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Australia and New Zealand Banking Group Limited ANZ National Bank

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Australia and New Zealand Banking Group Limited ANZ National Bank Level: 3 – From: 3 – Tuesday, July 21, 2009 – 08:22 – eprint6 – 4135 Intro Australia and New Zealand Banking Group Limited Australian Business Number 11 005 357 522 (Incorporated with limited liability in Australia and registered in the State of Victoria) as Issuer ANZ National Bank Limited (incorporated with limited liability in New Zealand) as Issuer and Guarantor of Notes issued by ANZ National (Int’l) Limited ANZ National (Int’l) Limited (incorporated with limited liability in New Zealand) as Issuer US$60,000,000,000 Euro Medium Term Note Programme Under the Euro Medium Term Note Programme described in this Base Prospectus (the “Programme”), Australia and New Zealand Banking Group Limited (“ANZBGL”), ANZ National Bank Limited (“ANZNBL”) and ANZ National (Int’l) Limited (“ANZNIL”) (each an “Issuer” and together the “Issuers”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue euro medium term notes (the ‘’Notes”). The payment of all amounts due in respect of any Notes issued by ANZNIL will be unconditionally and irrevocably guaranteed by ANZNBL (the “Guarantor”). The Notes issued by ANZNBL or ANZNIL are not guaranteed by ANZBGL. Unsubordinated Notes (as defined below) issued by ANZBGL may have the benefit of a guarantee provided by the Commonwealth of Australia (the “Commonwealth”, and such Notes being “Commonwealth Guaranteed Notes”). Notes issued by ANZNBL or ANZNIL may have the benefit of a guarantee provided by Her Majesty the Queen in right of New Zealand acting by and through the Minister of Finance (the “Crown”, and such Notes being “Crown Guaranteed Notes“). The relevant final terms (“Final Te rm s ”) will specify if the Notes are Commonwealth Guaranteed Notes or Crown Guaranteed Notes. Subject to compliance with all relevant laws, regulations and directives, the Notes will have a minimum maturity of one month and no maximum maturity. The aggregate principal amount of Notes outstanding will not at any time exceed US$60,000,000,000 (or the equivalent in other currencies), provided that ANZBGL may not at any time have Notes outstanding over US$50,000,000,000 and ANZNBL and ANZNIL may not at any time have Notes outstanding, when aggregated, over US$10,000,000,000. This Base Prospectus has been approved by the United Kingdom Financial Services Authority (the “FSA”), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) and relevant implementing measures in the United Kingdom, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Notes under the Programme during the period of twelve months after the date hereof. This Base Prospectus constitutes three Base Prospectuses for the purposes of Article 5.4 of the Prospectus Directive. Application has been made to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the Regulated Market of the London Stock Exchange. This Base Prospectus supersedes and replaces in its entirety the Base Prospectus dated 18 July 2008 (as supplemented) for each of ANZBGL, ANZNBL and ANZNIL with regard to their euro medium term note programme. Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. The Programme provides that Notes may be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system or may or may not be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed between the relevant Issuer and the relevant Dealer (as defined below). The relevant Final Terms applicable to any issue of Notes will specify whether or not such Notes will be admitted to the Official List of the FSA and admitted to trading on the Regulated Market of the London Stock Exchange (and/or admitted to listing, trading and/or quotation on any other listing authority, stock exchange and/or quotation system). The London Stock Exchange’s Regulated Market is a regulated market for the purpose of Directive 2004/39/EC (the “Markets in Financial Instruments Directive”). Any person (an “Investor”) intending to acquire or acquiring any Notes from any other person (an “Offeror”) should be aware that, in the context of an offer to the public as defined in section 102B of the FSMA, the relevant Issuer may be responsible to the Investor for this Base Prospectus under section 90 of the Financial Services and Markets Act 2000 (the “FSMA”), only if that Issuer has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is authorised by that Issuer. If the Offeror is not authorised by that Issuer, the Investor should check with the Offeror whether anyone is responsible for this Base Prospectus for the purposes of section 90 of the FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on this Base Prospectus and/or who is responsible for its contents it should take legal advice. The Notes are unsecured direct obligations of the relevant Issuer and may be issued as unsubordinated Notes (“Unsubordinated Notes”) or, where ANZBGL is the Issuer, as subordinated dated Notes (“Subordinated Dated Notes”) or subordinated undated notes (“Subordinated Undated Notes”, and together with the Subordinated Dated Notes, “Subordinated Notes”) as specified in the applicable Final Terms, see “Summary of the Programme — Status of the Notes”. Notes may be issued in bearer or registered form as specified in the relevant Final Terms. Each Series (as defined below) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (a “Temporary Global Note”) or a permanent global note in bearer form (a “Permanent Global Note” and each Temporary Global Note and Permanent Global Note, a “Bearer Global Note“). Notes in registered form will be represented by a global registered certificate (a “Registered Global Note”) or by registered certificates in definitive form (each a “Certificate”), one Certificate being issued in respect of each Noteholder’s entire holding of Registered Notes of one Series. Bearer Global Notes and Registered Global Notes (each a “Global Note“) may be deposited on the issue date with a common depositary on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The provisions governing the exchange of interests in Bearer Global Notes or Registered Global Notes for other Global Notes and for Notes and Certificates in definitive form, respectively, are described in “Form of the Notes”. Notes that have a denomination of less than EUR 50,000 may be issued under the Programme. THERE ARE CERTAIN RISKS RELATED TO AN INVESTMENT IN NOTES ISSUED UNDER THE PROGRAMME, WHICH INVESTORS SHOULD ENSURE THEY FULLY UNDERSTAND (SEE “RISK FACTORS” ON PAGE 17 OF THIS BASE PROSPECTUS). Arranger Deutsche Bank Dealers Australia and New Zealand Banking Group Limited Barclays Capital BNP PARIBAS Citi Credit Suisse Daiwa Securities SMBC Europe Deutsche Bank Goldman Sachs International HSBC J.P. Morgan Merrill Lynch International Morgan Stanley RBC Capital Markets UBS Investment Bank The date of this Base Prospectus is 21 July 2009. Level: 3 – From: 3 – Monday, July 20, 2009 – 20:29 – eprint3 – 4135 Intro Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Base Prospectus and to the best of the knowledge of each of the Issuers and the Guarantor (which have taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This paragraph should be read in conjunction with the third paragraph on page one of this Base Prospectus. Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers and the persons named in or identifiable following the applicable Final Terms as the Financial Intermediaries, as the case may be. An Investor intending to acquire or acquiring any Notes from an Offeror will do so, and offers and sales of the Notes to an Investor by an Offeror will be made, in accordance with any terms and other arrangements in place between such Offeror and such Investor including as to price, allocations and settlement arrangements. The relevant Issuer will not be a party to any such arrangements with Investors (other than the Dealers) in connection with the offer or sale of the Notes and, accordingly, this Base Prospectus and any Final Terms will not contain such information. The Investor must look to the Offeror at the time of such offer for the provision of such information. In respect of ANZBGL, this Base Prospectus, excluding the information set forth under “ANZ National (Int’l) Limited” on pages 115 and 116, information incorporated by reference in respect of ANZNBL, ANZNIL and the Crown, “Supervision and Regulation of ANZ National Bank Limited and ANZ National (Int’l) Limited” on pages 117 to 124, “ANZ National Bank Limited” on pages 102 to 110, “Crown Retail Deposit Scheme” on page 111, “Crown Wholesale Funding Guarantee” on pages 112 to 114, and the statements in respect of ANZNBL and ANZNIL under “Taxation — New Zealand” on pages 129 and 130 and “General Information” on pages G1 to G3, comprises a base prospectus issued in compliance with the Prospectus Directive for the purpose of giving information with regard to the issue of Notes by ANZBGL under the Programme during the period of twelve months after the date hereof.
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