Supplementary Prospectus Dated 3 January 2014 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 Bank New Zealand Limited (incorporated with limited liability in New Zealand) as Issuer and Guarantor of Notes issued by ANZ New Zealand (Int’l) Limited ANZ New Zealand (Int’l) Limited (incorporated with limited liability in New Zealand) US$60,000,000,000 Euro Medium Term Note Programme This supplement (the "Supplement") supplements the base prospectus of Australia and New Zealand Banking Group Limited ("ANZBGL") dated 16 May 2013 (as supplemented by the supplementary prospectuses dated 5 June 2013, 29 August 2013, 12 September 2013 and 19 November 2013) is referred to in this Supplement as the "Base Prospectus". This Supplement constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the "FSMA") and is prepared in connection with the US$60,000,000,000 Euro Medium Term Note Programme established by ANZBGL (as Issuer), ANZ Bank New Zealand Limited (as Issuer and Guarantor of Notes issued by ANZ New Zealand (Int'l) Limited ("ANZNIL")) and ANZNIL (as Issuer). The purpose of this Supplement is to update the Base Prospectus with the information contained in: (1) the recent announcement by ANZBGL concerning the chairmanship of ANZBGL; and (2) the recent press release by ANZBGL on Australian Prudential Regulation Authority ("APRA") Domestic Systemically Important Bank ("D-SIB") Capital requirements. Management Board Appointment On 18 December 2013, the Directors of ANZBGL announced that David Gonski AC will join the ANZBGL Board and succeed John Morschel as Chairman of ANZBGL in 2014. The following is extracted from the text of the announcement: “David Gonski to succeed John Morschel as ANZ Chairman in 2014 The Directors of Australia and New Zealand Banking Group Limited today announced that David Gonski AC will join the ANZ Board and succeed John Morschel as Chairman in 2014. ANZ Chairman John Morschel said: “David is one of Australia’s most respected business leaders and company directors. He knows ANZ well having previously served as a director from 2002 to 2007, and it is particularly pleasing to have someone of his calibre join the Board and to succeed me. “David’s business experience in Australia and in Asia, and his broad range of involvement with government and with the education and community sectors will be a significant asset for ANZ,” Mr Morschel said. Mr Gonski will join the ANZ Board in February 2014. After relinquishing some of his current commitments he will assume the Chair in May 2014. Mr Gonski will stand for election as a director at the ANZ Annual General Meeting in December 2014. “It is a privilege to succeed John as Chairman having had a strong relationship with ANZ over many years. The bank is in a strong position and I am looking forward to working with shareholders, with my fellow directors, and with Mike Smith and his management team to continue to realise ANZ’s super regional strategy,” Mr Gonski said. Mr Gonski is currently Chairman of Coca-Cola Amatil, the Guardians of the Future Fund, Investec Bank (Australia) and a director of Singapore Telecommunications. He is Chancellor of the University of New South Wales, Chairman of the Sydney Theatre Company, and a director of Infrastructure NSW and of the Lowy Institute for International Policy. Previously, Mr Gonski was Chairman of ASX Limited and a Director of ANZ, Singapore Airlines and the Westfield Group. He was Chairman of the Australia Government’s Review of Funding for Schooling, a member of the Takeovers Panel, the Committee of Inquiry into Charitable Related Organizations and of the Nugent Committee which examined the major arts organisations in Australia. Mr Gonski is a solicitor and was previously a partner at Freehills (now Herbert Smith Freehills).” Comments on APRA D-SIB Capital Requirements On 23 December 2013, ANZBGL issued a press release confirming that APRA has advised that ANZBGL has been classified as a D-SIB along with the other major Australian banks. The following is extracted from the text of the announcement: “ANZ comments on APRA D-SIB Capital requirements ANZ today confirmed that the Australian Prudential Regulation Authority (APRA) has advised that ANZ has been classified as a Domestic Systemically Important Bank (D- SIB) along with the other major Australian banks. As a result the Capital Conservation Buffer (CCB) applied to the four major Australian banks will increase by 100 basis points from 1 January 2016 further strengthening the capital position of Australian D-SIBs. The CCB is held in addition to the APRA minimum capital requirement and is designed to ensure that banks build up capital buffers outside periods of stress which can be drawn down in more difficult economic environments. ANZ's current capital position is already in excess of APRA's requirements including the D-SIB overlay. Over time and through organic capital generation, ANZ may modestly increase its capital buffers from current levels." Terms defined in the Base Prospectus have the same meaning when used in this Supplement. ANZBGL accepts responsibility for the information contained in this Supplement and to the best of the knowledge of ANZBGL (which has taken all reasonable care to ensure that such is the 2 case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement is supplemental to, and should be read and construed together with, the Base Prospectus. To the extent that there is any inconsistency between any statement contained in this Supplement and any other statement contained in the Base Prospectus or in any information or in the document incorporated by reference into, and forming part of, the Base Prospectus, the statements contained in this Supplement will prevail. Save as disclosed in this Supplement no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus. 3.