZ LONDON BRANCH .......................................................................................................... 86

ANZ JACKSON FUNDING PLC................................................................................................ 87

CAPITALISATION AND FUNDING OF ANZ JACKSON FUNDING PLC............................ 88

ANZ CAPITAL TRUST III .......................................................................................................... 89

TAXATION .................................................................................................................................. 90

ERISA CONSIDERATIONS ........................................................................................................ 96

SUBSCRIPTION AND SALE...................................................................................................... 98

GENERAL INFORMATION........................................................................................................ 104

2

IMPORTANT INFORMATION

In this Offering Circular:

• references to “ANZ”, “we”, “us” and “our” are to Australia and New Zealand Banking Group Limitedexcluding subsidiaries and references to “ANZ group” are to us including subsidiaries, in each case,unless otherwise specified or the context otherwise requires;

• references to “ANZ UK Sub” are to ANZ Jackson Funding PLC, a public limited liability companyorganised under the laws of England and Wales wholly owned by us;

• references to “ANZ Paris Branch” are to ANZ, acting through its Paris, France branch, and itssuccessors or assigns;

• references to “ANZ London Branch” are to ANZ, acting through its London, England branch, and itssuccessors and assigns;

• references to “ANZ US Sub” are to ANZ Capital LLC III, a Delaware limited liability companywholly owned by us, and its successors and assigns;

• references to the “trust” are to ANZ Capital Trust III, a Delaware statutory trust in relation to whichThe Bank of New York will act as “property trustee”, “registrar” and “paying agent”;

• references to “Issuers” are to the trust, ANZ and ANZ UK Sub;

• references to the “Managers” are to Deutsche Bank AG London, UBS Limited and J.P. MorganSecurities Ltd.;

• references to “trust securities” are to the securities that the trust will issue to the Managers and thatare being offered by this Offering Circular, each of which represents a unit;

• references to “notes” are to unsecured, subordinated euro-denominated notes issued by ANZ UK Subpursuant to the indenture which are fully and unconditionally guaranteed, on a subordinated basis, byANZ London Branch and which, prior to the occurrence of a conversion event, will be a componentof the units that will initially be held by the trust;

• references to the “guarantee” are to our full and unconditional guarantee, on a subordinated basis, ofthe notes;

• references to “ANZ preferences shares” are to preference shares issued by us and which, prior to theoccurrence of a conversion event, will be a component of the units that will initially be held by thetrust;

• references to “units” are to the units, each consisting of A1,000 aggregate principal amount of notesand an ANZ preference share, liquidation preference of A1,000;

• references to the “indenture” are to the indenture, to be dated as of 13 December, 2004, among ANZUK Sub, as issuer, ANZ London Branch, as guarantor, ANZ Paris Branch, as assignee pursuant to theassignment, ANZ and The Bank of New York, as “indenture trustee”;

• references to the “assignment” are to the assignment to ANZ Paris Branch of all rights and interestsin the notes immediately following the occurrence of a conversion event (other than on repurchase byan entity nominated by ANZ);

• references to “ANZ StEPS” are to A$1,000,000,000 ANZ Stapled Exchangeable Preferred Securitiescomprising a note issued by ANZ Holdings (New Zealand) Limited and a preference share issued byANZ;

• references to “2003 Trust Securities” are to the US$350,000,000 of trust securities issued by ANZCapital Trust I and US$750,000,000 of trust securities issued by ANZ Capital Trust II; and

3

• a reference to a “U.S. person” is to a person that is either or both a U.S. person as defined inRegulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or a UnitedStates person within the meaning of Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986,as amended (the “Code”).

In this Offering Circular, unless otherwise specified, references to “A$”, “$”, “dollars” or “¢” are to thelawful currency of Australia, references to “euro” or “A” are to the currency introduced at the start of thethird stage of European economic and monetary union pursuant to the Treaty establishing the EuropeanCommunity, as amended from time to time, references to US$ or U.S. dollars are to the lawful currency ofthe United States, references to NZ$ or New Zealand dollars are to the lawful currency of New Zealand, andreferences to “£” or “sterling” are to the lawful currency of the United Kingdom.

Each of the Issuers accepts responsibility for the information contained in this document and to the best ofthe knowledge and belief of each of the Issuers (which have taken all reasonable care to ensure that such isthe case), the information contained in this document is in accordance with the facts and does not omitanything likely to affect the import of such information.

This Offering Circular should be read and construed together with any amendments or supplements heretoand with any other documents incorporated by reference herein. This Offering Circular may only be used forthe purposes for which it has been published.

Subject to the paragraphs above, each of the Issuers has confirmed to the Managers that this OfferingCircular contains all information relating to itself and, in the case of ANZ, its subsidiaries which is (in thecontext of the issue, offering and sale of the trust securities, the units, the notes, the guarantee of the notesand/or the ANZ preference shares, as the case may be, by it) material; that such information in respect of itand, in the case of ANZ, its subsidiaries is true and accurate in all material respects and is not misleading inany material respect; that any opinions, predictions or intentions expressed herein by it are honestly held ormade and are not misleading in any material respect; that this Offering Circular does not omit to state anymaterial fact necessary to ensure that such information, opinions, predictions or intentions are (in the contextof the issue, offering and sale of the trust securities, the units, the notes, the guarantee of the notes and/or theANZ preference shares, as the case may be, by it) not misleading in any material respect; and that all properenquiries have been made to verify the foregoing.

This Offering Circular does not constitute an offer of or an invitation by or on behalf of any Issuer or anyManager, to subscribe for or purchase any trust securities and should not be considered as a recommendationby the Issuers, the Managers or any of them that any recipient of this Offering Circular should subscribe foror purchase any trust securities. Each recipient of this Offering Circular shall be taken to have made its owninvestigation and appraisal of the condition (financial and otherwise) of the Issuers.

No person has been authorised to give any information or to make any representation other than thosecontained in this Offering Circular in connection with the issue or sale of the trust securities and, if given ormade, such information or representation must not be relied upon as having been authorised by any Issueror any Manager. Neither the delivery of this Offering Circular nor any sale made in connection herewithshall, under any circumstances, create any implication that there has been no change in the affairs of any ofthe Issuers since the date hereof or the date upon which this Offering Circular has been most recentlyamended or supplemented or that there has been no adverse change in the financial position of any of theIssuers since the date hereof or the date as of which this Offering Circular has been most recently amendedor supplemented or that any other information supplied in connection with the offering contemplated herebyis correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated inthe document containing the same.

For a description of certain restrictions on offers and sales of the trust securities and on distribution of thisOffering Circular, see “ERISA Considerations” and “Subscription and Sale”.

The distribution of this Offering Circular and the offering or sale of the trust securities in certain jurisdictionsmay be restricted by law. Persons into whose possession this Offering Circular comes are required by theIssuers and the Managers to inform themselves about and to observe any such restrictions. Neither the trust

4

securities nor the units, the notes, the guarantee of the notes or the ANZ preference shares have been or willbe registered under the Securities Act. Subject to certain exceptions, trust securities may not be offered, soldor delivered, directly or indirectly, within the United States or to U.S. persons. The trust securities may notlawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result inan offer to the persons in the United Kingdom within the meaning of the Public Offers of SecuritiesRegulations 1995, as amended, (the “Regulations”) or otherwise in compliance with all applicable provisionsof the Regulations.

The trust securities will be evidenced by one or more global certificates, in fully registered form, registeredin the name of The Bank of New York Depositary (Nominees) Limited, as nominee (the “Nominee”), anddeposited on or about the closing date with The Bank of New York, as common depositary (the “CommonDepositary”) for Euroclear Bank S.A./N.V., Brussels, as operator of the Euroclear System (“Euroclear”), andClearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”).

The trust securities may not be purchased or held by (i) any plan, program or arrangement subject to theEmployee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code or(ii) any person acting on behalf of or using the assets of any such plan, program or arrangement, unless suchpurchase or holding is covered by the exemptive relief provided by PTCE 96-23, 95-60, 91-38, 90-1 or 84-14. Any purchaser or holder of the trust securities or any interest therein will be deemed to have representedby its purchase or holding thereof that either (i) it is not a plan, program or arrangement subject to ERISAor Section 4975 of the Code and it is not purchasing such securities on behalf of or using the assets of anysuch plan, program or arrangement or (ii) such purchase or holding is covered by the exemptive reliefprovided by PTCE 96-23, 95-60, 91-38, 90-1 or 84-14. Prospective purchasers must carefully consider therestrictions on purchase set forth under “ERISA Considerations” in this Offering Circular.

The Managers have not separately verified the information contained in this Offering Circular. None of theManagers makes any representation, express or implied, or accepts any responsibility, with respect to theaccuracy or completeness of any of the information in this Offering Circular. Neither this Offering Circularnor any document incorporated by reference herein are intended to provide the basis of any credit or otherevaluation and should not be considered as a recommendation by any of the Issuers or the Managers that anyrecipient of this Offering Circular or any document incorporated by reference herein should purchase thetrust securities. Each potential purchaser of trust securities should determine for itself the relevance of theinformation contained in this Offering Circular or any other financial statements and its purchase of trustsecurities should be based upon any such investigation as it deems necessary. None of the Managersundertakes to review the financial condition or affairs of any of the Issuers during the life of the trustsecurities, the notes or the ANZ preference shares or to advise any investor or potential investor in the trustsecurities, the notes or the ANZ preference shares of any information coming to the attention of any of theManagers.

In connection with the issue of trust securities, Deutsche Bank AG London (the “StabilisingManager”) may over-allot or effect transactions with a view to supporting the market price of the trustsecurities at a level higher than that which might otherwise prevail for a limited period. However,there may be no obligation on the Stabilising Manager (or any agent of the Stabilising Manager) to dothis. Such stabilising, if commenced, may be discontinued at any time and must be brought to an endafter a limited period. Such stabilising shall be in compliance with all applicable laws, regulations andrules.

5

DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be deemed to be incorporated in, and to form part of, this Offering Circular:

(1) the published audited consolidated and unconsolidated annual financial statements of ANZ for theyear ended 30 September, 2003 and 30, September, 2004 (the “2004 Financial Statements”); and

(2) all amendments and supplements to this Offering Circular prepared by the Issuers from time to time;

provided, however, that (i) any statement contained in this Offering Circular or in any of the documentsincorporated by reference in, and forming part of, this Offering Circular shall be deemed to be modified orsuperseded for the purpose of this Offering Circular to the extent that a statement contained in any documentsubsequently incorporated by reference modifies or supersedes such statement and (ii) neither (a) anydocuments incorporated by reference nor (b) any modifying or superseding statements form part of thisOffering Circular.

The trust will, at the time of the offering of the trust securities offered hereby, provide free of any charge tothe paying and transfer agent in Luxembourg a copy of this Offering Circular and the documentsincorporated by reference hereby.

6

This summary includes questions and answers thathighlight selected information from this OfferingCircular to help you understand the trust securitiesand the units. This summary may not contain allthe information that may be important to you. Youshould carefully read this Offering Circular,including the information incorporated byreference herein, to fully understand the terms ofthe trust securities and the units, as well as the taxand other considerations that should be importantto you in making a decision about whether toinvest in the securities offered hereby. You shouldpay special attention to the “Risk Factors” sectionto determine whether an investment in thesecurities offered hereby is appropriate for you.

What are the trust securities and the units?

Each trust security represents a unit consisting ofan ANZ preference share, liquidation preferenceA1,000, and A1,000 principal amount of notes. Theunits will be deposited by the Managers into thetrust in exchange for the trust securities offeredhereby. Payments in respect of the units will passthrough the trust to you as payments on the trustsecurities.

The units may be withdrawn from the trust in themanner described below under “—Can youwithdraw the units from the trust?” The ANZpreference share component and the notecomponent of the units may not be separatelytraded prior to a conversion event.

The units will qualify under Australian PrudentialRegulation Authority (“APRA”) guidelines forANZ and the ANZ group as Tier 1 capital.

What is the trust?

ANZ Capital Trust III is a Delaware statutory trust.The trust exists for the purpose of holding the unitsand issuing the trust securities representing theunits. The trust will pass the payments it receivesin respect of the units through to you asdistributions on the trust securities. The trust willnot engage in any other activities and the units willbe the only assets of the trust.

The trust will be treated as a grantor trust for U.S.federal income tax purposes. As a result, you willbe treated as a beneficial owner of interests in theunits for U.S. federal income tax purposes.

What distributions will you receive and whenwill you receive those distributions?

Each trust security provides for a quarterly cashdistribution in arrears at the annual rate, calculatedquarterly, of 0.66% over 3-month EURIBOR forany distribution on or before the 15 December,2014 distribution payment date and 1.66% over 3-month EURIBOR for any distribution thereafter.The “15 December, 2014 distribution paymentdate” is the date on which the distribution inrespect of the distribution period ending on orabout 15 December, 2014 is payable in accordancewith the terms of the trust securities.

The trust will pay these distributions generally on15 March, 15 June, 15 September and 15December of each year, beginning 15 March,2005, until and including the 15 December, 2014distribution payment date out of interest receivedby the trust on the note component of the units andafter the 15 December, 2014 distribution paymentdate, out of the combination of interest received bythe trust on the note component of the units anddividends received by the trust on the ANZpreference share component of the units on thecorresponding interest and dividend paymentdates. If any distribution payment date wouldotherwise fall on a day which is not a business day,it shall be postponed to the next day which is abusiness day unless it would thereby fall into thenext calendar month, in which event thedistribution payment date shall be the immediatelypreceding business day.

The distributions on the units and therefore thetrust securities are non-cumulative. This meansthat, if the units do not, and therefore the trust doesnot, pay a distribution within seven business daysof any distribution payment date, even if suchfailure is the result of ANZ UK Sub not payinginterest pursuant to the terms of the notes or ANZnot paying dividends pursuant to the terms of theANZ preference shares, you will have no right toreceive that distribution at any time. Because thesole assets of the trust will be the units, the abilityof the units to pay distributions in full, andtherefore the trust’s ability to pay distributions onthe trust securities in full, is ultimately dependentupon ANZ UK Sub making timely interestpayments on the notes or ANZ London Branchmaking payments under our guarantee of the notesand, after the 15 December, 2014 distribution

7

SUMMARY INFORMATION – Q&A

payment date, our making timely dividendpayments on the ANZ preference shares.

ANZ UK Sub will not be permitted to makeinterest payments on the notes, ANZ LondonBranch will not be permitted to make the relatedpayment pursuant to the guarantee and we will notbe permitted to make dividend payments on theANZ preference shares if the circumstancesdescribed under “Interest and Dividend PaymentsTests” exist on an interest or dividend paymentdate unless the payment on such interest ordividend payment date is approved by APRA.

If interest is not paid on the notes in full and acorresponding amount is not paid under theguarantee on or within seven business days of aninterest payment date, even if such failure is theresult of an APRA condition existing at that time(see “Interest and Dividend Payment Tests”), or ifthe dividend is not paid on the ANZ preferenceshares in full on or within seven days of a dividendpayment date, a distribution will not be paid on theunits and you will not receive a distribution onyour trust securities. Instead, a conversion eventwill occur. See “—What happens on a conversionevent?” below and “Description of the Conversionand Repurchase Agreement”.

Are distributions on the trust securities subjectto reduction due to withholding or deductionfor Australian, United Kingdom or UnitedStates withholding taxes?

Generally, no. Subject to the exceptions andlimitations described in this Offering Circular,payments on the trust securities will be madewithout withholding or deduction for taxes,assessments or other governmental chargesimposed by Australia, the United Kingdom, theUnited States or any other jurisdiction from whicha substitute issuer makes payments on the notes,ANZ London Branch makes payments under theguarantee or we make payments on the ANZpreference shares. If any such withholding ordeduction is required by applicable law, subject tocertain exceptions, the trust will pass on to youadditional amounts paid on the units so that youwill receive the amount you would have receivedhad there been no such withholding or deduction.

When will the conversion event with respect toyour trust securities and units occur?

A conversion event may affect some or all trustsecurities and units. The conversion event for any

of your trust securities and related units will be theearliest occurrence of any of the following dates orevents:

• any date ANZ or ANZ Paris Branch selectsin its absolute discretion with respect to alltrust securities and units;

• the business day prior to 15 December,2053;

• any date on which ANZ preference sharesare to be redeemed or on which units are tobe repurchased in accordance with theirterms and your trust securities are thereforeto be redeemed;

• any of the units fail, and therefore the trustfails, to pay you in full a distribution on orwithin seven business days after therelevant distribution payment date for anyreason;

• neither ANZ UK Sub nor ANZ LondonBranch as guarantor has paid in full anyinterest payment on the notes on or withinseven business days after the interestpayment date therefor, whether or not due tothe existence of an APRA condition;

• ANZ has not paid in full a dividend on theANZ preference shares on or within sevenbusiness days after the dividend paymentdate therefor, whether or not due to theexistence of an APRA condition;

• any date set for the redemption of any ANZpreference share if (i) the property trusteehas insufficient funds on deposit to redeemall of the ANZ preference shares called forredemption which comprise part of the unitsin the trust or (ii) a holder of a unit whichhas been withdrawn from the trust andwhich is comprised of an ANZ preferenceshare which is called for redemption on thatredemption date is not paid the redemptionprice on that redemption date;

• any date set for the repurchase of units byan entity nominated by ANZ if (i) theproperty trustee has insufficient funds ondeposit to repurchase all of the units in thetrust which are due to be repurchased onthat repurchase date or (ii) a holder of a unitwhich has been withdrawn from the trustand which is due to be repurchased on that

8

repurchase date is not paid the repurchaseprice on that repurchase date;

• specified events required by APRA,including (1) the determination by APRA inwriting that ANZ has a Tier 1 capital ratio ofless than 5% (or such other percentage asrequired from time to time by APRA) or atotal risk-based capital ratio of less than 8%(or such other percentage as required fromtime to time by APRA); (2) APRA issues awritten directive to ANZ under Section11CA of the Banking Act 1959 of Australiafor ANZ to increase its capital unless APRAotherwise approves; (3) the appointment byAPRA of a statutory manager to ANZ or theassumption by APRA of control of ANZunder Australian banking law or thecommencement of proceedings for thewinding-up of ANZ; or (4) the retainedearnings of ANZ having fallen below zerounless APRA determines otherwise; or

• an event of default under the notes.

What happens on a conversion event?

Upon the occurrence of a conversion event, withrespect to the trust securities and the related unitsto which such conversion event applies:

• unless the conversion event is theredemption of ANZ preference shares or therepurchase of units, dividends on the ANZpreference shares will become payable, if,as and when declared by our board ofdirectors, at the same dividend rates and onthe same dividend payment dates as thedistribution rates and the distributionpayment dates for the trust securities;

• unless the conversion event is therepurchase of units, the notes will detachfrom the ANZ preference shares and betransferred to ANZ Paris Branch pursuant tothe assignment. See “What is theassignment?” below;

• the ANZ preference shares held in the trustor, if the conversion event is the redemptionof ANZ preference shares, the repurchase ofunits or other cash distribution on the ANZpreference shares, the redemption orrepurchase proceeds will be distributed prorata to holders of the trust securities entitledthereto in redemption of the trust securities;

• the listing of such trust securities willterminate; and

• if the conversion event relates to all of thetrust securities, the trust will be dissolved.

What is the assignment?

Pursuant to the terms of the notes and theindenture, upon the occurrence of a conversionevent, unless the conversion event is therepurchase of units, the notes and all future rightsand interest in respect of future payments thereonthat are part of the units to which such conversionevent applies will automatically be assigned toANZ Paris Branch. Accordingly, after aconversion event with respect to your trustsecurities or units, you will no longer have anyrights under the notes as to which such conversionevent applies as they will either have beenrepurchased as part of the units or assigned. Sincethe principal amount of the notes will not bepayable prior to the occurrence of a conversionevent, you will never be entitled to receive theprincipal amount payable in respect of the notes.

Can the trust securities be redeemed for cash?

Yes. The cash redemption by us of the ANZpreference shares or the repurchase of the units byan entity we nominate will constitute a conversionevent as described above and, therefore, a cashredemption of the trust securities called forredemption. The ANZ preference shares may beredeemed and the units may be repurchased forcash as described under “—Can the ANZpreference shares be redeemed or the units berepurchased for cash?”

The units, and therefore the trust securities, are notrepayable in cash unless either we redeem the ANZpreference shares and thereby cause the units, andtherefore the trust securities, to be redeemed forcash or we nominate an entity that repurchases theunits, and thereby causes the trust securities to beredeemed for cash.

Neither the units nor the trust securities areredeemable for cash at the option of their holders.

What are the ANZ preference shares?

The ANZ preference shares are being issued by usand have the terms described under “Descriptionof the ANZ Preference Shares”. The ANZpreference shares form part of the units. When a

9

conversion event occurs with respect to trustsecurities you hold, you will receive ANZpreference shares or cash in respect thereof,depending on the conversion event. Accordingly,in connection with your investment decision withregard to the trust securities, you are also makingan investment decision with regard to the ANZpreference shares.

What is the liquidation preference of the ANZpreference shares?

Our liquidation, other than in connection with asolvent reconstruction, will constitute a conversionevent pursuant to which the notes will betransferred to ANZ Paris Branch and holders ofunits and trust securities will be entitled to theliquidation preference payable in respect of theANZ preference shares.

If we are liquidated, you will be entitled to receivea liquidation amount of A1,000 per ANZpreference share before any of our assets aredistributed to the persons owning our ordinaryshares or any other shares junior to the ANZpreference shares. However, you will only beentitled to receive this liquidation amount after wehave paid all our depositors, all our debts andliabilities to other creditors, includingsubordinated creditors, and all holders of anyshares that rank senior to the ANZ preferenceshares. If less than A1,000 per ANZ preferenceshare and the full amount otherwise payable onother instruments of ANZ that rank equally withthe ANZ preference shares is available fordistribution upon our liquidation, we willdistribute the available amounts to holders of ANZpreference shares and such other instruments prorata based on the liquidation preference or otheramount stated to be payable upon our liquidation.

The ANZ preference shares do not represent adeposit liability of ANZ for purposes of theBanking Act of 1959 of Australia and are notinsured by any governmental agency in the UnitedKingdom, Australia, the United States or any otherjurisdiction.

If it is not possible for us to pay the liquidationamount in euro, we will pay the Australian dollarequivalent of such euro amount using the rate ofexchange for euro and Australian dollars describedherein. See “Description of the ANZ PreferenceShares – Rights Upon Liquidation.” In that case,we will also pay an additional amount, if any, tocover the estimated charges and expenses of

converting the Australian dollars you receive intoeuro.

What is the ranking of the ANZ preferenceshares?

The ANZ preference shares will rank with respectto dividends:

• senior to our ordinary shares and ourpreference shares and other instruments andsecurities that by their terms rank junior toour most senior preference shares on issueas of the date of this Offering Circular;

• equally among themselves and with each ofour most senior preference shares on issueas of the date of this Offering Circular andall other securities and instruments that wehave issued or may issue that by their termsrank equally therewith with respect topriority of payments of dividends,distributions or similar payments, otherwisethan in a winding-up; and

• junior to any securities or instruments thatrank senior to the ANZ preference sharesand to all our debts and liabilities to ourdepositors and all other creditors, other thanindebtedness that by its terms ranks equallywith or junior to the ANZ preference shares.

If we are wound-up, the ANZ preference shareswill rank:

• senior to our ordinary shares and ourpreference shares and other instruments andsecurities that by their terms rank junior toour most senior preference shares on issueas of the date of this Offering Circular;

• equally among themselves and with each ofour most senior preference shares on issueas of the date of this Offering Circular andall other securities and instruments that wehave issued or may issue that by their termsrank equally therewith with respect topriority of payments in a winding-up; and

• junior to any securities or instruments thatrank senior to the ANZ preference sharesand to all our debts and liabilities to ourdepositors and all other creditors, other thanindebtedness that by its terms ranks equallywith or junior to the ANZ preference shares,in each case, in a winding-up.

10

In accordance with the terms of issue of the ANZpreference shares, we may only issue preferenceshares that rank senior to the ANZ preferenceshares with the consent in writing of the holders ofat least 75% of the ANZ preference shares then onissue or the approval of the holders of the ANZpreference shares by special resolution. See“Description of the ANZ Preference Shares—Variation of Rights”.

The ANZ preference shares, with respect todividends and in our winding-up, will rank equallywith the preference share components of our ANZStEPS and 2003 Trust Securities currently onissue.

When will dividends begin to accrue on theANZ preference shares?

Prior to a conversion event for an ANZ preferenceshare, such ANZ preference share will not accrueor pay dividends until the 15 December, 2014distribution payment date. From and including the15 December, 2014 distribution payment date,such ANZ preference share will accrue non-cumulative dividends at an annual rate of 1% ofthe liquidation preference of A1,000 per share.When a conversion event (other than in the case ofa repurchase of units) occurs, the ANZ preferenceshares that are part of the units to which suchconversion event applies will accrue (in lieu ofsuch 1% dividend if then applicable) non-cumulative dividends at an annual rate, calculatedquarterly, of 0.66% over 3-month EURIBOR forany dividend on or before the 15 December, 2014dividend payment date and 1.66% over 3-monthEURIBOR for any dividend thereafter (which, forthe avoidance of doubt, includes the 1% referred toabove), in each case, of the liquidation preferenceof A1,000 per share from and including the lastdistribution payment date for such units (andtherefore the trust securities) before the date onwhich such conversion event occurs or, if suchconversion event occurs on a distribution paymentdate, from and including that date. The dividendpayment dates on the ANZ preference shares willbe the same days of the year as the distributionpayment dates on the units and the trust securities(i.e., generally 15 March, 15 June, 15 Septemberand 15 December of each year) after the date onwhich such conversion event occurs. The “15December, 2014 dividend payment date” is thedate, if any, following a conversion event (otherthan in the case of a repurchase of units) on whichthe dividend in respect of the dividend period

ending on or about 15 December, 2014 is payable,if declared, in accordance with the terms of issueof the ANZ preference shares.

When may we pay an optional dividend on theANZ preference shares?

Subject to APRA’s prior approval, we may pay anoptional dividend on the ANZ preference shareswhere there has been failure of the units, andtherefore the trust securities, to pay in full adistribution on or within seven business days aftera distribution payment date. If the optionaldividend is paid within 21 business days of theresulting conversion event it must equal theamount of the distribution that the units, andtherefore the trust securities, failed to pay on thatdistribution payment date. If the optional dividendis paid more than 21 business days after theresulting conversion event, it must equal theunpaid amount of the distributions or dividendsscheduled to have been paid on the units andtherefore the trust securities and/or the ANZpreference shares during the twelve monthsimmediately preceding the date on which we paythe optional dividend.

Subject to APRA’s prior approval, we may alsopay an optional dividend on the ANZ preferenceshares on any date following our failure to pay infull a dividend on the ANZ preference shares on orwithin seven business days after a dividendpayment date. In that case, the optional dividendmust equal the unpaid amount of distributions ordividends scheduled to be paid on the units, andtherefore the trust securities, and/or the ANZpreference shares, as the case may be, during thetwelve months immediately preceding the date onwhich we pay the optional dividend.

What happens if ANZ’s board of directorsdoes not declare dividends on the ANZpreference shares payable on any dividendpayment date or the redemption price for ANZpreference shares or the repurchase price ofunits is not paid on the applicable redemptionor repurchase date?

We will pay dividends on the ANZ preferenceshares only if, as and when declared by our boardof directors. Dividends on the ANZ preferenceshares are not cumulative. This means that if ourboard of directors does not declare all or any partof a dividend payable on or within seven businessdays after any dividend payment date, then youwill have no right to receive that dividend or the

11

unpaid portion thereof at any time, even if we payother dividends in the future.

However, if:

• we fail to pay a dividend in full on the ANZpreference shares on any dividend paymentdate; or

• a conversion event occurs because (i) theunits, and therefore the trust securities, failto pay in full a distribution on or withinseven business days of the distributionpayment date in respect of the distributionperiod ended immediately prior to thatdistribution payment date or (ii) theredemption price in respect of ANZpreference shares called for redemption orthe repurchase price in respect of unitscalled for repurchase is not paid in full onthe applicable redemption date orrepurchase date,

then, unless the holders of a majority in liquidationpreference of the ANZ preference shares otherwiseconsent, subject to the exceptions described under“Description of the ANZ Preference Shares—Restrictions on Certain Payments” in this OfferingCircular we may not:

• declare or pay any dividends ordistributions on any other of our shares orother instruments or securities that by theirterms rank equally with or junior to theANZ preference shares other thanproportionate payments on the ANZpreference shares and our shares and otherinstruments and securities that rank equallywith the ANZ preference shares, or set asideany sum for such payments; or

• repurchase, redeem or otherwise acquire forvalue legal or beneficial ownership of anyother of our shares or other instruments orsecurities that by their terms rank equallywith or junior to the ANZ preference shares,other than proportionate payments on orrepurchase of the ANZ preference sharesand other instruments and securities thatrank equally with the ANZ preferenceshares, or set aside any sum or establish asinking fund for such purpose,

unless and until, (A) in the case of any non-payment of a dividend, we have paid that dividendin full within seven business days after thatdividend payment date, we have paid an optional

dividend or we have paid in full four consecutivequarterly dividend payments on the ANZpreference shares, (B) in the case of a conversionevent resulting from any non-payment of adistribution on the units and therefore the trustsecurities, we have paid an optional dividend or wehave paid in full four consecutive quarterlydividend payments on the ANZ preference sharesand (C) in the case of any non-payment of theredemption price payable with respect to ANZpreference shares or the repurchase price payablewith respect to units, and therefore the trustsecurities, such redemption or repurchase price hasbeen paid in full.

Are dividends on the ANZ preference sharessubject to reduction due to withholding ordeduction for Australian withholding taxes?

Generally, no, provided that the dividends areeither fully franked or subject to a foreign dividendaccount declaration (or the equivalent under theproposed foreign income account rules, if andwhen they are introduced) as discussed under“Taxation—Certain Australian TaxConsequences”. Subject to the exceptions andlimitations described in this Offering Circular,payments on the ANZ preference shares will bemade without withholding or deduction for taxes,assessments or other governmental chargesimposed by Australia. If any such withholding ordeduction is required by applicable law, subject tocertain exceptions we will pay to you additionalamounts so that you will receive the amount youwould have received had there been no suchwithholding or deduction.

Can the ANZ preference shares be redeemedor the units be repurchased for cash?

We may redeem the ANZ preference shares and,prior to a conversion event applicable thereto, anentity nominated by ANZ can repurchase the unitsfor cash:

• before the 15 December, 2014 distributionpayment date, in whole only and only if thespecified changes in tax law or other tax-related events, each an “ANZ tax event”, orthe specified changes in Australian bankinglaw, each an “ANZ regulatory event”, ineach case described in this OfferingCircular occur; and

12

• in whole or in part on one or more occasionsany time on or after the 15 December, 2014distribution payment date.

We must first obtain the approval of APRA orother applicable regulatory authority to redeem theANZ preference shares for cash or for an entitynominated by us to repurchase the units for cash.

If ANZ redeems the ANZ preference shares or anentity nominated by ANZ repurchases the units forcash, the redemption or repurchase price will equalA1,000 per share or unit, as the case may be, plusaccrued and unpaid dividends and interest, if any,for the then current dividend or interest period tothe date of redemption or repurchase or, if that dateof redemption or repurchase is a dividend orinterest payment date, the immediately precedingdividend or interest payment period.

What are the notes and the related guarantee?

The notes are issued pursuant to the indentureamong ANZ UK Sub, a subsidiary of oursorganised under the laws of England and Wales,us, ANZ London Branch, ANZ Paris Branch andthe indenture trustee. ANZ London Branch willfully and unconditionally guarantee ANZ UKSub’s payment obligations under the notes on asubordinated basis.

Interest payments on the notes will be calculatedby applying the interest rate for the relevantpayment period to the principal amount of thenotes, multiplying the product by a fraction, thenumerator of which is the actual number of dayselapsed from and including the last interestpayment date or the original issuance date, as thecase may be, to but excluding the next interestpayment date (a “payment period”), and thedenominator of which is 360, and rounding theresulting figure to the nearest A0.01, with A0.005being rounded upwards.

The interest rate on the notes will be an annual rateof 0.66% over 3-month EURIBOR, payablequarterly. 3-month EURIBOR is expressed as arate per annum and will be determined by TheBank of New York, as calculation agent (the“Calculation Agent”) on the date (the “ratedetermination date”) falling two business daysprior to the commencement of the relevantpayment period.

3-month EURIBOR shall be the three-monthEURIBOR rate per annum published on page 248

of the Telerate Monitor (or such other screen pageof Telerate or such other information service that isdesignated as the successor to Telerate Page 248for the purpose of displaying such rates) (“ScreenPage”) on the relevant rate determination date at orabout 11:00 a.m. (Brussels time) as the rate offeredin the interbank market in the Euro-Zone fordeposits in euro for the relevant payment period.

If 3-month EURIBOR cannot be determined asaforementioned, because the Screen Page is notpublished, or for any other reason, then 3-monthEURIBOR for the relevant payment period shallbe the arithmetic mean (rounded, if necessary, tothe nearest one thousandth of a percentage point,with 0.0005 being rounded upwards), determinedby the Calculation Agent of the rates which fivebanks, (“Reference Banks”) selected by theCalculation Agent, quote to prime banks in theinterbank market in the Euro-zone atapproximately 11:00 a.m. (Brussels time) on therelevant rate determination date for deposits ineuro for such payment period.

Should two or more of the reference banks providethe relevant quotation, the arithmetic mean shall becalculated as described above on the basis of thequotations supplied. If less than two referencebanks provide a quotation, then 3-monthEURIBOR for the relevant payment period shallbe 3-month EURIBOR in effect on the businessday immediately preceding the relevant ratedetermination date.

ANZ UK Sub will not be permitted to makeinterest payments on the notes, and ANZ LondonBranch will not be permitted to make the relatedpayment pursuant to the guarantee, if thecircumstances described under “Interest andDividend Payments Tests” exist on an interestpayment date unless the payment on such interestpayment date is approved by APRA.

The notes will be unsecured subordinatedobligations of ANZ UK Sub and will in effectrank, prior to and in a winding-up of ANZ UK Sub,equally with the most senior preference sharesANZ UK Sub may issue. The guarantee is anobligation of ANZ, and is not limited to the assetsof or conditional on the existence of our LondonBranch. The guarantee will be an unsecured,subordinated obligation of ANZ and will, in effect,rank, prior to and in a winding-up of ANZ, equallywith the ANZ preference shares.

13

Subject to the exceptions and limitations describedin this Offering Circular, ANZ UK Sub will makepayments under the notes, and ANZ LondonBranch will make related payments in respect ofthe guarantee, without withholding or deductionfor taxes, assessments or other governmentalcharges imposed by Australia, the UnitedKingdom, the United States or any otherjurisdiction from which a substitute issuer makespayments on the notes. If any such withholding ordeduction is required by applicable law, subject tothe exceptions described in this Offering Circular,ANZ UK Sub, ANZ London Branch or we, as thecase may be, will pay additional amounts so thatholders of the trust securities will receive theamount they would have received if there were nosuch withholding or deduction.

What are your voting rights under the ANZpreference shares?

Holders of ANZ preference shares will be entitledto vote together with the holders of our ordinaryshares on the basis of one vote for each ANZpreference share:

• during a special voting period as describedin this Offering Circular;

• on a proposal to reduce our share capitalother than a resolution to approve aredemption or a reduction of capital inconnection with the ANZ preference shares;

• on a proposal that affects rights attached tothe ANZ preference shares;

• on a resolution to approve the terms of abuy-back agreement other than a buy-backof ANZ preference shares;

• on a proposal to wind us up;

• on a proposal for the disposal of the wholeof our property, business and undertaking;and

• during our winding-up.

The rights attached to the ANZ preference sharesmay not be changed except with any requiredregulatory approvals and with the consent inwriting of the holders of at least 75% of the ANZpreference shares then on issue or the approval ofthe holders of the ANZ preference shares byspecial resolution. A special resolution is aresolution that is passed by at least 75% of thevotes cast by shareholders entitled to vote on the

resolution. See “Description of the ANZPreference Shares-Variation of Rights”.

Can you withdraw the units from the trust?

Yes. A beneficial owner of trust securities maywithdraw all, but not less than all, of the unitscorresponding to the trust securities held by suchholder by providing a written notice to theproperty trustee with evidence of beneficialownership and such other documents orinformation as ANZ and ANZ UK Sub mayrequest for tax reporting purposes. Unitswithdrawn from the trust will not be issued inglobal form. Therefore, holders withdrawing unitsfrom the trust will only be able to hold them incertificated form.

What happens if the units do not, andtherefore the trust does not, pay distributions?

If you do not receive a distribution on the units orthe trust securities within seven business days ofany distribution payment date for any reason, thena conversion event relating to all of the units, andtherefore all of the trust securities, will occur. See“-What happens on a conversion event?” above.

What rights of action do you have as a holderof trust securities?

As a holder of trust securities, you have the right tobring a direct action against ANZ UK Sub if ANZUK Sub does not pay interest on the notes inaccordance with their terms and the terms of theindenture. In addition, you also have the right tobring a direct action against ANZ London Branchor ANZ if ANZ London Branch or ANZ does notperform ANZ London Branch's obligations underthe guarantee, against ANZ if ANZ does notperform its obligations under the conversion andrepurchase agreement, and against an entityappointed by ANZ to repurchase units if suchentity has failed to perform its repurchaseobligations.

Are there any risks associated with yourinvestment?

Yes. An investment in the trust securities is subjectto risks. Please refer to the section entitled “RiskFactors” in this Offering Circular for a descriptionof these risks.

14

In what form will the trust securities beissued?

The trust securities will be issued in the form ofone or more global certificates registered in thename of the Nominee, as nominee of the CommonDepositary for Euroclear and Clearstream,Luxembourg. This means you will not receive acertificate for your trust securities. Your interestsin the trust securities will be evidenced by, andtransfers of the trust securities will be effected onlythrough, records maintained by, Euroclear andClearstream, Luxembourg and their direct andindirect participants.

Euroclear and Clearstream, Luxembourg willcredit the account of each of its participants withthe stated amount of trust securities beingpurchased by or through such participant.Beneficial interests in the global certificates willbe shown on, and transfers thereof will be effectedonly through, records maintained by Euroclear andClearstream, Luxembourg and their direct andindirect participants.

Are the trust securities, the units and the ANZpreference shares subject to restrictions ontransfer?

The trust securities, the units and the ANZpreference shares have not been and will not beregistered under the Securities Act or any othersecurities laws and may not be sold in violationthereof. The trust securities are being offered andsold outside the United States to non-U.S. personsin offshore transactions in reliance on Regulation Sunder the Securities Act. The trust securities maynot be offered, sold or delivered, directly orindirectly, within the United States or to U.S.persons. Also, there are restrictions on investmentsby plans and other entities governed by ERISA, asdescribed in this Offering Circular under “ERISAConsiderations”. These and other restrictions aredescribed in this Offering Circular under“Subscription and Sale”.

Where can I find more information aboutANZ?

Australia and New Zealand Banking GroupLimited is a corporation incorporated in Australiaand registered in the State of Victoria under theCorporations Act 2001 of Australia. Our principalexecutive office is located at 100 Queen Street,Melbourne, Victoria 3000, Australia. Ourtelephone number is (61-3) 9273-5555. For further

information about us, see the section entitled“Documents Incorporated by Reference” in thisOffering Circular.

You should also consider the discussion of risksunder the caption “Risk Factors—Risks Related toour Business” in this Offering Circular.

15

TRANSACTION DIAGRAM

Pre Conversion Event

Post Conversion Event

16

* Following the occurrence of a conversion event as a result of the redemption of ANZ preference shares, our liquidation or therepurchase by an entity nominated by us of units, holders will receive cash instead of ANZ preference shares.

** If the conversion event relates to all the trust securities, the trust will be dissolved

ANZANZ

Fully Paid Preference Shares

InvestorsInvestors

ANZ CapitalTrust III

ANZ CapitalTrust III

Interest bearingNote

ANZ UKSub

ANZ UKSub

Units

Trust Securities

ANZANZ

Fully Paid Preference Shares *

InvestorsInvestors

ANZ CapitalTrust III **

ANZ CapitalTrust III **

Interest bearingNote

ANZ UKSub

ANZ UKSub

ANZ ParisBranch

ANZ ParisBranch

RISK FACTORS

Your investment in the trust securities will involve risks including, without limitation, those described in thissection. You should carefully consider the following discussion of risks and other information in this OfferingCircular before deciding whether an investment in the trust securities is suitable for you. You should beaware that the credit and other risks set forth below are not exhaustive. You should carefully consider thefollowing factors in addition to the matters set out elsewhere in this Offering Circular before investing in thesecurities offered under this Offering Circular.

Risks Related to Our Business

Changes in general business and economic conditions may adversely impact our results.

As we conduct the majority of our business in Australia and New Zealand, our performance is influenced bythe level and cyclical nature of business activity in Australia and New Zealand, which, in turn is affected byboth domestic and international economic and political events.

These events and conditions include short-term and long-term interest rates, inflation, monetary supply,fluctuations in both debt and equity capital markets, relative changes in foreign exchange rates and thestrength of the Australian and New Zealand economies. For example, a general economic downturn, adownturn in the housing market, a decrease in immigration, an increase in unemployment, or other eventsthat negatively impact household and/or corporate incomes could decrease the demand for our loan and non-loan products and services and increase the number of customers who fail to pay interest or repay principalon their loans. Australian and New Zealand economic conditions may also be affected by geo-politicalinstability, including, among other factors, actual or potential conflict and terrorism. Our future performancemay also be affected by the economic conditions of other regions where we conduct operations.

Changes in fiscal and monetary policies may adversely impact our results.

The Reserve Bank of Australia and the Reserve Bank of New Zealand regulate the supply of money andcredit in Australia and New Zealand (respectively). Their policies determine in large part the cost of fundsto us for lending and investing and the return we will earn on those loans and investments. Both of theseimpact our net interest margin, and can materially affect the value of financial instruments we hold, such asdebt securities. The policies of the Reserve Bank of Australia and the Reserve Bank of New Zealand alsocan affect our borrowers, potentially increasing the risk that they may fail to repay their loans. Changes inReserve Bank of Australia and Reserve Bank of New Zealand policies are hard to predict or anticipate.

Regulatory changes may adversely impact our results.

As we consist of regulated entities which are deposit-taking institutions, we are regulated in Australia, NewZealand and in the other countries in which we have operations. This regulation varies from country tocountry but generally is designed to protect depositors and the banking system as a whole, not holders of oursecurities.

The Australian Government and its agencies, including APRA and the Reserve Bank of Australia, havesupervisory oversight of us and our failure to comply with laws, regulations or policies could result insanctions by these regulatory agencies and cause damage to our reputation. The New Zealand Governmentand its agencies, including the Reserve Bank of New Zealand, have supervisory oversight of our NewZealand business. Our failure to comply with laws, regulations or policies could result in sanctions by theseregulatory agencies and cause damage to our reputation. The Reserve Bank of New Zealand approved theacquisition of The National Bank of New Zealand (“NBNZ”) subject to various ongoing regulatory andconsent requirements. To the extent that these regulatory and consent requirements limit our operations orflexibility, they could adversely affect our profitability and prospects.

In addition, these regulatory agencies frequently review banking laws, regulations and policies for possiblechanges. Changes to laws, regulations or policies, including changes in interpretation or implementation of

17

laws, regulations or policies, could affect us in substantial and unpredictable ways. These may includechanging required levels of bank liquidity and capital adequacy, limiting the types of financial services andproducts we may offer and/or increasing the ability of non-banks to offer competing financial services andproducts, as well as changes to accounting standards, taxation laws and prudential regulatory requirements.

Competition may adversely impact our results.

The financial services sector in which we operate is highly competitive and could become even morecompetitive, particularly in those segments that are considered to provide higher growth prospects. Factorscontributing to this include industry deregulation, mergers, changes in customers’ needs and preferences,entry of new participants, development of new distribution and service methods and increased diversificationof products by competitors. For example, mergers between banks and other types of financial servicescompanies create entities which can offer virtually any type of banking or financial service. Also, technologyhas lowered barriers to entry and made it possible for non-banks to offer products and services traditionallyprovided by banks, such as automatic payment systems, mortgages and credit cards. In addition, banks indifferent jurisdictions are subject to different levels of regulation and some may have lower cost structures.

The effect of the competitive market conditions in which we operate may have a material adverse effect onour financial performance and position.

Application of and changes to accounting policies may adversely impact our results.

Our accounting policies and methods are fundamental to how we record and report our financial position andresults of operations. Our management must exercise judgement in selecting and applying many of theseaccounting policies and methods so that not only do they comply with generally accepted accountingprinciples but they also reflect the most appropriate manner in which to record and report our financialposition and results of operations.

In some cases, management must select an accounting policy or method from two or more alternatives, anyof which might comply with generally accepted accounting principles and be reasonable under thecircumstances yet might result in us reporting materially different outcomes than would have been reportedunder a different alternative.

The Australian Accounting Standards Board (“AASB”) is adopting International Financial ReportingStandards (“IFRS”) for application to reporting periods beginning on or after 1 January, 2005. As a result,from 1 January, 2005, the accounting standards that apply to Australian reporting companies under theCorporations Act, such as us, will be based upon IFRS issued by the International Accounting StandardsBoard (“IASB”). We will adopt IFRS from 1 October, 2005. Comparatives will be required to be restated oninitial adoption of IFRS for most standards (other than for IAS 39/AASB 139 (financial instruments -recognition and measurement), IAS 32/AASB 132 (financial instruments- disclosure and presentation) andIAS 4/AASB 4 (insurance contracts)).

APRA has also announced that it intends to revise its capital adequacy requirements to take account of theimpact of IFRS, in particular the treatment of innovative capital instruments for capital adequacy purposesand the treatment of superannuation fund surpluses/deficits.

Based on IFRS and related exposure drafts issued to date, adoption of IFRS may result in changes toaccounting for hedges, doubtful debt provisioning, creditors provisioning and the status of the generalprovision, securitisation, recognition of fee income, accounting for goodwill, post employment benefits andshare based payments and classification of hybrid equity instruments.

The final version of IFRS that will be applicable to us may still change. In particular, the IASB has yet tofinalise IAS 39, the standard on recognition and measurement of financial instruments.

All our financial information disclosed in this Offering Circular has been prepared in accordance withcurrent Australian GAAP. As explained above, the differences between current Australian GAAP and IFRS,will potentially have a significant effect on our financial position and performance. The differencesidentified above should not be taken as an exhaustive list of all the differences between Australian GAAP

18

and IFRS. No attempt has been made to identify all disclosure, presentation or classification differences thatwould affect the manner in which transactions or events are presented.

We have not quantified the effects of the differences expected under IFRS. Accordingly, there can be noassurance that our consolidated financial performance or financial position (or both) would not besignificantly different if determined in accordance with IFRS.

The potential impacts on our financial performance and financial position of the adoption of IFRS, includingsystem upgrades and other implementation costs which may be incurred, have not been quantified, as theactual impact will depend on the final standards and the particular circumstances prevailing at the time ofadoption.

We are subject to credit risk, which may adversely impact our results.

As a financial institution, we are exposed to the risks associated with extending credit to other parties. Lessfavourable business or economic conditions, whether generally or in a specific industry sector or geography,could cause customers or counterparties to experience adverse financial consequences, thereby exposing usto the increased risk that those customers or counterparties will fail to honour the terms of their loans oragreements. In addition, in assessing whether to extend credit or enter into other transactions with customersand counterparties, we rely on information furnished to us by or on behalf of customers and counterparties,including financial statements and other financial information. We also may rely on representations ofcustomers and counterparties as to the accuracy and completeness of that information and, with respect tofinancial statements, on reports of independent auditors. Our financial condition and results of operationscould be negatively impacted to the extent we rely on information or financial statements that are inaccurateor materially misleading.

As a result of the potential for loss arising from the failure of customers or counterparties to meet theircontractual obligations, we hold provisions to cover loan losses. The amount of these provisions isdetermined by assessing, based on current information, the extent of credit risk within the current lendingportfolio. However, if the information upon which the assessment of risk proves to be inaccurate, theprovisions made for loan loss may be insufficient, which could have a material adverse effect on our resultsand operations.

Two areas that have caused credit quality problems for us in recent years have been the US power industryand the global telecommunications industry. We have been adversely affected by exposure to a small numberof single name exposures in the US power industry and in the telecommunications industry. Continuedexposure to these and other industries could affect our results and operations.

We are subject to operational risk, which may adversely impact our results.

Operational risk relates to the risk of direct or indirect loss resulting from inadequate or failed internalprocesses, people and systems, or from external events, which impact our operating business. Operationalrisk includes the risks arising from process error, fraud, systems failure, failure of security and physicalprotection systems, customer services, staff skills and performance and product development andmaintenance. We are highly dependent on information systems and technology and there is a risk that thesemight fail. From time to time, we will undertake major projects and there are operating risks in the designand implementation of these projects. Further, our exposure to potential systemic events or failings in theinternational financial services sector may also be a source of operational risk.

We are subject to market risk (including foreign exchange risk) and liquidity risk, which may adverselyimpact our results. Market risk relates to the risk of loss arising from changes in interest rates, foreignexchange rates, prices of commodities, debt securities and other financial contracts including derivatives.Losses arising from these risks may have a material adverse effect on us. We are also exposed to liquidityrisk, which is the risk that we have insufficient funds and are unable to meet our payment obligations as theyfall due, including obligations to repay deposits and maturing wholesale debt.

19

Litigation and contingent liabilities may adversely impact our results.

The ANZ group may from time to time be subject to material litigation and other contingent liabilities,which, if they crystallize, may adversely impact our results. Details regarding the ANZ group’s contingentliabilities are contained in the 2004 Financial Statements, which are incorporated by reference into thisOffering Circular. For example (these are illustrative examples, please refer to the 2004 Financial Statementsfor the full disclosures):

• We face potential exposure in respect of litigation relating to a breach of the Indian Foreign ExchangeRegulation Act 1973 (“Indian FERA”). This exposure arises from our past ownership of ANZGrindlays Bank Limited (“Grindlays”). In 1991, certain amounts were transferred from non-convertible Indian Rupee accounts maintained with Grindlays in India. These transactions may nothave complied with Indian FERA. Grindlays, on its own initiative, brought these transactions to theattention of the Reserve Bank of India. The Indian authorities have served notices on Grindlays andcertain of its officers in India that could lead to possible penalties. Grindlays has commencedproceedings in the courts contesting the validity of these notices. Based on advice from the Bank’sIndian lawyers, we believe we maintain adequate provisions to cover such exposure.

• The ANZ group in New Zealand is being audited by local revenue authorities as part of normalrevenue authority procedures, with a particular focus on certain kinds of structured financetransactions. On 30 September, 2004, the ANZ group in New Zealand received Notices of ProposedAdjustment (the “Notice”) in respect of one of these structured finance transactions undertaken in the2000 financial year. The Notice is formal advice that the New Zealand Inland Revenue Department(“IRD”) is proposing to amend tax assessments. The Notice is not a tax assessment and does notestablish a tax liability, but it is the first step in a formal dispute process. Should the same position beadopted by the IRD on the remaining transactions of that kind, the maximum potential tax liabilitywould be approximately NZ$348 million (including interest tax effected) for the period to 30September, 2004. Of that maximum potential liability, approximately NZ$116 million is subject to taxindemnities provided by Lloyds TSB Bank PLC under the agreement by which ANZ acquired NBNZand which relate to transactions undertaken by NBNZ before December 2003. Based on externaladvice, the ANZ group has assessed the likely progress of this issue, and believes that it holdsappropriate provisions.

Other than disclosed in our 2004 Financial Statements, there are no legal or arbitration proceedings(including any such proceedings which are pending or threatened of which we are aware) against the ANZgroup that may have or have had in the previous 12 months a significant effect on the ANZ group’s financialposition.

Acquisition risk may adversely impact our results.

We regularly examine a range of corporate opportunities with a view to determining whether thoseopportunities will enhance our financial performance and position. Any corporate opportunity that we pursuecould, for a variety of reasons, turn out to have a material adverse effect on us. The successfulimplementation of our corporate strategy will depend on a range of factors including potential fundingstrategies and challenges associated with integrating and adding value to a business which is acquired.

Our operating performance or capital structure may also be affected by these corporate opportunities andthere is a risk that our credit rating may be placed on credit watch or downgraded if these opportunities arepursued.

Integration risk resulting from the ongoing integration of NBNZ may adversely affect our results.

We acquired NBNZ in 2003. Following amalgamation, the integration of businesses that have previouslyoperated independently has been progressed significantly, involving, among other things, the completion oflegal amalgamation and non-systems business integration and continuing work on integration of technologyplatforms and processes. Key risks associated with the integration include loss of revenue and customers,loss of key personnel, additional costs and losses arising from systems or technology failure. The scope of

20

the integration process has recently been changed, primarily to exclude integration of the retail bankingsystems. This is expected to reduce the program’s risk and complexity, and to enable management to focuson customer retention, growth and financial performance.

The success of integration has a number of dependencies including the approval of regulators, agreement onintegration plans, the ability of management to execute the approved integration plans and the response ofcustomers to the acquisition and integration.

Risks Related to the Securities

If our financial condition were to deteriorate, you could lose all or part of your investment.

If our financial condition were to deteriorate, we could suspend or cause to be suspended distributions orother payments under the trust securities, the units, the ANZ preference shares the notes or the guarantee andyou would not receive any distributions or other payments. You should not assume that unfavourable marketor other conditions or events will not harm our financial condition. If we liquidate, dissolve or wind up, youcould lose all or part of your investment. The trust securities are not deposit liabilities of ANZ for thepurposes of the Banking Act of 1959 of Australia and will not be insured by any governmental agency of theUnited Kingdom, Australia, the United States or any other jurisdiction.

Prior to an applicable conversion event, you will not receive distributions in full if ANZ UK Sub does notmake interest payments on the notes or, after the 15 December, 2014 distribution payment date, we do notmake dividend payments on the ANZ preference shares, in each case, in accordance with their terms.

The trust will only be able to pay current distributions on the trust securities to the extent that it receivesinterest and dividend payments on the units and holders of the units will only receive distributions to theextent ANZ UK Sub makes interest payments on the notes or ANZ London Branch makes such paymentsunder the guarantee and, after the 15 December, 2014 distribution payment date, we make dividendpayments on the ANZ preference shares. ANZ London Branch is obligated to make payments under theguarantee only to the extent that payments are payable in accordance with the terms of the notes and theindenture. ANZ UK Sub and ANZ, under specified circumstances, are required not to make interestpayments on the notes or dividend payments on the ANZ preference shares, respectively. See “Interest andDividend Payments Tests”.

You may bear the economic risks of an investment in the trust securities indefinitely.

We may redeem the ANZ preference shares and an entity we nominate may repurchase the units at any timeon or after the 15 December, 2014 distribution payment date, thereby causing the redemption or repurchaseof some or all of the units, and therefore the redemption of some or all of the trust securities, for cash.However, we are under no obligation to do so. In addition, any redemption of the ANZ preference shares orrepurchase of the units for cash would be subject to the prior approval of APRA.

You will not be entitled to recover missed distributions on the units, and therefore the trust securities,because they are non-cumulative.

Distributions on the units and the trust securities are not cumulative. If ANZ UK Sub does not pay intereston the notes in full within seven days of an interest payment date or, after the 15 December, 2014 distributionpayment date, we do not make a dividend payment on the ANZ preference shares in full within seven daysof a dividend payment date, you will not receive a distribution in full on the trust securities or the units onor with respect to the corresponding distribution payment date and will have no claim to that distribution,whether or not the units or the trust securities subsequently pay distributions.

You will not be entitled to recover missed dividends on the ANZ preference shares because they are non-cumulative.

Upon the occurrence of a conversion event, in certain circumstances, the ANZ preference shares to whichsuch conversion event relates will be distributed pro rata to holders of the trust securities in redemption of a

21

corresponding number of trust securities. Dividends on the ANZ preference shares are not cumulative. If theconversion event is the failure of the units, and therefore the trust securities, to pay a distribution in full onor within seven business days after it is due, you will not receive any dividends on the ANZ preference sharesfor the quarterly distribution period ending on that distribution payment date unless we, in our absolutediscretion, subject to prior approval by APRA, declare and pay an optional dividend on the ANZ preferenceshares that is equal to the unpaid distribution on the units and therefore the trust securities.

We will pay dividends on the ANZ preference shares only if, as and when declared by our board of directorsand subject to certain requirements of APRA. If our board of directors does not declare all or any part of adividend payable on any dividend payment date, then you will have no right to receive that dividend at anytime, even if we pay other dividends in the future.

We will not make any payments in respect of the ANZ preference shares, and therefore the trustsecurities and the units will not be redeemed, unless we can satisfy in full all our other obligations thatrank senior to the ANZ preference shares.

The rights and claims of the holders of the ANZ preference shares will rank subordinate and junior in rightof payment to all our obligations to our depositors and our creditors, other than creditors holdingsubordinated indebtedness that is stated to rank equally with, or junior to, the ANZ preference shares. Sincethe units and therefore the trust securities will only be redeemable for cash if we redeem the ANZ preferenceshares for cash, the units, and therefore the trust securities, will not be redeemed for cash unless we cansatisfy in full all our other obligations ranking senior to the ANZ preference shares. Likewise, we will notmake dividend payments on the ANZ preference shares unless we can satisfy in full all our other obligationsranking senior to the ANZ preference shares. At 30 September, 2004, we had outstanding indebtednessaggregating approximately A$240 billion which would have ranked senior to rights and claims of holders inrespect of the ANZ preference shares. There are no terms in the trust securities or the units that limit ourability to incur additional indebtedness.

The terms of certain of our outstanding instruments could limit ANZ’s ability to make payment on thetrust securities, the units and the ANZ preference shares.

Under certain circumstances, the terms of the preference shares and other securities issued by ANZ,including the ANZ StEPS and the 2003 Trust Securities, could limit ANZ’s ability to make payments on thetrust securities, the units and the ANZ preference shares.

If a payment on the ANZ StEPS, the 2003 Trust Securities (or a preference share or other security comprisedtherein) or other equally ranking instruments, as the case may be, is missed, ANZ will be unable to makecertain payments under certain instruments ranking equally with or junior to those securities (including thetrust securities, the units and the ANZ preference shares) until dividends under the ANZ StEPS or the 2003Trust Securities, as the case may be, have been paid in full for a period of 12 months, or an optional dividendhas been paid by ANZ.

The distributable profits test for the trust securities, the units and the ANZ preference shares is slightlydifferent from that for our similar outstanding securities. Payments on the ANZ StEPS or the 2003 TrustSecurities may not be made if, among other things, ANZ has insufficient distributable profits to make thosepayments. Distributable profits for payments on the ANZ StEPS and the 2003 Trust Securities aredetermined by deducting the aggregate amount of dividends or distributions paid or payable by a member ofthe ANZ group before the relevant payment date on its Tier 1 capital in relation to the then current financialyear to date, from consolidated net profits for the immediately preceding financial year. That event may giverise to a stop on payments on the trust securities, units and ANZ preference shares even where ANZ wouldotherwise have sufficient distributable profits to make those payments according to the terms of the trustsecurities, units and ANZ preference shares.

Copies of the documentation establishing the terms of the ANZ StEPS and the 2003 Trust Securities areavailable upon request to ANZ at 100 Queen Street, Melbourne, Victoria 3000, Australia.

22

ANZ London Branch is obligated to make cash payments under the guarantee only if ANZ UK Sub hasa payment obligation under the notes; the guarantee is subordinate and junior to our depositors andother creditors.

ANZ London Branch is obligated to make a payment in respect of the guarantee only to the extent that ANZUK Sub has a payment obligation in respect of the notes. This means that if ANZ UK Sub is not obliged tomake an interest payment in accordance with the terms of the notes, no payment will be due from us inrespect of the guarantee. In addition, the rights and claims under the guarantee, prior to and in a winding-upof ANZ, will rank, in effect, subordinate and junior in right of payment to all our obligations to ourdepositors and our creditors, other than creditors holding subordinated indebtedness that is stated to rankequally with, or junior to, the ANZ preference shares.

If ANZ redeems the ANZ preference shares or if an entity nominated by ANZ repurchases the units,thereby causing the redemption of trust securities, you may not be able to reinvest the redemptionproceeds in a comparable security at a similar return on investment.

ANZ may, with the approval of APRA, redeem for cash the ANZ preference shares or nominate an entity torepurchase for cash the units, in whole, but not in part, at any time prior to the 15 December, 2014distribution payment date if one of the ANZ special events described under “Description of the ANZPreference Shares—Redemption” or “—Repurchase” occurs. In addition, ANZ may, with the approval ofAPRA, redeem for cash the ANZ preference shares or nominate an entity to repurchase for cash the units, inwhole or in part, at any time on or after the 15 December, 2014 distribution payment date. If, at the timeANZ exercises this cash redemption option or nominates an entity to exercise this repurchase option,prevailing interest rates are lower than the distribution rate on the trust securities or, after the conversionevent, the dividend rate on the ANZ preference shares, you generally will not be able to reinvest theredemption or repurchase proceeds in a comparable security at as high a rate.

Units withdrawn from or distributed by the trust and ANZ preference shares received following aconversion event may not trade at the same price as the trust securities and may result in a decrease inthe value of your investment.

If units are withdrawn from the trust or distributed following a trust special event, or a conversion eventoccurs and your trust securities are redeemed for ANZ preference shares, the trading value of the units orANZ preference shares, as the case may be, may be lower than the trading value of the trust securities, whichmay result in a lower return upon your sale of units or ANZ preference shares.

Because you will receive ANZ preference shares when certain conversion events occur with respect to trustsecurities or units you hold, you are also making an investment decision with regard to the ANZ preferenceshares when you make an investment decision with regard to the trust securities. You should carefully reviewall the information regarding the ANZ preference shares contained in this Offering Circular.

You have limited voting rights.

As a holder of trust securities, you will have limited voting rights. You will not be entitled to appoint orchange the property trustee of the trust. Generally, ANZ US Sub, as the sponsor of the trust, is entitled to acton those matters. With respect to the ANZ preference shares and notes comprising the units represented byyour trust securities, your rights will be limited to instructing the property trustee how to vote them (or causethem to be voted), as described under “Description of the Trust Securities—Voting Rights”.

As a holder of the ANZ preference shares after certain conversion events, you will have the right to vote yourpreference shares (either in person or by proxy, attorney or representative) in the limited circumstancesdescribed under “Description of the ANZ Preference Shares—Notice of Meetings; Voting Rights”.

23

There is no established trading market for the trust securities, units or ANZ preference shares and onemay not develop.

Application has been made to list the trust securities on the Luxembourg Stock Exchange. The trustsecurities and the units constitute new issues of securities with no established trading history. In addition, ifand when distributed following certain conversion events, the ANZ preference shares will have noestablished trading history. In the event that ANZ preference shares are delivered to investors following aconversion event, ANZ will endeavour to list the ANZ preference shares on the Australian Stock Exchange(the “ASX”), the Luxembourg Stock Exchange or the London Stock Exchange. However, there can be noassurance that the ANZ preference shares will be so listed. Accordingly, we cannot predict whether an activeor liquid trading market for the trust securities or the ANZ preference shares will develop, that it will providethe holders of such trust securities or ANZ preference shares with liquidity of investment or, if a market doesdevelop, that it will continue for the life of the trust securities or ANZ preference shares.

24

USE OF PROCEEDS

The Managers will subscribe for A500,000,000 aggregate principal amount of notes from ANZ UK Sub and500,000 ANZ preference shares, liquidation preference of A1,000 per share, from ANZ and deposit themwith the trust in return for a trust security for each unit of one ANZ preference share and A1,000 principalamount of notes.

The proceeds from the issue of the ANZ preference shares will be used to enable ANZ Paris Branch to makethe assignment payment of A500,000,000 to the Managers in respect of the notes. See “Description of theNotes and the Guarantee-Assignment to ANZ Paris Branch Following a Conversion Event”.

The net proceeds (after deduction of the Managers’ commissions and the Issuers’ expenses) will amount toapproximately A495,000,000.

ANZ UK Sub will lend all of the proceeds from the issue of notes to ANZ London Branch (or such otherbranch of ANZ as may be agreed at any time among ANZ UK Sub, ANZ London Branch and ANZ), whichin turn will use it for general corporate and capital management purposes.

25

DESCRIPTION OF THE TRUST SECURITIES

The trust will issue the trust securities under the terms of the amended and restated declaration of trust (asso amended, the “declaration”) to be entered into by ANZ, ANZ US Sub, The Bank of New York, as propertytrustee, registrar, transfer agent and paying agent and The Bank of New York (Delaware), as Delawaretrustee. The Bank of New York will act as property trustee for the trust securities under the declaration. Theterms of the trust securities will include those stated in the declaration. The following summary of thematerial terms and provisions of the trust securities is not complete and is subject to, and qualified in itsentirety by reference to, the declaration and the Delaware Statutory Trust Act.

General

The trust securities will be issued on or about 13 December, 2004 in fully registered form without coupons,in minimum denominations of A1,000 and integral multiples of A1,000 in excess thereof.

The declaration authorises the trust to issue the trust securities representing units, each consisting of A1,000principal amount of notes and an ANZ preference share. The property trustee will hold the units for thebenefit of the holders of the trust securities.

The declaration does not permit the trust to:

• acquire any assets other than the units and the proceeds therefrom;

• issue any securities other than the trust securities; or

• incur any indebtedness for borrowed money.

Neither the trust securities nor the units represent a deposit liability of ANZ for purposes of the Banking Actof 1959 of Australia. They are also not insured by any governmental agency in the United Kingdom,Australia, the United States or any other jurisdiction.

Distributions

The trust will make quarterly distributions on the trust securities concurrently with and in the same amountas the quarterly distributions on the units. Accordingly, to the extent that quarterly distributions are paid onthe units, quarterly distributions on the trust securities in an amount per trust security equal to an annual rate,calculated quarterly, of 0.66% over 3-month EURIBOR for any distribution on or before the 15 December,2014 distribution payment date and 1.66% over 3-month EURIBOR for any distribution thereafter willaccrue from the date of original issue and be paid in arrears generally on each 15 March, 15 June, 15September and 15 December, commencing 15 March, 2005 if, as and when funds are available for payment,by the property trustee. If any distribution payment date would otherwise fall on a day which is not abusiness day, it shall be postponed to the next day which is a business day unless it would thereby fall intothe next calendar month, in which event the distribution payment date shall be the immediately precedingbusiness day.

Distributions on the trust securities will be non-cumulative. This means that, if the trust does not pay adistribution in full within seven business days of any distribution payment date, then the holder of trustsecurities will not receive that distribution and will have no claim to that distribution in the future. As apractical matter, failure to pay a distribution in full within seven days of any distribution payment date is aconversion event that will result in your trust securities being exchanged for ANZ preference shares.“Business day” means any day, other than a Saturday or Sunday, that is not a day on which bankinginstitutions are authorised or required by law or executive order to be closed in Melbourne, Australia orLondon, England and on which the Trans-European Automated Real-Time Gross Settlement Express Systemis open.

Funds available to the trust for distribution to the holders of trust securities will be limited to paymentsreceived in respect of the units. The trust will distribute such payments, upon their receipt, to the holders oftrust securities on a pro rata basis. If ANZ UK Sub does not pay a quarterly interest payment on the notes

26

and we do not perform our obligations under the guarantee or, after the 15 December, 2014 distributionpayment date, we do not make quarterly dividend payments on the ANZ preference shares, the trust will nothave sufficient funds to make the related quarterly distribution payment in full on the trust securities.

The trust will pay each distribution on the trust securities to the holders as they appear on the books andrecords of the trust on the relevant record date, which will be one business day before the relevant paymentdate. Subject to any applicable laws and regulations and the provisions of the declaration, the trust will makeeach payment as described under “—Registration of Transfer and Exchange—Euroclear and Clearstream,Luxembourg” below.

Payment of Additional Amounts

Pursuant to the terms of the notes, the indenture and the ANZ preference shares, ANZ UK Sub and we willcause the trust to make all cash payments and to distribute ANZ preference shares in respect of the trustsecurities without withholding or deduction for, or on account of, any and all present and future taxes,assessments or other governmental charges of whatever nature (“relevant tax”) imposed or levied by or onbehalf of Australia, the United Kingdom or the United States or any other jurisdiction from which asubstitute issuer makes payments on the notes, or any political subdivision or authority in or of Australia, theUnited Kingdom, the United States or such other jurisdiction, unless the withholding or deduction is requiredby law. In that event, ANZ UK Sub and we, pursuant to the terms of the notes and the ANZ preference shares,respectively, will pay such additional amounts as may be necessary so that the net amount of cash or thenumber of ANZ preference shares, as the case may be, received by a holder of the trust securities, after suchwithholding or deduction, will equal the amount that the holder would have received in respect of the trustsecurities without such withholding or deduction.

However, ANZ UK Sub and we will pay no additional amounts with respect to any trust securities:

• to the extent that the relevant tax is imposed or levied by virtue of the holder, or the beneficial owner,of the trust securities having some connection with (whether present, past or future) or being or havingbeen engaged in any activity, trade or business in the relevant jurisdiction other than being a holder,or the beneficial owner, of the trust securities;

• to the extent that the relevant tax is imposed or levied by virtue of the holder, or the beneficial owner,of the trust securities not complying with any statutory requirements or not having made a declarationof non-residence in, or other lack of connection with, the relevant jurisdiction or any similar claim forexemption, if ANZ or its agent has provided the holder, or the beneficial owner, of the trust securitieswith at least 60 days’ prior written notice of an opportunity to comply with such statutoryrequirements or make a declaration or claim;

• to the extent that the payee is an Australian resident, if it has not provided its “tax file number”, itsAustralian business number or evidence that a relevant exemption applies;

• where the unit is presented for payment in the United Kingdom; or

• where such withholding or deduction is imposed on a payment to an individual and is required to bemade pursuant to European Council Directive 2003/48/EC or any other Directive implementing theconclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savingsincome or any law implementing or complying with or introduced in order to conform to, suchDirective.

Redemption

Following the occurrence of a conversion event described under “Description of the ANZ PreferenceShares— Conversion Events” with respect to some or all of the ANZ preference shares held by the trust asa result of the redemption of ANZ preference shares for cash or as a result of our liquidation or therepurchase by an entity nominated by ANZ of some or all of the units, the trust will distribute pro rata toholders of the trust securities which are subject to redemption the cash redemption or repurchase price or theliquidation preference payable in respect thereof, as the case may be, in redemption of such trust securities.

27

The ANZ preference shares will be redeemable for cash on the terms and for the redemption or liquidationamount set forth under “Description of the ANZ Preference Shares—Redemption” and “—Rights UponLiquidation”. Prior to a conversion event, an entity nominated by ANZ may repurchase the units for cash onthe terms and for the repurchase price set forth under “Description of the Conversion and RepurchaseAgreement— Repurchase”. Following the occurrence of a conversion event, other than in connection witha cash redemption of some or all of the ANZ preference shares, the repurchase by an entity nominated byANZ of some or all of the units, or our liquidation, ANZ preference shares will be distributed pro rata to theholders of the trust securities which are subject to redemption.

The property trustee will mail to holders of the trust securities which are subject to redemption notice of anycash redemption of the ANZ preference shares as soon as practicable following its receipt of the redemptionnotice from ANZ. ANZ must provide not less than 30 and not more than 60 days’ notice of any cashredemption of the ANZ preference shares. In the case of any other conversion event, the property trustee willmail to holders of trust securities the notice of the conversion event as soon as practicable after it receivesnotice from ANZ of the occurrence of the conversion event. ANZ shall provide the trustee with the requirednotice, which notice will state the nature of the conversion event, that it constitutes a notice of redemptionin respect of the trust securities and the type and amount of the consideration to be received by holders inrespect of each trust security upon redemption.

If ANZ gives a notice of redemption in respect of the ANZ preference shares or a notice of the occurrenceof a conversion event or an entity nominated by ANZ gives a notice of repurchase of units, each of whichconstitutes a notice of redemption of the related trust securities, such notice will be irrevocable. By 12:00p.m. (London time) on the redemption date, the property trustee will irrevocably deposit with or at thedirection of Euroclear or Clearstream, Luxembourg, as the case may be, cash or ANZ preference sharessufficient to satisfy the redemption obligation of the trust and will give Euroclear or Clearstream,Luxembourg, as the case may be, irrevocable instructions and authority to pay or deliver or otherwisearrange for the payment or delivery of the redemption price or ANZ preference shares to holders of the trustsecurities to be redeemed. See “—Registration of Transfer and Exchange—Euroclear and Clearstream,Luxembourg”.

If ANZ has given notice of redemption, or an entity nominated by ANZ has given a notice of repurchase,then on the date specified in such notice for the redemption or repurchase, distributions will cease to accrueon the trust securities called for redemption and all rights of holders of any trust securities called forredemption will cease, except the right of the holders of those trust securities to receive the redemption priceor repurchase price as applicable. If any date fixed for redemption of trust securities is not a business day,then the trust will pay the amount payable or distribute the applicable ANZ preference shares on the nextsucceeding day that is a business day, without any interest or other payment in respect of the amount payableor ANZ preference shares to be distributed. However, if that business day falls in the next calendar year, thetrust will make the payment or distribution on the immediately preceding business day.

If fewer than all of the outstanding trust securities are to be redeemed as a result of a conversion eventresulting from a partial cash redemption of the ANZ preference shares or a partial cash repurchase of theunits, the trust securities will be redeemed on a proportionate basis in accordance with the procedures ofEuroclear and Clearstream, Luxembourg or any successor depository. See “—Registration of Transfer andExchange—Euroclear and Clearstream, Luxembourg”.

Subject to the foregoing and applicable law, including, without limitation, applicable securities laws, ANZor its subsidiaries may at any time and from time to time purchase outstanding trust securities by tender, inthe open market or by private agreement.

Distribution of Units Upon Occurrence of Trust Special Event

If, at any time, a trust tax event or a trust investment company event (each, a “trust special event”) occursand is continuing, ANZ US Sub, as sponsor of the trust, may instruct the property trustee, within 90 daysfollowing the occurrence of the trust special event, to dissolve the trust upon not less than 30 nor more than60 days’ notice to holders of trust securities with the result that, after satisfaction of creditors of the trust, ifany, units will be distributed pro rata to the holders of the trust securities and the trust will be dissolved.

28

“Trust tax event” means that ANZ US Sub has received an opinion of nationally recognised independent taxcounsel in the United States to the effect that there has been:

• an amendment to, change in or announced proposed change in any laws, or any regulations underthose laws;

• a judicial decision interpreting, applying, or clarifying those laws or regulations;

• an administrative pronouncement or action that represents an official position, including aclarification of an official position, of the governmental authority or regulatory body making theadministrative pronouncement or taking such action; or

• a threatened challenge asserted in connection with an audit of ANZ, ANZ UK Sub, any of ANZ’ssubsidiaries or the trust, or a threatened challenge asserted in writing against any other taxpayer thathas raised capital through the issuance of securities that are substantially similar to the notes, the ANZpreference shares, the units or the trust securities,

which amendment or change is adopted or which proposed change, decision or pronouncement is announcedor which action, clarification or challenge occurs on or after the date of this Offering Circular (collectivelya “tax action”), which tax action relates to either of the items described in (1) or (2) below, and that followingthe occurrence of any tax action there is more than an insubstantial risk that:

(1) the trust is, or will be, subject to U.S. federal income tax with respect to income accrued or receivedon or with respect to the units; or

(2) the trust is, or will be, subject to more than a minimal amount of other taxes, assessments or othergovernmental charges.

“Trust investment company event” means that ANZ US Sub has received an opinion of nationally recognisedindependent legal counsel in the United States experienced in these matters to the effect that, as a result ofthe occurrence on or after the date of this Offering Circular of a change in law or regulation or a change ininterpretation or application of law or regulation by any legislative body, court, governmental agency orregulatory authority, there is more than an insubstantial risk that the trust is or will be considered aninvestment company which is required to be registered under the United States Investment Company Act of1940, as amended (the “Investment Company Act”).

If the units are distributed to holders of the trust securities following a trust special event, ANZ willendeavour to make the units eligible to be held directly or indirectly through Euroclear and Clearstream,Luxembourg. ANZ cannot ensure that it will be able to make the units eligible to be held through Euroclearand Clearstream, Luxembourg, in which case each ANZ preference share and A1,000 principal amount ofnotes comprising a unit will be distributed in certificated form.

Withdrawal of the Units

Any beneficial owner of trust securities may withdraw all, but not less than all, of the units represented bysuch trust securities by providing a written notice to the property trustee, with evidence of beneficialownership in form satisfactory to the property trustee and, prior to termination of the period of 40consecutive days beginning on and including the later of the day on which the Managers advise the registrarand transfer agent in writing that the trust securities were first offered to persons other than distributors (asdefined in Regulation S under the Securities Act) in reliance on that regulation and the issue date, evidencein form satisfactory to the property trustee that it is not a U.S. person and by providing to ANZ and ANZ UKSub such documents or information as ANZ or ANZ UK Sub may request for tax reporting purposes. Theholder’s notice will also be deemed to be such beneficial owner’s agreement to be subject to the terms ofissue of the ANZ preference shares and the notes comprising the units.

Within a reasonable period after such a request has been properly made, the property trustee must instructthe Common Depositary to reduce the trust securities represented by the global certificate by thecorresponding amount of units to be so withdrawn by the withdrawing owner. ANZ and ANZ UK Sub will

29

issue to the withdrawing owner a certificate representing the amount of the units withdrawn, and the propertytrustee will reduce the amount of the trust securities represented by the global certificate accordingly. In thiscase, ANZ will not endeavour to make the units eligible for trading on Euroclear and Clearstream,Luxembourg and the notes and the ANZ preference shares comprising units will be issued only incertificated fully-registered form and will not be eligible to be held through, Euroclear or Clearstream,Luxembourg.

Each ANZ preference share and each note withdrawn from the trust will be “stapled” such that prior to aconversion event A1,000 aggregate principal amount of notes and one ANZ preference share may only betransferred as a single unit. See “Description of the Units—Certificated Units—Registration of Transfer andExchange and Payment.” The units will be subject to similar transfer restrictions as those applicable to thetrust securities, and the holder of the units will be deemed to agree to certain transfer restrictions as describedmore fully under “ERISA Considerations” and “Subscription and Sale”.

Upon receipt of a notice from ANZ US Sub, as sponsor, that trust securities are owned by a U.S. person anda direction from ANZ US Sub, as sponsor, to withdraw all the units corresponding to the trust securitiesowned by such U.S. person, the property trustee will withdraw, on behalf of ANZ and ANZ US Sub, suchunits and ANZ and ANZ US Sub will deliver or cause to be delivered to such U.S. person the certificatedANZ preference shares and the principal amount of notes comprising such units in accordance with theprovisions of the declaration.

Any holder of units may redeposit withdrawn units by delivering to the property trustee the certificates forthe units to be deposited, which are (i) if required by the property trustee, properly endorsed or accompaniedby a properly executed instrument of transfer or endorsement in form satisfactory to the property trustee andin compliance with the terms of the notes, the indenture and the ANZ preference shares and (ii) accompaniedby all such certifications as may be required by the property trustee in its sole discretion and in accordancewith the provisions of the declaration. Within a reasonable period after such deposit is properly made, theproperty trustee will instruct the Common Depositary to increase the amount of the trust securitiesrepresented by the global certificate accordingly.

Voting Rights

Holders of Trust Securities

Upon receiving notice of any meeting at which the holders of notes or ANZ preference shares are entitled tovote, the property trustee will, as soon as practicable, provide notice of the same to the holders of trustsecurities. ANZ or ANZ UK Sub, as the case may be, will provide the form of notice to the property trusteeto be forwarded to the holders of trust securities. The notice will contain:

• all the information that is contained in the notice announcing the meeting of the holders of the notesor ANZ preference shares;

• a statement that the holders of trust securities will be entitled, subject to any applicable provision oflaw, to direct the property trustee specifically as to the exercise of the voting rights pertaining to theaggregate principal amount of notes or number of ANZ preference shares, as the case may be,represented by their respective trust securities; and

• a brief description of the manner in which the holders may give such specific directions.

If the property trustee receives a written direction from a holder of trust securities on or prior to theapplicable record date, the property trustee will vote, or cause to be voted, the amount of notes or ANZpreference shares, as the case may be, represented by such trust securities in accordance with the instructionsset forth in the direction. If the property trustee does not receive specific instructions from the holder of anytrust securities, the property trustee will abstain from voting the notes or ANZ preference shares, as the casemay be, represented by those trust securities.

The holders of a majority of the trust securities may, by vote, on behalf of the holders of all of the trustsecurities, waive any past default in respect of the trust securities and its consequences; provided that, if the

30

underlying event of default is also a default in respect of the notes or ANZ preference shares comprising theunits and:

• is not waivable under the indenture, the notes or the terms of issue, the default under the declarationshall also not be waivable; or

• requires the consent or vote of the holders of more than 50% of the aggregate principal amount ofnotes then outstanding or of the holders of more than 50% of the ANZ preference shares thenoutstanding to be waived under the indenture, the notes or the terms of issue (a “super majority”), asthe case may be, the default under the declaration may only be waived by the vote of the holders ofat least the relevant super majority of the then outstanding trust securities.

Upon such waiver, any such default shall cease to exist, and any default with respect to the trust securitiesarising therefrom shall be deemed to have been cured, for every purpose of the declaration, but no suchwaiver shall extend to any subsequent or other default with respect to the trust securities or impair any rightconsequent thereon.

ANZ US Sub, ANZ and the property trustee may, without the consent of the holders of the trust securities,enter into one or more agreements supplemental to the declaration, in form satisfactory to the propertytrustee, for any of the following purposes:

• to evidence the succession of another partnership, corporation or other entity to ANZ US Sub and theassumption by any such successor of the covenants of ANZ US Sub under the declaration;

• to add to the covenants of ANZ US Sub for the benefit of the holders of the trust securities, or tosurrender any right or power herein conferred upon ANZ US Sub;

• to correct or supplement any provision of the declaration which may be defective or inconsistent withany other provision therein;

• to make any other provisions with respect to matters or questions arising under the declaration,provided that any such action does not adversely affect the interests of the holders of the trustsecurities; or

• to cure any ambiguity or correct any mistake.

Any other amendment or agreement supplemental to the declaration must be in writing and approved byholders of 662⁄3% of the then outstanding trust securities; provided that no amendment may be made to theconversion, repurchase and redemption provisions, payment provisions, distribution rights or rights towithdraw units from or redeposit units with the trust without the consent of each holder of trust securitiesaffected thereby. Notwithstanding the foregoing, no amendment or agreement supplemental to thedeclaration may be entered into unless the property trustee has obtained an opinion of independent UnitedStates tax counsel to the effect that the trust will not, as a result of such action, fail to be classified as agrantor trust for U.S. federal income tax purposes.

Holders of Units

If at any time holders of units are entitled to vote in respect of the notes or ANZ preference shares comprisingthe units, the property trustee will:

• notify the holders of trust securities of such right;

• request specific direction from each holder of trust securities as to the vote with respect to notes orANZ preference shares comprising the units represented by such trust securities, and

• vote the relevant notes or ANZ preference shares, as the case may be, only in accordance with suchspecific direction.

31

Rights of Action of the Trust Securities Holders

A holder of trust securities has the right to bring a direct action against ANZ UK Sub, ANZ London Branch,an entity appointed by ANZ to repurchase units and/or ANZ if they do not perform their respective paymentobligations under or with respect to the notes, the guarantee or the conversion and repurchase agreement. Tothe extent such claim is a claim against ANZ London Branch or ANZ, such claim will, in effect, rank equallywith the claims of holders of the ANZ preference shares. See “Description of the Notes and the Guarantee—Enforcement of Certain Rights by Holders of Trust Securities”.

In addition, the holders of a majority of the trust securities will have the right to direct the time, method andplace of conducting any enforcement action for any remedy available to the property trustee with respect tothe notes, the indenture, the guarantee, the ANZ preference shares and the conversion and repurchaseagreement, and to direct the exercise of any trust or power conferred upon the property trustee under thedeclaration, including the right to direct the property trustee to exercise the remedies available to it under thenotes, the indenture, the guarantee, the ANZ preference shares and the conversion and repurchase agreementas the holder of the units and consent or refuse to consent to any amendment, modification or termination ofthe notes, the indenture, the guarantee, the ANZ preference shares or the conversion and repurchaseagreement, where such consent is required or requested. However, where consent or action under the notes,the indenture, the guarantee, the ANZ preference shares or the conversion and repurchase agreement requiresthe consent of the holders of more than a majority of the holders of the ANZ preference shares or notes, onlyholders of a corresponding percentage of trust securities may direct the property trustee to give such consentor take such action on behalf of the trust. However, the property trustee will be under no obligation to takeany of the actions described above unless the property trustee has obtained an opinion of independent UnitedStates tax counsel to the effect that after such action, the trust will not fail to be classified as a grantor trustfor U.S. federal income tax purposes.

Termination of the Declaration

The declaration will terminate upon the earliest to occur of the redemption of all of the trust securitiesfollowing the occurrence of a conversion event relating to all trust securities, redemption or repurchase ofall the units, withdrawal of all the units from the trust as described under “—Withdrawal of the Units”, ordissolution of the trust and distribution of the units following a trust special event as described under “—Distribution of Units Upon Occurrence of Trust Special Event”.

Registration of Transfer and Exchange

General

The trust securities will be represented by one or more global certificates registered in the name of theNominee, as nominee of the Common Depositary for Euroclear and Clearstream, Luxembourg. Euroclear orClearstream, Luxembourg will credit each subscriber with the number of trust securities equal to that numberfor which such subscriber has subscribed and paid.

Subject to the restrictions on transfer contained in the declaration, and as described below, and the limitationsapplicable to global certificates, trust securities may be presented for exchange for other trust securities ofany authorised denominations and of a like tenor and aggregate liquidation amount or for registration oftransfer by the holder or its attorney duly authorised in writing and, if so required by ANZ US Sub, assponsor of the trust, or the property trustee or any transfer agent designated by ANZ US Sub, with the formof transfer thereon duly endorsed or accompanied by a written instrument of transfer in a form satisfactoryto ANZ US Sub, as sponsor of the trust, or the property trustee duly executed, at the office of the propertytrustee or at the office of such transfer agent or substitute transfer agent designated by ANZ US Sub for suchpurpose. No service charge will be made for any exchange or registration of transfer of trust securities, butANZ US Sub, as sponsor of the trust, or the property trustee or the registrar and transfer agent shall require,prior to registration, payment (or the giving of an indemnity as it may require) of a sum by the holder of atrust security sufficient to cover any tax or other governmental charge payable in connection therewith.

32

A transfer or exchange will be effected upon the property trustee or transfer agent, as the case may be, beingsatisfied with the documents of title and identity of the person making the request. The transfer agent maydecline to accept any request for an exchange or registration of transfer of any trust security after such trustsecurity has been called for redemption. ANZ US Sub, as sponsor of the trust, may at any time designateadditional transfer agents or rescind the designation of any transfer agent or approve a change in the officethrough which any transfer agent acts.

Euroclear and Clearstream, Luxembourg

Euroclear and Clearstream, Luxembourg will hold omnibus positions on behalf of their participants throughcustomers’ securities accounts in Euroclear’s and Clearstream, Luxembourg’s names on the books of theirrespective system depositaries which in turn will hold the positions in customers’ securities accounts in thesystem depositaries’ names on the books of the Common Depositary.

Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a trustsecurity represented by a global certificate must look solely to Euroclear or Clearstream, Luxembourg, asthe case may be, for its share of each payment made by the trust to the holder of the global certificate, andin relation to all other rights arising under the trust securities represented by the global certificate, subject toand in accordance with the respective rules and procedures of Euroclear or Clearstream, Luxembourg, as thecase may be. Such persons shall have no claim directly against the trust in respect of payments due on thetrust securities for so long as the trust securities are represented by a global certificate and such obligationsof the trust will be discharged by payment to the holder of the global certificate in respect of each amountso paid.

Payment

Payments of cash and any distribution of ANZ preference shares in respect of the trust securities representedby the global certificates will be made to the Nominee, as nominee of the Common Depositary for Euroclearand Clearstream, Luxembourg, which will credit the relevant accounts on the scheduled payment dates. Thepaying agent will be permitted to resign as paying agent upon 30 days’ written notice to ANZ US Sub, assponsor of the trust. In the event that The Bank of New York is no longer the paying agent, ANZ will appointa successor to act as paying agent, which will be a bank or trust company.

Registrar, Transfer Agent and Paying Agent

The Bank of New York will act as registrar, transfer agent and paying agent for the trust securities.

Deutsche Bank Luxembourg S.A. will act as paying and transfer agent in Luxembourg for the trustsecurities.

Registration of transfers of the trust securities will be effected without charge by or on behalf of the trust,but upon payment and with the giving of any indemnity as the trust or ANZ may require, in respect of anytax or other government charges that may be imposed in relation to it.

The trust will not be required to register or cause to be registered the transfer of any trust security after suchtrust security has been called for redemption.

Information Concerning the Property Trustee

The Bank of New York is the property trustee. The property trustee is required to perform only those dutiesthat are specifically set forth in the declaration, except when a default has occurred and is continuing withrespect to the trust securities of which an officer of the property trustee has actual knowledge. After a default,the property trustee must exercise the same degree of care a prudent person would exercise under thecircumstances in the conduct of his or her own affairs. Subject to these requirements, the property trustee isunder no obligation to exercise any of the powers vested in it by the declaration at the request of any holderof trust securities, unless the holder offers the property trustee reasonable indemnity against the costs,expenses and liabilities that might be incurred by exercising those powers.

33

34

Resignation and Removal of a Trustee

Each trustee of the trust will be a bank (as defined in Section 581 of the Code) that is a United States personwithin the meaning of Section 7701(a)(30) of the Code and one of such trustees will at all times have itsprincipal place of business in the State of Delaware and a combined capital and surplus of at leastUS$50,000,000. If a trustee ceases to be eligible, it must resign. Each of the property trustee and theDelaware trustee may resign as trustee under the declaration at any time by giving notice of its resignationto ANZ US Sub. Either trustee may be removed by ANZ US Sub at any time by notice of such removaldelivered to such trustee and holders of the trust securities will have no right to appoint or remove the trustee.Any resignation or removal of a trustee will take effect upon the appointment of a qualified successor trusteeand the successor’s acceptance of such appointment. If a trustee shall resign or be removed, ANZ US Subshall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, appointa successor trustee, which shall be a person eligible to be a trustee as described in this paragraph.

Expenses of the Trust

All charges or expenses of the trust, including the charges and expenses of the property trustee and theDelaware trustee, will be paid by ANZ, except that, if either trustee incurs fees, charges or expenses, forwhich it is not otherwise liable under the declaration at the request of a holder of trust securities or any otherperson, such holder or other person will be liable for such fees, charges and expenses.

Governing Law

The declaration and the trust securities will be governed by, and construed in accordance with, the laws ofthe State of Delaware.

No Set-Off

A person claiming under or in connection with the declaration may not exercise or seek to exercise or takeany proceedings for the exercising of any right of set-off or counter claim against ANZ, ANZ UK Sub or thetrust in respect of any claim by ANZ, ANZ UK Sub or the trust against that person.

DESCRIPTION OF THE UNITS

General

Each unit will consist of an ANZ preference share, liquidation preference A1,000, and A1,000 principalamount of notes. Holders of the units will be entitled to the respective rights granted to holders of ANZpreference shares and to holders of notes in respect of those securities. The units will be subject in allrespects to the terms and provisions of the conversion and repurchase agreement. See “Description of theConversion and Repurchase Agreement”. The terms of the ANZ preference shares, the indenture and thenotes provide that the ANZ preference shares and the notes may only be traded as a unit and cannot be tradedseparately prior to the occurrence of a conversion event with respect thereto.

The units will be deposited with the property trustee by the Managers upon purchase by the Managers of thenotes from ANZ UK Sub and the ANZ preference shares from ANZ. Upon such deposit, the trust securitieswill be issued to the Managers in exchange for the units. The trust securities will be issued in the form ofone or more global certificates and will be deposited with the Common Depositary. Holders of trustsecurities will be entitled to withdraw the units from the trust. Any units withdrawn from the trust will beissued in certificated form only. Holders of units which have been withdrawn from the trust may redepositthe units with the property trustee in exchange for trust securities in book-entry form. See “Description ofthe Trust Securities—Withdrawal of the Units”.

Upon the occurrence of a conversion event with respect to a unit other than the repurchase of the unit asdescribed below, notes comprising a component of such unit will be deemed to have been transferred to, andall rights and interest to future payments on the notes will immediately vest in, ANZ Paris Branch pursuantto the terms of the assignment and the holder of such unit will be entitled to retain the ANZ preference sharecomprising a component of such unit or to receive the cash payable in respect of the ANZ preference shares.See “Description of the Conversion and Repurchase Agreement”.

Prior to a conversion event, units are subject to repurchase by an entity nominated by ANZ as describedunder “Description of the Conversion and Repurchase Agreement – Repurchase”. Upon the repurchase byan entity nominated by ANZ of any units, the notes and ANZ preference shares comprising the componentsof those units will be deemed to have been transferred to and all rights and interest to future payments onthose notes and ANZ preference shares will immediately vest in, that entity, pursuant to the terms of theprovisions of the Conversion and Repurchase Agreement, the notes and the ANZ preference shares. Failureby an entity nominated by ANZ to repurchase units following a call for repurchase by it constitutes aconversion event which will apply to all outstanding units. In respect of those units which were called forrepurchase it will be a conversion event pursuant to which cash is payable.

The units may be distributed to holders of trust securities following the occurrence of a trust special event.See “Description of the Trust Securities—Distribution of Units Upon Occurrence of Trust Special Event”. Ifthe units are distributed to holders of the trust securities following a trust special event, ANZ will endeavourto make the units eligible to be held through Euroclear and Clearstream, Luxembourg in the mannerapplicable to the trust securities. See “Description of the Trust Securities—Registration of Transfer andExchange—Euroclear and Clearstream, Luxembourg”. ANZ cannot ensure that it will be able to make theunits eligible to be held through Euroclear and Clearstream, Luxembourg, in which case each ANZpreference share and A1,000 principal amount of notes comprising a unit will be distributed in certificatedform.

Any units withdrawn or distributed from the trust will be subject to the restrictions on transfer applicable tothe trust securities. See “ERISA Considerations” and “Subscription and Sale”.

Certificated Units; Registration of Transfer and Exchange and Payment

The notes and ANZ preference shares comprising units withdrawn from the trust, other than units distributedfollowing a trust special event, will be issued in certificated form only. Certificated units may be transferredin any whole-number multiples of A1,000 by surrendering the definitive note and ANZ preference sharecertificates together with the forms of transfer endorsed on such securities, duly completed and executed at

35

the office of the transfer agent. The initial transfer agent will be The Bank of New York. If only part of adefinitive unit is transferred, new definitive notes and ANZ preference share certificates representing theunits that are not transferred will be issued to the transferor within three business days after the transfer agentreceives the definitive notes and the ANZ preference share certificates. The new notes and certificatesrepresenting the units that were not transferred will be delivered to the transferor by uninsured mail at therisk of the transferor, to the address of the transferor that appears in the records of ANZ and ANZ UK Sub.The new notes and certificates representing the units that were transferred will be sent to the transfereewithin three business days after the transfer agent receives the notes and certificates so transferred, byuninsured mail at the risk of the holder entitled to the units represented by the certificates, to the addressspecified in the form of transfer.

Registration of transfers of definitive units will be made without charge, but the transferor must pay any taxor other governmental charges that may be imposed in relation to the transfer, together with any indemnitythat ANZ, ANZ UK Sub or the transfer agent may require.

ANZ will not be required to register, or cause others to register, the transfer of units after the ANZ preferenceshares have been called for redemption.

All transfers of definitive units and entries must be made, by virtue of the notes component of the units, asprovided in the indenture.

Distribution and redemption payments in respect of the units will be made by check mailed to the addressof the holder entitled to receive the payment, as the address appears in the register of ANZ and ANZ UKSub. Payments of the redemption price on the ANZ preference shares will be made upon surrender of theANZ preference share certificates and notes at the specified office of the paying agent. ANZ and ANZ UKSub will maintain a paying agent with respect to the units which will initially be The Bank of New York. Thepaying agent will be permitted to resign as paying agent upon 30 days’ written notice to ANZ and ANZ UKSub. If The Bank of New York resigns as paying agent, ANZ and ANZ UK Sub will appoint another bankor trust company to act as paying agent.

36

DESCRIPTION OF THE ANZ PREFERENCE SHARES

Set forth below is a summary of certain material information concerning the ANZ preference shares. Thissummary is not complete and is subject in all respects to the provisions of, and is qualified in its entirety byreference to, our constitution and the terms of issue of the ANZ preference shares.

General

Our constitution is comparable to the memorandum and articles of association of a company incorporated inEngland. Under our constitution, our board of directors is authorised to issue preference shares with suchrights attending to them as the board of directors determines prior to issue. Our board of directors may alsoissue redeemable preference shares.

Our board of directors has authorised the creation and issue of the ANZ preference shares, which constitutea class of our preference shares. As of the date of this Offering Circular, we have outstanding 10 million fullypaid ANZ preference shares, liquidation preference A$100 per share, that constitute a component of our ANZStEPS, and 1.1 million fully paid ANZ preference shares, liquidation preference US$1,000 per share, thatconstitute a component of our 2003 Trust Securities. We may authorise additional issues of preference sharesin the future, provided that we may only issue preference shares that rank senior to the ANZ preferenceshares with approval by a special resolution passed at a separate meeting of holders of the ANZ preferenceshares then on issue or the written consent of holders of at least 75% of the ANZ preference shares then onissue. A “special resolution” is a resolution that is passed by at least 75% of the votes cast by shareholdersentitled to vote on the resolution.

Each ANZ preference share is being issued at an issue price equal to A1,000. Upon issue, each ANZpreference share will be fully paid. Payments, if any, of dividends and redemption amounts on ourliquidation with respect to the ANZ preference shares will be payable in euros but may, in certaincircumstances, be payable in Australian dollars.

The ANZ preference shares will be redeemable or subject to repayment in our absolute discretion in thecircumstances described below under “—Redemption” and “—Repurchase”. The ANZ preference shareswill have the dividend, voting, liquidation and other rights described below.

Except as described in this Offering Circular, a holder of ANZ preference shares will have no further rightto participate in our profits or surplus assets. Additionally, the holder will have no right to participate in ourdividend plan or in any other new issues of securities issued by us to holders of our ordinary shares.

In the event that ANZ preference shares are delivered to investors following a conversion event, ANZ willendeavour to list the ANZ preference shares on the ASX, the Luxembourg Stock Exchange or the LondonStock Exchange.

Dividend Rights

Prior to a conversion event with respect thereto, no ANZ preference shares will accrue or pay dividends untilthe 15 December, 2014 distribution payment date. From and including the 15 December, 2014 distributionpayment date, ANZ preference shares that have not been subject to a conversion event will automaticallybegin to accrue non-cumulative dividends at an annual rate, calculated quarterly, of 1% of the liquidationpreference of A1,000 per share. Upon the occurrence of a conversion event (other than in the case of arepurchase of units), the ANZ preference shares to which such conversion event relates will automaticallybegin to accrue (in lieu of such 1% dividend if then applicable) non-cumulative dividends at an annual rate,calculated quarterly, of 0.66% over 3-month EURIBOR for any dividend on or before the 15 December,2014 dividend payment date and 1.66% over 3-month EURIBOR for any dividend thereafter of theliquidation preference of A1,000 per share from and including the last distribution payment date for the units(and therefore the trust securities) before the date on which such conversion event occurs or, if suchconversion event occurs on a distribution payment date, from and including that date. The dividend paymentdates for the ANZ preference shares will be the same days of the year as the distribution payment dates onthe units and the trust securities (i.e., generally 15 March, 15 June, 15 September and 15 December of each

37

year) after the 15 December, 2014 distribution payment date or after the date on which such conversion eventrelating to such ANZ preference share occurs, as the case may be. If any dividend payment date wouldotherwise fall on a day which is not a business day, it shall be postponed to the next day which is a businessday unless it would thereby fall into the next calendar month, in which event the dividend payment date shallbe the immediately preceding business day. The amount of dividends payable for any dividend paymentperiod will be computed on the basis of a 360-day year and the actual days elapsed in the payment period.Each period from and including the immediately preceding dividend payment date or, if it is the firstdividend payment date, from and including, if a conversion event (other than in the case of a repurchase ofunits) has occurred, the last distribution payment date immediately prior to the conversion event or if theconversion event occurs on a distribution payment date that date, or if a conversion event has not occurred,the 15 December, 2014 distribution payment date, as the case may be, to but excluding the next dividendpayment date is a “dividend payment period”.

3-month EURIBOR will be calculated in the same manner for the ANZ preference shares as for the notes.See “Description of the Notes and the Guarantee–Interest.”

We will pay a dividend in respect of an ANZ preference share to the holder of such ANZ preference shareon the applicable record date, which shall be the business day prior to the dividend payment date for suchdividend or in the case of an optional dividend, the date of payment for the optional dividend.

Unless otherwise agreed with the holders of the ANZ preference shares, we will pay a dividend by mailinga check to the registered address of such holder of the ANZ preference shares or, at our election, by wiretransfer. If we mail a check in connection with a dividend payment on the ANZ preference shares on or priorto the dividend payment date, the dividend will be regarded as having been paid on the dividend paymentdate.

Dividends on the ANZ preference shares will be non-cumulative. This means that, if our board of directorsdoes not declare and pay a dividend or any part of a dividend on or within seven business days after anydividend payment date, then the holder will have no claim in respect of such non-payment, and we will haveno obligation to pay the dividend or any part of the dividend accrued for the dividend payment period endingon that dividend payment date (or to pay any interest on it), whether or not we pay any dividends on the ANZpreference shares in the future.

Conversion Events

The conversion event, with respect to an ANZ preference share, will be the earliest occurrence of any of thefollowing dates or events:

• any date ANZ or ANZ Paris Branch selects in its absolute discretion, which such conversion eventwill apply to all outstanding ANZ preference shares;

• the business day prior to 15 December, 2053, which such conversion event will apply to alloutstanding ANZ preference shares;

• the date on which the ANZ preference share is to be redeemed or the date on which the unit of whichthe ANZ preference share comprises a part is to be repurchased in accordance with its terms, whichsuch conversion event will only apply to the particular ANZ preference shares to be redeemed or theANZ preference shares which comprise part of the units to be repurchased;

• any of the units, and therefore the trust securities, fail for any reason to pay in full a distribution onor within seven business days after it is due, which such conversion event shall apply to alloutstanding ANZ preference shares;

• neither ANZ UK Sub nor ANZ London Branch as guarantor has paid in full any interest payment onthe notes on or within seven business days after the interest payment date therefor, whether or not dueto the existence of an APRA condition, which such conversion event will apply to all outstandingANZ preference shares;

38

• ANZ has not paid in full a dividend on the ANZ preference shares on or within seven business daysafter the dividend payment date therefor, whether or not due to the existence of an APRA condition,which such conversion event will apply to all outstanding ANZ preference shares;

• any date set for the redemption of any ANZ preference share if (i) the property trustee has insufficientfunds on deposit to redeem all of the ANZ preference shares called for redemption which comprisepart of the units in the trust or (ii) a holder of a unit which has been withdrawn from the trust andwhich is comprised of an ANZ preference share which is called for redemption on that redemptiondate is not paid the redemption price on that redemption date, which such conversion event will applyto all outstanding ANZ preference shares;

• any date set for the repurchase of units by an entity nominated by ANZ if (i) the property trustee hasinsufficient funds on deposit to repurchase all of the units in the trust which are due to be repurchasedon that repurchase date or (ii) a holder of a unit which has been withdrawn from the trust and whichis due to be repurchased on that repurchase date is not paid the repurchase price on that repurchasedate, which such conversion event will apply to all outstanding ANZ preference shares;

• certain events required by APRA, each of which shall constitute a conversion event that applies to alloutstanding ANZ preference shares, including:

(1) APRA determines in writing that ANZ has a Tier 1 capital ratio of less than 5% (or such otherpercentage as required from time to time by APRA) or a total risk-based capital ratio of lessthan 8% (or such other percentage as required from time to time by APRA);

(2) APRA issues a written directive to ANZ under section 11CA of the Banking Act 1959 ofAustralia for ANZ to increase its capital, unless APRA otherwise approves;

(3) APRA appoints a statutory manager to ANZ or assumes control of ANZ under Australianbanking law or proceedings are commenced for the winding-up of ANZ;

(4) the retained earnings of ANZ fall below zero, unless APRA determines otherwise; or

• an event of default under the notes, which such conversion event will apply to all outstanding ANZpreference shares.

Ranking

The ANZ preference shares will rank with respect to dividends (i) senior to our ordinary shares and ourpreference shares and other instruments and securities that by their terms rank junior to our most seniorpreference shares on issue as of the date of this Offering Circular, (ii) equally among themselves and witheach of our most senior preferences shares on issue as of the date of this Offering Circular, and all othersecurities and instruments that we have issued or may issue that by their terms rank equally therewith withrespect to priority of payments of dividends, distributions or similar payments, otherwise than in a winding-up, and (iii) junior to any securities or instruments that rank senior to the ANZ preference shares and to allour debts and liabilities to our depositors and all other creditors, other than indebtedness that by its termsranks equally with or junior to the ANZ preference shares.

If we are wound-up, the ANZ preference shares will rank (i) senior to our ordinary shares and our preferenceshares and other instruments and securities that by their terms rank junior to our most senior preferenceshares on issue as of the date of this Offering Circular, (ii) equally among themselves and with each of ourmost senior preference shares on issue as of the date of this Offering Circular and all other securities andinstruments that we have issued or may issue that by their terms rank equally therewith with respect topriority of payments in a winding-up, and (iii) junior to any securities or instruments that rank senior to theANZ preference shares and to all of our debts and liabilities to our depositors and all other creditors, otherthan indebtedness that by its terms ranks equally with or junior to the ANZ preference shares, in each case,in a winding-up.

39

The ANZ preference shares will rank equally with respect to dividends and in our winding-up with thepreference share components of our ANZ StEPS and 2003 Trust Securities currently on issue.

Restrictions on Certain Payments

If:

• we fail to pay in full on any dividend payment date the accrued dividends for the most recent dividendpayment period; or

• a conversion event occurs because (i) the units, and therefore the trust securities, fail to pay in full adistribution on or within seven business days of a distribution payment date in respect of thedistribution period ended immediately prior to that distribution payment date or (ii) the redemptionprice, in respect of the ANZ preference shares called for redemption, or the repurchase price, inrespect of the units called for repurchase, in either case, is not paid in full on such redemption orrepurchase date,

then, unless the holders of a majority in liquidation preference of the ANZ preference shares otherwiseconsent, we may not:

• declare or pay any dividends or distribution on any other of our shares or other instruments orsecurities that by their terms rank equally with or junior to the ANZ preference shares with respect todividends, other than proportionate payments on the ANZ preference shares and shares and otherinstruments and securities that rank equally with the ANZ preference shares with respect to dividends,or set aside any sum for the payment thereof; or

• repurchase, redeem or otherwise acquire for value legal or beneficial ownership of any other of ourshares or other instruments or securities that by their terms rank equally with or junior to the ANZpreference shares for a return of capital in a winding-up, other than proportionate payments on orrepurchase of the ANZ preference shares and other instruments and securities that rank equally withthe ANZ preference shares for a return of capital in a winding-up, or set aside any sum or establish asinking fund for such purpose,

unless and until, (A) in the case of any non-payment of a dividend, we have paid in full (i) that dividendwithin seven business days after that dividend payment date, (ii) an optional dividend as described belowunder “Restrictions on Certain Payments—Optional Dividend” or (iii) four consecutive quarterly dividendpayments on the ANZ preference shares, (B) in the case of a conversion event resulting from any non-payment of a distribution on the units and therefore the trust securities, we have paid in full (i) fourconsecutive quarterly dividend payments on the ANZ preference shares or (ii) an optional dividend asdescribed below under “Restriction on Certain Payments—Optional Dividend” and (C) in the case of anynon-payment of the redemption price payable with respect to ANZ preference shares or the repurchase pricepayable with respect to units and therefore the trust securities, such redemption or repurchase price has beenpaid in full. However, the foregoing restrictions do not apply to:

• repurchases (including buy-backs), redemptions or other acquisitions of our shares in connection with(1) any employment contract, employee share scheme, benefit plan or other similar arrangement withor for the benefit of any one or more employees, officers, directors or consultants of ANZ or any entitywe control, (2) a dividend reinvestment plan or shareholder share purchase plan, or (3) the issuanceof our shares, or securities convertible into or exercisable for such shares, as consideration in anacquisition transaction entered into prior to such occurrence;

• an exchange, redemption or conversion of any class or series of our shares, or any shares of asubsidiary of ours, for any class or series of our shares, or of any class or series of our indebtednessfor any class or series of our shares;

• the purchase of fractional interests in our shares under the conversion or exchange provisions of theshares or the security being converted or exchanged;

40

• any payment or declaration of a dividend in connection with any shareholder’s rights plan, or theissuance of rights, shares or other property under any shareholder’s rights plan, or the redemption orrepurchase of rights pursuant to the plan; or

• any dividend in the form of shares, warrants, options or other rights where the dividend shares or theshares issuable upon exercise of such warrants, options or other rights are the same class or series ofshares as those on which the dividend is being paid or rank equal or junior to those shares.

The terms of issue of the ANZ preference shares do not prohibit us or an entity we control from purchasingour shares (or an interest therein) in connection with transactions for the account of our customers orcustomers of entities we control or in connection with the distribution or trading of our shares in the ordinarycourse of business.

Optional Dividend

Subject to APRA’s prior approval, we may pay an optional dividend where there has been a failure of theunits, and therefore the trust securities, to pay in full a distribution. If the optional dividend is paid on orwithin 21 business days of the conversion event resulting from the failure of the units, and therefore the trustsecurities, to pay in full a distribution, the optional dividend must equal the amount of the distribution thatthe units, and therefore the trust securities, failed to pay on that distribution payment date. If the optionaldividend is paid more than 21 business days after the conversion event, the optional dividend must equal theunpaid amount of the distributions or dividends scheduled to have been paid on the units, and therefore thetrust securities, or the ANZ preference shares during the twelve months immediately preceding the date onwhich we pay the optional dividend.

Subject to APRA’s prior approval, we may also pay an optional dividend on any date following our failureto pay in full a dividend on the ANZ preference shares on or within seven business days after a dividendpayment date. In that case, the optional dividend must equal the unpaid amount of the distributions ordividends scheduled to be paid on the units, and therefore the trust securities, or the ANZ preference sharesduring the twelve months immediately preceding the date on which we pay the optional dividend.

Additional Amounts

We will make all payments in respect of the ANZ preference shares without withholding or deduction for,or on account of, any relevant tax imposed or levied by or on behalf of Australia or any political subdivisionor authority in or of Australia, unless the withholding or deduction is required by law. In that event, we willpay, as further dividends, such additional amounts as may be necessary so that the net amount received by aholder of the ANZ preference shares, after such withholding or deduction, will equal the amount that theholder would have received in respect of the ANZ preference shares without such withholding or deduction.However, we will pay no additional amounts with respect to any ANZ preference shares:

• to the extent the additional amount (if it were a dividend) would not lawfully be able to be paid orwould not be payable for any of the reasons set out in “— Limitation on the Payment of Dividends”below, because there are insufficient distributable profits, having regard to dividends payable to theother holders of ANZ preference shares, applicable law and any requirements of APRA;

• to the extent that the relevant tax is imposed or levied by virtue of the holder, or the beneficial owner,of the ANZ preference shares having some connection with (whether present, past or future) or beingor having been engaged in any activity, trade or business in Australia, or any political subdivision orauthority in or of Australia, other than being a holder, or the beneficial owner, of the ANZ preferenceshares;

• to the extent that the relevant tax is imposed or levied by virtue of the holder, or the beneficial owner,of the ANZ preference shares not complying with any statutory requirements or not having made adeclaration of non-residence in, or other lack of connection with, Australia, or any politicalsubdivision or authority in or of Australia, or any similar claim for exemption, if we or our agent hasprovided the holder, or the beneficial owner, of the ANZ preference shares with at least 60 days’ prior

41

written notice of an opportunity to comply with such statutory requirements or make a declaration orclaim; or

• to the extent that the payee is an Australian resident, if it has not provided its “tax file number”, itsAustralian business number or evidence that a relevant exemption applies.

Limitation on the Payment of Dividends

The payment of dividends is subject to the directors in their sole discretion resolving to pay a dividend onthe ANZ preference shares on the relevant dividend payment date. Payment of dividends is also subject tothere being no APRA condition existing on the dividend payment date (unless it ceases within seven businessdays of that date). See “Interest and Dividend Payments Tests”.

Payments of dividends may also be restricted by the terms of some of our outstanding securities and otherfactors. See “Risk Factors – Risks Related to the Securities”.

Under Australian law, dividends may only be paid out of the profits of a company that are legally availablefor distribution. In addition, under the requirements of APRA, each dividend payment on the ANZpreference shares, together with the aggregate dividend payments made by us on any of our preferenceshares or ordinary shares in the 12 months prior to the record date for that dividend payment on the ANZpreference shares, may not exceed our distributable profits as determined under “Interest and DividendPayments Tests”, unless approved by APRA.

Rights Upon Liquidation

On our winding-up, whether voluntary or otherwise, before any distribution of surplus assets to holders ofour ordinary shares or any other class of our shares or other securities or instruments ranking junior to theANZ preference shares, the holders of the ANZ preference shares will be entitled to receive the following:

(i) a liquidation preference out of surplus assets equal to A1,000 per ANZ preference share, or if it is notpossible to pay the amount of the liquidation preference in euros, the amount in Australian dollarsequal to the liquidation preference; and

(ii) if the amount described in clause (i) above is paid in Australian dollars, an amount in Australiandollars equal to the additional amount (if any) estimated by the liquidator to be required to convert theAustralian dollar amount referred to in clause (i) above into euros equal to the liquidation preference,including but not limited to, amounts regarded by the liquidator as necessary to pay any estimatedcharges and expenses regarded by the liquidator as likely to be incurred in making that conversion.

The amount, if any, which is payable on our winding-up in Australian dollars which is equal to an amountexpressed in euros shall be calculated by applying the spot mid rate which is displayed on the Reuters pagedesignated WMRSPOT40 (or any page which replaces that page) at 12:00 p.m. (London time) on the dateof payment of the amount in Australian dollars or, if that day is not a business day, on the business dayimmediately preceding the date of payment or, if that rate ceases to be available, the average of the ratesquoted to the liquidator of ANZ by at least three banks selected by the liquidator for the purchase by theliquidator of euros with Australian dollars.

A holder of ANZ preference shares will have no further or other right to participate in our assets or a returnof capital in our winding-up.

If, upon a return of share capital on a winding-up of ANZ, there are insufficient funds to pay in full theamounts referred to above and the amounts payable in respect of any other shares, securities or instrumentsin ANZ ranking as to such distribution equally with the ANZ preference shares on a winding-up of ANZ,holders of the ANZ preference shares and the holders of any such other shares, securities or instruments willshare in any distribution of assets of ANZ in proportion to the amounts to which they respectively areentitled.

42

Redemption

We have the right, after receipt of the prior written approval of APRA, if approval is then required, toredeem, buy-back or undertake a reduction of capital in respect of, the ANZ preference shares, or anycombination thereof, (collectively “redeem”, and each of “redemption” and “redemption price” has acorollary meaning unless the context otherwise requires) for cash:

• before the 15 December, 2014 distribution payment date, in whole only, upon the occurrence andcontinuance of an ANZ tax event or an ANZ regulatory event (each as defined below and each an“ANZ special event”);

• on or after the 15 December, 2014 distribution payment date, in whole or in part on one or moreoccasions at any time; or

• at any time after the relevant ANZ preference shares have been repurchased by an entity nominatedby ANZ in accordance with the conversion and repurchase agreement (see — “Repurchase” below).

If ANZ decides to redeem the ANZ preference shares, the redemption price of each ANZ preference shareredeemed will be equal to the par redemption price plus any accrued and unpaid dividend for the then currentdividend payment period on such ANZ preference share to the date of redemption or, if the date ofredemption is a dividend payment date, the immediately preceding dividend payment period (calculated asif the date of redemption were a dividend payment date).

The right of ANZ to redeem the ANZ preference shares due to an ANZ special event is subject to thecondition that, if there is available to ANZ the opportunity to eliminate such event by substituting anotherobligor for ANZ UK Sub under the notes or taking some ministerial action, such as filing a form or makingan election, or pursuing some other similar reasonable measure that in each case in the absolute discretionof ANZ has or will cause no adverse effect on ANZ, any of ANZ’s subsidiaries or controlled entities, the trustor the holders of the trust securities or the units and will involve no material cost to any of these parties, ANZwill pursue that measure in lieu of redemption. ANZ may not redeem any of the ANZ preference shares priorto, and any obligations of ANZ under this provision terminate upon, the expiry of the earlier of (i) 90 daysfrom the date of the ANZ special event and (ii) the date that ANZ determines in its absolute discretion thatnot redeeming the ANZ preference shares (A) has or will cause an adverse effect on ANZ, any of ANZ’ssubsidiaries or controlled entities, the trust or the holders of the trust securities or the units, or (B) willinvolve material cost to any of these parties.

“ANZ tax event” means that ANZ has received an opinion of nationally recognised independent tax counselof the relevant jurisdiction to the effect that there has been:

• with respect to ANZ or ANZ UK Sub, an amendment to or change in the laws or regulations of theUnited Kingdom or any political subdivision thereof affecting taxation (whether such amendment orchange is made by statute or any judicial decision) or any interpretation or pronouncement by thegovernment or taxing authority of or in the United Kingdom that provides for a position with respectto such laws or regulations or their application or interpretation which differs from the previouslygenerally accepted position or which differs from any specific written confirmation given by suchgovernment or taxing authority (a “UK tax action”), in each case where such UK tax action occurs onor after the date of this Offering Circular; or

• with respect to ANZ, ANZ US Sub or ANZ Paris Branch a tax action (as defined under “Descriptionof the Trust Securities—Distribution of Units upon Occurrence of a Trust Special Event”, but with thereference to ANZ US Sub being a reference to any of ANZ, ANZ US Sub or ANZ Paris Branch andthe reference to counsel in the United States being deemed to refer to the appropriate jurisdiction),

relating to any of the items described in (1) through (3) below, and that following the occurrence of such taxaction there is more than an insubstantial risk that:

(1) prior to the occurrence of a conversion event after which no trust securities remain outstanding,payments of principal, interest or any other amounts on the notes, the trust securities or the units (otherthan dividend payments on the ANZ preference shares) are or will be subject to an amount of

43

withholding or deduction in respect of any taxes, duties or other governmental charges for whichANZ, ANZ UK Sub or the trust must pay additional amounts as described in this Offering Circular;

(2) prior to the occurrence of a conversion event after which no trust securities remain outstanding, (i)ANZ, ANZ US Sub, ANZ Paris Branch or ANZ UK Sub is, or will be, subject to more than a deminimis amount of, or on account of, other taxes, assessments or other governmental charges inrelation to the notes, the indenture, the ANZ preference shares, the units, the trust securities or theconversion and repurchase agreement, (ii) there is more than a de minimis adverse change in thedeductibility for tax purposes (x) in the United Kingdom or any other jurisdiction from whichpayment is made in relation to the notes, or (y) in the United Kingdom in relation to any loan by ANZUK Sub to ANZ London Branch, except to the extent that such change relates to the application ofsection 11AA or Schedule 28AA of the Income and Corporation Taxes Act 1988 of the UnitedKingdom or any re-enactment of any of those provisions in the same form as in effect on the date ofthis Offering Circular, or (iii) interest payments on the notes or any loan by ANZ UK Sub to ANZLondon Branch or distributions on the units or the trust securities are treated as frankable distributions(as defined below); or

(3) after the occurrence of a conversion event after which no trust securities remain outstanding, theAustralian withholding tax payable on the dividends on ANZ preference shares is or will be increasedto greater than 30% of the dividends paid.

Under Australian tax law, a “frankable distribution” is a dividend paid on a share which is not a debt interest,or a distribution paid on a security which is not a share but which is classified as an equity interest forAustralian tax purposes, which in either case qualifies to confer certain tax benefits on the recipient share orsecurity holder, those tax benefits being determined in each particular case primarily by reference to theamount of Australian income tax paid by the company paying the dividend or making the distribution. Underexisting Australian tax law and regulations, distributions paid on the trust securities and interest paid on thenotes prior to the occurrence of a conversion event will not be frankable distributions under Australian taxlaw. See “Taxation—Certain Australian Tax Consequences”.

“ANZ regulatory event” means

• the introduction of, or an amendment or clarification to or change in (or announcement of aprospective introduction of, amendment or clarification to or change in) a law or regulation of theCommonwealth of Australia or any state or territory thereof or any directive, order, requirement,guideline or statement of APRA which has the effect that the trust securities, the units or ANZpreference shares do not constitute Tier 1 capital of ANZ on a level 1, level 2 or level 3 (if applicable)basis or its then equivalent;

• ANZ has received any written statement, notification or advice from APRA that the trust securities,the units or ANZ preference shares are not included in the Tier 1 capital on a level 1, level 2 or level3 (if applicable) basis, or its then equivalent, of ANZ, without deduction or adverse effect on itsregulatory capital requirements; or

• ANZ has received an opinion of nationally recognised independent legal counsel in Australiaexperienced in these matters to the effect that as a result of the occurrence on or after the date of thisOffering Circular of a change in law, regulation or prudential statement or a change in interpretationor application of law, regulation or prudential statement by any legislative body, court, governmentalagency or regulatory authority, the trust securities, the units or ANZ preference shares are not, or willnot within 90 days of such opinion be, included in the Tier 1 capital, or its then equivalent, of ANZon a level 1, level 2 or level 3 (if applicable) basis, without deduction or adverse effect on itsregulatory capital requirements.

The “par redemption price”, with respect to each ANZ preference share, will be equal to the sum of A1,000and any additional amounts as described in “Additional Amounts” above.

From and after the redemption date with respect to any ANZ preference shares, all rights of holders of theANZ preference shares called for redemption will cease except for the right to receive the applicable

44

redemption price, and such ANZ preference shares will cease to be outstanding. If ANZ improperlywithholds or refuses payment of the redemption price in respect of the ANZ preference shares when due,interest at the dividend rate applicable at the time of redemption will accrue on the redemption price fromthe date on which the cash redemption was due to the date of payment.

We must give notice of any redemption, except in the case of buy-backs on the open market, not less than30 nor more than 60 days prior to the date fixed for the redemption. We must mail the notice by first-classmail to the registered address of the holder. In the case of any partial redemption, we or our registrar willselect the ANZ preference shares for redemption in compliance with the requirements of the principalsecurities exchange or quotation system, if any, on which the ANZ preference shares are then listed orquoted, or if the ANZ preference shares are not listed on a securities exchange, proportionately, by lot orsuch other method as we, in our sole discretion, deem fair and appropriate. In the case of a partialredemption, the number of ANZ preference shares remaining after the redemption must be not less than theminimum number of shares required to maintain any listing or quotation of the ANZ preference shares onany stock exchange on which they are listed or any quotation system on which they are quoted immediatelyprior to the partial redemption.

Each notice of redemption of ANZ preference shares must state:

(i) the redemption date;

(ii) if less than all outstanding ANZ preference shares are subject to redemption, the identification of theANZ preference shares subject to redemption;

(iii) that, as from the redemption date, dividends will cease to accrue and the only rights holders of ANZpreference shares will have will be to obtain the redemption price payable in accordance with theterms of issue;

(iv) the place or places where the certificates, if any, for the ANZ preference shares may be submitted andthe redemption price collected by holders;

(v) whether the redemption price is payable by means of a redemption, buy-back or reduction of capitalor any combination thereof; and

(vi) any other information required by the stock exchange or quotation system where the ANZ preferenceshares may be listed or quoted or required by applicable law.

Each holder of ANZ preference shares from time to time agrees with us that, upon us determining to buy-back the ANZ preference shares and following the procedures for buy-back in the terms of issue, they willbe deemed to have sold to us the ANZ preference shares that are the subject of such buy-back. Thisagreement will have no force or effect with respect to any ANZ preference shares until we have sent aredemption notice in accordance with the terms of issue and, if required, shareholder and other regulatoryapprovals are obtained.

The Australian Corporations Act provides that redeemable preference shares, which include the ANZpreference shares, may be redeemed (other than by way of buy-back or reduction of capital) only if they arefully paid up and then only out of profits or out of the proceeds of a new issue of shares made for purposesof the redemption.

Depending on the circumstances relating to the proposed buy-back, our right to elect to buy-back any of theANZ preference shares may be subject to the approval of our shareholders by a special resolution.

Alternatively, we may reduce capital in connection with an ANZ preference share. Each holder has agreedthat if the reduction of capital involves the cancellation of ANZ preference shares and under applicable lawthe holder is entitled to vote on a resolution to approve that reduction, the holder will vote in favour of thatresolution. Our right to reduce capital with respect to an ANZ preference share is subject to approval by aspecial resolution passed at a general meeting of ANZ or a resolution agreed to at a general meeting of ANZby all ordinary shareholders.

45

Subject to complying with applicable law, we may with the consent of APRA buy back the ANZ preferenceshares at any time and at any price by an on-market buyback (within the meaning of the Corporations Act).

Repurchase

Prior to a conversion event, units are subject to repurchase by an entity nominated by ANZ as describedunder “Description of the Conversion and Repurchase Agreement – Repurchase of Units”. Upon therepurchase by an entity nominated by ANZ of any units, the notes and ANZ preference shares comprisingthe components of those units will be deemed to have been transferred to and all rights and interest to futurepayments on those notes and ANZ preference shares will immediately vest in, that entity, pursuant to theterms of the provisions of the Conversion and Repurchase Agreement, the notes and the ANZ preferenceshares. Failure by an entity nominated by ANZ to repurchase units following a call by it for repurchaseconstitutes a conversion event.

Enforcement of Certain Rights by Holders of Trust Securities

Prior to the occurrence of a conversion event, if ANZ fails to comply with the terms of issue of the ANZpreference shares, a registered holder of the trust securities will not be able to directly enforce its rightsagainst ANZ unless such holder withdraws its units from the trust. In the case of any failure of ANZ tocomply with the terms of the ANZ preference shares, holders of trust securities will instead be required todirect the property trustee to enforce the terms of the ANZ preference shares in the manner set forth under“Description of the Trust Securities—Rights of Action of the Trust Securities Holders”.

Prior to the occurrence of a conversion event, a registered holder of units may institute a legal proceedingdirectly against ANZ for enforcement of the terms of the ANZ preference shares.

Liens

If the law of any jurisdiction imposes or purports to impose any immediate, future or possible liability on us,or empowers or purports to empower any person to require us to make any payment, on account of a memberor referable to a share held by a member or a dividend or other amount payable in respect of a share held bya member, we are fully indemnified by the member from the liability under our constitution. We have a firstand paramount lien on each share for amounts paid by us for which we are so indemnified. However, thisindemnity does not cover a liability to make a payment on account of any withholding or deduction for oron account of a relevant tax, in respect of which we are required to pay the holder an additional amount asset forth under “—Additional Amounts”.

Notice of Meetings; Voting Rights

A holder of ANZ preference shares will have the same rights as the holders of our ordinary shares withrespect to receiving our notices of general meetings and financial reports and attending our general meetings.

A holder of ANZ preference shares will be entitled to vote together with the holders of our ordinary shares,on the basis of one vote per ANZ preference share on any poll:

(i) in all cases, with respect to the matters described below to the same extent as the holders of ourordinary shares vote on such matters; and

(ii) during a special voting period, with respect to all matters on which the holders of our ordinary sharesare entitled to vote other than a resolution to approve a redemption or a reduction of capital inconnection with the ANZ preference shares.

A “special voting period” is the period from and including:

• any dividend payment date on which we fail to pay in full the dividends accrued in respect of theimmediately preceding quarterly dividend period; or

46

• the 24th business day after the date of the occurrence of the conversion event if the conversion eventis the failure of ANZ UK Sub to make an interest payment in full on the notes and we do not makethe payment pursuant to the guarantee or pay an optional dividend on the ANZ preference shares onor within 21 business days after the occurrence of the conversion event, as described above under “—Optional Dividend”.

in each case, to but excluding the first dividend payment date after that date on which we have paid in fullan optional dividend as described above under “—Optional Dividend” or four consecutive quarterlydividends.

The matters referred to in clause (i) above upon which a holder of ANZ preference shares will always havea right to vote are:

• any proposal to reduce our share capital, other than a resolution to approve a redemption or areduction of capital in connection with the ANZ preference shares;

• on a proposal that affects rights attached to the ANZ preference shares;

• any resolution to approve the terms of a share buy-back agreement, other than a resolution to approvea buy-back (other than an “on market buy-back” as defined in the Corporations Act of Australia) ofANZ preference shares;

• any proposal for the disposal of the whole of our property, business and undertaking; and

• on any proposal to wind us up and any matter during our winding-up.

In order to confer the voting rights outlined above, we have secured waivers from certain of the Listing Rulesof the ASX.

Variation of Rights

The rights attached to the ANZ preference shares may not be varied or reduced except with any requiredapprovals of APRA or any other governmental agency and with the consent in writing of the holders of atleast 75% of the ANZ preference shares then on issue or with the approval by special resolution of theholders of the ANZ preference shares. A special resolution is a resolution that is passed by at least 75% ofthe votes cast by shareholders entitled to vote on the resolution.

The written consent of the holders of at least 75% of the ANZ preference shares or the approval by a specialresolution passed at a separate meeting of holders of the ANZ preference shares will be required if our boardof directors proposes to allot or issue preference shares, or convert existing shares into preference shares,which rank senior in priority to the ANZ preference shares then on issue as to payment of dividends or areturn of capital in a winding-up.

The allotment or issue of preference shares, or the conversion of existing shares into preference shares,ranking equally with the ANZ preference shares then on issue for participation in profits or assets of ANZ,and whether entitled to cumulative or non-cumulative dividends, or a redemption, buy-back or return ordistribution of capital in respect of any share capital other than a preference share, whether ranking equallywith or junior to the ANZ preference shares, is expressly permitted and authorised and does not constitute amodification or variation of the rights or privileges to the ANZ preference shares then on issue.

Non-Adverse Changes Without Holder Consent

Subject to complying with all applicable laws and with the prior approval of APRA, if required, ANZ may,without the approval of the holders of the ANZ preference shares, amend or add to the preference share termswhere the amendment or addition, in the reasonable opinion of ANZ:

• is made to correct a manifest error;

• is of a formal, minor or technical nature;

47

• is made to remove any inconsistency between the preference share terms and the provisions of theconversion and repurchase agreement;

• is made to comply with any law, or the listing or quotation requirements of any securities exchangeon which ANZ proposes from time to time to seek quotation of the ANZ preference shares, the unitsor the trust securities;

• is convenient for the purpose of obtaining or, if obtained, maintaining the listing or quotation of theANZ preference shares, the units or the trust securities on any stock exchange; or

• is not, and is not likely to become, materially prejudicial to holders generally.

No Set-Off

The holder of an ANZ preference share may not exercise or seek to exercise or take any proceedings for theexercising of any right of set-off or counterclaim against ANZ in respect of any claim by ANZ against thatperson.

Restrictions on Ownership and Transfer

Mergers, acquisitions and divestments of Australian public companies listed on the ASX are regulated bydetailed and comprehensive legislation and the rules and regulations of the ASX.

One of the most common manners in which a controlling shareholding is acquired in an Australian publiccompany is by a takeover offer. The form and content of the documentation is regulated by law. Australiantakeover law purports to have extra-territorial force. Therefore, Australian law may apply to transactionsoutside Australia with respect to non-Australian companies if that transaction affects the control of votingshares in an Australian company.

Australian law also regulates the acquisition of shares in Australian companies by foreigners and acquisitionswhich would have the effect, or be likely to have the effect, of substantially lessening competition in amarket in Australia or in a State or Territory thereof.

Takeover and Substantial Shareholder Provisions

The Corporations Act regulates acquisitions of voting shares in us in excess of a 20% threshold by means ofextremely broad prohibitions, qualified by limited exceptions.

Generally, the concept of a voting share does not include certain types of preference shares with limitedvoting rights. Because holders of the ANZ preference shares have been conferred a right to vote followingthe failure to pay a dividend as described in this Offering Circular, the ANZ preference shares will be treatedas voting shares for relevant purposes. Therefore, a person with an interest in the ANZ preference sharesshould consider this interest with any interest in other voting shares in us and seek appropriate advice in thecontext of the regulatory thresholds summarised below.

The basic prohibitions on acquiring shares in us are found in section 606 of the Corporations Act. Insummary, that section forbids the acquisition of:

• a “relevant interest” (basically, power to vote or dispose of the share) in voting shares in a companyincorporated in Australia with more than 50 members (such as us) if, as a result, the “voting power”of the acquirer (or any other person) would increase from 20% or below to more than 20%. Similarly,the acquisition is forbidden if any person who already has more than 20%, but less than 90%, of thevoting power gains increased voting power in the company; and

• a legal or equitable interest in securities of a body corporate (wherever incorporated) if, as a result,another person acquires a relevant interest in voting shares in a company incorporated in Australia andthat resulting acquisition increases someone’s voting power in the ways forbidden by section 606.

48

Section 606 also forbids a person offering to acquire shares if the acquisition of those shares would beforbidden.

The Corporations Act contains complex provisions concerning the calculation of the “voting power” aperson has. By way of very general summary, a person’s “voting power” is the total number of votes attachedto all voting shares in which that person, or an “associate” of that person, has a “relevant interest”, as aproportion of the votes attached to all voting shares in the company. A person has a “relevant interest” insecurities if the person has the power to control the exercise of voting rights attached to the securities or tocontrol the disposal of the securities. For example, a person would have a relevant interest in securities if theperson had agreed, or had an option, to purchase the securities.

In addition, under the Corporations Act, a person who has a substantial holding in an ASX listed company,such as us, is required to notify us and the ASX (in the prescribed form) disclosing its interests in us withintwo business days after it becomes aware of the circumstances which give rise to its substantial holding. Aperson has a “substantial holding” in us if that person and associates have relevant interests in voting sharesto which 5% or more of the total votes attach, or if the person has made a takeover bid for voting shares inthe company.

A substantial shareholder also is obliged to notify us and the ASX (in the prescribed form) of its interestswithin two business days after its voting power increases or decreases by 1% or more. A person is alsorequired to notify us and the ASX (in the prescribed form) if the person ceases to have a substantial holding.

Foreign Acquisitions and Takeovers Act 1975

Acquisitions of certain interests in Australian companies, such as us, by foreign interests are also subject toreview and approval by the Treasurer of the Commonwealth of Australia under the Foreign Acquisitions andTakeovers Act 1975. This Act applies to any acquisition of 15% or more of the outstanding shares ofAustralian companies or any acquisition which results in one foreign person (including a company) or groupof associated foreign persons controlling 15% or more of the total voting power. The Act requires any personproposing to make any such acquisition to first notify the Treasurer of that person’s intention to do so. Wheresuch an acquisition has already occurred, the Treasurer has the power to order that the acquired shares bedisposed of.

In addition, the Act applies to any acquisition by non-associated persons controlling, in the aggregate, 40%or more of the total voting power or ownership. Where such an acquisition has occurred without notificationto the Treasurer, the Treasurer has the power to order that the acquired shares be disposed of.

Financial Sector (Shareholdings) Act 1998

In addition, there are specific limitations on the acquisitions of a shareholding in an Australian bank underthe Financial Sector (Shareholdings) Act 1998. Under this Act, a person (including a company) must notacquire any interest in an Australian financial sector company (such as us) where the acquisition would takethat person’s voting power (which includes the voting power of the person’s associates) in the financialsector company to more than 15%. The concept of “voting power” is very broadly defined. The AustralianTreasurer may approve a higher percentage limit on national interest grounds. Furthermore, even if a personholds less than 15% of the voting power of a financial sector company, the Treasurer has the power to declarethat a person has “practical control” of that company and require the person to relinquish that control.

49

DESCRIPTION OF THE NOTES AND THE GUARANTEE

The notes will be issued under an indenture, to be dated as of 13 December, 2004, among ANZ UK Sub, asissuer, ANZ London Branch, as guarantor, ANZ Paris Branch, as assignee pursuant to the assignment, ANZand The Bank of New York, as indenture trustee. The following summary of the material terms andprovisions of the indenture, the notes and the guarantee is not complete and is subject to, and qualified in itsentirety by reference to the terms of the indenture and of the notes. You may inspect copies of the indentureand the notes during normal business hours at the offices of the indenture trustee, currently located at 101Barclay Street, Floor 21 West, New York, New York 10286.

General

The notes will be unsecured, subordinated obligations and will be issued in denominations of A1,000. Thenotes will be limited in aggregate principal amount to A500,000,000 and application has been made to listthe notes on the Channel Islands Stock Exchange. The notes contain no sinking fund provisions and willmature at par on 15 December, 2053. The notes will initially be issued as one or more certificated notes inregistered form, registered initially in the name of the property trustee as the initial holder of all of the units.The notes will be issued at an aggregate issue price of A500,000,000.

The obligations of ANZ UK Sub under the notes will be junior subordinated obligations that will, in effect,rank, prior to and in a winding-up of ANZ UK Sub, equally with the most senior preference shares ANZ UKSub may issue. Accordingly, the rights of holders of the trust securities to receive payments under the noteswill be subordinated to the rights of the holders of any obligations of ANZ UK Sub that are senior in priorityto the obligations under the notes. The terms of the indenture governing the notes provide that each holderof notes, and therefore each holder of units and trust securities, by acceptance thereof, agrees to thesubordination provisions and other terms of the notes.

The notes and the related guarantee do not represent a deposit liability of ANZ for purposes of the BankingAct of 1959 of Australia and are not insured by any governmental agency in the United Kingdom, Australia,the United States or any other jurisdiction.

Interest

The notes will bear interest at an annual rate, calculated quarterly, of 0.66% over 3-month EURIBOR for anydistribution period from and including the distribution period commencing on 13 December, 2004. Interestis payable quarterly in arrears generally on 15 March, 15 June, 15 September and 15 December of each year,beginning 15 March, 2005. If any interest payment date would otherwise fall on a day which is not abusiness day, it shall be postponed to a day which is a business day unless that business day falls in the nextsucceeding calendar month, in which event, the interest payment date shall be the immediately precedingbusiness day. The record date will be one day, whether or not a business day, before the relevant interestpayment date. Interest payments not paid on any interest payment date, other than interest not paid on suchdate in accordance with the terms of the notes and the indenture as the result of an APRA condition existing,will accrue interest, compounded quarterly, at the then applicable interest rate on the notes.

Interest payments not paid on an interest payment date will accumulate. If an interest payment is not paid onan interest payment date due to the existence of an APRA condition (see “Interest and Dividend PaymentTests”) then, unless otherwise approved by APRA, ANZ UK Sub is not permitted to pay that accumulatedinterest and ANZ will not be permitted to make a corresponding payment under the guarantee until the firstinterest payment date thereafter on which no APRA condition exists.

Interest payments on the notes will be calculated by applying the interest rate for the relevant interestpayment period to the principal amount of the notes, multiplying the product by a fraction, the numerator ofwhich is the actual number of days elapsed from and including the immediately preceding interest paymentdate or the original issue date, as the case may be, to but excluding the next interest payment date (each, an“interest payment period”), and the denominator for which is 360 and rounding the resulting figure to thenearest A0.01, with A0.005 being rounded upwards.

50

3-month EURIBOR is expressed as a rate per annum and is determined by The Bank of New York, ascalculation agent (the “Calculation Agent”) on the date (the “rate determination date”) falling two businessdays prior to the commencement of the relevant interest payment period.

3-month EURIBOR shall be the three-month EURIBOR rate per annum published on page 248 of theTelerate Monitor (or such other screen page of Telerate or such other information service that is designatedas the successor to Telerate Page 248 for the purpose of displaying such rates) (“Screen Page”) on therelevant rate determination date at or about 11:00 a.m. (Brussels time) as the rate offered in the interbankmarket in the Euro-Zone for deposits in euro for the relevant payment period.

If 3-month EURIBOR cannot be determined as aforementioned, because the Screen Page is not published,or for any other reason, then 3-month EURIBOR for the relevant payment period shall be the arithmeticmean (rounded, if necessary, to the nearest one thousandth of a percentage point, with 0.0005 being roundedupwards), determined by the Calculation Agent of the rates which five banks, (“Reference Banks”) selectedby the Calculation Agent, quote to prime banks in the interbank market in the Euro-zone at approximately11:00 a.m. (Brussels time) on the relevant rate determination date for deposits in euro for such paymentperiod.

Should two or more of the reference banks provide the relevant quotation, the arithmetic mean shall becalculated as described above on the basis of the quotations supplied. If less than two reference banksprovide a quotation, then 3-month EURIBOR for the relevant payment period shall be 3-month EURIBORin effect on the business day immediately preceding the relevant rate determination date.

“Euro-Zone” means the region comprised of Member States of the European Union that adopt the singlecurrency in accordance with the Treaty establishing the European Community, as amended (the “Treaty”).

Guarantee

ANZ London Branch will fully and unconditionally guarantee, on a subordinated basis, all of ANZ UK Sub’spayment obligations in respect of the notes. The guarantee will constitute a guarantee of payment and not ofcollection. Accordingly, holders of notes will not be required to exercise their remedies against ANZ UK Subbefore proceeding directly against ANZ London Branch.

Since ANZ London Branch will only have an obligation to make a payment pursuant to the guarantee to theextent that any amounts are payable in accordance with the terms of the indenture and the notes, if ANZ UKSub does not pay interest in accordance with the terms of the indenture and the notes as a result of an APRAcondition described under “Interest and Dividend Payment Tests”, ANZ London Branch will have nopayment obligation under the guarantee with respect to such interest not paid.

The guarantee is an obligation of ANZ, and is not limited to the assets of or conditional on the existence ofour London branch.

Our obligations under the guarantee will be unsecured, junior subordinated obligations that will, in effect,rank, prior to and in a winding-up of ANZ, equally with the ANZ preference shares. Accordingly, the rightsof holders of the trust securities to receive payments under the guarantee will be subordinated to the rightsof the holders of any obligations of ANZ that are senior in priority to the obligations under the guarantee.The terms of the indenture governing the notes provide that each holder of notes, and therefore each holderof units and trust securities, by acceptance thereof, agrees to the subordination provisions and other terms ofthe guarantee.

Assignment to ANZ Paris Branch Following a Conversion Event

Upon purchase of the notes by the Managers from ANZ UK Sub, ANZ Paris Branch will make an assignmentpayment to the Managers. Pursuant to the terms of the indenture, the notes and the guarantee, upon receiptby the Managers of the assignment payment from ANZ Paris Branch, the notes and the guarantee will beautomatically assigned to ANZ Paris Branch following the occurrence of the conversion event, unless theconversion event is the repurchase of units, such that immediately following the conversion event, all rightsto receive principal and interest accruing on the notes following the occurrence of the conversion event or

51

any payment under the guarantee with respect to the principal and interest accruing following the occurrenceof the conversion event (in each case excluding if the conversion event occurs on an interest payment date,interest payable on that date) will be automatically transferred to ANZ Paris Branch. Since the conversionevent will in all cases occur prior to the principal amount of the notes becoming due and payable, ANZ ParisBranch will always, and holders of trust securities and units withdrawn from the trust will never, be entitledto the payment of the principal amount of the notes either by ANZ UK Sub or by ANZ London Branchpursuant to the guarantee.

Power of Attorney

Each holder of notes will be taken to have irrevocably appointed the trustee, ANZ, certain of its officers andany liquidator, administrator or statutory manager severally to be the attorney and agent of the holder (the“attorney”). The attorney will have the power to do all such acts and things on behalf of the holder, includingsigning any documents or transfers, which may be necessary to record or perfect the transfer of the notes andthe related guarantee held by the holder to ANZ Paris Branch or to a Repurchase Entity pursuant to the termsof the indenture, the notes and the related guarantee.

Following the conversion event, the notes may be redeemed at any time by ANZ UK Sub.

Payment and Paying Agents

ANZ UK Sub will pay interest to the holders of the notes listed in the indenture trustee’s records at the closeof business on the regular record date, being the business day prior to the applicable payment date, even ifa holder no longer owns the note on the applicable interest payment date. Holders buying and selling notesmust work out between them how to compensate for the fact that ANZ UK Sub will pay all the interest foran interest period to the person who is the registered holder on the regular record date.

Additional Amounts

ANZ UK Sub will make all cash payments in respect of the notes, and ANZ London Branch will make allcash payments in respect of the guarantee, without withholding or deduction for, or on account of, anyrelevant tax imposed or levied by or on behalf of Australia, the United Kingdom, the United States or anyjurisdiction from which a substitute issuer makes payment on the notes or ANZ London Branch or any otherparty on its behalf makes payment on the guarantee, or any political subdivision or authority in or ofAustralia, the United Kingdom, the United States or such other jurisdiction, unless the withholding ordeduction is required by law. In that event, ANZ UK Sub or ANZ London Branch, as the case may be, shallpay such additional amounts as may be necessary so that the net amount of euro received by the trust or anyholders of units which have been withdrawn from the trust, after such withholding or deduction, will equalthe amount that the trust or such other holders of units would have received in respect of the notes withoutsuch withholding or deduction.

However, neither ANZ UK Sub nor ANZ London Branch will pay additional amounts with respect to anynotes:

• to the extent that the relevant tax is imposed or levied by virtue of the holder, or the beneficial owner,of the trust securities, any units withdrawn from the trust or the notes, other than the trust, havingsome connection with (whether present, past or future) or being or having been engaged in anyactivity, trade or business in the relevant jurisdiction other than being a holder, or the beneficial owner,of the trust securities, the units withdrawn from the trust or the notes;

• to the extent that the relevant tax is imposed or levied by virtue of the holder, or the beneficial owner,of the trust securities, units withdrawn from the trust or the notes, other than the trust, not complyingwith any statutory requirements or not having made a declaration of non-residence in, or other lackof connection with, the relevant jurisdiction or any similar claim for exemption if ANZ UK Sub orANZ or any of their respective agents has provided the holder, or the beneficial owner, of the trustsecurities, the units withdrawn from the trust or the notes with at least 60 days’ prior written notice ofan opportunity to comply with such statutory requirements or make a declaration or claim;

52

• to the extent that the payee is an Australian resident, if it has not provided its “tax file number”,Australian business number or evidence that a relevant exemption applies;

• where the unit is presented for payment in the United Kingdom; or

• where such withholding or deduction is imposed on a payment to an individual and is required to bemade pursuant to European Council Directive 2003/48/EC or any other Directive implementing theconclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savingsincome or any law implementing or complying with or introduced in order to conform to, suchDirective.

Repurchase

Prior to a conversion event, units are subject to repurchase by an entity nominated by ANZ as describedunder “Description of the Conversion and Repurchase Agreement – Repurchase of Units”. Upon therepurchase by an entity nominated by ANZ of any units, the notes and ANZ preference shares comprisingthe components of those units will be deemed to have been transferred to and all rights and interest to futurepayments on those notes and ANZ preference shares will immediately vest in, that entity, pursuant to theterms of the provisions of the Conversion and Repurchase Agreement, the notes and the ANZ preferenceshares. Failure by an entity nominated by ANZ to repurchase units following a call by it for repurchaseconstitutes a conversion event which will apply to all outstanding units. In respect of those units which werecalled for repurchase it will be a conversion event pursuant to which cash is payable.

Enforcement of Certain Rights by Holders of Trust Securities

If ANZ UK Sub or ANZ London Branch fails to make payment on the notes, or in respect of the guarantee,a registered holder of the trust securities may institute a legal proceeding directly against ANZ UK Suband/or ANZ for enforcement of payment to such registered holder of such proportion of the interest orredemption price as is equal to such holder’s proportionate holding of trust securities. To the extent suchclaim is against ANZ, such claim will, in effect, rank equally with the claims of holders of the ANZpreference shares. Neither ANZ UK Sub nor ANZ may amend the terms of the indenture, the notes or theguarantee to remove the foregoing right to bring a direct action without the prior written consent of theholders of all the trust securities.

Consolidation, Merger or Sale of Assets

Neither ANZ nor ANZ UK Sub may consolidate with or merge into any other corporation or sell its assetssubstantially as an entirety, unless:

• ANZ or ANZ UK Sub, as the case may be, is the surviving person, or the corporation formed by suchconsolidation or into which ANZ or ANZ UK Sub is merged or the corporation that acquires the assetsof ANZ or ANZ UK Sub is entitled to carry on its business and expressly assumes all of theobligations under the indenture, the notes or the guarantee, as the case may be;

• if the corporation formed by the consolidation or into which ANZ or ANZ UK Sub, as the case maybe, is merged or the corporation that acquires the assets of ANZ or ANZ UK Sub (the “relevantcorporation”) is not organised under the laws of Australia or the United Kingdom, as the case maybe, or any political subdivision thereof,

(i) the relevant corporation expressly agrees to indemnify each holder of the trust securities andthe units against any tax, assessment or governmental charge required to be withheld ordeducted from any payment to such holder as a consequence of such consolidation, merger orsale, and

(ii) if the relevant corporation is not organised under the laws of Australia, the United Kingdom orany state in the United States of America, the consolidation, merger or sale does not (A) resultin a downgrade of the rating assigned by any “nationally recognised statistical rating

53

agency”(as that term is defined for purposes of the Securities Act) to the trust securities or unitsor any other securities of ANZ then rated by any such agency or (B) cause any such agency topublicly announce that it has the trust securities, units or any other securities of ANZ undersurveillance or review for possible downgrade;

• the consolidation, merger or sale will not require the trust to register as an investment company underthe Investment Company Act; and

• immediately after giving effect to such transaction, no event of default under the terms of theindenture and the notes has occurred and is continuing.

Upon such consolidation, merger or sale, the successor corporation formed by such consolidation or intowhich ANZ or ANZ UK Sub is merged or to which such sale is made will succeed to and be substituted forANZ under the indenture and the guarantee or ANZ UK Sub under the indenture and the notes.

Novation or Substitution

ANZ UK Sub may, subject to all necessary authorisations, regulatory and governmental approvals andconsents (including from APRA), without the consent of the holder of the notes‚

• novate its obligations under the indenture and the notes to ANZ acting through any branch or to acorporation controlled by ANZ as the issuer of the notes (in any such case, the “substitute issuer”), ineither case, pursuant to an amendment to the terms of the indenture and the notes pursuant to whichsuch substituted issuer assumes in full all of the obligations of ANZ UK Sub under the indenture andthe notes; or

• otherwise amend the terms of the notes,

provided that any such action under either of the situations described above does not adversely affect theinterests of the holders of the trust securities or units.

Notwithstanding the foregoing, ANZ UK Sub will not be permitted to effect the novation or substitution ofthe substitute issuer in accordance with the foregoing if such substitution or amendment would:

• cause the trust to fail to be classified as a grantor trust for U.S. federal income tax purposes;

• cause the trust to be deemed to be an investment company required to be registered under theInvestment Company Act;

• cause the holders of trust securities or units to recognise income or gain in respect of such securitiesfor U.S. federal income tax purposes; or

• unless consented to by ANZ London Branch, cause ANZ London Branch to be required to payadditional amounts.

Events of Default under the Notes

An event of default with respect to the notes will occur only if (other than in connection with a solventreconstruction):

(a) the shareholders of ANZ or ANZ UK Sub resolve to wind up ANZ or ANZ UK Sub;

(b) an order is made that ANZ or ANZ UK Sub be dissolved, wound up or liquidated and, unless appliedfor or consented to by ANZ or ANZ UK Sub, is not revoked or set aside within 60 days; or

(c) a provisional liquidator, liquidator, administrator, administrative receiver, receiver, controller orsimilar official is appointed in respect of ANZ or ANZ UK Sub or, in each case, all or substantiallyall of its property (including in the case of ANZ an ADI statutory manager under the Banking Act1959 of Australia) and, unless applied for or consented to by ANZ or ANZ UK Sub, such appointmentis not revoked or set aside within 60 days of such appointment.

54

If ANZ UK Sub is replaced by a substitute issuer, a reference in this clause to ANZ UK Sub is a referenceto the substitute issuer.

An event of default will constitute a conversion event. See “Description of the Conversion and RepurchaseAgreement”.

Each of ANZ London Branch and ANZ UK Sub will furnish to the indenture trustee every year a writtenstatement of certain of its officers certifying that, to their knowledge, ANZ London Branch or ANZ UK Subis in compliance with the indenture and the notes, or specifying any known default.

Modification and Waiver

General

There are three manners in which ANZ UK Sub, ANZ and ANZ London Branch can make changes to theindenture, the notes and the guarantee.

Changes Requiring an Extraordinary Vote of Holders of the Notes. Certain changes cannot be made to thenotes or the guarantee without the written consent of two or more holders holding not less than 75% of theaggregate principal amount of the notes or with the approval by extraordinary resolution of the holders ofthe notes. An extraordinary resolution is a resolution that is passed by at least 75% of the votes cast byholders entitled to vote on the resolution at a meeting duly convened by holders holding a clear majority inaggregate principal amount of the notes. The following is a list of those types of changes:

• any change in the stated maturity of the principal or interest on the notes or change in the interest rateor method of calculating the interest payable, or the circumstances in which the interest or principalis payable, on the notes or change in ANZ UK Sub’s obligation to pay additional amounts on the notesas described above under “—Additional Amounts”;

• any change in the place or currency of payment on the notes;

• any impairment of the right of holders to sue for payment on or after the stated maturity date orredemption date or repurchase date;

• any impairment of the right of holders of trust securities described under “—Enforcement of CertainRights by Holders of Trust Securities”;

• any modification of the terms of the guarantee in a manner that is adverse to holders;

• any modification of the subordination provisions with respect to the guarantee in the indenture in amanner that is adverse to holders;

• any reduction in the percentage of holders of the notes whose consent is needed to modify or amendthe indenture;

• any reduction in the percentage of holders of the notes whose consent is needed to waive compliancewith certain provisions of the indenture or to waive certain defaults and their consequences; and

• any modification of any other aspect of the provisions dealing with modification and waiver of theindenture.

In addition, under current requirements of APRA, material modifications relating to the subordination of theguarantee, redemption or repurchase rights related to the notes or defaults of or event of default of the notesrequire the consent of APRA.

Changes Requiring an Ordinary Vote of the Holders of the Notes. Most changes fall into this category. Thissecond type of change to the indenture and the notes applies to the waiver of compliance by ANZ UK Sub,ANZ and ANZ London Branch with certain covenants of the indenture. This requires the written consent oftwo or more holders holding a clear majority in aggregate principal amount of the notes or with the approvalby ordinary resolution of the holders of the notes. An ordinary resolution is a resolution that is passed by at

55

least 50% of the votes cast by holders entitled to vote on the resolution at a meeting duly convened byholders holding a clear majority in aggregate principal amount of the notes. However, ANZ UK Sub cannotobtain a waiver of a payment default unless ANZ UK Sub obtains each holder’s individual consent to thewaiver.

Changes Not Requiring Approval. The third type of change does not require any vote or consent by holdersof the notes. This type is limited to clarifications and certain other changes that would not adversely affectholders of notes.

Further Details Concerning Voting/Consenting

The notes will not be considered outstanding, and therefore not eligible to vote at a meeting of holders ofnotes or consent to anything requiring the consent of a noteholder, if ANZ UK Sub, ANZ or ANZ LondonBranch has deposited or set aside in trust for holders of the notes money for their payment or redemption, ifthe notes have been cancelled by the indenture trustee or delivered to the indenture trustee for cancellation,or if the notes are owned by ANZ UK Sub, ANZ, ANZ London Branch or any affiliate of ANZ. ANZ UKSub will generally be entitled to set any day as a record date for the purpose of determining the holders ofthe notes that are entitled to vote or take other action under the indenture. In certain limited circumstances,the indenture trustee will be entitled to set a record date for action by holders.

Governing Law

The indenture and the notes shall be governed by, and construed in accordance with, the laws of the State ofNew York. However, the following matters will be governed by and construed in accordance with, the lawsof the State of Victoria, Commonwealth of Australia:

• the authorisation and execution by us of the indenture and the guarantee;

• the occurrence of an event of default in respect of us; and

• the subordination provisions contained in Article 13 of the indenture relating to the guarantee, otherthan those relating to the rights and duties of the indenture trustee.

In addition, the following matters will be governed by and construed in accordance with, the laws of Englandand Wales:

• the authorisation and execution by ANZ UK Sub of the indenture and the notes;

• the occurrence of an event of default in respect of ANZ UK Sub; and

• the subordination provisions contained in Article 15 of the indenture relating to the obligations ofANZ UK Sub, other than those relating to the rights and duties of the indenture trustee.

Consent to Service of Process

Under the indenture, each of the Issuers (other than the trust and, in the case of (ii) below, ANZ UK Sub)and ANZ Paris Branch have irrevocably designated (i) the Chief Operating Officer, Australia and NewZealand Banking Group Limited, New York Branch, as its authorised agent for service of process in anylawsuit or proceeding against it related to its respective obligations under the indenture, the notes or theguarantee brought in any federal or state court in the Borough of Manhattan, The City of New York, NewYork and (ii) the Officer in Charge, Australia and New Zealand Banking Group Limited, London Branch, asits authorised agent for service of process in any lawsuit or proceeding against it related to its respectiveobligations under the indenture, the notes or the guarantee brought in any court in England or Wales.

Notices

We, ANZ London Branch, ANZ UK Sub and the indenture trustee will send notices regarding the notes onlyto holders, using their addresses as listed in the indenture trustee’s records.

56

Moneys for Securities Payment to be Held in Trust

Regardless of who acts as paying agent for the notes, all money paid by ANZ, ANZ London Branch or ANZUK Sub to a paying agent that remains unclaimed at the end of two years after the amount is due to directholders of the notes will be repaid to ANZ, ANZ London Branch or ANZ UK Sub. After that two-year period,holders of the notes may look only to us for payment and not to the indenture trustee, any other paying agentor anyone else.

Concerning the Indenture Trustee

The Bank of New York has been appointed indenture trustee under the indenture.

The indenture provides that we will indemnify the indenture trustee against any loss, liability or expenseincurred without negligence, bad faith or wilful misconduct of the indenture trustee in connection with theacceptance or administration of the trust created by the indenture.

Resignation and Removal of the Indenture Trustee

The indenture trustee will be a corporation organized and doing business under the laws of the United Statesof America, any state thereof or the District of Columbia, authorized under such laws to exercise corporatetrust powers, having a combined capital and surplus of at least U.S.$50,000,000 subject to supervision orexamination by federal or state authority and having its corporate trust office in the Borough of Manhattan,The City of New York, New York. If the indenture trustee ceases to be eligible, it must resign. The indenturetrustee may resign as trustee under the indenture at any time by giving notice of its resignation to ANZ UKSub. The indenture trustee may be removed by ANZ UK Sub at any time by notice of such removaldelivered to the indenture trustee or by holders of a majority in principal amount of outstanding notes bynotice of such removal to the indenture trustee, ANZ UK Sub and ANZ. Any resignation or removal of theindenture trustee will take effect upon the appointment of a qualified successor indenture trustee and thesuccessor’s acceptance of such appointment. If the indenture trustee shall resign or be removed, ANZ UKSub shall, promptly after the delivery of the notice of resignation or removal, appoint a successor indenturetrustee, which shall be a person eligible to be a trustee according to this paragraph.

No Set-Off

The holder of a note may not exercise or seek to exercise or take any proceedings for the exercising of anyright of set-off or counter claim against ANZ, ANZ London Branch or ANZ UK Sub in respect of any claimby ANZ, ANZ London Branch or ANZ UK Sub against that person.

57

INTEREST AND DIVIDEND PAYMENT TESTS

Pursuant to the terms of the notes, ANZ UK Sub is not permitted to, and will not, unless approved by APRA,make any interest payment on the notes if an APRA condition exists. Under such circumstances, we will notbe permitted to, and will not, make any payment in respect of the guarantee. Interest payments not paid onan interest payment date will accumulate. Unless approved by APRA, ANZ UK Sub is not permitted to paysuch unpaid interest and we will not be permitted to make a corresponding payment pursuant to theguarantee until the first interest payment date thereafter on which no APRA condition exists.

Under the terms of issue of the ANZ preference shares, we are not permitted to, and will not, unless approvedby APRA, make any dividend payment on the ANZ preference shares if an APRA condition exists. As statedin “Description of the ANZ Preference Shares - Dividend Rights”, dividends on the ANZ preference sharesare non-cumulative. If a dividend or any part of a dividend is not paid on or within seven business days aftera dividend payment date then the holder will have no claim in respect of the non-payment and we will haveno obligation to pay the dividend.

The APRA conditions are:

a) unless APRA otherwise agrees:

1) the interest or dividend payment would result in the Total Capital Adequacy Ratio or the Tier1 capital ratio of ANZ (on a level 1 basis) or of the ANZ group (on a level 2 or, if applicable,level 3 basis) not complying with APRA’s then current capital adequacy guidelines as they areapplied to ANZ or the ANZ group (as the case may be) at the time; and

2) the interest payment or dividend payment would exceed distributable profits of ANZ as at therecord date for the interest payment or dividend payment; and

b) APRA otherwise objecting to the interest payment or dividend payment.

Distributable profits means an amount calculated in accordance with the following formula:

Distributable profits = A-B

where:

• “A” is the consolidated net profit after income tax under Australian generally accepted accountingprinciples of ANZ for the immediately preceding two six-monthly financial periods for which resultshave been publicly announced by ANZ (or such other amount as determined by APRA in its discretionto be appropriate in ANZ’s circumstances for the purposes of paying dividends or distributions on theANZ group’s Tier 1 capital); and

• “B” is the aggregate amount of any dividends or distributions paid or payable by a member of theANZ group before the relevant interest payment date on its Tier 1 capital in relation to the 12-monthperiod prior to the most recent regular record date, but not including any dividend or distribution paidor payable to a member of the ANZ group by another member of the ANZ group.

As used above, the “ANZ group” is ANZ and its subsidiaries that can issue qualifying Tier 1 capital.

If an APRA condition exists, ANZ may not:

• declare or pay any dividends or distribution on any other of our shares or other instruments orsecurities that by their terms rank equally with or junior to the ANZ preference shares with respect todividends, other than proportionate payments on the ANZ preference shares and other instruments andsecurities that rank equally with the ANZ preference shares with respect to dividends, or set aside anysum for the payment thereof;

• repurchase, redeem or otherwise acquire for value legal or beneficial ownership of any other of ourshares or other instruments or securities that by their terms rank equally with or junior to the ANZpreference shares in a winding-up other than proportionate payments on the ANZ preference shares

58

and other instruments and securities that rank equally with the ANZ preference shares in a winding-up, or set aside any sum or establish a sinking fund for such purpose; or

• make a principal, premium or interest payment, or repurchase or redeem, any of its debt securities thatrank equal with or junior to the guarantee other than pro rata interest payments on the guarantee andits debt securities that rank equal with the guarantee,

except, in each case, where such payments would be permitted when ANZ has failed to make a dividendpayment in respect of the ANZ preference shares as described under “Description of the ANZ PreferenceShares—Restrictions on Certain Payments”. If we do not pay interest on the notes or dividends on the ANZpreference shares in full on or within seven business days of the relevant interest payment date or dividendpayment date for any reason (including because an APRA condition exists), a conversion event in respect ofthe ANZ preference shares will occur.

If the property trustee is a holder of outstanding units, each of ANZ UK Sub and ANZ will give the propertytrustee notice of the occurrence of an APRA condition of which it has knowledge, at least one business daybefore the earlier of:

• the next distribution payment date for the trust securities; or

• the date the property trustee is required to give notice to any applicable self-regulatory organisationof the non-payment of the interest payment or the dividend as applicable.

The property trustee will give notice of the non-payment of the interest payment and/or failure to make thedividend payment for the then current distribution payment period to the holders of the trust securities. Withrespect to any units which have been withdrawn from the trust, ANZ UK Sub will give notice of the non-payment of the interest payment and/or failure to make the dividend payment for the then current interestand/or dividend payment period to the holders of the units.

Conversion Event Following a Non-Payment of Interest or Failure to Make a Dividend Payment

If the units, and therefore the trust securities, fail for any reason to pay in full a distribution on or withinseven business days after it is due, including because ANZ UK Sub does not pay an interest payment on thenotes and/or we do not make a dividend payment on the ANZ preference shares due to the existence of anAPRA condition, then a conversion event with respect to all of the trust securities will occur. Upon theoccurrence of that conversion event, the notes will be automatically assigned to ANZ Paris Branch and thedividend rate on the ANZ preference shares will automatically be adjusted as described under “Descriptionof the ANZ Preference Shares—Dividend Rights”. As a result, all rights to receive principal and interest onthe notes will be automatically transferred to ANZ Paris Branch. You will not receive the interest paymentwhich was not paid due to the existence of the APRA condition but, subject to APRA’s prior approval, wemay pay an optional dividend in an amount equal to such missed interest payment as described under“Description of the ANZ Preference Shares—Restrictions on Certain Payments—Optional Dividend”.

59

DESCRIPTION OF THE CONVERSION AND REPURCHASE AGREEMENT

The following summary of the material terms and provisions of the conversion and repurchase agreement issubject to, and qualified in its entirety by reference to, the conversion and repurchase agreement.

General

Upon deposit of the ANZ preference shares and notes with the trust in connection with the initial issuanceof the trust securities, the trust will enter into the conversion and repurchase agreement with ANZ, ANZ ParisBranch, ANZ UK Sub and The Bank of New York, as conversion and repurchase trustee. The conversion andrepurchase agreement will define the rights of holders of trust securities and units withdrawn from the trust,ANZ, ANZ UK Sub and ANZ Paris Branch following the occurrence of a conversion event in respect of theANZ preference shares as described under “Description of the ANZ Preference Shares—Conversion Events”and the right of ANZ to nominate an entity (a “Repurchase Entity”) to mandatorily repurchase the units frominvestors as described below under “— Repurchase”.

The terms of the trust securities, the units and the ANZ preference shares provide that they will be subjectto various terms of the conversion and repurchase agreement. Accordingly, by purchasing a trust security, aunit withdrawn from the trust or an ANZ preference share following the occurrence of a conversion event,each holder will be bound by the relevant terms of the conversion and repurchase agreement.

Conversion Event

Trust Securities

With respect to each unit held in the trust, upon the occurrence of a conversion event with respect thereto,unless the conversion event is the repurchase of units, the following events will occur pursuant to the termsof the conversion and repurchase agreement, the trust securities, the notes and the ANZ preference shares:

• the ANZ preference share will detach from the note;

• the note will be transferred to ANZ Paris Branch pursuant to the assignment;

• the ANZ preference share or, if the conversion event is an event pursuant to which cash is payable,such cash, will be distributed or paid by the property trustee to the holder of the applicable trustsecurity; and

• if the conversion event is in respect of all of the ANZ preference shares, the trust will be dissolved.

Units

With respect to a unit which has been withdrawn from the trust, upon the occurrence of a conversion eventwith respect thereto, unless the conversion event is the repurchase of units, the following events will occurpursuant to the terms of the conversion and repurchase agreement, the notes and the ANZ preference shares:

• the ANZ preference share will detach from the note;

• all rights and interests in the note with respect to future payments will be transferred to ANZ ParisBranch pursuant to the assignment and thereafter the note will be null and void with respect to, andconstitute no obligation of ANZ UK Sub to, the holder of the unit; and

• holders of units will be entitled to

• retain the ANZ preference share, or

• if the conversion event is an event pursuant to which cash is payable, receive the cash.

60

ANZ may not amend the terms of the conversion and repurchase agreement to impair the right of holders toreceive ANZ preference shares following a conversion event without the consent of each holder of trustsecurities or units affected thereby.

Notice of Conversion Event

ANZ shall deliver to holders of the trust securities and the units, and to the Luxembourg Stock Exchange,written notice of the occurrence of any conversion event as soon as practicable but in any event no later thanfive business days of an authorised officer of ANZ becoming aware of the occurrence of such conversionevent. Such notice shall state that a conversion event has occurred and briefly describe the nature of theconversion event.

Notices to holders of the trust securities and the units subject to a conversion event will also be given bypublication in one daily newspaper which, so long as the trust securities are listed on the Luxembourg StockExchange and the rules of the Luxembourg Stock Exchange so require, shall be a newspaper having generalcirculation in Luxembourg (which is expected to be the Luxemburger Wort) or, if in the opinion of theconversion and repurchase trustee such publication shall not be practicable, in an English languagenewspaper of general circulation in Europe. Any such notice shall be deemed to have been given on the dateof such publication or, if published more than once or on different dates, on the first date on whichpublication is made.

Repurchase

Prior to a conversion event, units are subject to repurchase by a Repurchase Entity (subject to compliancewith all applicable law) in the circumstances and subject to the conditions set forth below. Upon therepurchase by a Repurchase Entity of any units, the notes and ANZ preference shares comprising thecomponents of those units will be deemed to have been transferred to and all rights and interest to futurepayments on those notes and ANZ preference shares will immediately vest in, that Repurchase Entity,pursuant to the terms of the provisions of the Conversion and Repurchase Agreement, the notes and the ANZpreference shares. Failure by a Repurchase Entity to repurchase units following a call for repurchaseconstitutes a conversion event which will apply to all outstanding units. In respect of those units which werecalled for repurchase it will be a conversion event pursuant to which cash is payable.

ANZ has the right, after receipt of the prior written approval of APRA or any other applicable regulatoryauthority, if approval is then required, to nominate a Repurchase Entity to repurchase the units for cash:

• before the 15 December, 2014 distribution payment date, in whole only, upon the occurrence andcontinuance of an ANZ tax event or an ANZ regulatory event (as defined above in “Description of theANZ Preference Shares —Redemption” and each an “ANZ special event”); or

• on or after the 15 December, 2014 distribution payment date, in whole or in part on one or moreoccasions at any time.

If ANZ decides to nominate a Repurchase Entity to repurchase the units, the repurchase price of each unitrepurchased will be equal to the par repurchase price plus any accrued and unpaid interest and dividends forthe then current distribution payment period for such unit to the date of repurchase or, if the date ofrepurchase is a distribution payment date, the immediately preceding distribution payment period.

The right of ANZ to nominate a Repurchase Entity to repurchase the units due to an ANZ special event issubject to the condition that, if there is available to ANZ the opportunity to eliminate such event bysubstituting another obligor for ANZ UK Sub under the notes or taking some ministerial action, such as filinga form or making an election, or pursuing some other similar reasonable measure that in each case in theabsolute discretion of ANZ has or will cause no adverse effect on ANZ, any of ANZ’s subsidiaries orcontrolled entities, the trust or the holders of the trust securities or the units and will involve no material costto any of these parties, ANZ will pursue that measure in lieu of repurchase by such Repurchase Entity. ANZmay not nominate a Repurchase Entity as a result of an ANZ special event to repurchase any units prior to,and any obligations of ANZ under this provision terminate upon, the expiry of the earlier of (i) 90 days from

61

the date of the ANZ special event and (ii) the date that ANZ determines in its absolute discretion that notrepurchasing the units (A) has or will cause an adverse effect on ANZ, any of ANZ’s subsidiaries orcontrolled entities, the trust or the holders of the trust securities or the units, or (B) will involve material costto any of these parties.

If ANZ nominates a Repurchase Entity and the Repurchase Entity makes an offer to repurchase the units asdescribed herein, ANZ will guarantee the obligation of the Repurchase Entity to pay to the holders of theunits called for repurchase the purchase price therefor on the repurchase date therefor. In event of a winding-up of ANZ, holders of units will only have a claim against ANZ with respect to the guarantee if they do notmake a claim against ANZ with respect to the liquidation preference under the ANZ preference shares. Theobligation of ANZ under this guarantee will rank in a winding-up of ANZ pari passu with ANZ’s obligationto make a redemption payment following a call for redemption under the ANZ preference shares.Notwithstanding the guarantee, in making an offer to repurchase, a Repurchase Entity will be acting asprincipal and not as ANZ’s agent.

The “par repurchase price”, with respect to each unit, will be equal to the sum of A1,000 and any additionalamounts.

“Additional amounts” means such additional amounts as may be necessary so that the net amount receivedby the holder of units with respect to the ANZ preference shares and principal amount of notes theycomprise, after any withholding or deduction for, or on account of, any relevant tax imposed or levied by oron behalf of the United Kingdom, the United States, Australia or any political subdivision or authoritytherein or thereof or any other place from which payment of the repurchase price is paid, will equal theamount that the holder would have received in respect of the units without such withholding or deduction.However, additional amounts do not include:

• to the extent that the relevant tax is imposed or levied by virtue of the holder, or the beneficial owner,of the trust securities, any units withdrawn from the trust or the notes, other than the trust, havingsome connection with (whether present, past or future) or being or having been engaged in anyactivity, trade or business in the relevant jurisdiction other than being a holder, or the beneficial owner,of the trust securities, the units withdrawn from the trust or the notes;

• to the extent that the relevant tax is imposed or levied by virtue of the holder, or the beneficial owner,of the trust securities, units withdrawn from the trust or the notes, other than the trust, not complyingwith any statutory requirements or not having made a declaration of non-residence in, or other lackof connection with, the relevant jurisdiction or any similar claim for exemption if ANZ UK Sub orANZ or any of their respective agents has provided the holder, or the beneficial owner, of the trustsecurities, the units withdrawn from the trust or the notes with at least 60 days’ prior written notice ofan opportunity to comply with such statutory requirements or make a declaration or claim;

• to the extent that the payee is an Australian resident, if it has not provided its “tax file number”, itsAustralian business number or evidence that a relevant exemption applies;

• where the unit is presented for payment in the United Kingdom; or

• where such withholding or deduction is imposed on a payment to an individual and is required to bemade pursuant to European Council Directive 2003/48/EC or any other Directive implementing theconclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savingsincome or any law implementing or complying with or introduced in order to conform to, suchDirective.

From and after the date specified for repurchase with respect to any unit, all rights of holders of the unitscalled for repurchase with respect to the ANZ preference shares and notes comprising such units will ceaseexcept for the right to receive the applicable repurchase price. If the Repurchase Entity making therepurchase, or ANZ as its guarantor, improperly withholds or refuses payment of the repurchase price inrespect of the units called for repurchase in full when due, interest at the interest and dividend rates on theunderlying ANZ preference shares and notes applicable at the time of repurchase will accrue on therepurchase price from the date on which the cash redemption was due to the date of payment.

62

ANZ or the applicable Repurchase Entity must give notice of any repurchase, except in the case ofrepurchases on the open market, not less than 30 nor more than 60 days prior to the date fixed for therepurchase. ANZ or the applicable Repurchase Entity must mail the notice by first-class mail to theregistered address of the holder. In the case of any partial repurchase, ANZ or our registrar will select theunits for repurchase in compliance with the requirements of the principal securities exchange or quotationsystem, if any, on which the trust securities, the units, the ANZ preference shares or the notes are then listedor quoted, or if the units, the trust securities, the ANZ preference shares and the notes are not listed on asecurities exchange, proportionately, by lot or such other method as we, in our sole discretion, deem fair andappropriate. In the case of a partial repurchase, the number of units remaining after the repurchase must benot less than the minimum number of securities required to maintain any listing or quotation of the units, thetrust securities, the ANZ preference shares and the notes on any stock exchange on which they arerespectively listed or any quotation system on which they are respectively quoted immediately prior to thepartial repurchase.

Each notice of repurchase of units must state:

(i) the repurchase date;

(ii) if less than all outstanding units are subject to repurchase, the identification of the units subject torepurchase;

(iii) that, as from the repurchase date, the only rights holders of units will have will be to obtain therepurchase price payable in accordance with the terms of the notes, the ANZ preference shares andthe Conversion and Repurchase Agreement and that upon the occurrence of a winding-up of ANZ,holders of units will only have a claim against ANZ with respect to its guarantee of the obligations ofthe Repurchase Entity if they do not make a claim against ANZ with respect to the liquidationpreference under the ANZ preference shares;

(iv) the place or places where the certificates, if any, for the ANZ preference shares and the notescomprising the units may be submitted and the repurchase price collected by holders; and

(v) any other information required by the stock exchange or quotation system where the units, the notes,the ANZ preference shares or the trust securities may be listed or quoted.

Each holder of units from time to time agrees with us that, upon a Repurchase Entity determining torepurchase the units and following the procedures for repurchase in the terms of the notes, the ANZpreference shares and the Conversion and Repurchase Agreement, they will be deemed to have sold to suchRepurchase Entity the notes and ANZ preference shares comprising the units that are the subject of suchrepurchase. This agreement will have no force or effect with respect to any notes, ANZ preference shares orunits until we and the Repurchase Entity have sent a repurchase notice in accordance with such terms and,if required, shareholder and other regulatory approvals are obtained.

Depending on the circumstances relating to the proposed repurchase, the right of ANZ to elect to appoint aRepurchase Entity to repurchase any of the units may be subject to the approval of our shareholders by aspecial resolution.

Consolidation, Merger or Sale of Assets

ANZ may not consolidate with or merge into any other corporation or sell its assets substantially as anentirety, unless and to the extent permitted by law:

• ANZ is the surviving person, or the corporation formed by such consolidation or into which ANZ ismerged or the corporation that acquires ANZ’s assets is entitled to carry on its business and expresslyassumes all of the obligations under the conversion and repurchase agreement;

• if the corporation formed by the consolidation or into which ANZ is merged or the corporation thatacquires ANZ’s assets (the “relevant corporation”) is not organised under the laws of Australia or anypolitical subdivision of Australia,

63

(i) the successor corporation expressly agrees to indemnify each holder of the trust securities,units and ANZ preference shares against any tax, assessment or governmental charge requiredto be withheld or deducted from any payment to such holder as a consequence of suchconsolidation, merger or sale, and

(ii) if the relevant corporation is not organised under the laws of Australia, the United Kingdom orany State in the United States of America, the consolidation, merger or sale does not (A) resultin a downgrade of the rating assigned by any “nationally recognised statistical rating agency”(as that term is defined for purposes of the Securities Act) to the trust securities, units, ANZpreference shares or any other securities of ANZ then rated by any such agency or (B) causeany such agency to publicly announce that it has the trust securities, units or ANZ preferenceshares or any other securities of ANZ under surveillance or review for possible downgrade;

• the consolidation, merger or sale will not require the trust to register as an investment company underthe Investment Company Act; and

• immediately after giving effect to such transaction, no event of default under the conversion andrepurchase agreement has occurred and is continuing.

Upon such consolidation, merger or sale, the successor corporation formed by such consolidation or intowhich ANZ is merged or to which such sale is made will succeed to and be substituted for ANZ in theconversion and repurchase agreement.

Rights of Holders

Holders of a majority of outstanding trust securities or units have the right to direct the time, method andplace of proceedings for any remedy available to the conversion and repurchase trustee pursuant to theconversion and repurchase agreement. In the event that ANZ has not performed its obligations under theconversion and repurchase agreement and the conversion and repurchase trustee fails to enforce its rightsunder the conversion and repurchase agreement after receiving a written request from a holder of trustsecurities or units, the holders of the trust securities or units may institute a proceeding directly against ANZto enforce the conversion and repurchase trustee’s rights under the conversion and repurchase agreementwithout first instituting a proceeding against the conversion and repurchase trustee or any other entity.

Modification of the Conversion and Repurchase Agreement

With respect to any changes that do not materially adversely affect the rights of holders of trust securities orunits, no action will be required to amend the conversion and repurchase agreement. The conversion andrepurchase agreement may only be amended to change the repurchase price or the manner in which therepurchase price is calculated or the number of ANZ preference shares deliverable or cash payable upon theoccurrence of a conversion event with the prior approval of the holders of at least seventy-five percent of thethen outstanding trust securities and units not held in the trust, acting together. Any other changes to theconversion and repurchase agreement that adversely affect the rights of holders of the trust securities or unitsshall require the prior approval of the holders of at least a majority of the then outstanding trust securitiesand units not held in the trust, acting together. The conversion and repurchase agreement may not beamended if such amendment would cause the trust to fail to be classified as a grantor trust for U.S. federalincome tax purposes, require the trust to register as an investment company under the Investment CompanyAct or affect the treatment by APRA of the trust securities or the units or, following the conversion event,the ANZ preference shares as Tier 1 capital of ANZ, unless APRA consents to the amendment. ANZ maynot amend the conversion and repurchase agreement to remove the rights of holders of trust securities toinstitute a direct action without the prior written consent of all holders of trust securities and units withdrawnfrom the trust or, following the conversion event, the ANZ preference shares. All agreements contained inthe conversion and repurchase agreement will bind the successors, assigns, receivers, trustees andrepresentatives of ANZ and will inure to the benefit of the holders of the trust securities and units or,following the conversion event, the ANZ preference shares. Except in connection with a permitted mergeror consolidation of ANZ as described under the heading “-Consolidation, Merger or Sale of Assets”, ANZmay not assign its rights or delegate its obligations under the conversion and repurchase agreement without

64

the prior approval of the holders of at least a majority of the then outstanding trust securities and units or,following the conversion event, the ANZ preference shares.

Information Concerning the Conversion and Repurchase Trustee

The Bank of New York has been appointed as the conversion and repurchase trustee. The conversion andrepurchase trustee, before the occurrence of a default with respect to the conversion and repurchaseagreement, undertakes to perform only those duties as are specifically set forth in the conversion andrepurchase agreement and, after default with respect to the conversion and repurchase agreement, whichdefault is known to it, will exercise the same degree of care and skill as a prudent individual would exerciseunder the circumstances in the conduct of his or her own affairs. Subject to that provision, the conversionand repurchase trustee is under no obligation to exercise any of the powers vested in it by the conversion andrepurchase agreement at the request of any holder of trust securities, units or, following the conversion event,the ANZ preference shares unless it is offered indemnity reasonably satisfactory to it by the holder againstthe costs, expenses and liabilities that it might incur in connection with the exercise of those powers.

Governing Law

The conversion and repurchase agreement will be governed and construed in accordance with the laws ofthe State of New York except for the provisions relating to the ranking of the obligations of ANZ under theguarantee in a winding-up, which will be governed by and construed in accordance with, the laws of theState of Victoria, Commonwealth of Australia.

65

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED AND ITS SUBSIDIARIES

Overview

Australia and New Zealand Banking Group Limited originated in the United Kingdom in 1835 when theBank of Australasia was established by Royal Charter. In 1951, the Bank of Australasia merged with theUnion Bank of Australia, which had been established in 1837, to form Australia and New Zealand BankLimited. The ANZ group (as defined below) commenced operations on 1 October, 1970 as a result of themerger of Australia and New Zealand Bank Limited and the English, Scottish and Australian Bank Limited.In 1977, Australia and New Zealand Banking Group Limited transferred its domicile from the UnitedKingdom to the State of Victoria, Australia. In 1984, the ANZ group acquired Grindlays Bank plc (whichwas subsequently sold in 2000), in 1989 it acquired Post Office Bank Limited (in New Zealand), in 1990acquired both the National Mutual Royal Bank and the Town & Country Building Society in Australia andin 2003 it acquired the National Bank of New Zealand.

Australia and New Zealand Banking Group Limited, together with its subsidiaries (the “ANZ group” or“ANZ”), is one of the four major banking groups headquartered in Australia. The ANZ group provides abroad range of banking and financial products and services to retail, small business, corporate andinstitutional clients. The ANZ group’s operations are conducted primarily in Australia (approximately 66%of total assets at 30 September, 2004), with significant operations in New Zealand (approximately 27% oftotal assets at 30 September, 2004). The remainder of the ANZ group’s operations are conducted in theUnited Kingdom, the United States and a number of other countries, most of which are located in the AsiaPacific region. At 30 September, 2004, the ANZ group had 1190 branches and other points of representationworldwide, of which 816 were in Australia, 304 in New Zealand and 70 in other countries.

At 30 September, 2004, the ANZ group ranked third among Australian banking groups in terms of totalassets (A$259.3billion) and third in terms of shareholders’ equity (A$17.9 billion).

ANZ’s specialisation strategy is executed through a number of customer divisions including:

Personal Banking Australia

Personal Banking Australia is comprised of Personal Distribution (including Rural Banking), BankingProducts, Card and Merchant Services, and Mortgages.

• Personal Distribution provides a full range of banking and financial planning services to personalcustomers across Australia, and to small business and agriculture customers in rural Australia.

• Banking Products manufactures deposit, transaction accounts and Margin Lending products. Inaddition, the business manages ANZ’s direct channels covering Phone Banking, and Internet Banking.

• Mortgages provides housing finance to consumers in Australia for both owner occupied andinvestment purposes

• Card and Merchant Services provides consumer and commercial credit cards, ePayment products,personal loans, and merchant payment facilities in Australia and selected overseas markets.

Institutional

Institutional provides a complete range of financial solutions for its customers, bringing together theInstitutional Banking customer segment and the specialised wholesale product segments coveringTransaction Services, Markets (formerly Foreign Exchange and Capital Markets), and Corporate andStructured Financing.

66

Corporate Australia

Corporate Australia includes –

• Small Business Banking (formerly Micro Business) which provides a full range of banking servicesfor metropolitan based small businesses with FUM up to A$50k;

• Business Banking Australia which provides a full range of banking services for metropolitan basedsmall to medium business in Australia with turnover up to A$10 million; and

• Corporate Banking Australia which manages customer relationships and develops financial solutionsfor medium sized businesses (turnover A$10 million to A$150 million) in Australia

New Zealand Banking

New Zealand Banking includes both the National Bank of New Zealand, which was acquired from LloydsBank on 1 December, 2003 (refer Recent Developments below for acquisition details), and ANZ (NZ)businesses.

New Zealand Banking provides banking services, including wealth management, for personal, smallbusiness and corporate customers in New Zealand through branches, call centres, relationship managers andonline banking. It also includes ANZ New Zealand Mortgages and ANZ New Zealand Consumer Finance.

Esanda and UDC

Esanda and UDC provides motor vehicle and equipment finance; equipment operating leases andmanagement services; fleet management services; and investment products through its businesses - Esanda(Australia), Esanda FleetPartners (Australia & New Zealand) and UDC (New Zealand).

Asia Pacific

Asia Pacific provides primarily retail banking services in the Pacific Region and Asia, including ANZ’s shareof PT Panin Bank in Indonesia; this business unit excludes Institutional and Corporate transactions that areincluded in the geographic results for Asia. The Asia Pacific business also manages ANZ’s consumerbanking business in Asia with Singapore and Japan being the major contributors.

ING Australia

ING Australia (“INGA”), the joint venture between ANZ and ING Group, provides integrated manufactureand distribution of wealth creation, management and protection products and services aligned to ANZdistribution and the open market.

In addition to the customer divisions, is the Group Centre:

Group Centre

Group Centre includes Operations, Technology & Shared Services, Group People Capital, Group StrategicDevelopment, CFO Units, Group Risk Management, Capital, Funding & Group Items. It also includesGroup Treasury, which is the banker for all ANZ businesses. It is charged with providing cash flow support,ensuring liquidity, managing interest rate risk and providing capital to the businesses.

Recent Developments

Acquisition of The National Bank of New Zealand Limited

On 1 December, 2003, ANZ acquired from Lloyds TSB The National Bank of New Zealand (“NBNZ”) for£2,043.8 million, approximately A$4.9 billion at exchange rates on 23 October, 2003. This transaction wasfunded by the proceeds of a rights offer (A$3,570 million net of transaction costs) and the proceeds of a

67

US$1,100 million hybrid tier 1 offering (A$1,535 million equivalent as at 30 September, 2004)1 with thebalance raised via a subordinated debt offering.

The NBNZ acquisition marked a strategic milestone for ANZ. It is part of ANZ’s strategy to develop leadingpositions in growth businesses in its home markets, establishing ANZ as New Zealand’s largest bank.

Management of ANZ intends that both the ANZ and The National Bank of New Zealand brands and branchnetworks will be retained for the foreseeable future.

Integration of NBNZ

Integration of the two New Zealand registered banks has successfully progressed through a number of keymilestones. The most important of these was completion of legal amalgamation on 26 June, 2004. Thisinvolved an extensive logistical exercise and a widespread internal and external communication program.On 28 June, 2004, the amalgamated registered bank in New Zealand changed its name from ANZ BankingGroup (New Zealand) Limited to ANZ National Bank Limited (“ANZ National”).

The following significant integration steps have occurred:

• The completion of merged organisation structures for all the business segments

• Alignment of the human resources policies and processes

• Implementation of the Rural Integration Plan, involving adoption of the ANZ National brand,systems, products and service offering as the primary business model for all rural customers

• Integration programs completed for most central support areas

• The merging of Institutional Markets operations, including the restructuring of dealing rooms

Integration costs incurred to 30 September, 2004 totalled NZ$49 million. Of this, NZ$24 million isincremental to the ANZ group, with the remainder being non-incremental as they relate to existing resourcesthat will continue after completion of the integration. There have also been initial cost synergies and revenuebenefits from the amalgamation and integration activities completed to date. As expected, there has beenminimal loss of revenue and customer growth, with these losses primarily caused by lending and transactionconcentration in the merged Institutional and Markets businesses.

Over the six months to 30 September, 2004, there was a continuation of effort to finalise plans for anintegrated technology systems solutions for the combined entity. As a result of this work, a revised retailsystems strategy has been defined which will support the separate New Zealand Retail businesses over thelonger term. The two-brand retail strategy will be supported by the two existing technology systems and byretaining separate Retail Banking head offices for ANZ (Auckland) and National Bank (Wellington). Theestablishment of the two retail banking teams emphasises our commitment to each brand particularly inrespect of customer retention and the development of each franchise. The retention of the two existingtechnology systems for each respective brand whilst reducing potential cost synergies, removes technologyrisk from the success of the retail strategy, lowers integration cost as well as reducing risk for the overallprocess of integration.

As part of the Reserve Bank of New Zealand (“Reserve Bank”) approval for amalgamation, additionalrequirements for the location and ownership of key technology systems were imposed (see “Supervision andRegulation of ANZ Group – ANZ National Bank Limited — conditions of registration”). These additionalrequirements increase integration costs (NZ$31 million) and result in additional operating costs (NZ$12million) which have not been included in previously reported integration financials.

1 Converted at an exchange rate of US$0.7165 to A$1.00, being the exchange rate used in the 2004 Financial Statements.

68

Subsidiaries

At the date of this Offering Circular, ANZ has approximately 300 subsidiaries. A list of those subsidiariesconsidered by management of ANZ to be material controlled entities, as well as material subsidiariesacquired as part of the NBNZ acquisition, is provided below. All of these subsidiaries are wholly-owned byANZ at the date of this Offering Circular, except as disclosed below. The principal subsidiaries of ANZ atthe date of this Offering Circular are as follows:

Controlled Entities Incorporated in Nature of business 11111111111111111111 111111111 111111111

Amerika Samoa Bank Inc* Amerika Samoa BankingANZ Capel Court Limited Australia Investment BankingANZ Capital Funding Pty Ltd Australia FundingANZ Capital Hedging Pty Ltd Australia HedgingANZCOVER Insurance Pty Ltd Australia Self-InsuranceANZ (Delaware) Inc* USA FinanceANZ Executors & Trustee Company Limited Australia Trustee/NomineeANZ Financial Products Pty Ltd Australia InvestmentANZ Funds Pty Ltd Australia Holding Company

ANZ Bank (Europe) Limited* England BankingANZ Bank (Samoa) Limited* Samoa BankingANZ Holdings (New Zealand) Limited* New Zealand Holding Company

ANZ National Bank Limited* New Zealand BankingANZ National (Int’l) Limited* New Zealand FinanceArawata Finance Limited* New Zealand Finance

Burnley Investments Limited* New Zealand InvestmentWhitelaw Investments* New Zealand Investment

Gold Liquid Investments Limited* Cayman Islands InvestmentArawata Holdings Limited* New Zealand Holding Company

Harcourt Corporation Limited* New Zealand InvestmentAirlie Investments Limited* New Zealand Investment

Nerine Finance No.2*1 New Zealand FinanceEndeavour Finance Limited* New Zealand Finance

Tui Endeavour Limited* New Zealand FinanceNBNZ Holdings Ltd* New Zealand Holding CompanyNBNZ Life Insurance Limited* New Zealand InsuranceTui Securities Limited* New Zealand Investment

CNZ Investment Trust* New Zealand InvestmentUDC Finance Limited* New Zealand Finance

Truck Leasing Limited* New Zealand LeasingANZ International (Hong Kong) Limited* Hong Kong Holding Company

ANZ Asia Limited* Hong Kong BankingANZ Bank (Vanuatu) Limited* Vanuatu Banking

ANZ International Private Limited* Singapore FinanceANZ Singapore Limited* Singapore Merchant Banking

Bank of Kiribati Ltd*1 Kiribati BankingLFD Limited Australia Holding CompanyMinerva Holdings Limited* England Holding Company

ANZEF Limited* England Export FinanceNorway Funds Limited* New Zealand Funding

ANZ Investment Holdings Pty Ltd Australia Investment530 Collins Street Property Trust Australia Investment Activities

69

Controlled Entities Incorporated in Nature of business 11111111111111111111 111111111 111111111

ANZ Lenders Mortgage Insurance Pty Limited Australia Mortgage InsuranceANZ Orchard Investments Pty Ltd Australia InvestmentANZ Rural Products Pty Ltd Australia InvestmentAustralia and New Zealand Banking

Group (PNG) Limited* Papua New Guinea BankingEsanda Finance Corporation Limited Australia General Finance

Fleet Partners Pty Limited Australia FinanceNMRSB Pty Ltd Australia InvestmentPT ANZ Panin Bank*1 Indonesia BankingUpspring Limited* England Investment

* Audited by overseas KPMG firms

1 Outside equity interests hold ordinary shares or units in the controlled entities listed as follows:

Bank of Kiribati – 150,000 $1 ordinary shares (25%) (2003 : 150,000 $1 ordinary shares 25%))

PT ANZ Panin Bank – 7,500 IDR 1M shares (15%) (2003: 7,500 IDR 1M shares 15%));

Nerine Finance No.2 – 340,000,000 $1 redeemable preference shares (40%)

70

Directors

As at the date of this Offering Circular, there are 11 members of the Board of Directors of ANZ. Their names,function within ANZ, and principal outside activities are described below. The business address of the Boardof Directors of ANZ is Level 6, 100 Queen Street, Melbourne, Victoria 3000, Australia.

Name of Director Function Principal Outside Activities111111111111111 1111111111 1111111111111111

Mr Charles Barrington Goode AC Chairman Woodside Petroleum Ltd,Australian United Investment CompanyLimited, Diversified United InvestmentLtd and the Ian Potter Foundation.Director Singapore Airlines Limitedand the Howard Florey Institute ofExperimental Physiology and Medicine.

Ms Margaret Anne Jackson AC Chairman Qantas Airways Limited.Deputy Chairman Southcorp Limited.Chairperson Methodist Ladies College.Director Billabong InternationalLimited, and Member of the ForeignAffairs Council.

Dr Brian Walter Scott AO Chairman Management Frontiers PtyLtd, The Foundation for DevelopmentCo-operation Ltd., and The JamesN Kirby Foundation Limited.Australian Member of the Board ofGovernors of the Asian Institute ofManagement.Director Metrobank Card CorporationInc. and Air Liquide Australia Limited.

Mr Jeremy Kitson Ellis Chairman Pacifica Group Limited,Landcare Australia Limited, Australia-Japan Foundation and NationalOccupational Health and SafetyCommission.Chancellor Monash University.Director GroPep Limited and FutureDirections International.

Mr John McFarlane OBE Chief Executive Officer Chairman The Australian BankersAssociation.Director ANZ National Bank Limitedand The Financial Markets Foundationfor Children.President The International MonetaryConference.Member The Australian Business ArtsFoundation and Asia Business Council.

Mr John Christian Dahlsen Chairman Southern Cross Broadcasting(Australia) Ltd.Director The Smith Family, J CDahlsen Pty Ltd Group and theWarehouse Group Ltd of New Zealand.

Non-Executive DirectorChairman – AuditCommitteeMember of Nominations& Corporate GovernanceCommittee

Non-Executive DirectorChairman – RiskManagement CommitteeMember of AuditCommittee

Non-Executive DirectorChairman – Nominations& Corporate GovernanceCommitteeMember ofCompensation & HumanResources Committee

Non-Executive DirectorChairman –Compensation & HumanResources CommitteeMember of AuditCommittee

ChairmanNon-Executive Director

71

72

Name of Director Function Principal Outside Activities111111111111111 1111111111 1111111111111111

Dr Roderick Sheldon Deane Chairman ANZ National Bank Limited,Telecom Corporation of New ZealandLimited, Fletcher Building Limited,New Zealand Seed Fund, Te PapaTongarewa (Museum of New Zealand)and the City Gallery WellingtonFoundation.Director Woolworths Limited.

Mr David Michael Gonski AO Chairman Coca Cola Amatil Ltd, theInvestec Group in Australia, NationalInstitute of Dramatic Art (NIDA), theBoard of Trustees of the Art Gallery ofNew South Wales, Australia Council forthe Arts and the Sydney GrammarSchool Trust.Director The Westfield Group Ltd andJohn Fairfax Holdings Limited.

Dr Gregory John Clark Principal of Clark Capital Partners.Director James Hardie Industries NV.

Mr David Edward Meiklejohn Chairman PaperlinX Limited and SPCArdmona Limited.Director OneSteel Limited and WMCResources Limited.

Mr John Powell Morschel Chairman Rinker Group Limited.Director Rio Tinto Limited, Rio Tintoplc, Singapore TelecommunicationsLimited and Tenix Pty Limited.

Independent Non-Executive DirectorMember of the RiskManagement andCompensation & HumanResources Committees

Independent Non-Executive DirectorMember of the Audit andNominations &Corporate GovernanceCommittees

Independent Non-Executive DirectorMember of theNominations &Corporate GovernanceCommittee

Independent Non-Executive DirectorMember of the RiskManagement andNominations &Corporate GovernanceCommittees

Independent Non-Executive DirectorMember of the RiskManagement andCompensation & HumanResources Committees

CONSOLIDATED CAPITALISATION, FUNDING AND

CAPITAL ADEQUACY OF THE ANZ GROUP

The following table sets out the audited consolidated capitalisation, funding and capital adequacy of theANZ group as at 30 September, 2004 and has been extracted from the audited statement of financial positionof the ANZ group (ANZ and its controlled entities) at 30 September, 2004:

ANZ group30 September,

2004Note A$m

11112 11112

Deposits and other borrowings .................................................................... 168,557Liabilities for acceptances ............................................................................ 12,466Bonds and notes............................................................................................ 27,602Other liabilities ............................................................................................ 1 32,795

11112

Total Liabilities .......................................................................................... 241,42011112

Ordinary share capital .................................................................................. 2 8,005ANZ StEPS .................................................................................................. 3,4 987Reserves........................................................................................................ 579Retained profits ............................................................................................ 8,336Outside equity interests ................................................................................ 18

11112

Total shareholders’ equity.......................................................................... 17,92511112

Total capitalisation and funding................................................................ 5,6 259,34511112aaaas

There has been no material change in the consolidated capitalization and funding and amount of contingentliabilities and guarantees of the ANZ group since September 30, 2004.

Notes:

1 Other liabilities

At the date of the Offering Circular, other liabilities consist of loan capital (perpetual and term subordinated, hybrid capital securities),liabilities due to other financial institutions, provisions, income tax liabilities, payables and other liabilities. All loan capital issubordinated in right of payments to the claims of depositors and all other unsubordinated creditors of the ANZ group and is regardedby the ANZ group and Australian Prudential Regulation Authority as forming part of the ANZ group’s capital base. None of the loancapital is secured or guaranteed. Loan capital securities outstanding as at 30 September, 2004:

ANZ US$1,447 million subordinated notesA$1,230 million subordinated notesJPY1,051 million subordinated notesE800 million subordinated notesGBP600 million subordinated notesUS$1,100 million hybrid capital securities

ANZ National NZ$850 million subordinated notes

As at 30 September, 2004, total liabilities of the ANZ group are unsecured except for secured borrowings of A$9,248 million. As at30 September, 2004, total liabilities of the ANZ group are unguaranteed.

2 Ordinary Share Capital

All of the share capital has been issued and consists of 1,818,401,807 ordinary shares each fully paid as at 30 September, 2004.

3 Preference Share Capital

Preference share capital consists of 10,000,000 preference shares each fully paid as at 30 September, 2004.

4 ANZ StEPS

Stapled Exchangeable Preferred Securities (ANZ StEPS). The two stapled securities are an interest paying note issued by ANZHoldings (New Zealand) Limited, and a preference share issued by ANZ which does not pay dividends while stapled to the note.

5 Contingent Liabilities

Contingent Liabilities and guarantees of the ANZ group as at 30 September, 2004 amount to A$22,149 million.

6 Changes since last balance date

Save as disclosed in Notes 1 and 5 above, there has been no material change in the consolidated capitalisation and funding, contingentliabilities or guarantees of the ANZ group since 30 September, 2004.

73

As at As atSep 04 Sep 03

$M $M11112 11112

Qualifying capitalTier 1Total shareholders’ equity and outside equity interests .......................................... 17,925 13,787Hybrid loan capital1 ................................................................................................ 1,535 –Less:

Asset revaluation reserve .................................................................................... (31) (31)Dividend2 ............................................................................................................ (983) (777)Accumulated retained profits and reserves of insurance, funds management

and securitisation entities ................................................................................ (218) (168)Unamortised goodwill and other intangibles3 .................................................... (4,170) (1,044)Capitalised expenses4 .......................................................................................... (465) –Investment in ANZ Lenders Mortgage Insurance .............................................. (27) (27)

11112 11112

Tier 1 capital .......................................................................................................... 13,566 11,74011112 11112

Tier 2Asset revaluation reserve ........................................................................................ 31 31Perpetual subordinated notes .................................................................................. 419 442General provision for doubtful debts5 .................................................................... 1,342 1,029

11112 11112

1,792 1,502Subordinated notes6 ................................................................................................ 6,052 4,563

11112 11112

Tier 2 capital .......................................................................................................... 7,844 6,06511112 11112

DeductionsInvestment in funds management and securitisation entities.................................. 107 56Investment in joint venture with INGA .................................................................. 708 708Other ........................................................................................................................ 204 156

11112 11112

Total deductions .................................................................................................... 1,019 92011112 11112

Total qualifying capital ........................................................................................ 20,391 16,88511112 11112aaaas aaaas

Adjusted common equity7

Tier 1 capital............................................................................................................ 13,566 11,740Less:

Preference share capital ...................................................................................... 2,535 2,141Deductions .......................................................................................................... 1,019 920

11112 11112

Adjusted common equity ...................................................................................... 10,012 8,67911112 11112aaaas aaaas

Ratios (%)Tier 1 ...................................................................................................................... 6.9% 7.7%Tier 2 ...................................................................................................................... 4.0% 4.0%

11112 11112

10.9% 11.7%Less:

Deductions .......................................................................................................... (0.5%) (0.6%)11112 11112

Total ........................................................................................................................ 10.4% 11.1%11112 11112

Adjusted common equity ........................................................................................ 5.1% 5.7%11112 11112

Risk weighted assets................................................................................................ 196,664 152,16411112 11112aaaas aaaas

Notes:

1 Represents the 2003 Trust Securities approved by APRA as qualifying for Tier 1 status

2 Relates to final dividend not provided for

74

3 From 1 July, 2003, the intangible component of investments is deducted from Tier 1 Capital, prior to this the deduction was from totalcapital

4 From 1 July, 2004, APRA requires certain capitalised expenses to be deducted from Tier 1 Capital

5 Net of attributable future income tax benefit

6 For capital adequacy calculation purposes, subordinated note issues are reduced by 20% of their original amount during each of thelast five years to maturity

7 Tier 1 capital, less preference share capital (converted at 30 September, 2004 rates), less deductions

75

FIVE YEAR FINANCIAL SUMMARY OF THE ANZ GROUP

The amounts included in this summary have been taken from the audited financial statements of the ANZgroup for each of the five years ended 30 September (except those line items marked with an asterisk *,which have been taken from the unaudited 2004 annual report).

2004 2003 2002 2001 2000A$M A$M A$M A$M A$M

11112 11112 11112 11112 11112

Statement of Financial PerformanceNet interest income ................................ 5,254 4,311 4,018 3,833 3,801Other operating income .......................... 3,391 2,808 2,970 2,573 3,790Operating expense .................................. (4,026) (3,228) (2,905) (3,092) (4,300)Provision for doubtful debts .................. (632) (614) (860) (531) (502)

11112 11112 11112 11112 11112

Profit before income tax ........................ 3,987 3,277 3,223 2,783 2,789Income tax expense ................................ (1,168) (926) (898) (911) (1,040)Outside equity interest ............................ (4) (3) (3) (2) (2)

11112 11112 11112 11112 11112

Net profit attributable to members ofthe Company .................................... 2,815 2,348 2,322 1,870 1,747

11112 11112 11112 11112 11112aaaas aaaas aaaas aaaas aaaas

Statement of Financial PositionAssets1 .................................................... 259,345 195,591 183,105 185,493 172,467

11112 11112 11112 11112 11112

Net assets ................................................ 17,925 13,787 11,465 10,551 9,80711112 11112 11112 11112 11112aaaas aaaas aaaas aaaas aaaas

Ratios*Return on average ordinary equity2, 3 .... 17.8% 20.6% 21.6% 20.2% 19.3%*Return on average assets2 .................... 1.1% 1.2% 1.3% 1.1% 1.1%Tier 1 capital ratio .................................. 6.9% 7.7% 7.9% 7.5% 7.4%*Operating expenses4 to operating

income ................................................ 45.3% 45.1% 46.0% 48.0% 51.7%11112 11112 11112 11112 11112aaaas aaaas aaaas aaaas aaaas

Shareholder value – ordinary shares*Total return to shareholders(share price movement plus dividends) 17.0% 6.7% 15.3% 26.2% 36.3%

*Market capitalisation ............................ 34,586 27,314 26,544 23,783 20,002Dividend ................................................ 101 cents 95 cents 85 cents 73 cents 64 centsFranked portion ......................................– interim ................................................ 100% 100% 100% 100% 100%– final .................................................... 100% 100% 100% 100% 100%*Share price5 ..........................................– high .................................................... A$19.44 A$18.45 A$19.70 A$16.71 A$12.87– low ...................................................... A$15.94 A$15.01 A$15.23 A$12.63 A$9.18– closing ................................................ A$19.02 $A17.17 $A16.88 A$15.28 A$12.70

11112 11112 11112 11112 11112aaaas aaaas aaaas aaaas aaaas

Share information (per fully paidordinary share)

Earnings per share – basic5 .................... 153.1c 142.4c 141.4c 112.7c* 102.5c**Dividend payout ratio6 .......................... 67.5% 64.2% 57.8% 62.0% 59.1%*Net tangible assets7 .............................. A$7.51 A$7.49 A$6.58 A$5.96 A$5.49

11112 11112 11112 11112 11112aaaas aaaas aaaas aaaas aaaas

76

2004 2003 2002 2001 2000A$M A$M A$M A$M A$M

11112 11112 11112 11112 11112

Number of fully paid ordinary shareson issue (millions) ................................ 1,818.4 1,521.7 1,503.9 1,488.3 1,506.2*Other information*Total employees (FTE’s) ...................... 28,755 23,137 22,482 22,501 23,134*Point of representation.......................... 1,190 1,019 1,018 1,056 1,087*Number of shareholders8 ...................... 252,072 223,545 198,716 181,667 179,829

11112 11112 11112 11112 11112aaaas aaaas aaaas aaaas aaaas

Notes:

1 Data for 2000 and 2001 include the consolidation of assets in the statutory funds of ANZ Life as required by an accounting standardapplicable from 1 October 1999. Not applicable for 2002 and 2003 due to the sale of ANZ Life to ING Australia Ltd (“INGA”) on 1May 2002. As a result of the acquisition of NBNZ in December 2003, the 2004 results include the consolidation of assets in thestatutory funds of NBNZ Life Insurance Limited as required by an accounting standard.

2 Excludes outside equity interests and significant items

3 For 1997 to 2002 the return on average ordinary equity calculation accrues the dividend over the year. From 2003 dividends may nolonger be accrued and as such are not included in the return on average ordinary equity calculation

4 Operating expenses A$3,859 million (2003: A$3,210 million; 2002: A$3,133 million; 2001: A$3,075 million; 2000: A$4,288 million)excludes goodwill amortisation of A$146 million (2003: A$18 million; 2002: A$20 million; 2001: A$17 million; 2000: A$12 million)abnormals in 2000 and significant items in 2004 and 2002.

5 Prior periods adjusted for the bonus element of the November 2003 rights issue

6 For 2004 and 2003 the dividend payout ratio includes the final dividend of A$983 million and A$777 million respectively which isproposed but not provided for in terms of AASB 1044 Provisions, Contingent Liabilities and Contingent Assets which is effectivefrom the September 2003 financial year

7 Equals shareholders’ equity less preference share capital less unamortised goodwill

8 Excludes employees whose only ANZ shares are held in trust under ANZ employee share schemes

77

SUPERVISION AND REGULATION OF ANZ GROUP

Australia

Effective from 1 July, 1998, the Australian Prudential Regulation Authority (“APRA”), assumedresponsibility for the prudential and regulatory supervision of Australian banks, credit unions, buildingsocieties, other Authorised Deposit Institutions (“ADIs”), insurance companies and superannuation funds.Prior to 1 July, 1998, the Australian banking industry was regulated by the Reserve Bank of Australia(“RBA”). The RBA has retained overall responsibility for monetary policy, financial system stability andpayments system regulation.

APRA discharges its responsibilities by requiring banks subject to its supervision to regularly provide it withreports which set forth a broad range of information, including financial and statistical data relating to theirfinancial position and information in respect of prudential and other matters. APRA gives special attentionto capital adequacy, liquidity, earnings, loan loss experience, concentration of risks, the maturity profile ofassets and liabilities, potential exposures through equity investments, funds management and securitisationactivities and international banking operations. APRA may also exercise certain investigative powers if abank fails to provide information about its financial condition or becomes unable to meet its obligations orsuspends payment.

In carrying out its supervisory role, APRA supplements its analysis of statistical data collected from bankswith selective “on site” visits and formal meetings with banks’ senior management and external auditors.APRA has also formalised a consultative relationship with each bank’s external auditors with the agreementof the banks. The external auditors provide additional assurance to APRA that prudential standards agreedwith the banks are being observed, and that statutory and other banking requirements are being met. Externalauditors also undertake targeted reviews of specific risk management areas as selected at the annual meetingbetween the bank, its external auditors and APRA. In addition, each bank’s Chief Executive Officer atteststo, and the Board confirms by resolution, the adequacy and operating effectiveness of the bank’smanagement systems to control exposures and limit risks to prudent levels.

Individual equity investments by banks or their subsidiaries in non-financial businesses may not exceed avalue greater than 0.25% of a bank’s consolidated Tier 1 capital, and the total of such investments may notexceed, subject to certain exceptions, a value greater than 5% of a bank’s consolidated Tier 1 capital, withoutprior reference to APRA. Banks should also notify APRA before committing to equity investments in entitiesengaged in financial activities which will result in more than a 10% interest in the entity being acquired.These restrictions do not apply to equity holdings held within a trading portfolio. Banks should also notifyAPRA when establishing or acquiring a subsidiary.

A bank may not enter into any agreement or arrangement for the sale or disposal of its business or carry onbusiness in partnership with another bank without the consent of the Treasurer of the Commonwealth ofAustralia (“the Treasurer”). Although the RBA has the authority, with the approval of the Treasurer, to setinterest rates paid or charged by banks, this authority is not currently exercised.

Liquidity is controlled by individual agreements with each bank which take into consideration the specificoperations of each organisation. APRA requires that banks have a comprehensive liquidity policy statementwhich defines the guidelines and systems for managing domestic and foreign currency liquidity. Thisstatement must be approved by the Board of Directors. A bank’s liquidity management policy should caterfor a range of potential conditions and APRA requires each bank’s liquidity risk to be assessed under twospecific scenarios. The first scenario is known as the “going-concern” and refers to the normal behaviour ofcash flows in the ordinary course of business and forms the day-to-day focus of a bank’s liquiditymanagement. The second scenario, known as the “short term crisis”, covers the behaviour of cash flowswhere there is a problem (real or perceived) which may include operational problems, doubts about thesolvency of a bank or adverse rating changes. APRA expects a bank to have sufficient liquidity to continueoperating for at least 5 business days in a short term crisis.

APRA imposes guidelines for the capital adequacy of banks as an essential part of its prudential supervisionof ADIs and has adopted capital adequacy guidelines closely following the risk-weighted approach proposed

78

by the Committee on Banking Regulation and Supervision of the Bank for International Settlements (the“Basel Committee”). Under the existing APRA guidelines, balance sheet assets and off-balance sheetexposures are assessed according to broad categories of relative credit risk, based largely on the nature ofthe asset or counterparty. Off-balance sheet exposures are taken into account by applying different categoriesof credit conversion factors to arrive at credit equivalent amounts, which are then weighted in the samemanner as balance sheet assets according to the counterparty.

Capital, for APRA supervisory purposes, is classified into two tiers, referred to as Tier 1 and Tier 2. APRArequires all ADI’s to maintain a minimum ratio of capital to risk-weighted assets, at least half of which mustbe maintained in the form of Tier 1 capital, with the remainder being in Tier 2 capital. APRA has notindicated that it has any plans to allow Australian ADI’s to employ a third tier of capital, which would consistof short term subordinated notes, to meet a proportion of the market risk capital requirements. APRA willconsider other risk factors that have not been incorporated or accounted for quantitatively in the frameworkwhen assessing the overall capital adequacy of an ADI. Where it is judged appropriate, APRA may requireindividual ADI’s to maintain a minimum capital ratio above 8 per cent.

Tier 1 capital consists of paid up ordinary shares, general reserves, retained earnings, non-cumulativepreference shares and other innovative capital instruments not redeemable at the holders’ option (asapproved by APRA) together with minority interests but excludes retained earnings and reserves ofsubsidiaries and associates that are not consolidated for capital adequacy purposes. Tier 1 must constitute atleast 50% of the capital base requirements. Innovative equity instruments include capital instruments whichare of a permanent and unrestricted commitment of funds, are available to absorb losses, have no fixedservicing obligations and are subordinated to the interests of depositors and other creditors. Provision hasalso been made so that capital instruments issued via special purpose vehicles may be eligible for inclusionin Tier 1 capital.

APRA also requires banks to measure and apply capital charges in respect of their market risks arising fromtheir trading and commodity positions in a manner which is broadly consistent with the January 1996 BaselCommittee amendment to its Capital Accord. In measuring their market risks, banks have a choice of twomethods. The first alternative is to measure risks in a standardised manner defined by APRA. The secondalternative allows banks to utilise their internal risk measurement systems subject to APRA approval. TheANZ group applies the second approach.

APRA requires there to be deducted from an ADI’s regulatory capital investments in non-consolidatedfinancial entities and investments in entities involved in funds management and securitisation activities,strategic cross-ADI shareholdings, any non—repayable loan advanced by an ADI under APRA’s certifiedindustry support arrangements, any undertaking by an ADI to absorb designated first level of losses onclaims supported by it, and certain intangibles.

APRA requires banks to report large credit exposures in terms of the consolidated group (i.e., the bank andits subsidiaries). Banks must consult with APRA before committing to any exposure to any individualcounterparty or group of related counterparties which will exceed 10% (subject to exceptions) of the capitalbase of the consolidated group. Banks are required to report quarterly to APRA exposures greater than 10%of the consolidated capital base.

New Zealand

The Reserve Bank of New Zealand Act 1989 (the “Act”) of New Zealand requires the Reserve Bank of NewZealand (the “Reserve Bank”) to exercise its powers of registration of banks and prudential supervision ofregistered banks for the purposes of:

• promoting the maintenance of a sound and efficient financial system; or

• avoiding significant damage to the financial system that could result from the failure of a registeredbank.

The Reserve Bank’s policy around the registration of banks aims to ensure that only financial institutions ofappropriate standing and repute are able to become registered banks. Subject to this requirement, the Reserve

79

Bank has stated that it intends to keep to a minimum any impediments to the entry of new registered banks,in order to encourage competition in the banking system.

The Reserve Bank’s supervisory functions are aimed at encouraging the soundness and efficiency of thefinancial system as a whole, and not preventing individual bank failures or at protecting creditors. TheReserve Bank seeks to achieve this by drawing on and enhancing disciplines that are naturally present in themarket.

As a consequence the Reserve Bank places considerable emphasis on a requirement that the banks disclose,on a quarterly basis, information on financial performance and risk positions, and on a requirement thatdirectors regularly attest to certain key matters. These measures are intended to strengthen market disciplinesand to ensure that responsibility for the prudent management of banks lies with those who the Reserve Bankconsiders are best placed to exercise that responsibility – the directors and management.

The main elements of the Reserve Bank’s supervisory role are:

• to require all banks to comply with certain minimum prudential requirements, which are appliedthrough conditions of registration. These include constraints on connected exposure and minimumcapital adequacy requirements, and are set out in more detail below;

• to monitor each registered bank’s financial condition and compliance with conditions of registration,principally on the basis of published quarterly disclosure statements. This monitoring is intended toensure that the Reserve Bank maintains familiarity with the financial condition of each bank and thebanking system as a whole, and maintains a state of preparedness to invoke crisis management powersshould this be necessary;

• to consult with the senior management of registered banks. Formal prudential consultations are heldannually, and generally focus on the strategic direction of the banks, major changes in their operationsand other high level issues; and

• to use crisis management powers available to it under the Act to intervene where a bank distress orfailure situation threatens the soundness of the financial system.

The disclosure statements that are required to be issued quarterly by registered banks contain comprehensivecorporate details and full financial statements. They are subject to full external audit at the end of eachfinancial year and a limited scope audit review at the end of each financial half year. Each bank director isrequired to sign his or her bank’s disclosure statements and to make certain attestations. A bank and itsdirectors may incur criminal and civil penalties if the bank’s disclosure statement contains information thatis held to be false or misleading.

As a result of changes made in August 2003 to the Act, the Reserve Bank currently also requires allregistered banks to obtain and maintain a credit rating from an approved organisation and publish that ratingin the quarterly disclosure statements.

In addition, the Reserve Bank has wide reaching powers to obtain further information, data and forecasts inconnection with its supervisory functions, and to require that information data, and forecasts to be audited.

It also possesses a number of crisis management powers. Those powers include recommending that a bank’sregistration be cancelled, investigating the affairs of a registered bank, requiring that a registered bankconsult with the Reserve Bank, giving directions to a registered bank, removing, replacing or appointing adirector of a registered bank or recommending that a registered bank be subject to statutory management.

If a registered bank is declared to be subject to statutory management, no person may, amongst other things:

• commence or continue any action or other proceedings including proceedings by way of counterclaimagainst that bank;

• issue any execution, attach any debt, or otherwise enforce or seek to enforce any judgement or orderobtained in respect of that bank;

80

• take any steps to put that bank into liquidation; or

• exercise any right of set-off against that bank.

As part of the Reserve Bank’s supervisory powers, a person must obtain the written consent of the ReserveBank before giving effect to a transaction resulting in that person acquiring or increasing a “significantinfluence” over a registered bank. “Significant influence” means the ability to appoint 25% or more of theboard of directors of a registered bank or a qualifying interest (e.g., legal or beneficial ownership) in 10 percent. or more of its voting securities.

In assessing applications for consent to acquire a significant influence over a registered bank, the ReserveBank has stated that it will have regard to the same matters as are relevant in assessing an application forregistration as a registered bank. In giving its consent, the Reserve Bank may impose such terms andconditions as it thinks fit.

United States

On 26 October, 2001, the President signed into law H.R. 3162, the USA PATRIOT Act (the “Act”) whichcontains strong measures to prevent, detect, and prosecute terrorism and international money laundering.The Act is far-reaching in scope, covering a broad range of financial activities and institutions. Title III ofthe Act is the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (“TitleIII”). It amends a number of provisions of the Bank Secrecy Act (the “BSA”) and includes numerousprovisions for fighting international money laundering and blocking terrorist access to the U.S. financialsystem. Specifically, Title III requires financial institutions operating in the United States to, among otherthings: (1) give special attention to correspondent accounts; (2) implement specific “know your customer”requirements, (3) scrutinize the beneficial ownership and activity of certain non-U.S. and private bankingcustomers, and (4) develop new anti-money laundering programs, due diligence policies and controls toensure the detection and reporting of money laundering.

The provisions affecting banking organisations are generally set forth as amendments to the BSA. Theseprovisions relate principally to U.S. banking organisations’ relationships with foreign banks and withpersons who are resident outside the United States. The BSA, which generally applies to insured depositoryinstitutions as well as to the U.S. branches and agencies of foreign banks, does not immediately impose anynew filing or reporting obligations for banking organisations, but requires certain additional due diligenceand record keeping practices, and imposes certain reporting obligations contingent upon the existence ofcertain circumstances. Some requirements take effect without the issuance of regulations. Other provisionsare to be implemented through regulations that will be promulgated by the U.S. Department of the Treasury,in consultation with the Federal Reserve Board and the other federal financial institutions’ regulators.

Following the passage of the Gramm-Leach-Bliley Act of 1999 (“GLB”), the ANZ group has successfullyfiled a declaration with the Federal Reserve Board to become a Financial Holding Company (“FHC”). As aFHC, ANZ is allowed to engage in activities that are financial in nature or incidental, or complementary tofinancial activities, as determined by the Federal Reserve Board and the U.S. Department of the Treasury.The Federal Reserve Board is the “umbrella” supervisor with jurisdiction over the FHCs. The Office of theComptroller of the Currency (“Comptroller”) will continue to oversee as “primary regulator” foreign bankshaving a federal branch in the United States. Therefore ANZ’s branch will continue to be subject tosupervision, examination and extensive regulation by the Comptroller and the International Banking Act of1978 (the “IBA”), along with the regulations adopted pursuant to the IBA.

Other countries

Local banking operations in all of the Issuer’s offshore branches and banking subsidiaries are subject to hostcountry supervision by their respective regulators.

81

ANZ National Bank Limited — conditions of registration

The following is an extract from a letter sent to ANZ National Bank Limited on 28 June, 2004 by the ReserveBank of New Zealand, which sets out the “Conditions of Registration” that apply to ANZ National BankLimited as from 1 July, 2004

Conditions of Registration: ANZ National Bank Limited as from 1 July, 2004

The registration of ANZ National Bank Limited (“the bank”) as a registered bank is subject to the followingconditions:

1. That the banking group complies with the following requirements at all times:

• Capital of the banking group is not less than 8% of risk weighted exposures.

• Tier one capital of the banking group is not less than 4% of risk weighted exposures.

• Capital of the banking group is not less than NZ$15 million.

That the bank complies with the following requirements at all times:

• Capital of the bank is not less than 8% of risk weighted exposures.

• Tier one capital of the bank is not less than 4% of risk weighted exposures.

• Capital of the bank is not less than NZ$15 million.

For the purposes of this condition of registration, capital, tier one capital and risk weighted exposuresshall be calculated in accordance with the Reserve Bank of New Zealand document entitled “CapitalAdequacy Framework” (BS2) dated July 2004.

In its disclosure statements under the Registered Bank Disclosure Statement (Off-Quarter — NewZealand Incorporated Registered Banks) Order 1998, the bank must include all of the informationrelating to the capital position of both the bank and the banking group which would be required if thesecond schedule of that Order was replaced by the second schedule of the Registered Bank DisclosureStatement (Full and Half-Year — New Zealand Incorporated Registered Banks) Order 1998 in respectof the relevant quarter.

2. That the banking group does not conduct any non-financial activities that in aggregate are materialrelative to its total activities, where the term material is based on generally accepted accountingpractice, as defined in the Financial Reporting Act 1993.

3. That the banking group’s insurance business is not greater than 1% of its total consolidated assets. Forthe purposes of this condition:

(i) Insurance business means any business of the nature referred to in section 4 of the InsuranceCompanies (Ratings and Inspections) Act 1994 (including those to which the Act is disappliedby sections 4(1)(a) and (b) and 9 of that Act), or any business of the nature referred to in section3(1) of the Life Insurance Act 1908;

(ii) In measuring the size of the banking group’s insurance business:

(a) where insurance business is conducted by any entity whose business predominantlyconsists of insurance business, the size of that insurance business shall be:

• the total consolidated assets of the ANZ group headed by that entity;

• or if the entity is a subsidiary of another entity whose business predominantlyconsists of insurance business, the total consolidated assets of the ANZ groupheaded by the latter entity;

82

(b) otherwise, the size of each insurance business conducted by any entity within thebanking group shall equal the total liabilities relating to that insurance business, plus theequity retained by the entity to meet the solvency or financial soundness needs of theinsurance business;

(c) the amounts measured in relation to parts (a) and (b) shall be summed and compared tothe total consolidated assets of the banking group. All amounts in parts (a) and (b) shallrelate to on balance sheet items only, and shall be determined in accordance withgenerally accepted accounting practice, as defined in the Financial Reporting Act 1993;

(d) where products or assets of which an insurance business is comprised also contain anon-insurance component, the whole of such products or assets shall be considered partof the insurance business.

4. That aggregate credit exposures (of a non-capital nature and net of specific provisions) of the bankinggroup to all connected persons do not exceed the rating-contingent limit outlined in the followingmatrix:

Connected exposure limited Credit rating (% of the Banking Group’s Tier 1 capital)11111111111112 11111111111111111111111111

AA/Aa2 and above ...................... 75AA-/Aa3 ...................................... 70A+/A1 .......................................... 60A/A2 ............................................ 40A-/A3 .......................................... 30BBB+/Baa1 and below ................ 15

Within the rating-contingent limit, credit exposures (of a non-capital nature and net of specificprovisions) to non-bank connected persons shall not exceed 15 per cent of the banking group’s tier 1capital.

For the purposes of this condition of registration, compliance with the rating contingent connectedexposure limit is determined in accordance with the Reserve Bank of New Zealand document entitled“Connected Exposure Policy” (BS8) dated July 2003.

5. That exposures to connected persons are not on more favourable terms (e.g., as relates to such mattersas credit assessment, tenor, interest rates, amortisation schedules and requirement for collateral) thancorresponding exposures to non-connected persons.

6. That the board of the bank contains at least two independent directors and that alternates for thosedirectors, if any, are also independent. In this context an independent director (or alternate) is adirector (or alternate) who is not an employee of the bank, and who is not a director, trustee, oremployee of any holding company (as that term is defined in section 5 of the Companies Act 1993)of the bank, or any other entity capable of controlling or significantly influencing the bank.

7. That the chairperson of the bank’s board is not an employee of the bank.

8. That the bank’s constitution does not include any provision permitting a director, when exercisingpowers or performing duties as a director, to act other than in what he or she believes is the bestinterests of the company (i.e. the bank).

9. That a substantial proportion of the bank’s business is conducted in and from New Zealand.

10. That none of the following actions may be taken except with the consent of the Reserve Bank:

(i) any transfer to another person or entity (other than the bank or any member of the bankinggroup which is incorporated in, and operating in, New Zealand) of all or a material part of anybusiness (which term shall include the customers of the business) carried on by the bank (orany member of the banking group); and

83

(ii) any transfer or change by which all or a material part of the management, operational capacityor systems of the bank (or any member of the banking group) is transferred to, or is to beperformed by, another person or entity other than the bank (or any member of the bankinggroup which is incorporated in, and operating in, New Zealand); and

(iii) any action affecting, or other change in, the arrangements by which any function relating to anybusiness carried on by the bank (or any member of the banking group) is performed, which hasor may have the effect that all or a material part of any such function will be performed byanother person or entity other than the bank (or any member of the banking group which isincorporated in, and operating in, New Zealand); and

(iv) any action that prohibits, prevents or restricts the authority or ability of the board of the bankor any statutory manager of the bank (or the board of any member of the banking group or anystatutory manager of any member of the banking group) to have unambiguous legal authorityand practical ability to control and operate any business or activity of the bank (or any memberof the banking group).

11. That no appointment of any director, chief executive officer, or executive who reports or isaccountable directly to the chief executive officer, shall be made in respect of the bank unless:

(i) the Reserve Bank has been supplied with a copy of the curriculum vitae of the proposedappointee, and

(ii) the Reserve Bank has advised that it has no objection to that appointment.

12. (i) That the management of the bank by its chief executive officer shall be carried out solely underthe direction and supervision of the board of directors of the bank.

(ii) That the employment contract of the chief executive officer of the bank shall be with the bank.The chief executive officer’s responsibilities shall be owed solely to the bank and the terms andconditions of the chief executive officer’s employment agreement shall be determined by, andany decision relating to the employment or termination of employment of the chief executiveofficer shall be made by, the board of directors of the bank.

(iii) That all staff employed by the bank shall have their remuneration determined by (or under thedelegated authority of) the chief executive officer of the bank and be accountable (directly orindirectly) solely to the chief executive officer of the bank.

13. (i) That no later than 31 December, 2005 the bank shall locate and continue to operate in NewZealand the whole of the bank’s domestic system and the board of directors of the bank willhave unambiguous legal and practical ability to control the management and operation of thedomestic system on a stand alone basis in, and resourced wholly within, New Zealand.

(ii) That in respect of the international system the board of directors of the bank will, no later than31 December, 2005, have unambiguous legal and practical ability to control the managementand operation of the international system on a stand alone basis.

For the purposes of these conditions of registration, the term “banking group” means ANZ NationalBank Limited’s financial reporting group (as defined in section 2(1) of the Financial Reporting Act1993).

For the purposes of these conditions of registration the term “domestic system” means all property,assets and systems (including in particular (but without limitation) all management, administrativeand information technology systems) owned, operated, or used, by the bank supporting, relating to,or connected with:

(a) the New Zealand dollar accounts and channels servicing the consumer banking market (butpotentially also other customer segments); and

84

(b) the general ledger covering subsidiary ledgers for (a) above, together with a daily updatedsummary of the subsidiary ledgers running on the international system; and

(c) any other functions, operations or business of, or carried on by, the bank (now or at any timein the future) that are not included in, or form part of, the international system.

For the purposes of these conditions of registration the term “international system” means thosesystems of the bank generally having one or more of the following characteristics:

(a) supports foreign currency accounts/transactions;

(b) supports cross-border trade, payments and other transactions;

(c) supports businesses that operate in global markets;

(d) supports accounts and transactions undertaken by institutions, corporates and banks;

(e) used to manage large, volatile risk businesses which operate on a global basis;

(f) used to service customers who conduct accounts and transactions with the bank in multiplecountries;

(g) used by the non-bank subsidiary companies.

85

ANZ LONDON BRANCH

ANZ group originated in the United Kingdom in 1835 when the Bank of Australasia was established byRoyal Charter. ANZ has maintained an office in London ever since. ANZ London Branch now operates as adivision of the Australia and New Zealand Banking Group Limited and organisationally its business isconcentrated on investment banking, and international network services.

The investment banking activity is focused on providing specialist strategic and financial advisory servicesto corporates, institutions and governments. ANZ London Branch also offers a full range of currency andinterest rate management products and trade finance services. It has recently been announced that projectfinance in the region is to be discontinued and a memorandum of understanding has been signed withStandard Chartered Bank for the transfer of the existing Project Structured Finance (“PSF”) business.

ANZ London Branch has total assets of A$4.2 billion as at 30 September, 2004. The PSF portfolio subjectto sale is A$700 million approximately.

86

ANZ JACKSON FUNDING PLC

ANZ Jackson Funding PLC, or ANZ UK Sub, was incorporated with limited liability in England and Walespursuant to the Companies Act 1985 (UK) on 16 November, 2004 with registered number 5287117. ANZUK Sub will issue the notes to the Managers, and the Managers will deposit the notes and the ANZpreference shares in the form of units with the trust. Upon issuance and deposit of the notes, the trust willhold all the notes issued by ANZ UK Sub until holders of the trust securities withdraw units from the trust,the Repurchase Entity repurchases the units or until the notes are assigned to ANZ Paris Branch immediatelyfollowing a conversion event.

The assets of ANZ UK Sub will consist solely of a loan advanced to ANZ London Branch. See “—LoanAgreement” below. Although its articles and memorandum of association place no restrictions on itscapacity, ANZ UK Sub exists solely for the purpose of:

• issuing its ordinary shares to ANZ Funds Pty Limited and ANZ;

• issuing and selling the notes to the Managers;

• on-lending the proceeds from the sale of the notes to ANZ London Branch; and

• engaging in only those other activities necessary or incidental to the above purposes.

Each of the directors and officers of ANZ UK Sub is an individual who is an officer or employee of ANZ orits affiliates.

Subject to the rights, if any, of the holders of the notes (to the limited extent described herein), all votingrights are vested in the ordinary shares of ANZ UK Sub. Holders of the ordinary shares are entitled to votein proportion to the number of ordinary shares held by them. All issued and outstanding ordinary shares arecurrently, and upon consummation of the offering will still be, held directly and indirectly by ANZ.

ANZ will pay all fees and expenses related to the organisation and operations of ANZ UK Sub, includingany taxes, assessments or other governmental charges of whatever nature imposed by the United KingdomInland Revenue or any other taxing authority upon ANZ UK Sub, other than withholding taxes with respectto which none of ANZ, ANZ UK Sub and the trust is obligated to pay additional amounts.

The authorised capital of ANZ UK Sub is £50,000, with two shares paid in full and 49,998 shares paid upas to 25%, such that paid-up capital is £12,501.50.

The location of the registered office of ANZ UK Sub is Minerva House, Montague Close, London, SE1 9DH,United Kingdom.

Loan Agreement

ANZ UK Sub and ANZ London Branch have entered into a loan agreement dated 13 December, 2004. Underthe agreement, ANZ UK Sub has agreed to lend to ANZ London Branch an amount in euros equal to theaggregate principal amount of the notes subscribed for by the Managers under the terms of the subscriptionagreement. The loan will mature on 15 December, 2053 or earlier by mutual agreement between ANZLondon Branch and ANZ UK Sub. The loan will bear interest in a manner which matches the interestpayable on the notes. In addition, ANZ London Branch will pay to ANZ UK Sub a margin of 0.01% perannum, payable quarterly in arrears on each distribution payment date. If at any time ANZ UK Sub is notobliged under the terms of the indenture to pay interest on the notes then ANZ London Branch will not beobliged to pay interest on the loan. At all other times interest will be payable on the loan at the same rate asinterest is payable at that time on the notes.

The obligations of ANZ London Branch under the loan will be unsecured, junior subordinated obligationsthat will, in effect, rank prior to and in a winding-up of ANZ, equally with the ANZ preference shares.Accordingly, the rights of ANZ UK Sub to receive payments under the loan will be subordinated to the rightsof the holders of any obligations of ANZ that are senior in priority to the obligations under the loan.

The parties may substitute another branch of ANZ for ANZ London Branch.

87

CAPITALISATION AND FUNDING OF ANZ JACKSON FUNDING PLC

The following table shows the capitalisation of ANZ UK Sub as at the date hereof, adjusted to reflect theissuance of the notes contemplated hereby. The authorised share capital of ANZ UK Sub is £50,000comprising 50,000 ordinary shares of £1 par value each.

£1111211

Equity:2 issued and fully paid ordinary shares of £1 par value each............................................ 2.0049,998 issued and partly paid ordinary shares1 of £1 par value each................................ 12,499.50Total equity ...................................................................................................................... 12,501.50

1211111

Liabilities:Notes .................................................................................................................................. 345,901,072.00 2

Total Liabilities ................................................................................................................ 345,901,072.001211111

Total capitalisation .......................................................................................................... 345,913,573.50

1 Each such share is paid up as to 25% of its par value

2 Which at the date of this Offering Circular is equivalent to A500,000,000 (based on the exchange rate of the European Central Bankof £ to A at 6 December, 2004)

Indebtedness

Since the date of its registration, ANZ UK Sub has not had any loan capital outstanding, has not incurredany borrowings, has had no contingent liabilities and has not granted any guarantees other than in connectionwith the issue of the notes.

88

ANZ CAPITAL TRUST III

ANZ Capital Trust III is a statutory trust formed under the Delaware Statutory Trust Act, as amended,pursuant to a declaration of trust and the filing of a certificate of trust with the Secretary of State of the Stateof Delaware on 24 November, 2004. The declaration of trust will be amended and restated in its entirety bythe declaration.

The Managers will deposit the units with the property trustee in exchange for the trust securities offered bythis Offering Circular. Upon issuance and sale of the trust securities, the purchasers of the trust securitieswill own all the trust securities issued by the trust. See “Description of the Trust Securities”.

The assets of the trust will consist solely of the units. The trust exists for the exclusive purpose of:

• holding the units;

• issuing and selling the trust securities representing the units;

• entering into the conversion and repurchase agreement;

• qualifying, for U.S. federal income tax purposes, as a grantor trust that is a United States personwithin the meaning of Section 7701(a)(30) of the Code; and

• engaging in only those other activities necessary or incidental to the above purposes.

The Bank of New York (Delaware) will initially act as the Delaware trustee of the trust until removed orreplaced by ANZ US Sub.

Pursuant to the terms of the declaration, ANZ will pay all fees and expenses related to the organisation andoperations of the trust, including any taxes, assessments or other governmental charges of whatever natureimposed by the United States or any other taxing authority upon the trust, other than withholding taxes withrespect to which none of ANZ, ANZ UK Sub and the trust is obligated to pay additional amounts.

The declaration provides that, to the fullest extent permitted by law, without the need for any other action ofany person, including the property trustee or any other holder of trust securities, each holder of trustsecurities will be entitled to enforce, in the name of the trust, the rights of the trust under the units representedby the trust securities held by such holder. A holder of trust securities may at any time upon written noticewithdraw and hold directly the underlying units represented by such trust securities, in which case suchholder will be entitled to directly enforce its rights under the units.

The trust is not the beneficial owner of the units and it has no capital of which it is the beneficial owner.

The location of the principal executive office of the trust is c/o The Bank of New York (Delaware), 700White Clay Centre, Newark, Delaware, 19711.

89

TAXATION

Certain Australian Tax Consequences

The taxation discussion below of certain Australian tax consequences is based on the understanding of ANZ,Australia and outlines certain Australian tax considerations for holders that are resident of the UnitedKingdom for UK income tax purposes and the UK/Australia Double Tax Agreement (“holders”) in relationto purchase, ownership and disposition of trust securities, notes and ANZ preference shares.

Introduction

The discussion is intended only as a descriptive summary and does not purport to be a complete technicalanalysis or listing of all potential Australian tax effects. It is based upon laws, regulations, rulings, decisionsand practices now in effect and is subject to changes in Australian law, including in any double taxationagreement between Australia and the United Kingdom (the “Treaty”), including retroactive changes orpossible differing interpretations.

Australia is in the process of major tax reform, and it is important that potential investors monitordevelopments, as changes to the tax legislation or administration of the law (or both) may have a materialimpact on the comments provided below. Potential investors are advised to obtain advice on these taxreforms before deciding whether to invest.

Taxation is a complex area of law and taxation consequences for a holder may differ from those detailed inthis commentary, depending on the holder’s particular circumstances. Accordingly, potential investorsshould not rely on this commentary as a substitute for professional advice. All potential investors who areconsidering investing should obtain their own independent professional advice, in light of their particularcircumstances, before deciding whether to invest.

This commentary below only applies to holders who are residents of the United Kingdom and are entitled tothe benefits of the Treaty and are not residents of Australia for the purposes of the taxation laws of eachcountry, including the terms of the Treaty. There are detailed rules which will determine the tax residency ofholders and whether holders are entitled to the benefits of the Treaty and potential investors should seekadvice on this issue before deciding whether to invest.

Distributions on Trust Securities

Holders should not be subject to Australian tax (including withholding taxes) in respect of distributions ontrust securities representing interest payments on the notes or on payments received from ANZ’s LondonBranch under the guarantee, provided the distributions are not attributable to a business carried on by theholder at or through a permanent establishment of the holder in Australia. Distributions paid on the trustsecurities prior to a conversion event should not be frankable under Australian law.

Sale of Trust Securities

Holders who hold their trust securities on capital account should not be subject to Australian Capital GainsTax (“CGT”) in respect of a disposal of trust securities by way of sale unless:

• the holder, together with its associates, beneficially owned, at any time during the five years prior tothe disposal, shares in ANZ or interests in such shares representing 10% or more, by value, of theissued share capital of ANZ (except shares, like the ANZ preference shares, which carry a right onlyto participate in a distribution of profits or capital to a limited extent); or

• the holder has at any time used the ANZ preference shares in carrying on a business through apermanent establishment in Australia.

Holders who hold their trust securities on revenue account (e.g., as part of a business of trading in securities)will only be subject to Australian tax in respect of any profit or proceeds on sale or redemption of the trust

90

securities if the profit or proceeds are attributable to a business carried on by the holder at or through apermanent establishment of the holder in Australia.

Interest Payments on the Notes

Interest payments from ANZ UK Sub on the notes should not be subject to any Australian withholding taxon the basis that the funds raised by ANZ UK Sub in respect of the notes are not intended to be used by ANZUK Sub in carrying on business in Australia.

In any event, the terms of the notes require, subject to certain exceptions, that ANZ UK Sub will pay toholders additional amounts in respect of any such taxes required to be withheld from the payments so thatholders receive the same net after-tax amounts.

Withdrawal of Units from ANZ Capital Trust III

There should be no Australian tax consequences associated with the withdrawal of units from the trust.

Redemption of Trust Securities Upon Conversion Event

Where the trust securities are redeemed as a result of a conversion event unless the conversion event is therepurchase of units, the ANZ preference shares will detach from the notes, the notes will be transferred toANZ Paris Branch, the ANZ preference shares will become dividend paying and the ANZ preference shareswill be distributed pro rata to holders of the trust securities in redemption of the trust securities.

There should be no adverse Australian tax consequences for investors in respect of the transfer of the ANZpreference shares to investors upon redemption of the trust securities or transfer of the notes to ANZ ParisBranch.

Redemption of Trust Securities for Cash

The trust securities may be redeemed for cash on the redemption by ANZ of the ANZ preference shares. Thetax consequences of the redemption of ANZ preference shares are described below.

Dividends on ANZ Preference Shares

Dividends received in respect of the ANZ preference shares following a conversion event will be frankabledistributions and can therefore be franked under the imputation system with credit for the Australiancompany tax paid by ANZ on the underlying profits out of which they are paid. The dividends will not besubject to Australian withholding tax to the extent they are franked or are subject to a “foreign dividendaccount declaration” or an equivalent declaration under the proposed foreign income account rules (broadly,a declaration that can be made in respect of dividends paid out of certain non-Australian source dividendsreceived by ANZ).

Otherwise, any unfranked dividends will be subject to dividend withholding tax. The normal rate of dividendwithholding tax is 30%, but for holders who qualify for the benefits of the Treaty (being residents of theUnited Kingdom for UK tax purposes), it will be reduced to 15% or, if the holder is a company which holdsat least 10% of the voting power of ANZ, to 5%. The issue terms include a “withholding tax gross up” clause,so that (subject to certain exceptions—see “Description of the ANZ Preference Shares—AdditionalAmounts”) ANZ will pay to holders additional amounts in respect of such taxes required to be withheld fromthe payments so that the holders receive the same net after-tax amount.

Sale of ANZ Preference Shares

Holders who hold their ANZ preference shares on capital account should not be subject to Australian CGTin respect of a disposal of the ANZ preference shares by way of sale unless:

• the holder, together with its associates, beneficially owned, at any time during the five years prior tothe disposal, shares in ANZ or interests in such shares representing 10% or more by value of the

91

issued share capital of ANZ (except shares, like the ANZ preference shares, which carry a right onlyto participate in a distribution of profits or capital to a limited extent); or

• the holder has at any time used the ANZ preference shares in carrying on a business through apermanent establishment in Australia.

Holders who hold their ANZ preference shares on revenue account (e.g., as part of a business of trading insecurities) will only be subject to Australian tax in respect of any profit or proceeds on sale of the ANZpreference shares if the profit or proceeds are attributable to a business carried on by the holder at or througha permanent establishment of the holder in Australia.

Redemption of ANZ Preference Shares

If the ANZ preference shares are redeemed for an amount in excess of their issue price, the amount of theexcess will generally be deemed to be a frankable dividend, subject to the legal form of the redemption(redemption, buy-back or capital reduction) and the source of the redemption proceeds. The samewithholding tax consequences will apply in respect of this deemed dividend as for actual dividends asdiscussed above.

Otherwise, the consequences of a redemption or buy-back of the ANZ preference shares for holders arebroadly the same as for a sale of ANZ preference shares outlined above.

Conversion Event

Holders should not be subject to Australian tax on transfer of the notes to ANZ Paris Branch upon theoccurrence of a conversion event, unless they have used the notes at any time in carrying on business througha permanent establishment in Australia.

Other Australian Taxes

No stamp, issue, registration or similar taxes or duties are currently payable in Australia in connection withthe issue or the sale, redemption or other disposal of the notes, ANZ preference shares or trust securities.

The goods and services tax will not apply to any of the proposed transactions.

There are no gift, estate or other inheritance taxes or duties under current Australian law.

Certain United Kingdom Tax Consequences

The following, which applies only to persons who are the absolute beneficial owners of the right to intereston the notes and of ANZ preference shares, is a summary of the Issuer’s understanding of certain relevantaspects of current United Kingdom tax law and Inland Revenue practice as at the date of this OfferingCircular. The summary does not purport to be a complete analysis of all tax considerations arising in respectof trust securities, notes or ANZ preference shares. The summary does not address the position of UnitedKingdom taxpayers within the charge to income tax (except in relation to withholding tax). Some parts ofthe summary do not apply to certain classes of taxpayer (such as dealers). Prospective holders of trustsecurities (or of notes and ANZ preference shares) who may be subject to a charge to income tax or capitalgains tax in the United Kingdom or to tax in a jurisdiction other than the United Kingdom or who may beunsure as to their tax position should seek their own professional advice.

United Kingdom Corporation Tax Payers

Persons will not be within the charge to United Kingdom corporation tax unless they are either a companyresident for tax purposes in the United Kingdom or a company which carries on a trade through a permanentestablishment in the United Kingdom.

Holders of trust securities will be treated as the beneficial owners of the right to interest on the notes and ofANZ preference shares for the purpose of United Kingdom corporation tax. The price paid for the acquisition

92

of trust securities will need to be apportioned between the beneficial interest in the notes and in the ANZpreference shares (according to their respective market values at the date of purchase) for the purpose ofcomputing liabilities to United Kingdom corporation tax.

Interest Receivable on the Notes and Dividends Paid on the ANZ Preference Shares

Holders of trust securities which are within the charge to United Kingdom corporation tax will be chargedto tax as income on the profit relating to interest receivable in respect of the notes broadly in accordance withtheir statutory accounting treatment (and having regard to the apportionment referred to above). Suchholders will also be charged to corporation tax on any ANZ preference share dividend receivable (subject toany claim to double tax relief in respect of Australian withholding tax).

Disposal of ANZ Preference Shares

A disposal (including a redemption) of ANZ preference shares by a United Kingdom corporation tax payermay give rise to a chargeable gain or allowable loss for the purposes of United Kingdom taxation ofchargeable gains.

Because holders will be treated as disposing of the rights to the interest on the notes and of the ANZpreference shares, rather than of an interest in the trust itself, no charge to tax should arise under the UnitedKingdom offshore funds legislation on a disposal of trust securities.

Disposal of Notes

A disposal of the right to interest on the notes by a United Kingdom corporation tax payer may give rise toprofits or losses for United Kingdom corporation tax purposes broadly in accordance with their statutoryaccounting treatment.

Interest on the Notes

UK Interest Withholding Tax Considerations

For so long as the notes are and continue to be listed on a “recognised stock exchange” within the meaningof section 841 of the Income and Corporation Taxes Act 1988 (the Channel Islands Stock Exchange is sucha “recognised stock exchange” for this purpose) interest payments on each of the notes will be treated as a“payment of interest on a quoted Eurobond” within the meaning of section 349 of the Income andCorporation Taxes Act 1988. In these circumstances, payments of interest on the notes may be made withoutwithholding or deduction for or on account of United Kingdom income tax irrespective of whether the notesare in global form or in definitive form.

If the notes cease to be listed on a recognised stock exchange, an amount must be withheld on account ofUnited Kingdom income tax at the lower rate (currently 20 per cent.) from interest paid on them, subject toany direction to the contrary from the Inland Revenue in respect of such relief as may be available pursuantto the provisions of an applicable double taxation treaty or to the interest being paid to the persons (includingcompanies within the charge to United Kingdom corporation tax) and in the circumstances specified insections 349A to 349D of the Income and Corporation Taxes Act 1988.

Holders of notes who are individuals may wish to note that the Inland Revenue has power to obtaininformation (including the name and address of the beneficial owner of the interest) from any person in theUnited Kingdom who either pays interest to or receives interest for the benefit of an individual. Informationso obtained may, in certain circumstances, be exchanged by the Inland Revenue with the tax authorities ofother jurisdictions.

European Union Directive on the Taxation of Savings Income

The European Union has adopted a Directive regarding the taxation of savings income. Subject to a numberof important conditions being met, it is proposed that Member States will be required from 1 July, 2005 to

93

provide to the tax authorities of other Member States details of payments of interest and other similar incomepaid by a person to an individual in another Member State, except that Austria, Belgium and Luxembourgwill instead impose a withholding system for a transitional period unless during such period they electotherwise.

Payments Made Under The ANZ London Branch Guarantee

If ANZ London Branch makes any payments in respect of interest on the notes such payments may besubject to deduction of United Kingdom withholding tax at a rate not exceeding the basic rate (currently 22per cent.), subject to such relief as may be available under the provisions of any applicable double taxationtreaty.

Stamp Duty And Stamp Duty Reserve Tax

No United Kingdom stamp duty or stamp duty reserve tax is payable on the purchase of the trust securitiesby the investors, on a subsequent transfer of the notes and ANZ preference shares from the trust to theinvestors or on a transfer by investors to other investors, provided that any stock transfer of ANZ preferenceshares is executed outside the United Kingdom and does not relate to any matter or thing to be done in theUnited Kingdom.

Certain U.S. Federal Income Tax Consequences

This section describes the material U.S. federal income tax consequences of the acquisition, ownership anddisposition of the trust securities and ANZ preference shares by a non-U.S. holder (as defined below). Itapplies to you only if you acquire the trust securities in this offering and hold the trust securities and ANZpreference shares as capital assets for tax purposes.

This section is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history,existing and proposed regulations, published rulings and court decisions, all as currently in effect. Theselaws are subject to change, possibly on a retroactive basis. This section does not address any aspects of state,local, foreign or other tax laws.

You are a “non-U.S. holder” if you are a beneficial owner of trust securities or ANZ preference shares andyou are not: (i) a citizen or resident of the United States for U.S. federal income tax purposes, (ii) acorporation or a partnership (including an entity treated as a corporation or a partnership for U.S. federalincome tax purposes) created or organized in or under the laws of the United States, any state thereof or theDistrict of Columbia, (iii) an estate whose income is subject to U.S. federal income tax regardless of itssource, or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over theadministration of the trust and one or more U.S. persons have the authority to control all substantial decisionsof the trust or (b) it has a valid election in effect under applicable Treasury regulations to be treated as a U.S.person.

Special rules may apply to certain non-U.S. holders, such as “controlled foreign corporations,” “passiveforeign investment companies,” “foreign personal holding companies,” foreign partnerships, foreign estatesor foreign trusts having a beneficiary that is a U.S. person, corporations that accumulate earnings to avoidU.S. federal income tax, and persons that actually or constructively own 10% or more of the voting stock ofANZ, that are subject to special treatment under the Code. These persons should consult their own taxadvisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

The trust securities are being offered and sold outside the United States to non-U.S. holders and are intendedto be owned solely by non-U.S. holders. Thus, the trust securities are not being marketed to U.S. persons (asdefined in the Code) and are not intended to be owned, directly or indirectly, by U.S. persons. Any U.S.person who invests in the trust securities, directly or indirectly, could be subject to certain adverse orotherwise unintended U.S. federal income tax consequences as a result of such an investment.

94

No statutory, administrative or judicial authority directly addresses the treatment of trust securities orinstruments similar to trust securities for U.S. federal income tax purposes. As a result, no assurance can begiven that the Internal Revenue Service will agree with the tax consequences described herein.

Non-U.S. holders should consult their own tax advisors regarding the U.S. federal, state, local and theforeign and other tax consequences of purchasing, owning and disposing of trust securities or ANZpreference shares in their particular circumstances.

Subject to the discussion of backup withholding below, a non-U.S. holder will not be subject to U.S. federalincome tax (including withholding tax) on any income in respect of the trust securities or ANZ preferenceshares, or on any gain realized by the non-U.S. holder on the sale or exchange of trust securities or ANZpreference shares unless (i) such income or gain is effectively connected with the conduct of a trade orbusiness by the non-U.S. holder in the United States or (ii) in the case of gain realized by an individual non-U.S. holder, the non-U.S. holder is present in the United States for 183 days or more in the taxable year andcertain other conditions are met.

In general, information reporting and backup withholding may apply to payments made on and proceedsfrom the sale of the trust securities or ANZ preference shares unless the non-U.S. holder complies withapplicable certification procedures to establish that it is not a U.S. person for U.S. federal income taxpurposes.

95

ERISA CONSIDERATIONS

Before authorizing an investment in the trust securities, a fiduciary of a pension, profit-sharing or otheremployee benefit plan (a “Plan”) subject to ERISA should consider, among other matters, (a) ERISA’sfiduciary standards, (b) whether such investment in the trust securities by the Plan satisfies the prudence anddiversification requirements of ERISA, taking into account the overall investment policies of the Plan, thecomposition of the Plan’s portfolio and the limitations on the marketability of the trust securities, (c) whethersuch fiduciaries have authority to make such investment in the trust securities under applicable Planinvestment policies and governing instruments and (d) rules under ERISA and the Code that prohibit Planfiduciaries from causing a Plan to engage in a “prohibited transaction”.

Due to the complexity of these rules and the penalties that may be imposed upon persons involved innonexempt prohibited transactions, it is particularly important that fiduciaries or other personsconsidering purchasing the trust securities on behalf of or with “plan assets” of any Plan consult withtheir counsel regarding the potential consequences if the assets of the trust were deemed to be “planassets” and the availability of exemptive relief under applicable Exemptions (as defined below).

Section 406 of ERISA and Section 4975 of the Code prohibit Plans, any entity whose underlying assetsinclude “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”), as well asindividual retirement accounts and Keogh and other plans subject to Section 4975 of the Code (also “Plans”),from, among other things, engaging in certain transactions involving “plan assets” of a Plan with personswho are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Code (“Partiesin Interest”) with respect to such Plan. A violation of these “prohibited transaction” rules may result inimposition of an excise tax or other liabilities and adverse consequences under ERISA and/or Section 4975of the Code for such persons, unless exemptive relief is available under an applicable statutory oradministrative exemption. Employee benefit plans that are governmental plans (as defined in Section 3(32)of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and foreign plans (as described inSection 4(b)(5) of ERISA) are not subject to the requirements of ERISA or Section 4975 of the Code.

Under a regulation (the “Plan Assets Regulation”) issued by the US Department of Labor (the “DOL”), theassets of the trust would be deemed to be “plan assets” of a Plan for purposes of ERISA and Section 4975of the Code if “plan assets” of the Plan and/or a Plan Asset Entity were used to acquire an equity interest inthe trust and no exception were applicable under the Plan Assets Regulation. An “equity interest” is definedunder the Plan Assets Regulation as any interest in an entity other than an instrument which is treated asindebtedness under applicable local law and which has no substantial equity features and specificallyincludes a beneficial interest in a trust. For purposes of the Plan Assets Regulation, the trust securities arelikely to be treated as “equity interests”.

Pursuant to an exception contained in the Plan Assets Regulation, the assets of the trust would not be deemedto be “plan assets” of investing Plans if, immediately after the most recent acquisition of any equity interestin the trust, less than 25 percent of the value of each class of equity interests in the trust were held by Plans,other employee benefit plans not subject to ERISA or Section 4975 of the Code (such as governmental,church and foreign plans), and Plan Asset Entities (collectively, “Benefit Plan Investors”). No monitoring orother measures will be taken with respect to limiting the value of the trust securities held by Benefit PlanInvestors to less than 25 percent of the total value of such trust securities at the completion of the initialoffering or thereafter. Thus, the conditions of the exception may not be satisfied.

Under the terms of the Plan Assets Regulation, if the trust were deemed to hold plan assets by reason of aPlan’s investment in the trust securities, such Plan assets would include an undivided interest in the assetsheld by the trust (i.e., the units). In such event, the persons providing services with respect to the assets ofthe trust may become Parties in Interest with respect to such an investing Plan and may become subject tothe fiduciary responsibility provisions of Title I of ERISA and the prohibited transaction provisions ofERISA and the Code with respect to transactions involving such assets. In this regard, if the person orpersons with discretionary responsibility with respect to such assets were affiliated with ANZ, any suchdiscretionary actions taken with respect to such assets could be deemed to constitute a prohibited transactionunder ERISA or the Code (e.g., the use of such fiduciary authority or responsibility in circumstances under

96

which such persons have interests that may conflict with the interests of the Plans for which they act andaffect the exercise of their best judgement as fiduciaries). In order to lessen the likelihood of such prohibitedtransactions, each investing Plan, by purchasing one or more trust securities, will be deemed to have (i)directed the property trustee to invest in the units, and (ii) appointed the property trustee of the trust.

In addition, the purchase and holding of the trust securities and certain transactions involving the trust couldbe deemed to constitute direct or indirect prohibited transactions under ERISA and Section 4975 of the Codewith respect to a Plan if the trust securities were acquired with “plan assets” of such Plan and/or assets ofthe trust were deemed to be “plan assets” of Plans investing in the trust. For example, if ANZ is a Party inInterest with respect to an investing Plan (or becomes a Party in Interest in connection with this transaction),indirect extensions of credit between ANZ and the trust (as represented by the notes and the trust’s ownershipof 100 percent of the units) would likely be prohibited by Section 406(a)(1)(B) of ERISA and Section4975(c)(1)(B) of the Code, unless exemptive relief were available under an applicable administrativeexemption (see below).

The DOL has issued five prohibited transaction class exemptions (“PTCEs”) that may provide exemptiverelief if required for direct or indirect prohibited transactions that may arise from the purchase or holding ofthe trust securities if the trust securities are acquired directly or indirectly from or for the benefit of a Partyin Interest. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house assetmanagers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactionsinvolving insurance company pooled separate accounts), and PTCE 84-14 (for certain transactionsdetermined by independent qualified professional asset managers).

Because of the foregoing restrictions, the trust securities may not be purchased or held by any Plan, any PlanAsset Entity, or any person investing “plan assets” of any Plan, unless such purchase or holding is coveredby the exemptive relief provided by PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 (collectively, “ApplicableExemptions”). Any purchaser or holder of the trust securities or any interest therein will be deemed to haverepresented by its purchase and holding thereof that either (a) it is not a Plan or a Plan Asset Entity and isnot purchasing such securities on behalf of or with “plan assets” of any Plan or (b) the purchase and holdingof the trust securities is covered by the exemptive relief provided by an Applicable Exemption.

Even if the conditions of one or more of the Applicable Exemptions are satisfied, no assurance can be giventhat such Applicable Exemptions would apply to discretionary actions taken by the property trustee orconversion and repurchase trustee of the trust, if the need for such discretionary actions were to arise. Forthis reason, in order to lessen any potential conflicts of interest, the declaration and the conversion andrepurchase agreement specifically enumerate the duties of each such trustee and provide that no such trusteeshall have any duties other than as specifically set forth in the declaration or the conversion and repurchaseagreement.

Governmental plans, as defined in Section 3(32) of ERISA, are not subject to ERISA, and are also notsubject to the prohibited transaction provisions under Section 4975 of the Code. However, state laws orregulations governing the investment and management of the assets of such plans may contain fiduciary andprohibited transaction requirements similar to those under ERISA and the Code discussed above.Accordingly, fiduciaries of governmental plans, in consultation with their advisors, should consider theimpact of their respective state pension codes on investments in the trust securities and the considerationsdiscussed above, to the extent applicable.

97

SUBSCRIPTION AND SALE

Subject to the terms and conditions set forth in a subscription agreement among ANZ, ANZ UK Sub, ANZLondon Branch, ANZ Paris Branch, the trust and the Managers, (i) ANZ UK Sub has agreed to issue to theManagers, and the Managers have agreed to subscribe for A500,000,000 aggregate principal amount of notes,(ii) ANZ has agreed to issue to the Managers, and the Managers have agreed to subscribe for in the aggregate500,000 ANZ preference shares at an aggregate purchase price of A500,000,000, (iii) the Managers haveagreed to deposit the notes and the ANZ preference shares with the trust in exchange for all of the trustsecurities offered hereby, and (iv) the Managers have agreed to distribute the trust securities offered hereby.

In connection with the initial issuance of the trust securities, ANZ Paris Branch will pay a fee ofA500,000,000 to the Managers pursuant to the assignment of the notes described under “Description of theNotes and the Guarantee—Assignment to ANZ Paris Branch Following a Conversion Event”.

ANZ has agreed to indemnify the Managers against certain liabilities, including liabilities incurred inconnection with this Offering Circular and under the Securities Act or otherwise, or to contribute topayments that the Managers may be required to make in respect of those liabilities.

The Managers expect to offer the trust securities, subject to prior sale, when, as and if issued to and acceptedby them, subject to approval of legal matters by their counsel, and other conditions contained in thesubscription agreement, such as the receipt by the Managers of officer’s certificates and legal opinions. TheManagers reserve the right to withdraw, cancel or modify offers to investors and to reject orders in whole orin part.

ANZ, ANZ UK Sub and the trust have agreed that, without the prior written consent of the Managers, neitherANZ, ANZ UK Sub nor the trust will, during the period ending 90 days after the date of this OfferingCircular:

• directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase,purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwisetransfer or dispose of any trust securities, units, notes or ANZ preference shares or securities that aresubstantially similar to the trust securities, units, notes or ANZ preference shares, in each case thatwould constitute hybrid tier 1 regulatory capital for ANZ and for its consolidated subsidiaries(collectively, the “ hybrid tier 1 securities”) or any other preference shares or securities of ANZ or itssubsidiaries convertible into or exercisable or exchangeable for any hybrid tier 1 securities(collectively, the “Restricted Securities”) or file any registration statement under the Securities Actwith respect to any Restricted Securities, or

• enter into any swap or any other agreement or any transaction (other than any agreement entered intopursuant to this offering of trust securities) that transfers, in whole or in part, directly or indirectly, theeconomic consequence of ownership of any Restricted Securities, whether any such swap ortransaction is to be settled by delivery of Restricted Securities, in cash or otherwise.

The foregoing shall not apply to an issue of Restricted Securities denominated in Australian dollars, whichis exclusively offered and sold in Australia.

Commissions

The Managers have advised ANZ, ANZ UK Sub and the trust that they propose initially to offer the trustsecurities directly to investors at the price to investors set forth on the cover page of this Offering Circular.After the initial offering, the price to investors may be changed. ANZ will pay each Manager a combinedmanagement and underwriting commission as agreed with each of them.

98

Selling Restrictions

General

With respect to any sale of the trust securities, neither the Issuers nor any Manager will take any action topermit a public offering of the trust securities in any jurisdiction where action would be required for suchpurpose. The Managers will not offer or sell any trust securities and the trust securities (or any units, notesor preference shares) may not be sold in any jurisdiction except under circumstances that will result incompliance with all applicable laws thereof.

United States

The trust securities are not and will not be registered under the Securities Act, are being offered and soldoutside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under theSecurities Act and may not be offered, sold or delivered, directly or indirectly, within the United States or toU.S. persons as defined in Regulation S under the Securities Act or United States persons within the meaningof Section 7701(a)(30) of the Code.

Germany

Each Manager has represented not to offer or sell the trust securities in the Federal Republic of Germanyotherwise than in compliance with the provisions of the German Securities Sales Prospectus Act(Wertpapier-Verkaufsprospektgesetz) or any other laws applicable in the Federal Republic of Germany.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia(“Corporations Act”)) in relation to the trust securities, the units, the ANZ preference shares or the notes hasbeen lodged with, or registered by, ASIC or ASX.

This Offering Circular does not constitute an offer for issue or sale of trust securities (or any units, notes orANZ preference shares) in the Commonwealth of Australia or any of its States or Territories. (An “offer”includes an invitation to apply for or offer to subscribe or purchase.) None of the trust securities, units, notesor ANZ preference shares may be offered for issue or sale in the Commonwealth of Australia or any of itsStates or Territories unless, by virtue of section 708 of the Corporations Act or other applicable exemption,the offer or invitation does not need disclosure to investors under Part 6D.2 of the Corporations Act.

Each Manager has agreed that it:

• will not make any offer or invitation in or received in Australia in relation to the issue, sale or purchaseof any trust securities, nor will it sell any trust securities in Australia, unless the offeree is required topay at least A$500,000 (or the equivalent in another currency, in either case, disregarding moneys lentby ANZ or its associates (within the meaning of those expressions in Part 6D.2 of the CorporationsAct)) or the offer or invitation otherwise by virtue of Section 708 of the Corporations Act or otherapplicable exemption does not need disclosure to investors under Part 6D.2 or Division 2 of Part 7.9of the Corporations Act; and

• will not circulate or issue a disclosure document in Australia or cause a disclosure document to bereceived in Australia which requires lodging under Division 5 of Part 6D.2 or Division 2 of Part 7.9of the Corporations Act.

New Zealand

The Issuers do not intend that any trust securities, units, notes or ANZ preference shares be offered for saleor subscription to members of the public in New Zealand in terms of the Securities Act 1978.

With respect to any sale of the trust securities in New Zealand:

99

No trust securities or any units, notes or ANZ preference shares that may be issued, at any time, inconnection with the securities offered by this Offering Circular may be offered or sold in New Zealand, otherthan to persons whose principal business is the investment of money or who, in the course of and for thepurposes of their business, habitually invest money, or to any other person who in all the circumstances canproperly be regarded as having been selected otherwise than as a member of the public in terms of theSecurities Act 1978 (NZ); and

No prospectus, investment statement or advertisement, as those terms are defined in the Securities Act 1978(NZ), or any form of application or other offering document relating to the trust securities or any units, notesor ANZ preference shares that may be issued, at any time, in connection with the securities offered by thisOffering Circular may be used whether in New Zealand or elsewhere, which is directed at, or the contentsof which are likely to be accessed or read by, the public in terms of the Securities Act 1978 (NZ).

United Kingdom

Each Manager has agreed that:

• it has not offered or sold and, prior to the expiry of a period of six months from the issue date of thetrust securities, will not offer or sell any trust securities to persons in the United Kingdom except topersons whose ordinary activities involve acquiring, holding, managing or disposing of investments,as principal or agent, for the purposes of their businesses or otherwise in circumstances which havenot resulted and will not result in an offer to the public in the United Kingdom within the meaning ofthe Public Offers of Securities Regulations 1995, as amended;

• it has only communicated or caused to be communicated and will only communicate or cause to becommunicated any invitation or inducement to engage in investment activity (within the meaning ofsection 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connectionwith the issue or sale of any trust securities in circumstances in which section 21(1) of the FSMA doesnot apply to the Issuers; and

• it has complied and will comply with all applicable provisions of the FSMA with respect to anythingdone by it in relation to the trust securities in, from or otherwise involving the United Kingdom.

Hong Kong

Each Manager has agreed that:

• it has not offered or sold, and will not offer or sell, in Hong Kong, by means of any document, anytrust securities, other than (i) to persons whose ordinary business is to buy or sell shares or debentures(whether as principal or agent), or (ii) in other circumstances which do not constitute an offer to thepublic within the meaning of the Companies Ordinance (Cap. 32) (the “CO”), or (iii) to “professionalinvestors” within the meaning of the Securities and Futures Ordinance (Cap. 571) (the “SFO”) andany rules made under the SFO, or (iv) in other circumstances which do not result in the documentbeing a “prospectus” within the meaning of the CO; and

• it has not issued, or had in its possession for the purpose of issue, and will not issue, or have in itspossession for the purpose of issue (in each case whether in Hong Kong or elsewhere), anyadvertisement, invitation or document relating to the trust securities which is directed at, or thecontents of which are likely to be accessed or read by, the public in Hong Kong (except if permittedto do so under the securities laws of Hong Kong) other than with respect to trust securities which areor are intended to be disposed of only to persons outside Hong Kong or only to “professionalinvestors” within the meaning of the SFO and any rules made under the SFO.

Singapore

This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the“MAS”) under the Securities and Futures Act, Chapter 289, Singapore (the “Securities and Futures Act”).Accordingly, the trust securities may not be offered or sold or made the subject of an invitation for

100

subscription or purchase nor may this Offering Circular or any other document or material in connectionwith the offer or sale, or invitation for subscription or purchase of any trust securities be circulated ordistributed, whether directly or indirectly, to the public or any member of the public in Singapore other than(i) to an institutional investor or other person specified in Section 274 of the Securities and Futures Act, (ii)to a sophisticated investor, and in accordance with the conditions, specified in Section 275 of the Securitiesand Futures Act or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicableprovision of the Securities and Futures Act.

Japan

The trust securities have not been and will not be registered under the Securities and Exchange Law of Japan.

Each Manager has agreed that it has not offered or sold and will not offer or sell, directly or indirectly, anyof the trust securities in Japan or for the benefit of any resident of Japan or to any persons for reoffering orresale, directly or indirectly, in Japan or to any resident of Japan, except pursuant to an exemption from theregistration requirements of and otherwise in compliance with the Securities and Exchange Law of Japanavailable thereunder and in compliance with the other applicable laws, regulations and ministerial guidelinesof Japan. As used in this paragraph, “resident of Japan” means any person residing in Japan, including anycorporation or other entity organised under the laws of Japan.

Netherlands

Each Manager has agreed that the trust securities shall exclusively be offered to natural or legal persons whoare established, domiciled or have their residence (collectively, “are resident”) outside The Netherlands and,accordingly, not to persons who are resident in The Netherlands.

Italy

Each Manager has represented and agreed that the offering of the trust securities has not been cleared byCONSOB, Commissione Nazionale per le Societa’ e la Borsa (the “Italian Securities ExchangeCommission”) pursuant to Italian securities legislation and, accordingly, no trust securities may be offered,sold or delivered, nor may copies of this Offering Circular or of any other document relating to the trustsecurities be distributed in the Republic of Italy, except:

(i) to qualified investors (investitori qualificati), as defined in Article 30, second paragraph of LegislativeDecree No. 58 of 24 February, 1998, as subsequently amended (the “Financial Services Act”), andArticle 31, second paragraph, of CONSOB Regulation No. 11522 of 1 July, 1998, as amended; or

(ii) in such other circumstances which are exempted from compliance with the rules on solicitationrestriction of investments pursuant to Article 100 of the Financial Services Act and Article 33, firstparagraph, of CONSOB Regulation No. 11971 of 14 May, 1999, as amended.

Each Manager has further represented and agreed that any offer, sale or delivery of the trust securities ordistribution of copies of this Offering Circular or any other document relating to the trust securities in theRepublic of Italy under (i) or (ii) above must be:

(a) made by (i) Italian banks, investment firms or financial companies enrolled in the special registerprovided for in Article 107 of the Legislative Decree no. 385 of 1 September, 1993 (the “BankingLaw”), to the extent duly authorised to engage in the placement and/or underwriting of financialinstruments in the Italian Republic in accordance with the Banking Law, the Financial Services Actand the relevant implementing regulations; or by (ii) foreign banks, investment firms or financialinstitutions (the controlling shareholding of which is owned by one or more banks located in the sameEuropean Union Member State) authorised to place and distribute securities in the Republic of Italypursuant to Articles 14, 15, 16 and 18 of the Banking Law, and Articles 27 and 28 of the FinancialService Act in each case acting in compliance with every applicable law and regulation;

(b) in compliance with Article 129 of the Banking Law and the implementing guidelines of the Bank ofItaly, pursuant to which the issue or the offer of securities in the Republic of Italy is subject to prior

101

notification to the Bank of Italy unless an exemption applies depending, inter alia, on the aggregatevalue of the securities issued or offered in the Republic of Italy and their characteristics and, evenwhen an exemption from the prior notification applies, may need to be followed by a subsequentcommunication reporting to the Bank of Italy the results of the issue and of the placement; and

(c) in compliance with any other applicable laws and regulation, including notification requirement orlimitation which may be imposed by CONSOB or the Bank of Italy.

A person may be deemed to be a “qualified investor” as defined in Article 31.2 of CONSOB Regulation no.11522 of 1 July, 1998, as amended, pursuant to Art. 30.2 and Art. 100 of the Financial Services Act, if it fallswithin one of the following categories:

(i) investment companies, banks, stockbrokers, asset management companies (so called “Società diGestione del Risparmio”), variable capital investment companies (so called “Società di Investimentoa Capitale Variabile”), pension funds, insurance companies, banking group holding companies andpersons registered in the lists under Articles 106, 107 and 113 of Banking Law;

(ii) foreign persons authorised to carry out, by virtue of regulations in force in their countries of origin,the same activities carried out by the persons described above;

(iii) banking foundations (fondazioni bancarie);

(iv) natural and legal persons and other entities in possession of specific competence and experience inoperations relating to financial instruments. The possession of such specific competence andexperience must be expressly declared in writing by the legal representatives of such legal persons orother entities. Natural persons must provide evidence concerning the relevant professional experiencerequirements; and

(v) all the other entities mentioned under Art. 31.2 of CONSOB Regulation no. 11522 of 1 July, 1998.

Notwithstanding paragraph (iv) above, in any case the trust securities will not be offered, sold or delivered,either in the primary market or in the secondary market, to natural persons residing in Italy.

France

This document is not being distributed in the context of a public offering in France within the meaning ofArticle L. 411-1 of the French Monetary and Financial Code (Code Monétaire et Financier) and Regulationno. 98-08 of the Commission des Opérations de Bourse (now Autorité des Marchés Financiers), and has thusnot been submitted to the Autorité des Marchés Financiers for prior approval and clearance procedure inaccordance with Articles L. 412-1 and L. 621-8 of the French Monetary and Financial Code. This documentis not to be further distributed or reproduced (in whole or in part) by the addressees and has been distributedon the undertaking that addressees would invest for their own account and undertake not to transfer, directlyor indirectly, the trust securities to the public in France, other than in compliance with applicable laws andregulations.

Each of the Managers and the Issuers represents and agrees that it has not offered or sold, and will not offeror sell, directly or indirectly, the trust securities to the public in the Republic of France, and has notdistributed or caused to be distributed, and will not distribute or cause to be distributed, to the public in theRepublic of France, this document or any other offering materials relating to the trust securities, and thatsuch offers, sales and distributions have been and shall only be made in the Republic of France to qualifiedinvestors (investisseurs qualifiés) acting for their own account, as defined in and in accordance with ArticleL.411-2 of the French Monetary and Financial Code and Decree no. 98-880 dated 1 October 1998.

Investors in the Republic of France may only participate in the sale of the trust securities for their ownaccount in accordance with the conditions set out in Decree no. 98-880 dated 1 October 1998. The trustsecurities may only be issued or sold, directly or indirectly, to the public in the Republic of France inaccordance with Articles L. 412-1 and L. 621-8 of the French Monetary and Financial Code.

102

Belgium

This Offering Circular is not intended to constitute a public offer in Belgium. The Belgian Banking, Financeand Insurance Commission has not reviewed nor approved this (these) document(s) or commented on its(their) accuracy or adequacy or recommended or endorsed the trust securities referred to.

The trust securities referred to may not be publicly offered for sale, sold or marketed in Belgium by meansof a public offer under Belgian law, nor may they be offered to any person qualifying as a consumer withinthe meaning of Article 1.7° of the Belgian law of 14th July 1991 on consumer protection and trade practicesunless such sale is made in compliance with such law and with its implementing legislation.

Any offer may only be made in Belgium to (i) Qualifying Institutional Investors acting for their own accountand listed in article 3, 2° of the Royal Decree of 7th July 1999 or (ii) persons who subscribe for a minimumamount of A250,000.00 each.

Spain

The sale/offering of the trust securities in Spain has not been the subject of any notice or registration inSpain.

Each Manager has acknowledged that the trust securities may not be offered or sold in Spain by means of apublic offer as defined and construed by Spanish law but may be offered or sold in Spain in compliance withthe requirements of Law 24/1988, of 28th July (as amended by Law 37/1998, of 16th November), on theSpanish Securities Market and the Royal Decree 291/1992, of 27th March (as amended by Royal Decree2590/1998 of 7th December), on issues and public offers for the sale of securities.

New Issue of Securities

The trust securities are a new issue of securities with no established trading market. Application has beenmade to list the trust securities on the Luxembourg Stock Exchange. However, none of ANZ, ANZ UK Sub,the trust and the Managers can assure the liquidity of the trading market for the trust securities or that anactive public market for the trust securities will develop. If an active public trading market for the trustsecurities does not develop, the market price and liquidity of the trust securities may be adversely affected.

103

GENERAL INFORMATION

Clearing Systems

The trust securities have been accepted for clearance through the Clearstream, Luxembourg and Euroclearsystems with a Common Code of 020751312. The International Securities Identification Number for the trustsecurities is XS0207513127.

Authorisations

All consents, approvals, authorisations or other orders of all regulatory authorities required by the Issuershave been given for the issue of the trust securities, the units, the ANZ preference shares and the notes andthe provision of the guarantee by ANZ. The issue of the trust securities, the notes and the ANZ preferenceshares were authorised pursuant to (i) terms of the declaration, (ii) resolutions of the board of directors ofANZ UK Sub passed on 8 December, 2004 and (iii) resolutions of the board of directors of ANZ passed on19 October, 2004 and 20 October, 2004.

Listing

The listing of the trust securities for trading on the Luxembourg Stock Exchange will be expressed as apercentage of their liquidation amounts (exclusive of accrued distributions).

ANZ will maintain a paying and transfer agent in Luxembourg for so long as any of the trust securities arelisted on the Luxembourg Stock Exchange. ANZ reserves the right to vary such appointment in accordancewith the terms and conditions of the trust securities and ANZ will publish notice of such change in anewspaper having a general circulation in Luxembourg (which is expected to be the Luxemburger Wort).

Notices to the holders of the trust securities shall be valid if published in a leading newspaper having generalcirculation in Luxembourg (which is expected to be the Luxemburger Wort) or if such publication is notpracticable, in a leading daily newspaper having general circulation in Europe. Any such notice shall bedeemed to have been given on the date of first publication.

According to Chapter VI, Article 3, point A/II/2 of the rules and regulations of the Luxembourg StockExchange, the securities shall be freely transferable and therefore no transaction made on the LuxembourgStock Exchange shall be cancelled.

Significant or Material Change

Save as disclosed in this Offering Circular, there has been no significant change in the financial or tradingposition of the trust, or ANZ UK Sub, or ANZ and its subsidiaries taken as a whole, and, save as disclosedin this Offering Circular, there has been no material adverse change in the financial position or prospects ofthe trust, or ANZ UK Sub, or ANZ and its subsidiaries taken as a whole.

Litigation

Save as disclosed in this Offering Circular under the heading “Risk Factors - Risks Related to Our Business- Litigation and contingent liabilities may adversely impact our results”, none of the Issuers nor any of theirrespective subsidiaries is or has been involved in any legal or arbitration proceedings, nor is such Issueraware that any such proceedings are pending or threatened, which may have or have had during the 12months prior to the date of this Offering Circular a significant effect on the financial position of such Issueror of such Issuer and its subsidiaries taken as a whole.

Financial Statements

The financial statements of ANZ and of ANZ and its subsidiaries have been audited for the years ended 30September 2000, 2001, 2002, 2003 and 2004 by KPMG, independent public auditors of ANZ and of ANZand its subsidiaries, for that period, and unqualified opinions have been reported thereon.

104

Documents Available

The following documents will be available, during usual business hours on any weekday (Saturdays andpublic holidays excepted), for inspection (or, in the case of documents (ix) and (x) below, will be freelyobtainable) at the office of the Principal Paying Agent, the paying and transfer agent in Luxembourg andeach Issuer:

(i) the constitutive documents of each Issuer;

(ii) the agency agreement dated 13 December, 2004;

(iii) the subscription agreement dated 9 December, 2004;

(iv) the declaration;

(v) the indenture;

(vi) the conversion and repurchase agreement;

(vii) the terms of issue of the ANZ preference shares;

(viii) copies of the documentation establishing the terms of the ANZ StEPS and the 2003 Trust Securities;

(ix) a copy of this Offering Circular together with any supplement to this Offering Circular or furtherOffering Circular; and

(x) copies of the most recent publicly available annual audited consolidated and non-consolidatedaccounts and semi-annual unaudited financial statements of ANZ and its subsidiaries, beginning withthe annual audited consolidated and non-consolidated accounts of ANZ for the years ended 30September, 2003 and 2004.

105

THE ISSUERS

ANZ Capital Trust III700 White Clay Center

Newark, Delaware 19711

Australia and New Zealand ANZ Jackson Funding PLCBanking Group Limited Minerva House

100 Queen Street Montague CloseMelbourne London SE1 9DH

Victoria 3000 United KingdomAustralia

PRINCIPAL PAYING AGENT

The Bank of New YorkOne Canada Square, 48th Floor

London E14 5ALUnited Kingdom

LUXEMBOURG PAYING AND TRANSFER AGENT

Deutsche Bank Luxembourg S.A.2 Boulevard Konrad Adenauer

L-1115 LuxembourgPROPERTY TRUSTEE DELAWARE TRUSTEEThe Bank of New York The Bank of New York (Delaware)

101 Barclay Street, Floor 21 West 700 White Clay CenterNew York, New York 10286 Newark, Delaware 19711

LEGAL ADVISORS

To the Issuers with regard to Australian and English law

Mallesons Stephen JaquesLevel 28

Rialto525 Collins Street

Melbourne VIC 3000 Australia

To the Managers with regard to U.S. and English law

Sidley Austin Brown & Wood LLPWoolgate Exchange25 Basinghall Street

London, EC2V 5HA, England

To the Issuers with regard to Delaware law

Richards, Layton & Finger, PAOne Rodney Square, 10th FloorWilmington, New Castle County

Delaware 19801

printed by eprintfinancial.comtel: + 44 (0) 20 7613 1800 document number 3071