ANZ launches Convertible Preference Share Offer

Prior to this Offer, hybrid capital, bothinnovative and non-innovative, constituted approximately 14% of ANZs Net Tier 1 capitalcompared to the 25% maximum imposed by the Australian Prudential Regulatory Authority(APRA).Key Features of CPS2 CPS2 will qualify as non-innovative Tier 1 capital under current APRA rules. CPS2 are preference shares issued by ANZ, which will Convert into Ordinary Shares on 15December 2016 (subject to certain conditions being satisfied), unless ANZ elects for a thirdparty to purchase the CPS2 or they are exchanged earlier. Dividends on CPS2 are preferred, non-cumulative, based on a floating rate and expected tobe fully or substantially franked.

Dividends are scheduled to be paid quarterly in arrears,subject to the Payment Tests. The Dividend Rate will be calculated each quarter as the sum of the Bank Bill Rate plus theMargin, together multiplied by (1 corporate tax rate (which is currently 30%)).

TheMargin will be determined following the Bookbuild (17 November 2009) and is expected tobe in the range of 3.10% to 3.30%. On 15 December 2016, CPS2 Holders will receive a variable number of Ordinary Shares onConversion unless the Mandatory Conversion Conditions are not satisfied or ANZ elects fora third party to purchase the CPS2. CPS2 have been assigned an indicative credit rating of A+ by Standard & Poors. ANZ will apply for CPS2 to be quoted on the Australian Securities Exchange (ASX) and areexpected to trade under ASX code ANZPA.The Offer is expected to open on 18 November 2009 and comprises: an ANZ Securityholder Offer, open to Australian resident holders of Ordinary Shares orconvertible preference shares issued by ANZ in September 2008 (2008 CPS) on theRegister at 7.00pm (Melbourne time) on Friday 30 October 2009; a General Offer, open to Australian residents who are neither an ANZ SecurityholderApplicant, Broker Firm Applicant nor Institutional Investor; a Broker Firm Offer, open to clients of Syndicate Brokers invited to participate through theBroker Firm Offer; and an Institutional Offer, open to investors that have been invited by the Joint Lead Managersto bid for CPS2 through the Institutional Offer.The closing date for the ANZ Securityholder Offer and General Offer is currently scheduled tobe at 5:00pm (Melbourne time) on 10 December 2009.

The Broker Firm Offer is currentlyscheduled to close at 10:00am (Melbourne time) on 16 December 2009.The ANZ CPS2 Prospectus has been lodged with ASIC and the ASX and is available fordownload within Australia at www.CPS2Offer.anz.com or by calling the ANZ Information Lineon 1800 113 399 (Australia) or +61 3 9415 4010 (international).

A replacement Prospectus,containing the Margin and with Application forms will be made available when the Offer opens,expected to be on 18 November 2009.

Investors should consider the Prospectus in decidingwhether to apply for CPS2.

Applications may only be made using the application formattached to or accompanying the replacement Prospectus.Shareholder approval is not required for the issue of CPS2.ANZ Securities, Commonwealth Securities, Deutsche Bank, Goldman Sachs JB Were,Macquarie, Morgan Stanley, Westpac and UBS have been appointed as Joint Lead Managers onthe transaction.For investor enquiries contact:The ANZ Information Line on 1800 113 399 (Australia) or +61 3 9415 4010(international).For media enquiries contact:Kevin FoleySenior Manager Corporate CommunicationsTel: +61 (0)401 561 480Email.

kevin.foley@anz.comNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN ORINTO THE U.S.

This statement does not constitute an offer of any securities for sale.

Thesecurities offered will not be registered under the U.S.

Securities Act of 1933 and may not beoffered or sold in the United States absent registration or an applicable exemption from theregistration requirements.Key dates for the OfferLodgement of this Prospectus with ASIC 10 November 2009Bookbuild to determine the Margin 17 November 2009Announcement of the Margin and lodgement of thereplacement Prospectus with ASIC18 November 2009Opening Date 18 November 2009Closing Date for ANZ Securityholder Offer and General Offer 5.00pm (Melbourne time), 10December 2009Closing Date for Broker Firm Offer 10.00am (Melbourne time),16 December 2009Issue Date 17 December 2009CPS2 commence trading on ASX (deferred settlement basis) 18 December 2009Holding Statements despatched by 22 December 2009CPS2 commence trading on ASX (normal settlement basis) 23 December 2009First quarterly Dividend Payment Date 15 March 20091Mandatory Conversion Date 15 December 20162The key dates and times for the Offer are indicative only and may change without notice.Capitalised terms in this media release have the meaning given to them in the Prospectus.