Offering Memorandum ANZ National Bank Limited (incorporated with limited liability in New Zealand) as Issuer and Guarantor ANZ National (Int’l) Limited (incorporated with limited liability in New Zealand) acting through its London branch as Issuer US$10,000,000,000 Medium-Term Notes Series A Notes Due One Year or More from Date of Issue Series B Notes Due from 12 Months to 60 Months from Date of Issue ANZ National Bank Limited’s obligations as Issuer or Guarantor of the Series B Notes are Guaranteed by Her Majesty the Queen in right of New Zealand ANZ National Bank Limited (“ANZ National”) and ANZ National (Int’l) Limited (“ANZNIL”), acting through its London branch (each an “Issuer” and together, the “Issuers”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue medium-term notes. Notes of ANZ National are referred to as “ANZ National Notes”, notes of ANZNIL are referred to as “ANZNIL Notes” and ANZ National Notes and ANZNIL Notes are collectively referred to as “Notes”. Notes may be issued as Series A Notes, which are due one year or more from date of issue, or as Series B Notes, which are due from 12 months to 60 months from date of issue. Series B Notes will have the benefit, directly in the case of ANZ National Notes and indirectly in the case of ANZNIL Notes, of the Crown Wholesale Funding Guarantee, dated December 23, 2008 and Supplemental Deed to the Crown Wholesale Funding Guarantee, dated February 19, 2009 (collectively, the “Crown Guarantee”) executed on behalf of Her Majesty the Queen in right of New Zealand acting by and through the Minister of Finance (the “Crown”) if a Guarantee Eligibility Certificate (as defined in the Crown Guarantee) has been issued in respect of such Notes (such Notes being referred to in this Offering Memorandum as “Crown Guaranteed Notes”). The payment of all amounts due in respect of any ANZNIL Notes will be unconditionally and irrevocably guaranteed by ANZ National (the “Guarantee”). In respect of Crown Guaranteed Notes, the Crown has irrevocably guaranteed all amounts of principal and interest (excluding penalty interest or other amounts only payable following a default) that are not paid on the dates originally scheduled for payment by ANZ National, as issuer of ANZ National Notes or as guarantor of ANZNIL Notes. Other than as set forth in the preceding sentences, the Notes are not guaranteed by any person, including our ultimate parent Australia and New Zealand Banking Group Limited. The Crown Guarantee was executed by the Crown in connection with the Crown Wholesale Funding Guarantee Facility (the “Scheme”). A description of the Scheme, including a list of approved institutions, is available at www.treasury.govt.nz/economy/guarantee/wholesale. The contents of this website do not form part of this Offering Memorandum. Certain other information about the Crown is incorporated herein by reference from the Crown’s publicly available filings with the United States Securities and Exchange Commission. See “Description of the Crown” on page 115 of this Offering Memorandum. References to this Offering Memorandum include all information incorporated by reference herein. ANZ National and ANZNIL confirm that information relating to the Crown has been accurately reproduced from the information provided to them by the Crown and as far as ANZ National and ANZNIL are aware and are able to ascertain, no facts have been omitted which would render the reproduced information inaccurate or misleading. Neither ANZ National nor ANZNIL make any other representation or warranty to, or accept any responsibility for, the accuracy or completeness of the information relating to the Crown. By receiving this Offering Memorandum, you acknowledge that none of ANZ National, ANZNIL, any of the Agents or any of their respective affiliates has assumed any responsibility for any of the information relating to the Crown. MELBOURNE:65384.14 The following terms may apply to the Notes: • Mature one year or more from the date of issue; • May be subject to redemption at the Issuer’s option or require repurchase at your option; • A fixed interest rate, which may be zero if Notes are issued at a discount from the principal amount due at maturity, or a floating interest rate, or both fixed and floating rate; • Floating interest rates may include: • Australian Bank Bill Rate • CD Rate • CMT Rate • Commercial Paper Rate • Eleventh District Cost of Funds Rate • EURIBOR • Federal Funds Rate • LIBOR • New Zealand Bank Bill Rate • Prime Rate • Treasury Rate • Book-entry only form; and • Minimum denomination of US$100,000, and integral multiples of US$1,000 (or the equivalent thereof in another currency or composite currency). The final terms of each Note, including terms that may not be contemplated herein, will be specified in the Final Terms (as defined herein). For more information, see “Description of the Notes and the Guarantee”. Investing in the Notes involves risks. See “Risk Factors” beginning on page 24 of this Offering Memorandum. Each initial and subsequent purchaser of the Notes offered hereby in making its purchase will be deemed to have made certain acknowledgements, representations and agreements intended to restrict the resale or other transfer of such Notes and may in certain circumstances be required to provide confirmation of compliance with such resale or other transfer restrictions below and as set forth in “Notice to Purchasers” and “Plan of Distribution”. The Notes, the Guarantee and the Crown Guarantee are being offered and sold without registration under the United States Securities Act of 1933, as amended (the “Securities Act”): (A) to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the Securities Act (“Rule 144A”) in reliance upon the exemptions provided by Section 4(2) of the Securities Act and Rule 144A and Regulation D promulgated thereunder and (B) to certain persons in reliance upon Regulation S under the Securities Act (“Regulation S”). Prospective purchasers are hereby notified that the seller of the Notes may be relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on resales and transfers, see “Notice to Purchasers” and “Plan of Distribution”. The Notes are not protected accounts or deposit liabilities of the Issuers and, except as expressly stated in this Offering Memorandum, are not insured or guaranteed by (1) the Crown or any governmental agency of New Zealand, (2) the United States of America, the Federal Deposit Insurance Corporation or any other governmental agency of the United States or (3) the government or any government agency of any other jurisdiction. Application has been made to the Financial Services Authority (the “UK Listing Authority”) in its capacity as competent authority under the Financial Services and Markets Act 2000 (the “FSMA”) for Notes issued within the period of 12 months from the date of this Offering Memorandum to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market. In this Offering Memorandum, references to Notes being “listed” will mean that such Notes have been admitted to the Official List and have been admitted to trading on the London Stock Exchange’s Regulated Market. The London Stock Exchange’s Regulated Market is a “regulated market”, as defined in Article 1(13) of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). The Notes will be issued in registered, book-entry only form and will be eligible for clearance through the facilities of The Depository Trust Company (“DTC”) and its participants, including Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). MELBOURNE:65384.14 Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to a particular issuance of Notes (each, a “Tranche”) will be set out in the relevant Final Terms relating to such Notes which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and the London Stock Exchange on or before the date of issuance of the Notes of such Tranche. The Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer and Agent. The relevant Issuer may also issue unlisted Notes and/or Notes not admitted to trading or quotation on any market. In the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area (each a “Member State”) in circumstances which would otherwise require the publication of a prospectus under Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”), the minimum denomination at the issue date shall be no less than €50,000 (or its equivalent in any other currency as at the date of issue of the Notes). Arranger and Lead Agent J.P. Morgan Agents ANZ Securities, Inc. Citi HSBC BofA Merrill Lynch Deutsche Bank Securities Morgan Stanley Barclays Capital Goldman, Sachs & Co. Wells Fargo Securities July 28, 2009 MELBOURNE:65384.14 Table of Contents Page Page Notice to Purchasers .................................................. i Overview of the New Zealand Banking Industry..... 131 Notice to New Hampshire Residents........................ iii Management ............................................................... 133 Available Information ............................................... iv Regulation and Supervision....................................... 138 Certain Defined Terms .............................................