Australia and New Zealand

Banking Group Limited

(Registrant)

By:

/s/ John Priestley

Company Secretary

(Signature)*

1

⁺Class of ⁺securities issued or to be issued

Up to an unlimited amount of Medium Term Notes and Transferable Certificates of Deposit

2

Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued

Fixed Rate – A$350,000,000
Floating Rate – A$380,000,000

3

Principal terms of the ⁺ securities (eg, if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates for payment; if ⁺convertible securities, the conversion price and dates for conversion)

See Information Memorandum

4

Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted ⁺securities?

New class of securities

If the additional securities do not rank equally, please state:

•

the date from which they do

•

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

•

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5

Issue price or consideration

Fixed Rate – 99.958
Floating Rate – 100.000

6

Purpose of the issue
(If issued as consideration for the acquisition of assets, clearly identify those assets)

General corporate purposes

7

Dates of entering ⁺securities into uncertificated holdings or despatch of certificates

21 May 2004

Number

⁺Class

8

Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 2 if applicable)

Available on request

Number

⁺Class

9

Number and ⁺class of all ⁺securities not quoted on ASX (including the securities in clause 2 if applicable)

Available on request

10

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

N/a

11

Is security holder approval required?

12

Is the issue renounceable or non-renounceable?

13

Ratio in which the ⁺securities will be offered

14

⁺Class of ⁺securities to which the offer relates

15

⁺Record date to determine entitlements

16

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

17

Policy for deciding entitlements in relation to fractions

18

Names of countries in which the entity has ⁺security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19

Closing date for receipt of acceptances or renunciations

20

Names of any underwriters

21

Amount of any underwriting fee or commission

22

Names of any brokers to the issue

23

Fee or commission payable to the broker to the issue

24

Amount of any handling feepayable to brokers who lodge acceptances or renunciations on behalf of ⁺security holders

25

If the issue is contingent on ⁺security holders’ approval, the date of the meeting

26

Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled

27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28

Date rights trading will begin (if applicable)

29

Date rights trading will end (if applicable)

30

How do ⁺security holders sell their entitlements in full through a broker?

31

How do ⁺security holders sell part of their entitlements through a broker and accept for the balance?

32

How do ⁺security holders dispose of their entitlements (except by sale through a broker)?

33

⁺Despatch date

34

Type of securities

(tick one)

(a)

ý

Securities described in Part 1

(b)

o

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

35

o

If the ⁺securities are ⁺equity securities, the names of the 20 largest holders of the additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders

36

o

If the ⁺securities are ⁺equity securities, a distribution schedule of the additional ⁺securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37

ý

A copy of any trust deed for the additional ⁺securities

38

Number of securities for which ⁺quotation is sought

39

Class of ⁺securities for which quotation is sought

40

Do the ⁺securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted ⁺securities?

If the additional securities do not rank equally, please state:

•

the date from which they do

•

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

•

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number

⁺Class

42

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

Sign here:

Date: 20 May 2004

Company secretary

Print name:

John Priestley

1

Issuer:

Australia and New Zealand Banking Group Limited

2

(i)

Series Number:

21

(ii)

Tranche Number:

1

(if fungible with an existing Series, details of that Series, the number including the date on which the Securities become fungible)

Not applicable

3

Specified Currency:

Australian Dollars

4

Aggregate Nominal Amount:

$350,000,000

5

(i)

Issue Price:

99.958 per cent. of the Aggregate Nominal Amount

(ii)

Net proceeds:

$ 349,853,000

6

Specified Denomination(s):

$1,000

7

(i)

Issue Date:

21 May 2004

(ii)

Interest Commencement Date:

Issue Date

8

Maturity Date:

21 May 2014

9

Interest Basis:

From Issue Date to 21 May 2009, Fixed Rate From 21 May 2009 to 21 May 2014, Floating Rate

(Further particulars specified below)

10

Redemption/Payment Basis:

Redemption at Par

11

Change of Interest or Redemption/Payment Basis:

From 21 May 2009 the Securities will attract a Floating Rate of interest

12

Put/Call Options:

The Securities may be redeemed at the option of the Issuer in whole at par on any Interest Payment Date falling on or after 21 May 2009

13

Status of the Securities:

Subordinated Notes

14

Listing:

Australian Stock Exchange

15

Method of distribution:

Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16

Fixed Rate Security Provisions

Applicable

(i)

Rate of Interest:

6.50 per cent. per annum payable semi-annually in arrears during the period commencing on the Issue Date and ending on 21 May 2009

(ii)

Interest Payment Date(s):

21 May and 21 November in each year commencing 21 November 2004 up to 21 May 2009

(iii)

Fixed Coupon Amount[(s)]

$32.50 per $1,000 on each Interest Payment Date up to an including 21 May 2009

(iv)

Broken Amount(s):

Not Applicable

(v)

Business day Convention

Following Business Day Conversion

(vi)

Day Count Fraction:

RBA Bond Basis

(vii)

Other terms relating to the method of calculating interest for Fixed Rate Securities:

Not Applicable

(viii)

Interest Determination Date

Not Applicable

17

Floating Rate Security Provisions

Applicable

(i)                                                            Interest Period(s)/lnterest Payment Dates/Interest Period Date if not an Interest Payment Date:

3 months during the period commencing on 21 May 2009 and ending on 21 May 2014

(ii)

Business Day Convention:

Modified Following Business Day Convention

(iii)                                                    Manner in which the Rate(s) of Interest is/are to be determined:

Screen Rate Determination

(iv)                                                       Calculation Agent responsible for calculating the Rate(s) of Interest and Interest Amount(s):

ANZ Investment Bank

(v)

Screen Rate Determination:

Applicable

- Reference Rate:

3 month BBSW

- Interest Determination Date(s):

The first day of each Interest Period

- Relevant Screen Page:

Reuters screen page BBSW

(vi)

Margin(s):

+ 0.91 per cent. per annum

(vii)

Minimum Rate of Interest:

Not Applicable

(viii)

Maximum Rate of Interest:

Not Applicable

(ix)

Rate Multiplier

Not Applicable

(x)

Day Count Fraction:

Actual/365

(xi)                                                      Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Securities, if different from those set out in the Conditions:

18

Zero Coupon Security Provisions

Not Applicable

19

Index-Linked Interest Security Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

21

Call Option

Applicable

(i)

Optional Redemption Date(s):

Any Interest Payment Date falling on or after 21 May 2009

(ii)                                                        Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):

Outstanding Nominal Amount

(iii)

If redeemable in part:

(a)

Minimum Redemption Amount:

Not Applicable

(b)                   Maximum Redemption Amount:

Not Applicable

(iv)                  Notice period (if other than as set out in the Conditions):

As set out in the Conditions

22

Put Option

Not Applicable

23

Final Redemption Amount:

Outstanding Nominal Amount

24

Early Redemption Amount:

Outstanding Nominal Amount

Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default and/or the method of calculating the same (if required or if different from that set out in the Conditions)

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

25

Form of Securities:

Registered

26

Additional Financial Centre(s) or other special provisions relating to Interest Payment Dates:

Not Applicable

27

Public Offer Test compliant

Yes

28

Details relating to Instalment Notes, including Instalment Amount(s) and Instalment Date(s):

Not Applicable

29

Consolidation provisions:

Not Applicable

30

Governing law:

State of Victoria

31

Other terms or special conditions:

Not Applicable

DISTRIBUTION

32

If syndicated, names of Lead Managers and the Dealers:

ANZ Investment Bank

(Lead Manager and Dealer)

Deutsche Bank AG

Royal Bank Of Canada

UBS AG, Australia Branch

(Dealers)

33

If non-syndicated, name of Dealer:

Not Applicable

34

Additional selling restrictions:

Not Applicable

OPERATIONAL INFORMATION

35

ISIN:

AUOOOOANZHE8

36

Code

ANZHE (ASX Code)

37

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

Clearstream
Euroclear

By:

/s/ Mark Anwender

By:

/s/ Ross Glasscock

Duly Authorised Signatory

Duly Authorised Signatory

1

Issuer:

Australia and New Zealand Banking Group Limited

2

(i)                    Series Number:

22

(ii)                   Tranche Number:

1

(if fungible with an existing Series, details of that Series, the number including the date on which the Securities become fungible)

Not applicable

3

Specified Currency:

Australian Dollars

4

Aggregate Nominal Amount:

$380,000,000

5

(i)                    Issue Price:

100 per cent. of the Aggregate Nominal Amount

(ii)                   Net proceeds:

$380,000,000

6

Specified Denomination(s):

$1,000

7

(i)                    Issue Date:

21 May 2004

(ii)                   Interest Commencement Date:

Issue Date

8

Maturity Date:

21 May 2014

9

Interest Basis:

Floating Rate
(Further particulars specified below)

10

Redemption/Payment Basis:

Redemption at Par

11

Change of Interest or Redemption/Payment Basis:

Not applicable

12

Put/Call Options:

The Securities may be redeemed at the option of the Issuer in whole at par on any Interest Payment Date falling on or after 21 May 2009

13

Status of the Securities:

Subordinated Notes

14

Listing :

Australian Stock Exchange

15

Method of distribution:

Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16

Fixed Rate Security Provisions

Not Applicable

17

Floating Rate Security Provisions

Applicable

(i)                                                            Interest Period(s)/lnterest Payment Dates/Interest Period Date if not an Interest Payment Date:

3 months

(ii)                                                        Business Day Convention:

Modified Following Business Day Convention

(iii)                                                    Manner in which the Rate(s) of Interest is/are to be determined:

Screen Rate Determination

(iv)                  Calculation Agent responsible for calculating the Rate(s) of Interest and Interest Amount(s):

ANZ Investment Bank

(v)                    Screen Rate Determination:

Applicable

- Reference Rate:

3 month BBSW

- Interest Determination Date(s):

The first day of each Interest Period

- Relevant Screen Page:

Reuters screen page BBSW

(vi)                  Margin(s):

From the Issue Date to 21 May 2009:     + 0.41 per cent, per annum

From 21 May 2009 to 21 May 2014:     + 0.91 per cent, per annum

(vii)                 Minimum Rate of Interest:

Not Applicable

(viii)                Maximum Rate of Interest:

Not Applicable

(ix)                  Rate Multiplier

Not Applicable

(x)                   Day Count Fraction:

Actual/365

(xi)                  Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Securities, if different from those set out in the Conditions:

18

Zero Coupon Security Provisions

Not Applicable

19

Index-Linked Interest Security Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

21

Call Option

Applicable

(i)                    Optional Redemption Date(s):

Any Interest Payment Date falling on or after 21 May 2009

(ii)                   Optional Redemption Amount(s) and method, if any, of calculation of such amount(s):

Outstanding Nominal Amount

(iii)                 If redeemable in part:

(a)                   Minimum Redemption Amount:

Not Applicable

(b)                   Maximum Redemption Amount:

Not Applicable

(iv)                  Notice period (if other than as set out in the Conditions):

As set out in the Conditions

22

Put Option

Not Applicable

23

Final Redemption Amount:

Outstanding Nominal Amount

24

Early Redemption Amount:

Outstanding Nominal Amount

Early Redemption Amount(s) payable on redemption for taxation reasons or on Event of Default and/or the method of calculating the same (if required or if different from that set out in the Conditions)

25

Form of Securities:

Registered

26

Additional Financial Centre(s) or other special provisions relating to Interest Payment Dates:

Not Applicable

27

Public Offer Test compliant

Yes

28

Details relating to Instalment Notes, including Instalment Amount(s) and Instalment Date(s):

Not Applicable

29

Consolidation provisions:

Not Applicable

30

Governing law:

State of Victoria

31

Other terms or special conditions:

Not Applicable

DISTRIBUTION

32

I f syndicated, names of Lead Managers and the

ANZ Investment

Dealers:

(Lead Manager and Dealer)

Deutsche Bank AG

Royal Bank Of Canada

UBS AG, Australia Branch

(Dealers)

33

If non-syndicated, name of Dealer:

Not Applicable

34

Additional selling restrictions:

Not Applicable

OPERATIONAL INFORMATION

35

ISIN:

AUOOOOANZHF5

36

Code

ANZHF (ASX Code)

37

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

Clearstream
Euroclear

By:

/s/ Mark Anwender

By:

/s/ Ross Glasscock

Duly Authorised Signatory

Duly Authorised Signatory

Important Notice

Documents Incorporated by Reference

Summary of the Programme

Conditions of the Securities

Definitions and Interpretation

Form, Denomination and Title

Status

Negative Pledge

Interest and Other Calculations

Redemption, Purchase and Options

Payments

Transfer

Taxation

Prescription

Events of Default

Subordination

Meetings of Registered Holders, Modifications and Waiver

Further Issues of Securities

Notices

Governing Law

Prescribed Issue

Use of Proceeds

Subscription and Sale

Form of Pricing Supplement

Issuer:

Australia and New Zealand Banking Group Limited.

Description:

An Australian Dollar denominated Debt Issuance Programme allowing for the issuance of Transferable Certificates of Deposit, Medium Term Notes (“Medium Term Notes”) or Subordinated Medium Term Notes (“Subordinated Notes”).

Programme Size:

Unlimited

Arranger:

Australia and New Zealand Banking Group Limited (“ANZ Investment Bank”)

Dealers:

ANZ Investment Bank

Additional Dealers may be appointed, from time to time, by the Issuer for any Tranche of Securities.

Direct Issues by Issuer:

The Issuer may also issue Securities directly to, purchasers or investors (as applicable) procured by it. Such purchasers will be required to confirm and acknowledge to the Issuer in writing that the issue of the Securities resulted from the Securities being offered for issue as a result of negotiations being initiated publicly in electronic form (eg Reuters or Bloomberg) or in another form that was used by financial markets for dealing in debentures.

Method of Issue or Acceptance of Securities:

Securities will be issued on a syndicated or a non-syndicated basis. Securities may be issued by the Issuer in one or more Series having one or more Issue Dates and on terms otherwise identical (or identical other than in respect of the first payment of interest and related matters described below), with the Securities of each Series being intended to be interchangeable with all other Securities of that Series. Each Series of Securities may be issued in Tranches on the same or different Issue Dates. The specific terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the Issue Date, Issue Price, first payment of interest and principal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in a pricing supplement to this Information Memorandum (a “Pricing Supplement”).

Issue Price:

Notes may be issued at their principal amount or at a discount or premium to their principal amount.

Transferable Certificates of Deposit may be issued at their principal amount or at a discount or premium to their principal amount (where the principal amount is equal to the amount of the relevant Transferable Deposit accepted by the Issuer).

Form of Securities

Securities will be issued in registered form. Securities will be constituted by a Deed Poll dated 20 June 2001 as amended and restated on 11 April 2003 and 23 April 2004 and as further amended and/or restated and/or supplemented from time to time given by the Issuer for the benefit of the Registered Holders of those Securities from time to time and will take the form of entries on a Register maintained by the Registrar. A copy of the Deed Poll may be inspected during normal business hours at the offices of the Issuer or the Registrar or such other place or places as may be determined from time to time and notified to the Registered Holders.

The terms and conditions of the Securities are contained in Schedule 1 to the Deed Poll and are modified and supplemented by the relevant Pricing Supplement.

Title:

Entry of the name of the person in the Register in respect of a Security constitutes the obtaining or passing of title and is conclusive evidence that the person so entered is the Registered Holder of the Securities.

No certificates or other evidence of title will be issued to Registered Holders unless the Issuer determines that certificates should be made available or it is required to do so pursuant to any applicable law or regulation. Securities that are held in the Austraclear System will be registered in the name of Austraclear Limited and title to the Securities will be determined in accordance with the Austraclear Regulations.

Payments:

Payments will be made on the payment dates specified in the Pricing Supplement to the persons whose names are entered in the Register as at 5.00pm local Registry Office time on the relevant Record Date which is the 8^th day before a payment date.

Payments in respect of Securities lodged within the Austraclear System will be made by crediting the amount due to the account of the Registered Holder in accordance with the Austraclear Regulations. If Securities are not lodged in the Austraclear System, payments will be made to the account of the Registered Holder noted on the Register. If no account is notified then payments will be made by cheque mailed on the Business Day immediately preceding the relevant Interest Payment Date or on the Maturity Date (as applicable) to the Registered Holder at its address appearing on the Register on the Record Date.

Maturities:

Any maturity, subject to compliance with legal and regulatory requirements. The Maturity Date applicable to each Tranche of Securities will be specified in the relevant Pricing Supplement.

Denominations:

Securities will be issued in such denominations as may be specified in the relevant Pricing Supplement subject to compliance with all applicable legal and/or regulatory and/or central bank requirements.

Securities may only be sold in Australia if the aggregate consideration payable by the investor or purchaser (in the case of a Transferable Certificate of Deposit by way of a

deposit with the Issuer) is at least A$500,000 (disregarding moneys lent by the Issuer or its associates) or if the Securities are otherwise sold in a manner that does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act.

Securities may only be issued by the Issuer in a jurisdiction or jurisdictions other than Australia if the issue is in compliance with the laws of the jurisdiction in which the issue is made and the Securities are otherwise issued in a manner that does not require disclosure to investors under the laws of that jurisdiction or those jurisdictions.

Transfer of Securities

Securities may only be transferred in accordance with the Conditions.

Transfers of Securities held in the Austraclear System or any other clearing system specified in the relevant Pricing Supplement will be made in accordance with the Austraclear Regulations or the rules and regulations of the relevant clearing system (as appropriate).

In all other cases, applications for the transfer of Securities must be made by lodgement of a duly completed (if applicable) stamped transfer and acceptance form with the Registrar.  Transfer and acceptance forms can be obtained from the Registrar.  The transfer takes effect upon the transferee’s name being entered on the Register.

Securities are only transferable within, to or from Australia in the denominations specified in the relevant Pricing Supplement and Securities may only be transferred within, to or from Australia if the aggregate consideration payable by the transferee at the time of transfer is at least A$500,000 (disregarding moneys lent by the transferor or its associates) or the transfer otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act.

Securities may only be transferred between persons in a jurisdiction or jurisdictions other than Australia if the transfer is in compliance with the laws of the jurisdiction in which transfer takes place and the Securities are otherwise transferred in a manner that does not require disclosure to investors under the laws of that jurisdiction or jurisdictions.

Fixed Rate Securities:

Fixed Rate Securities will bear a fixed rate of interest payable in arrear on the Interest Payment Date or Dates in each year as specified in the relevant Pricing Supplement.

Floating Rate Securities:

Floating Rate Securities will bear interest set separately for each Series by reference to a rate appearing on an agreed screen page of a commercial quotation service or on such other basis as may be specified in the relevant Pricing Supplement, as adjusted by any applicable Margin. Interest Periods and Interest Payment Dates will be specified in the relevant Pricing Supplement.

Index Linked Securities:

Payments (whether in respect of principal or interest and

whether at maturity or otherwise) in respect of, respectively, Index Linked Redemption Securities and Index Linked Interest Securities will be calculated by reference to such stock or commodity or other index, currency exchange rate and/or formula as the Issuer and the relevant Dealer or other investor may agree (as specified in the relevant Pricing Supplement).

Zero Coupon Securities:

Zero Coupon Securities may be issued or sold at their Nominal Amount or at a discount to it and will not bear interest. Zero Coupon Securities may only be issued or sold in, or transferred to or between persons in, a jurisdiction or jurisdictions other than Australia if the Zero Coupon Securities have a maturity of 365 days or less.

Interest Periods and Interest Rates:

The length of the Interest Periods for the Securities and the applicable Rate of Interest or its method of calculation may differ from time to time or be constant for any Series.  Securities may have a Maximum Rate of Interest, a Minimum Rate of Interest or both. The use of Interest Accrual Periods permits the Security to bear interest at different rates in the same Interest Period. All such information will be set out in the relevant Pricing Supplement.

Other Securities:

The Issuer may from time to time issue Securities in a form not contemplated by “Conditions of the Securities” herein. Terms applicable to any other type of Security that the Issuer and any relevant Dealer(s) or other investor may agree to issue under the Programme will be set out in the relevant Pricing Supplement.

Structured Security Risks:

The following paragraph does not describe all the risks of an investment in the Securities.  Prospective investors or purchasers should consult their own financial and legal advisers about risks associated with an investment in a particular Tranche of Securities and the suitability of investing in the Securities in light of their particular circumstances.

An investment in Securities, the premium and/or the interest on or principal of which is determined by reference to one or more values of currencies, commodities, interest rates or other indices or formulae, either directly or indirectly, may entail significant risks not associated with similar investments in a conventional debt security, including the risks that the resulting interest rate will be less than that payable on a conventional debt security at the same time and/or that an investor could lose all or a substantial portion of the principal of its Securities.

Neither the current nor the historical value of the relevant currencies, commodities, interest rates or other indices or formulae should be taken as an indication of future performance of such currencies, commodities, interest rates or other indices or formulae during the term of any Security.

Optional Redemption:

The Pricing Supplement issued in respect of each Tranche of Securities will state whether such Securities may be redeemed (either in whole or in part) prior to their stated maturity at the option of the Issuer or the Registered Holders, and if so the terms applicable to such redemption.

Redemption by Instalments:

The Pricing Supplement in respect of each Series of Securities that are redeemable in instalments will set out the Instalment Amounts and Instalment Dates on which the Securities may be redeemed.

Redemption for tax reasons

In certain circumstances following notice by the Issuer, all of the Securities of a Series may be redeemed following any changes in tax law which give rise to an obligation of the Issuer to make any withholding or deduction (as provided in Condition 6.2 (Redemption for Taxation Reasons)).

Status of Notes:

The Issuer may elect to issue Notes that represent either unsubordinated debt or subordinated debt obligations.

Medium Term Notes

Medium Term Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer ranking pari passu among themselves and (save for certain debts, including those in respect of the Issuer’s deposit liabilities in Australia, required to be preferred by law) with all present and future unsubordinated and unsecured obligations of the Issuer, all as more fully set out in Condition 3 (Status).

Subordinated Notes

Subordinated Notes will constitute direct and unsecured subordinated obligations of the Issuer and, unless otherwise specified in the applicable Pricing Supplement, rank pari passu among themselves and, unless otherwise specified in the applicable Pricing Supplement, rank at least pari passu with all other unsecured subordinated obligations incurred or assumed by the Issuer other than those mandatorily preferred by law. The claims of Subordinated Noteholders will, in the event of the winding up of the Issuer, be subordinated in right of payment to all Unsubordinated Creditors as more fully set out in Condition 3 (Status).

Status of Transferable Certificates of Deposit:

The Issuer is an “authorised deposit-taking institution” (an “ADI”) as that term is defined under the Banking Act 1959 of the Commonwealth of Australia (the “Banking Act”). Transferable Certificates of Deposit will constitute deposit liabilities in Australia of the Issuer for the purpose of section 13A of the Banking Act. That section provides that in the event of an ADI becoming unable to meet its obligations or suspending payment, the assets of the ADI in Australia shall be available to meet the ADI’s deposit liabilities in Australia in priority to all other liabilities of the ADI.

Negative Pledge:

The Medium Term Notes will have the benefit of a negative pledge in respect of external indebtedness as more fully set out in Condition 4 (Negative Pledge). The Conditions of the Subordinated Notes will contain no negative pledge.

Cross Default:

The terms and conditions of the Medium Term Notes will contain a cross default clause in respect of indebtedness for borrowed money (excluding moneys borrowed in the ordinary course of banking business) having an aggregate principal amount of at least US$10,000,000 of the Issuer as more fully set out in Condition 11 (Events of Default). The terms and

conditions of the Subordinated Notes will contain no cross default.

Austraclear:

Unless otherwise specified in the relevant Pricing Supplement, application will be made to Austraclear Limited ABN 94 002 060 773 for approval for each Tranche of Securities to be traded on the settlement system operated by Austraclear Limited (in accordance with the Regulations and Operating Manual of Austraclear Limited).

Registrar:

Austraclear Services Limited ABN 28 003 284 419

Tax File Number:

The Issuer will deduct tax from payments of interest at the highest marginal tax rate plus the highest Medicare levy if an Australian resident investor or a non-resident investor carrying on business in Australia at or through a permanent establishment of the non-resident in Australia has not supplied an appropriate tax file number, Australian Business Number or exemption details.

Withholding Tax:

All payments of principal and interest in respect of the Securities issued in Australia will be made free and clear of all Australian withholding taxes, subject to exceptions, all as described in Condition 9 (Taxation).

Public Offer Test:

The Issuer proposes to issue Securities and to make payments of interest in a manner which will satisfy the requirements of section 128F of the Income Tax Assessment Act 1936 (Cth). The public offer test status of a Tranche of Securities will be specified in the relevant Pricing Supplement.

Stamp Duty:

Any stamp duty incurred at the time of the issue of the Securities will be for the account of the Issuer. Any stamp duty payable on the transfer of the Securities will be for the account of the investors.